TCR_Public/090515.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, May 15, 2009, Vol. 13, No. 133

                            Headlines


53-54 PALISADES: Case Summary & 19 Largest Unsecured Creditors
AAA WIRELESS: Case Summary & 20 Largest Unsecured Creditors
ACCURIDE CORP: Thin Liquidity Cues S&P to Junk Corporate Rating
ADVANTA BUSINESS: S&P Junks Ratings on Class D of Notes
AFFILIATED FOODS: Meeting of Creditors Scheduled for June 11

AMERICAN INT'L: IPO Asia Life-Insurance Arm Could Raise $5 Billion
ANTHRACITE CAPITAL: Lenders' Covenant Waivers Expire Today
ASARCO LLC: Obtains Approval of Fifth Amended Disclosure Statement
ASARCO LLC: Deadline for Grupo Mexico's Competing Plan Today
ASHLAND INC: Moody's Assigns 'Ba3' Rating on $600 Mil. Notes

BACHRACH ACQUISITION: Section 341(a) Meeting Slated for June 16
BANKUNITED FINANCIAL: Delays Q2 Report, Expects $443.1MM Net Loss
BELLA HIGHLANDS: Case Summary & 6 Largest Unsecured Creditors
BENNETT ENVIRONMENTAL: Raises Going Concern Doubt, Seeks Funding
BERNARD L MADOFF: Trustee Seeks to Recover $1.1BB from Harley

BERNARD L MADOFF: Trustee Seeks to Recover $6.7BB from Picower
BRIGHT SKY: Involuntary Chapter 11 Case Summary
CALIFORNIA STATE: "Loan" of City Funds to Bail Out Budget Opposed
CANFIELD INVESTMENT: Voluntary Chapter 11 Case Summary
CAPITAL CORP: Files for Bankruptcy, Sees No Dime for Shareholders

CELLU TISSUE: S&P Affirms Corporate Credit Rating at 'B'
CELLU TISSUE: Moody's Assigns 'B2' Rating on $230 Mil. Notes
CIB MARINE: To Amend Proposal to Restructure TruPS
CHARTER COMMS: Court Blocks DirecTV's Bankruptcy Ads
CHEMTURA CORP: Taps Allen & Overy as Counsel on EU Matters

CHEMTURA CORP: Gets Court OK to Tap Genetelli as Tax Consultants
CHEMTURA CORP: Can Hire Great American as Appraisers
CHEMTURA CORP: Withdraws WolfBlock Hiring After Firm Dissolved
CHEMTURA CORP: Duane Morris Assumes WolfBlock Assignment
CHEMTURA CORP: Court OKs DLA Piper Engagement as Special Counsel

CHEMTURA CORP: S&P Assigns 'BB+' Rating on $400 Mil. Facility
CHRYSLER LLC: To Walk Away From 789 Dealership Agreements
CHRYSLER LLC: Ohio Wants Workers' Compensation Paid by Buyer
CHRYSLER LLC: Bankruptcy May Take 2 Yrs.; UAW Agrees Not to Strike
CHRYSLER LLC: Non-Union Retirees Nix Bid for Official Committee

CHRYSLER LLC: GMAC Will Provide Financing to Clients
CHRYSLER LLC: Obtains Approval of Chrysler Financial Pact
CITIGROUP INC: Launches $5 Billion Municipal Lending Program
COLONIAL PROPERTIES: Fitch Cuts Issuer Default Rating to 'BB+'
CORE COMMUNITIES: In Talks With Lenders for Covenant Relief

COMPUTER WORLD: Kevin Gore Pleads Not Guilty to Fraud Charges
COYOTES HOCKEY: Possible Move to Canada Won't Affect Contracts
COYOTES HOCKEY: Balsillie Responds to NHL Filing, Reiterates Bid
CROCS INC: To Move Aurora Operations to Los Angeles, Cuts 37 Jobs
DECORO USA: Case Summary & 23 Largest Unsecured Creditors

EL POLLO: S&P Raises Corporate Credit Rating to 'B-' From 'CCC+'
FIROOZHE A. ZAFARI: Case Summary & 18 Largest Unsecured Creditors
FORTUNOFF HOLDINGS: Court OKs June 18 Auction for Marks/IP Assets
FRONTIER COMMUNICATIONS: Fitch Puts 'BB' Rating on Positive Watch
FRONTIER COMMUNICATIONS: Moody's Reviews 'Ba2' Corp. Family Rating

FRONTIER COMMUNICATIONS: S&P Affirms 'BB' Corporate Credit Rating
GENERAL MOTORS: May Sell Main Biz, Liquidate Other Assets in Ch 11
GENERAL MOTORS: To Pay Suppliers Ahead of Deadline for Plan/ Ch.11
GOODY'S LLC: Wants Plan Filing Period Extended to August 11
GREGORY WAYNE MAPLES: Case Summary & 17 Largest Unsec. Creditors

GREEKTOWN CASINO: Court OKs Assumption of Detroit Development Pact
HAYES LEMMERZ: Seeks Court Approval of $200MM DIP Facility
HAYES LEMMERZ: Euro Noteholders Balk at $200MM DIP Facility
HAYES LEMMERZ: Receives Court Approval of First Day Motions
INTOWN PROPERTIES: Voluntary Chapter 11 Case Summary

JOURNAL REGISTER: Seeks to Rescind Contracts with Unions
KINGSWAY FINANCIAL: S&P Downgrades Counterparty Rating to 'B-'
KINGSWAY LINKED: S&P Downgrades Global Scale Rating to 'B-'
LANDAMERICA FINANCIAL: Fidelity to Acquire LoanCare for $16.3MM
LEAR CORP: Posts $264.8 Million 1st Quarter 2009 Net Loss

LOS ANGELES: Faces $529MM Budget Deficit, Opposes "Loan" of Funds
LOUISIANA VALVE: Case Summary & 20 Largest Unsecured Creditors
LUCKY CHASE: Section 341(a) Meeting Set for June 3
LUCKY CHASE: AmTrust Wants Case Dismissed as Bad Faith Filing
LUMINENT MORTGAGE: Can Secure Add'l Advance of $305,000 from Arco

LYNEVE RESTAURANT: Case Summary & 13 Largest Unsecured Creditors
LYONDELL CHEMICAL: Names ConocoPhillips' Gallogly as CEO
LYONDELL CHEMICAL: Court Moves Plan Filing Deadline to Sept. 15
MANITOWOC CO: May Violate Loan Covenants, in Talks with Bank Group
MARC T DEWBERRY: Case Summary & 13 Largest Unsecured Creditors

MGM MIRAGE: Fitch Upgrades Issuer Default Rating to 'CCC'
MGM MIRAGE: Moody's Affirms 'Caa2' Corporate Family Rating
MGM MIRAGE: S&P Puts 'CCC' Corp. Rating on Positive CreditWatch
MIDWAY GAMES: Unsec. Creditors Sue Sumner Redstone, Thomas & Board
MILACRON INC: Retirees Protest Proposal to End Benefit Plans

MILACRON INC: Files Schedules of Assets and Liabilities
MOMENTIVE PERFORMANCE: S&P Cuts Corporate Credit Rating to 'CC'
MORTGAGES LTD: Committee Balks at Rushed SCM Deal & Sale
MORTGAGES LTD: Submits Mahakian Backed Chapter 11 Plan
NATIONAL CENTURY: Plaintiffs Attys. Seek Cut from e-MedSoft Deal

NES RENTALS: Buyback Offer Cues S&P's Rating Cut to 'SD'
NORTHFIELD TRUCKING: Case Summary & 20 Largest Unsecured Creditors
OAISIS CHURCH: Case Summary & 8 Largest Unsecured Creditors
OHIO ENERGY: Case Summary & 4 Largest Unsecured Creditors
PACIFIC ENERGY: Seeks Court Approval of Employee Incentive Plan

PEBBLE CREEK: Case Summary & 4 Largest Unsecured Creditors
PEOPLES COMMUNITY: Seeks to Sell Branches to Raise Cash
PEPE PROPERTIES: Case Summary & 11 Largest Unsecured Creditors
POMARE LTD: U.S. Trustee Recommends Conversion or Dismissal
POMARE LTD: Says Trustee Not in Best Interests of Creditors

ROLLING OAKS UTILITIES: Case Summary & 20 Largest Unsec. Creditors
ROHNERT PARK: Faces Budget Deficit, Opposes "Loan" of Funds
RR VALVE: Voluntary Chapter 11 Case Summary
SANDERSON INDUSTRIES: Files Chapter 11 in Atlanta
SCO GROUP: Ch. 7 Liquidation Sought by U.S. Trustee, Creditors

SEITEL INC: In Talks With Lender for Covenant Relief
SLM CORP: Moody's Downgrades Senior Unsecured Rating to 'Ba1'
SPANSION INC: Posts $112 Million First Quarter Net Loss
SPGS SPC: Write-Downs Cue S&P's 'D' Rating on 2006-IIC Notes
STANFORD GROUP: Investors to Force Int'l Bank to Bankruptcy

STAR TRIBUNE: Has Until August 13 to File Chapter 11 Plan
STOCKTON CITY: Faces $31MM Budget Deficit, Opposes "Loan" of Funds
SUNWISC: Case Summary & 18 Largest Unsecured Creditors
VALENTINE GROUP: Files for Chapter 7; to Shut Business Today
VALLEJO CITY: Opposes "Loan" of Funds to Bail Out State Budget

WARNER MUSIC: Moody's Reviews 'B1' Corporate Family Rating
WESTHAMPTON COACHWORKS: Files for Chapter 11 Bankruptcy Protection
WOOZYFLY INC: Case Summary & 4 Largest Unsecured Creditors
WORLD ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
WYNDHAM WORLDWIDE: Moody's Assigns 'Ba2' Rating on $200 Mil. Notes

YELLOWSTONE CLUB: Court Adopts $232 Million Valuation
YELLOWSTONE CLUB: Credit Suisse's $232MM Demoted for Greedy Scheme
YELLOWSTONE CLUB: Credit Suisse Must Offer $42 Million in Cash
YRC WORLDWIDE: Will Seek $1 Billion Gov't Financial Assistance

* BOOK REVIEW: Performance Evaluation of Hedge Funds


                            *********


53-54 PALISADES: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 53-54 Palisades Hudson Associates, LLC
        c/o CNY Builders LLC
        6401 Park Avenue
        West New York, NJ 07093

Bankruptcy Case No.: 09-22269

Chapter 11 Petition Date: May 13, 2009

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

Debtor's Counsel: Daniel M. Eliades, Esq.
                  Forman Holt Eliades & Ravin LLC
                  80 Route 4 East
                  Paramus, NJ 07652
                  Tel: (201) 845-1000
                  Email: deliades@formanlaw.com

Total Assets: $1,755

Total Debts: $12,257,387

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

          http://bankrupt.com/misc/njb09-22269.pdf

The petition was signed by Louis Bertinato, managing member of the
Company.


AAA WIRELESS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: AAA Wireless, Inc.
        P.O. Box 11489
        South Bend, IN 46624

Bankruptcy Case No.: 09-32243

Chapter 11 Petition Date: May 13, 2009

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Debtor's Counsel: James K. Tamke, Esq.
                  115 S. Lafayette Blvd.
                  Suite 512
                  South Bend, IN 46601
                  Tel: (574) 289-8788
                  Email: tamke@attorney-cpa.com

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

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

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

         http://bankrupt.com/misc/innb09-32243.pdf

The petition was signed by Rudolph C. Yakym, Jr., president of the
Company.


ACCURIDE CORP: Thin Liquidity Cues S&P to Junk Corporate Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Accuride Corp. to 'CCC' from 'B-'.  S&P also lowered its
issue-level ratings on the company's senior secured and
subordinated debt. The outlook is negative.

"The downgrades reflect the company's thin liquidity and our
belief that low commercial truck production volumes in North
America will continue to strain the company's highly leveraged
financial risk profile," Standard & Poor's credit analyst Gregg
Lemos Stein said.  "The downgrades also reflect the near-term risk
that the company may violate a financial covenant, as well as the
possibility that the company may seek to restructure its debt
obligations," he said.

The outlook is negative.  The ratings reflect S&P's expectation
that Accuride's profitability, cash flow, and liquidity will
remain under pressure through the rest of 2009 and perhaps longer.
S&P could lower the rating if the company falls out of compliance
with its secured debt covenants or if it pursues a restructuring
of its debt, which S&P would likely consider to be a distressed
exchange.


ADVANTA BUSINESS: S&P Junks Ratings on Class D of Notes
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all
classes of notes issued out of Advanta Business Card Master Trust
and placed them on CreditWatch with negative implications, with
the exception of the 'AA' rating on class A (2005-A5), which S&P
affirmed, as the accumulation amount held on deposit in the
collection account is sufficient to retire the entire class
balance of $200 million on the May distribution date.

The lowered ratings follow Advanta Corp.'s (CC/Negative/C) May 11,
2009, announcement that it intends to close the open-to-buy lines
associated with cardholder accounts in the ABCMT, which means that
Advanta will no longer fund new purchases associated with existing
cardholders.  The company also stated that the trust will likely
enter early amortization on June 10, 2009, a reflection that
Advanta expects the excess spread amount trigger to be breached as
of May 2009, although this in and of itself would not typically
result in a rating action.

Additionally, Advanta announced that it plans to make a cash
tender offer for the ABCMT class A senior notes at a price between
65% and 75% of their face value in a modified Dutch Auction.  S&P
would likely not view such an exchange as a default on the senior
notes unless S&P view it as a distressed offer under S&P's current
criteria.

Standard & Poor's would most likely treat Advanta's proposed cash
tender offer as de facto restructuring, equivalent to a default,
if both of these criteria are met:

  -- The offer, in S&P's view, implies that investors will receive
     less value than the promise of the original securities; and

  -- The offer, in S&P's view, is distressed, rather than purely
     opportunistic.

S&P generally view an offer as distressed if in S&P's opinion,
apart from the offer, there is a realistic possibility of a
conventional default (i.e., S&P believes the issuer would face
insolvency, bankruptcy, or imminent payment default on the notes
if the offer was not executed).  S&P does not, however, currently
believe the class A noteholders are at such risk.

Based on past experience with the NextCard Credit Card Master Note
and First Consumer Credit Card Master Note Trusts, where the open-
to-buy lines were shut down, S&P expects the performance of ABCMT
to deteriorate precipitously as cardholders lose the ability to
use their credit cards.  While S&P view these precedents as
relevant comparables, performance of the ABCMT trust could differ,
as NextCard's and FCNB's obligor base was consumers, whereas
ABCMT's obligor base is small businesses.  First, as stronger
obligors payoff their balances and exit the trust, the credit
quality of the portfolio will likely deteriorate.  This
deterioration will likely be due to adverse selection, as the pool
will migrate toward lower-quality obligors.  As a result, S&P
believes the payment rate could decline substantially, potentially
dropping to the mid-single digit range from its present level of
18-20%.

In addition, S&P believes there is a high likelihood that
delinquencies and charge-offs, which are already at elevated
levels (11.9% and 16.5%, respectively, at the end of March 2009)
will increase significantly.  A declining pool balance will cause
higher loss rates on a percentage basis.  S&P believes losses may
rise to 30%-40% in the next six-12 months -- given current
delinquencies and a projected declining pool balance resulting
from Advanta's decision to close its credit lines.

As S&P has stated in previous press releases on this trust, ABCMT
exhibited rapid growth in 2006 and 2007 in states that have been
most affected by significant home price declines and higher
unemployment rates, such as California and Florida.

Given S&P's May 12, 2009, downgrade of Advanta and Advanta Bank
Corp. (the originator and servicer of the underlying credit card
receivables in the master trust to CC/Negative/C, coupled with the
expected loss of credit card utility, S&P has lowered its purchase
rate assumptions at all rating categories to zero.

Standard & Poor's will continue to monitor the performance of the
key risk indicators associated with the aforementioned trust and
will continue to inform the market of its views as events continue
to unfold.

        Ratings Lowered And Placed On Creditwatch Negative

                Advanta Business Card Master Trust
                          AdvantaSeries

                                     Rating
                                     ------
              Class          To                From
              -----          --                ----
              A              BBB-/Watch Neg    AA
              B              BB-/Watch Neg     BBB+
              C              B-/Watch Neg      BB+
              D              CCC/Watch Neg     B+

                         Rating Affirmed

                      Class          Rating
                      -----          ------
                      A(2005-A5)     AA


AFFILIATED FOODS: Meeting of Creditors Scheduled for June 11
------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
in the Chapter 11 cases of Affiliated Foods Southwest, Inc. and
its debtor-affiliates on June 11, 2009, at 2:00 p.m.  The meeting
will be held at the U.S. Trustee's Office, Bank of America
Building, 200 West Capitol, Ste. 1200, in Little Rock, Arkansas.

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 office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Little Rock, Arkansas-based Affiliated Foods Southwest, Inc., and
its affiliates filed for Chapter 11 on May 5, 2009 (Bankr. E. D.
Ark. Case No. 09-13178).  Tristan Manthey, Esq., at Heller Draper
Hayden Patrick & Horn and W. Michael Reif, Esq., at Dover Dixon
Horne, represent the Debtors in their restructuring efforts.  The
Debtors listed assets between $10 million to $50 million and debts
between $100 million to $500 million.


AMERICAN INT'L: IPO Asia Life-Insurance Arm Could Raise $5 Billion
------------------------------------------------------------------
The 2010 initial public offering of American International Group
Inc.'s Asian life-insurance arm, American International Assurance
Co., could raise more than US$5 billion, depending on the
structure of the deal, Rick Carew and Jonathan Cheng at The Wall
Street Journal report, citing people familiar with the matter.

According to WSJ, sources said that bankers expect AIG to invite
investment banks to submit proposals as early as next week to
underwrite a listing of AIA.  The terms of the AIA IPO will depend
on market conditions, WSJ says, citing bankers.  WSJ relates that
AIG failed to find a buyer for AIA through an auction earlier this
year.   The bankers, according to the report, said that they
intend to suggest a structure that would call for selling around
20% of AIA's stock to the public, which would raise at least
US$5 billion if investors value the entire AIA around
US$25 billion.

WSJ, citing people familiar with the matter, reports that AIA has
been working with consultants at McKinsey to consolidate its
operations and shore up its brand.  AIG could shift from the AIG
marquee and adopt the AIA logo, the report says.

Citing people familiar with the matter, WSJ states that AIG is
also taking steps to sell to bidders or the public its operating
life-insurance unit in Taiwan, Nan Shan Life Insurance Co.  AIG,
says WSJ, hired Morgan Stanley to sell Nan Shan, which had a book
value of 87 billion New Taiwan Dollars, or around US$2.64 billion,
as of March 2009.  WSJ quoted Nan Shan as saying, "AIG is
reviewing various strategic options for Nan Shan at the moment.
No particular decision has been made."

WSJ relates that the sales are intended to pay back part of a
$173 billion U.S. government bailout of AIG.

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.


ANTHRACITE CAPITAL: Lenders' Covenant Waivers Expire Today
----------------------------------------------------------
Anthracite Capital Inc. has said it is currently in negotiations
with Bank of America, Deutsche Bank and Morgan Stanley to
restructure its secured credit facilities.

Anthracite Capital warned that if the Company were unable to
satisfactorily restructure its secured credit facilities or obtain
extensions of the waivers from the secured credit facility lenders
on or before May 15, 2009, an event of default will immediately or
with the passage of time occur under the applicable respective
facility.

Anthracite Capital said an event of default under any of the
Company's facilities, absent a waiver, would trigger cross-default
and cross-acceleration provisions in all of the Company's other
facilities and, if such debt were accelerated, would trigger a
cross-acceleration provision in one of the Company's indentures.
In such an event, the Company would be required to repay all
outstanding indebtedness under its secured credit facilities and
the one indenture immediately.

Anthracite Capital said it would not have sufficient liquid assets
available to repay the indebtedness and, unless the Company were
able to obtain additional capital resources or waivers, the
Company would be unable to continue to fund its operations or
continue its business.

Anthracite Capital said in a regulatory filing with the Securities
and Exchange Commission that the recessionary economic conditions
and ongoing market disruptions have had an adverse effect on the
Company and the commercial real estate and other assets in which
the Company has invested:

     -- The Company incurred net loss available to common
        stockholders of $258,049,000 for the year ended
        December 31, 2008 compared with net income of $71,854,000
        for the year ended December 31, 2007, driven primarily by
        significant net realized and unrealized losses, the
        incurrence of a $165,928,000 provision for loan losses
        (including the establishment of a general reserve) and a
        loss from equity investments $53,630,000 compared with
        earnings of $32,093,000 in the prior year.  The
        establishment of a general reserve for loan losses was
        deemed necessary given the dramatic change in the
        prospects for loan performance as a result of significant
        property value declines in the fourth quarter.  The
        Company updates its general reserve calculation on a
        quarterly basis.

     -- The Company's unrestricted cash and cash equivalents
        sharply decreased to $9,686,000 at December 31, 2008 from
        $91,547,000 at December 31, 2007 due to, among other
        things, an increase in the receipt and funding of margin
        calls and amortization payments under the Company's
        secured credit facilities and reduced cash flow from
        investments.  Unrestricted cash and cash equivalents
        further decreased to $3,872,000 at March 31, 2009.  To
        secure the amendment and extension of its secured credit
        facilities (including repurchase agreements) in 2008 with
        Bank of America, Deutsche Bank and Morgan Stanley, the
        Company agreed not to request new borrowings under the
        facilities. Financings through collateralized debt
        obligations, which the Company historically utilized, are
        no longer available, and the Company does not expect to be
        able to finance investments through CDOs for the
        foreseeable future.

     -- The Company is currently focused on managing its liquidity
        and, unless its liquidity position and market conditions
        significantly improve, anticipates no new investment
        activity in 2009.  In addition, the Company's Board of
        Directors anticipates that the Company will only pay cash
        dividends on its preferred and common stock to the extent
        necessary to maintain its REIT status until the Company's
        liquidity position has improved.

These effects, the Company said, have led to these adverse
consequences:

     -- The Company's independent registered public accounting
        firm has issued an opinion on the Company's December 31,
        2008 consolidated financial statements that states the
        consolidated financial statements have been prepared
        assuming the Company will continue as a going concern and
        further states that the Company's liquidity position,
        current market conditions and the uncertainty relating to
        the outcome of the Company's ongoing negotiations with its
        lenders have raised substantial doubt about the Company's
        ability to continue as a going concern.  The Company
        obtained agreements from its secured credit facility
        lenders and the lender under the Company's secured credit
        facility with BlackRock Holdco 2, Inc., on March 17, 2009
        that the covenant breach caused by the going concern
        reference in the independent registered public accounting
        firm's opinion to the consolidated financial statements is
        permanently waived or such reference does not constitute
        an event of default or covenant breach under the
        applicable facilities.

     -- Financial covenants in certain of the Company's secured
        credit facilities include, without limitation, a covenant
        that the Company's net income (as defined in the
        applicable credit facility) will not be less than $1.00
        for any period of two consecutive quarters and covenants
        that on any date the Company's tangible net worth will not
        have decreased by 20 percent or more from the Company's
        tangible net worth as of the last business day in the
        third month preceding such date.  The Company's
        significant net loss for the year ended December 31, 2008
        resulted in the Company not being in compliance with these
        covenants.  On March 17, 2009, the secured credit facility
        lenders waived these covenant breaches until April 1, 2009
        and subsequently extended this waiver until May 15, 2009.
        In addition, the Company's secured credit facility with
        BlackRock Holdco 2 requires the Company to immediately
        repay outstanding borrowings under the facility to the
        extent outstanding borrowings exceed 60% of the fair
        market value (as determined by the Company's manager, of
        the shares of common stock of Carbon Capital II, Inc.,
        securing the facility.  As of February 28, 2009, 60% of
        the fair market value of such shares declined to
        approximately $24,840,000 and outstanding borrowings under
        the facility were $33,450,000.  On March 17, 2009, Holdco
        2 waived this breach until April 1, 2009 and subsequently
        extended this waiver until May 15, 2009. Additionally, in
        the first quarter of 2009, Anthracite Euro CRE CDO 2006-1
        plc failed to satisfy its Class E overcollateralization
        and interest coverage tests.  As a result of Euro CDO's
        failure to satisfy these tests, each interest payment due
        to the Company, as the Euro CDO's preferred shareholder,
        will remain in the CDO as reinvestable cash until the
        tests are satisfied.  However, since the Euro CDO's
        preferred shares were pledged to one of the Company's
        secured lenders in December 2008, the cash flow was
        already being diverted to pay down that lender's
        outstanding balance.

     -- During the first quarter of 2009, the Company received a
        margin call of $46,300,000 and C$5,300,000 from one of its
        secured credit facility lenders.  On March 17, 2009, the
        lender waived this event of default until April 1, 2009,
        and subsequently extended this waiver until May 15, 2009.

     -- Due to current market conditions and the Company's current
        liquidity position, the Company's Board of Directors
        anticipates that the Company will pay cash dividends on
        its common and preferred stock only to the extent
        necessary to maintain its REIT status until the Company's
        liquidity position has improved and market values of
        commercial real estate debt show signs of stability.  The
        Board of Directors did not declare a dividend on the
        Common Stock for the fourth quarter of 2008 since the
        Company estimated that its 2008 net taxable income
        distribution requirements under REIT rules were satisfied
        by distributions made for the first three quarters of
        2008.  The Board of Directors also did not declare a
        dividend on the Common Stock and the Company's preferred
        stock for the first quarter of 2009.  To the extent the
        Company is required to make distributions to maintain its
        qualification as a REIT in 2009, the Company may rely upon
        temporary guidance that was issued by the Internal Revenue
        Service, which allows certain publicly traded REITs to
        satisfy their net taxable income distribution requirements
        during 2009 by distributing up to 90% in stock, with the
        remainder distributed in cash. However, the terms of the
        Company's preferred stock prohibit the Company from
        declaring or paying cash dividends on the Common Stock
        unless full cumulative dividends have been declared and
        paid on the preferred stock.

Anthracite Capital said that, at March 31, 2009, the total amount
of debt owed to the Bank of America, Deutsche Bank and Morgan
Stanley was $395,932,000, and $33,450,000 was owed to BlackRock
Holdco 2, Inc.  As of May 11, 2009 the amounts owed are
$375,106,000 and $33,450,000, respectively.  At March 31, 2009,
the total amount owed to the Company's secured lenders was
$429,382,000 versus $480,332,000 at December 31, 2008, resulting
in net reduction of $50,950,000.  These paydowns were funded by
cash from operating activities of $46,637,000 for the three months
ended March 31, 2009 and cash on hand at December 31, 2008 of
$9,686,000.

On Tuesday, Anthracite Capital reported net income of $25.5
million for the three months ended March 31, 2009, compared to
$53.9 million for the same period in 2008.  Anthracite Capital had
$4.85 billion in total assets, including cash and cash equivalents
of $3.87 million, and $4.22 million in total liabilities,
resulting in $584.0 million in stockholders' equity at March 31,
2009.

A full-text copy of Anthracite Capital's quarterly report is
available at no charge at http://ResearchArchives.com/t/s?3ce4

                       About Anthracite

Anthracite Capital, Inc., is a specialty finance company focused
on investments in high yield commercial real estate loans and
related securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with roughly $1.307 trillion in global
assets under management at December 31, 2008.  BlackRock Realty
Advisors, Inc., another subsidiary of BlackRock, provides real
estate equity and other real estate-related products and services
in a variety of strategies to meet the needs of institutional
investors.

                      Going Concern Doubt

The Company's independent registered public accounting firm has
issued an opinion on the Company's consolidated financial
statements that states the consolidated financial statements have
been prepared assuming the Company will continue as a going
concern and further states that the Company's liquidity position,
current market conditions and the uncertainty relating to the
outcome of the Company's ongoing negotiations with its lenders
have raised substantial doubt about the Company's ability to
continue as a going concern.  The Company obtained agreements from
its secured credit facility lenders on March 17, 2009, that the
going concern reference in the independent registered public
accounting firm's opinion to the consolidated financial statements
is waived.


ASARCO LLC: Obtains Approval of Fifth Amended Disclosure Statement
------------------------------------------------------------------
Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas signed a written order, on May 12,
2009, approving the Disclosure Statement explaining the Fifth
Amended Joint Plan of Reorganization of ASARCO LLC and its debtor
affiliates, as containing "adequate information" within the
meaning of Section 1125 of the Bankruptcy Code.

The Fifth Amended Plan was delivered to the Court by the Debtors
on May 11, 2009, a day before the rescheduled Disclosure
Statement Hearing on May 12.  That hearing was originally
scheduled for May 15.

The Debtors reflected certain modifications to the Fifth Amended
Plan and Disclosure Statement to address the concerns of certain
parties.  Specifically, the Fifth Amended Disclosure Statement
contains statements included at the request of the Parent, the
Asbestos Subsidiary Committee, the Future Claims Representative
and certain other parties.  The Statements are on contentions and
assertions with respect to asbestos-related claims and
intercompany loans and claims, among others.  The Debtors
nevertheless remind the Court and parties-in-interest that they
do not represent accuracy of the Statements, and that any
reference to those Statements should not be taken as their
agreement with all or part of those Statements.

The Official Committee of Asbestos Claimants and the FCR,
however, complained that although the Fifth Disclosure Statement
contained some of the disclosures requested, it ignores numerous
others, including the Debtors' failure to file amendments
describing proposed treatment of asbestos creditors in light of
statements made on the record at a hearing on April 13 and 14,
2009, and a status conference on April 20, 2009, and the Debtors'
repeated refusal to disclose the amount owed by ASARCO LLC and
the Asbestos Subsidiaries on account of prepetition asbestos-
related settlements.

The Fifth Amended Plan was also updated to reflect the creation of
the Plan Liquidation Trust and the Southern Copper Corporation
Litigation Trust as of the Effective Date as well as updates on
recent events in these bankruptcy cases, including Americas
Mining Corporation's request to alter or amend Judge Hanen's
final judgment in the adversary complaint commenced by ASARCO LLC
against AMC on a transfer dispute of certain stocks of Southern
Peru Copper Company, now known as Southern Copper Corporation, to
AMC, and the Parent's additional arguments regarding Sterlite
(USA), Inc.'s refusal to close the original sale agreement for
the ASARCO LLC operating assets.  The Parent has insisted that
claims against Sterlite could be as high as $3 billion.

The creation of, and other matters related to, the Residual
Assets Liquidation Trust has been omitted in the Fifth Amended
Plan.

The Fifth Disclosure Statement further explains that once sent,
the vote on a ballot cannot be changed unless the Court, after
notice and hearing, permits the change "for cause shown."
However, the Debtors agree that estimation of Asbestos Personal
Injury Claims at an amount greater than $500 million will
constitute "cause" for holders of Class 3 Claims to change their
votes.  The Debtors will not oppose request to change vote,
provided the request is timely received based on any deadlines
the Court may set for changing the vote.

Clean and blacklined copies of the Debtors' Fifth Amended Plan
and Disclosure Statement are available for free at:

   http://bankrupt.com/misc/ASARCO_5thAmended_Plan.pdf
   http://bankrupt.com/misc/ASARCO_5thAmended_DS.pdf
   http://bankrupt.com/misc/ASARCO_5th_Plan_Blacklined.pdf
   http://bankrupt.com/misc/ASARCO_5th_DS_Blacklined.pdf

                Designation & Treatment of Claims
                    Under Fifth Amended Plan

In formulating the estimated recovery set forth in the Fifth
Amended Plan, the Debtors made a projection of cash anticipated
to be on hand on the Plan Effective Date from operations and
other sources, added the Cash expected from the Plan Sponsor, and
considered projected uses of Cash between now and the Effective
Date.

Holders of Class 2 Secured Claims can vote on the Fifth Amended
Plan, but only the votes of claimants receiving the Cash Payment
Option will be counted.

Although no assurances can be given, the Debtors believe that
Class 3 could receive a Cash distribution on the Initial
Distribution Date that will result in a Cash recovery ranging
from 43% to 100% of the principal amount of their Claims.  Class
3 would also receive Liquidation Trust Interests and SCC
Litigation Trust Interests.

The Parent believes that the Debtors' Plan is patently
unconfirmable because the Plan violates the absolute priority
rule.  The Parent notes that under the Debtors' Plan, holders of
Class 3 claims would be entitled to the Liquidation Trust
Interests and the SCC Litigation Trust Interests and could
receive more than 100% of their Allowed Claims, while holders of
Claims and Interests in Classes 6 through 10 receive no
distributions.  The Debtors believe that the provisions of their
Plan provide all holders of Claims and Interests the protections
afforded by the absolute priority rule.

Class 4 Unsecured Asbestos Personal Injury Claims is divided into
two subclasses under the Fifth Amended Plan:

  (1) Class 4A - Asbestos Premises Liability Claims; and
  (2) Class 4B - Unsecured Asbestos Personal Injury Claims other
                 than Asbestos Premises Liability Claims.

The Asbestos Trust will create a fund allocated for the payment
of Asbestos Premises Liability Claims and Demands.  It will be
funded with Premises Liability Claims and Demands against ASARCO,
as estimated by the Court pursuant to its estimation order,
following an evidentiary hearing, plus postpetition interest on
that amount; provided that if the parties reach an agreement
regarding the aggregate allowed amount of the claims for purposes
of the Fifth Amended Plan, that amount will be approved by the
Court in accordance with certain procedures.

The Asbestos Trust will also create a fund for the payment of all
Unsecured Asbestos Personal Injury Claims and Demands other than
Asbestos Premises Liability Claims and Demands.  The Asbestos
Personal Injury Claims Fund will be funded with (i) 100% of the
interests in Reorganized Covington, and (ii) cash in the amount
of the Unsecured Asbestos Personal Injury Claims against ASARCO
other than Asbestos Premises Liability Claims, as estimated by
the Court, pursuant to its estimation order following an
evidentiary hearing, plus postpetition interest on that amount.

The Debtors believe that Class 4 claim holders will be paid in
full by treatment afforded under the Fifth Amended Plan.  The
Official Committee of Asbestos Claimants asserts that the
aggregate Allowed Amount of Unsecured Asbestos Personal Injury
Claims may be as high as $2.1 billion.  If the aggregate
Unsecured Asbestos Personal Injury Claims were allowed at $2.1
billion, the Debtors do not believe that there would be
sufficient Cash to provide a meaningful Cash recovery to Class 3
Claimants on the Effective Date.

The Asbestos Claimants Committee and the FCR strongly disagree
that any plan with the proposed treatment for current and future
asbestos claimants as proposed under the Fifth Amended Plan is
permissible under the Bankruptcy Code.  The Asbestos Claimants
Committee and the FCR assert that no channeling injunction may be
issued pursuant to Section 524(g) of the Bankruptcy Code without
the affirmative vote of 75% of holders of Asbestos Personal
Injury Claims, and the FCR asserts that his consent is mandatory
for all holders of demands to be bound by any of that injunction.
The Asbestos Claimants Committee and the FCR make clear that the
U.S. Congress specifically enacted Section 524(g) as the
exclusive means of achieving a permanent channeling injunction
against present and future asbestos claims, and that the Debtors'
attempt through the Fifth Amended Plan to obtain a channeling
injunction without complying with the mandates of Section 524(g)
is impermissible.

               Intercompany DIP Credit Facility

ASARCO LLC and the Asbestos Subsidiary Debtors sought and
obtained the Court's permission in 2008 for a senior secured term
loan of up to $10 million to be extended by ASARCO LLC to the
Asbestos Subsidiary Debtors, pursuant to Section 364 of the
Bankruptcy Code.  The proffer of Douglas E. McAllister, ASARCO's
executive vice president, general counsel and secretary,
supporting the request stated, "To raise cash, ASARCO monetized
insurance coverage for asbestos-related liability and used the
money to pay its own expenses and other debts rather than to pay
settlement agreements previously reached with asbestos
plaintiffs.  This monetization and diversion practice is
documented repeatedly in the findings included in Judge Hanen's
recent ruling.  ASARCO's debt to the Asbestos Subsidiary Debtors
for such actions is more than the $10 million face amount of the
Intercompany DIP Loan.  Thus, even if the Joint Plan is not
confirmed for any reason, ASARCO may offset against such
intercompany liability to ensure satisfaction of the loan."

The Intercompany Term Loan Credit facility expired on April 1,
2009.  The total balance under the Intercompany Facility was $2.1
million as of April 17, 2009.  The Asbestos Subsidiary Committee
and the FCR maintain that ASARCO's debt to the Asbestos
Subsidiary Debtors for monetization and diversion of insurance is
more than the $10 million face amount of the loan, which ASARCO
admitted during the initial hearing on the request to approve the
loan.

After the Debtors learned that the FCR and the Asbestos
Subsidiary Committee had agreed to support a prospective Parent's
plan and actively oppose confirmation of the Debtors' Plan, the
Debtors informed the FCR and the Asbestos Subsidiary Committee
that it had decided not to renew the expired Intercompany
Facility.  At the request of the Court, the Facility has
nevertheless now been extended through May 15, 2009.  The Parent,
the Asbestos Claimants Committee, and the FCR contend that if the
Facility is not further extended, the Asbestos Claimants and the
FCR may be unable to pay professionals and may be denied adequate
representation.

The Parent, the Asbestos Claimants Committee and the FCR are
concerned that that under the circumstances, (i) the Asbestos
Subsidiary Committee, which represents one of the largest
stakeholders in the ASARCO reorganization cases, and the FCR are
at risk of a compromise of their fiduciary duties to the Asbestos
Claimants, and (ii) there is a risk of compromising the integrity
of the processes surrounding confirmation of the Debtors' Plan,
all resulting from the Debtors' strategic maneuvering.  The
Debtors disagree with these contentions.

ASARCO LLC remains that there is no evidence to support that it
took assets from its subsidiaries to evade asbestos-related
liability or for any fraudulent purpose.  ASARCO insists that
documents show that when it received payments from the
subsidiaries, the subsidiaries received fair consideration in
return, including debt cancellation and management and
administrative services.

The Asbestos Subsidiary Committee and the FCR, however, contend
that ASARCO's actions in compromising certain insurance policies
for ongoing operations prior to Petition Date constitutes
evidence that ASARCO took assets to evade asbestos-related
liability.  ASARCO disagrees with these contentions, and asserts
that its actions were necessary to maintain ASARCO as a going
concern, which inured to the benefit of all parties, including
the Asbestos Subsidiary Debtors.  ASARCO adds that the rights of
the Asbestos Subsidiary Debtors have been preserved by the
actions giving rise to Intercompany Claims in favor of the
Asbestos Subsidiary Debtors.

            Estimation of Derivative Asbestos Claims

ASARCO believes its insurance will cover a substantial amount of
the Asbestos Premises Liability Claims, though it admits it
cannot disclose the terms and conditions of the confidential
agreements in place agreements.  ASARCO anticipates that its
total present and future liability for Asbestos Premises
Liability Claims will be between $30 million and $32 million, and
that the amount not covered by insurance is a fraction of the
estimated amount.

To recall, asbestos parties submitted in early 2007 their
estimates of the maximum aggregate asbestos-related liability of
the Asbestos Subsidiary Debtors as of April and August 2005.  The
estimates ranged from $180 million to $2.655 billion, excluding
the Asbestos Premises Liability Claims, Asbestos Premises
Liability Demands, direct asbestos claims against ASARCO or
defense costs.

Prior to the Petition Date, ASARCO entered into various
prepetition asbestos-related settlements agreements and was also
held liable on certain unpaid prepetition asbestos-related
judgments.  The Fifth Amended Disclosure Statement reveals that
ASARCO does not have a complete listing of the "liable"
judgments, but it estimates that its liability on the prepetition
settlements and judgments for asbestos premises liability
aggregate $2 million or more.

                  Other Financial Provisions

The Fifth Amended Plan also provides that the Plan Administration
Reserve contains amounts that ASARCO has set aside to cover
various contingencies that may arise after the Effective Date,
including $5 million in the Unpaid Cure Claims Reserve,
$12.5 million to $25 million in the Prepetition ASARCO
Environmental Trust Escrow, $20 million in the Indemnification
Escrow, $10 million in the Liquidation Trust Reserve and $15
million in the SCC Liquidation Reserve.  The Plan Administrator
will also establish and fund various other bank accounts pursuant
to the Fifth Amended Plan to address Reorganized ASARCO's
administrative expenses.

The ASARCO Residual Assets, including the Plan Administrative
Reserve, the Vested Causes of Action, stock in Freeport McMoRan
Copper & Gold Inc., AgLand FS, Gateway Co-op and Revett Minerals,
certain coal royalty, and various insurance policies will vest in
Reorganized ASARCO on the Effective Date.  ASARCO reserves the
right to contribute one or more of the ASARCO Residual Assets to
Reorganized Covington, in ASARCO's sole discretion, as ASARCO
will deem appropriate to obtain confirmation of the Fifth Amended
Plan.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and on March 11, 2009, ASARCO LLC
sought Court approval of a settlement and release contained in the
new PSA for the sale of the ASARCO assets for $1.7 billion.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted its own plan which allows it to keep its equity
interest in ASARCO LLC by offering full payment to ASARCO's
creditors.  AMC would provide up to US$2.7 billion in cash and a
US$440 million guarantee to assure payment of all allowed creditor
claims, including payment of liabilities relating to asbestos and
environmental claims.  AMC's plan is premised on the estimation of
the approximate allowed amount of the claims against ASARCO.

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


ASARCO LLC: Deadline for Grupo Mexico's Competing Plan Today
------------------------------------------------------------
After a court affirms that the disclosure statement contains
adequate information necessary for creditors to make an informed
judgment on the plan, the debtor usually proceeds to solicitation
of votes on the plan.  Not for Asarco LLC's case.

Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas signed a written order, on May 12,
2009, approving the Disclosure Statement explaining the Fifth
Amended Joint Plan of Reorganization of ASARCO LLC and its debtor
affiliates, as containing "adequate information" within the
meaning of Section 1125 of the Bankruptcy Code.

According to Bloomberg's Bill Rochelle, despite ASARCO getting
approval of the Disclosure Statement, solicitation packages won't
be sent yet as ASARCO's parent Grupo Mexico SAB still has until
May 15 to file a rival plan.  Americas Mining Corporation is an
affiliate of Grupo Mexico, ASARCO LLC's ultimate parent.

Judge Schmidt said he would consider approving a joint disclosure
statement if Grupo Mexico files a plan, Bloomberg relates.
Creditors, Mr. Rochelle notes, may end up having more than two
plans from which to chose.

In recent court filings, certain parties have made known to Judge
Schmidt their interest in filing a competing plan.  Glencore Ltd.
has noted in court papers that it submitted a plan proposal to the
Debtors on April 21, 2009.  Harbinger Capital Partners Masters
Fund I, Ltd., Harbinger Capital Partners Special Situations Fund,
L.P. and Citigroup Global Markets, Inc., which say they together
own two-thirds of Asarco's bonds and debentures, stated they are
in discussions with the Creditors Committee for a possible Section
363 Plan.

Bill Rochelle recounts that Harbinger and Citigroup made a run at
buying Asarco this time last year and lost out to an offer from
Sterlite Industries (India) Ltd., which later received the
bankruptcy court's authorization to purchase the business for
$2.6 billion.  Asarco was scheduled to confirm a plan in November
until the sale fell though when Sterlite, a subsidiary of India's
Vedanta Resources Plc, refused to complete the acquisition.

Judge Schmidt in April authorized Asarco to sign a new contract
with Sterlite for a price of $1.1 billion cash and a non-interest
bearing nine-year note for $600 million.  The lower price required
changes to ASARCO's plan and results to lower recovery by
creditors.  Sterlite's offer though is subject to higher and
better offers at a court sanctioned auction, which, according to
Mr. Rochelle, will be held in connection the plan confirmation
process.

In the Plan that ASARCO failed to obtain confirmation last year,
unsecured creditors and bond holders with claims totaling $1
billion were expected to obtain full recovery.  In the present
Plan, the entire body of unsecured creditors with claims possibly
reaching $2.4 billion are slated to receive between 60 to 75 cents
on the dollar.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and on March 11, 2009, ASARCO LLC
sought Court approval of a settlement and release contained in the
new PSA for the sale of the ASARCO assets for $1.7 billion.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted its own plan which allows it to keep its equity
interest in ASARCO LLC by offering full payment to ASARCO's
creditors.  AMC would provide up to US$2.7 billion in cash and a
US$440 million guarantee to assure payment of all allowed creditor
claims, including payment of liabilities relating to asbestos and
environmental claims.  AMC's plan is premised on the estimation of
the approximate allowed amount of the claims against ASARCO.

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


ASHLAND INC: Moody's Assigns 'Ba3' Rating on $600 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba3 to Ashland
Inc.'s new $600 million senior unsecured notes due 2017.
Ashland's Ba2 Corporate Family Rating and debt ratings were
affirmed.  Proceeds from the debt offering will be applied towards
refinancing Ashland's existing $750 bridge loan, which partially
financed the November 2008 acquisition of Hercules Incorporated.
The rating outlook remains negative.

The Ba2 CFR reflects Ashland's recent strong 2009 performance that
supports good credit metrics, moderate leverage for its rating
category, diversified portfolio of chemicals businesses, large
size with a diversified customer base in the US and
internationally, meaningful market shares in certain businesses
(e.g., water technologies, Aqualon functional ingredients), and
operational and geographic diversity.  The Hercules acquisition
supports Ashland's strategic goal of expanding its specialty
chemicals business and is expected to improve Ashland's stability
of cash flows and margins through the business cycle.  The ratings
reflect expectations that Ashland will apply free cash flow
towards de-leveraging; as of March 31, 2009, the company had
repaid $206 million of acquisition debt.

The CFR also reflects the typical acquisition integration risks
associated with the Hercules purchase (Moody's note Ashland has
announced that it has already achieved synergies at an annualized
run rate of $217 million since the acquisition) as well as
significant asbestos-related litigation and environmental
liabilities from both the Ashland legacy businesses and the
Hercules businesses.  Ashland's low historical EBITDA margins
(partly a function of its large distribution business), volatile
raw material costs and inconsistent free cash flow generation have
also constrained the rating.

The ratings are summarized below.

Issuer: Ashland Inc.

These ratings were assigned:

  -- $600mm Senior Unsecured Notes due 2017, Ba3 (LGD5, 75%)

These ratings were affirmed:

  -- Corporate Family Rating, Ba2

  -- Probability of Default Rating, Ba2

  -- Senior Unsecured Medium-Term Note Program, Ba3

  -- 7.72% Senior Unsecured Medium Term Notes due 07/15/2013, Ba3
     (LGD5, 75%) from Ba3 (LGD5, 76%)

  -- 8.38% Senior Unsecured Medium Term Notes due 04/01/2015, Ba3
    (LGD5, 75%) from Ba3 (LGD5, 76%)

  -- Senior Unsecured Regular Bond/Debenture

  -- 8.8% Senior Unsecured Debentures due 11/15/2012, Ba3 (LGD5,
     75%) from Ba3 (LGD5, 76%)

  -- $400mm sr sec revolving credit facility due 2013, Ba1 (LGD2,
     27%) from Ba1 (LGD2, 24%)

  -- $400mm sr sec term loan A due 2013, Ba1 (LGD2, 27%) from Ba1
      (LGD2, 24%)

  -- $850mm sr sec term loan B due 2015, Ba1 (LGD2, 27%) from Ba1
      (LGD2, 24%)

Issuer: Hercules Incorporated

  -- 6.60% Notes due 2027, Ba1 (LGD2, 27%) from Ba1 (LGD2, 24%)

  -- 6.50% Jr sub debentures due 2029, B1 (LGD6, 95%) from B1
     (LGD6 91%)

  -- Ratings outlook: Negative

Ashland's good liquidity profile is a positive for the credit
profile in the current uncertain credit markets.  Its liquidity is
supported by expectations for positive free cash flow over the
next 12-15 months, cash balances of $203 million as of March 31,
2009, and $280 million of unused availability under its $400
million revolving credit facility due 2013.  Additionally, only
$40 million was outstanding under its $200 million accounts
receivable securitization program and the company had $242 million
par value of illiquid auction rate securities classified as non
current assets (carried on Ashland's books at $214 million), that
might be a source of liquidity in the future.  Ashland's revolver
matures in 2013 and is expected to remain undrawn, except for
occasional use for working capital purposes and to support letters
of credit ($120 million as of March 31, 2009).  Terms of the
unsecured bonds will limit the amount of dividends payable by the
company.  The company has a favorable debt maturity profile with
no significant debt maturities for the next five years, but must
make debt amortization payments.  (Short-term debt and the current
portion of long-term debt totaled $178 million as of March 31,
2009.)  The credit agreement includes financial covenants (maximum
leverage ratio, minimum fixed charge coverage ratio, minimum net
worth, maximum capital expenditures) that Ashland is expected to
be able to comply with over the next year.

The negative outlook reflects the uncertain 2009 outlook for
Ashland's revenues due to the weakness in the global economy and
end markets such as autos and housing where Ashland has exposure.

The Ba3 rating on the new senior unsecured notes reflects the
substantial amount of debt (predominately $1.2 billion of term
loans and $400 million revolving credit facility) in the capital
structure that is secured and ranks senior to the new notes.  The
notes are guaranteed on a senior unsecured basis by all of
Ashland's domestic subsidiaries that guarantee obligations under
Ashland's Credit Agreement (which encompasses all material US
subsidiaries of the Ashland organization and includes those
acquired as part of the Hercules acquisition).  The bonds will
contain covenants that will limit the incurrence of additional
debt if Ashland's Fixed Charge Coverage Ratio is less than
2.25:1.00 and places upper limits on dividends or other
distributions.

Moody's most recent rating action for Ashland was on November 14,
2008, when the CFR was lowered to Ba2 (from Ba1) and a negative
outlook assigned at the time of the Hercules acquisition.

Ashland, headquartered in Covington, Kentucky, is a distributor of
chemicals and plastics, a manufacturer of specialty chemicals and
related services with a focus on performance materials and paper
and water technologies and, through its Valvoline brand, a
marketer of premium-branded automotive and commercial lubricants.
The company acquired Hercules Incorporated, which had revenues of
$2.3 billion for the LTM ended September 30, 2008, in a
transaction valued at approximately $3.4 billion on November 13,
2008.  Ashland had revenues of $8.4 billion for the LTM ended
March 31, 2009, which reflected less than five months of Hercules'
operating results.


BACHRACH ACQUISITION: Section 341(a) Meeting Slated for June 16
---------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Bachrach Acquisition, LLC's Chapter 11 case on June 16, 2009,
at 2:30 p.m.  The meeting will be held at the Office of the United
States Trustee, 80 Broad Street, Fourth Floor, New York City.

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 office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in New York City, Bachrach Acquisition, LLC --
http://www.bachrach.com/-- sells men's apparel.

The Company filed for Chapter 11 on May 6, 2009 (Bankr. S. D. N.Y.
Case No. 09-12918).  Clifford A. Katz, Esq., Evan J. Salan, Esq.,
Henry G. Swergold, Esq., and Teresa Sadutto-Carley, Esq., at
Platzer, Swergold, Karlan, Levine, Goldberg & Jaslow, LLP,
represent the Debtor in its restructuring efforts.  The Debtor's
assets and debts both range from $10 million to $50 million.


BANKUNITED FINANCIAL: Delays Q2 Report, Expects $443.1MM Net Loss
-----------------------------------------------------------------
BankUnited Financial Corporation has been unable to file its
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2009, by the filing deadline of May 11, 2009.   The
Company said it has not completed the preparation of its financial
results for either the fiscal year ended September 30, 2008, or
the fiscal quarters ended March 31, 2009, and December 31, 2008.
The delay results from the continuing adverse market conditions,
the complexity of accounting and disclosure issues, which
increased the need for additional review and analysis of
BankUnited Financial's business including, without limitation,
regulatory issues, liquidity and capital and the material
weaknesses in internal control over financial reporting.

BankUnited Financial expects to report a loss of $443.1 million or
$12.55 per share for the second quarter 2009 compared to a loss of
$65.8 million or $1.88 per share for the quarter ended March 31,
2008.  For the six months ended March 31, 2009, it expects to
report a loss of approximately $920.6 million, or $26.08 per share
compared to a loss of $91.3 million, or $2.61 per share for the
same period in 2008.

The Company said the increase in loss is primarily a result of its
continuing recognition of significant provisions for loan losses
related to its payment option adjustable rate mortgage portfolio,
lower net interest income due to higher nonperforming assets,
additional cost of maintaining excess cash for liquidity purposes,
other-than-temporary impairments, the write-off of goodwill and
higher losses and carrying costs associated with repossessed real
estate.  As of March 31, 2009, the Company maintains reserves of
approximately $1.0 billion for losses on its loan portfolio.

BankUnited Financial said it is working diligently to try to
complete the filing of its 2008 Form 10-K, First Quarter 2009 Form
10-Q and Second Quarter 2009 Form 10-Q by June 15, 2009.  However,
no assurances can be given concerning its ability to file by
June 15, 2009.  If BankUnited Financial does not file by June 15,
2009, it intends to request additional time from NASDAQ to make
the required filings, although there is no assurance that they
will grant the Company additional time.

                  BankUnited Seeks Merger or Sale

Since July 2008, the Company and BankUnited, FSB, its wholly owned
subsidiary, have entered into various agreements with the Office
of Thrift Supervision that have progressively increased the
Company's regulatory monitoring and reporting requirements and
added significant restrictions on its operations.

On April 14, 2009, the Board of Directors of the Bank entered into
a Stipulation and Consent to Prompt Corrective Action Directive
with the OTS.  The PCA Agreements reiterated several mandatory
operating restrictions of previous agreements, including the Cease
and Desist Orders entered into with the OTS on September 19, 2008.

The PCA Agreements direct the Bank to be capitalized by a merger
with or an acquisition by another financial institution or another
entity, or through the sale of all or substantially all of the
Bank's assets and liabilities to another financial institution or
another entity, within 20 days of the issuance of the PCA
Agreements, pursuant to a written definitive agreement that the
Bank was required to execute within 15 days of the effective date
of the PCA Agreements, unless such timeframes were extended in
writing by the OTS.

A source told The Miami Herald that prospective buyers had until
11 a.m. Thursday to file their bids with the FDIC.  People
familiar with the situation, according to Miami Herald, say the
bids are likely to be structured to include proposals for some
sort of loss-sharing agreement on the huge portfolio of troubled
assets the thrift holds.

Miami Herald says three likely bidder groups have emerged:

   1) TD Bank, which has a major base in Florida, and Goldman
      Sachs;

   2) WL Ross & Co., a distressed asset firm founded by Wilbur
      Ross.  Private equity giants Blackstone Group and Carlyle
      Group were expected to join in that bid, sources told Miami
      Herald; and

   3) JC Flowers & Co., a New York investment firm run by
      J. Christopher Flowers.

The PCA Agreements further required the Bank to achieve and
maintain, at a minimum, these ratios:

   (i) Total Risk Based Capital Ratio of 8%;

  (ii) Tier I Core Risk Based Capital Ratio of 4%; and

(iii) Leverage Ratio of 4% within 20 days of the effective date
       of the PCA Agreements.

Based on its March 31, 2009 reported capital levels, BankUnited
Financial would need to raise approximately $1.0 billion to meet
the Total Risk Based Capital Ratio of 8%, approximately
$706 million to meet the Tier I Core Risk Based Capital Ratio of
4% and approximately $937 million to meet the Leverage Ratio of
4%.  The 20-day period to raise capital and achieve the mandatory
minimum capital requirements under the PCA Agreements expired on
May 4, 2009 without compliance by the Bank.  As a result of the
circumstances, the Bank is subject to regulatory enforcement
actions, including the Federal Deposit Insurance Corporation
receivership.  These events raise substantial doubt about the
Company's ability to continue as a going concern.

                     Efforts to Raise Capital

BankUnited Financial has been actively trying to raise capital at
the holding company level for over a year.  These efforts have
required substantial time, resources and energy from BankUnited
Financial's senior management, who has persistently sought to
identify investors and structure a feasible transaction.  Although
management continues to seek capital at the holding company level,
BankUnited Financial's efforts at this time primarily relate to a
direct recapitalization of the Bank.  No assurance can be given
that BankUnited Financial will be able to raise capital at either
the Bank or the holding company level.  In addition, a
recapitalization of the Bank without a simultaneous
recapitalization of the holding company would reduce or eliminate
the Company's ownership in the Bank, thus raising substantial
doubt about the Company's ability to continue as a going concern.

                  Liquidity and Capital Resources

At May 7, 2009, the Bank had total cash and cash equivalents of
$1.3 billion compared to $1.2 billion and $513 million at
September 30, 2008 and 2007, respectively.  The increase from
September 30, 2007 was primarily driven by an increase in retail
deposit balances and payments received on the Bank's loans and
investment securities.  Management elected to increase cash and
cash equivalents in response to market disturbances that adversely
affected the liquidity position at other financial institutions.

Since November 2008 the Bank has had no available borrowing
capacity with the Federal Home Loan Bank of Atlanta.  As a
consequence, BankUnited Financial has been repaying the FHLB
borrowings as they mature.  Similarly, the Bank has had no
available borrowing capacity from brokered deposits since July
2008, which BankUnited Financial has also been paying as they
mature.

BankUnited Financial's primary funding sources are principal and
interest payments from investments and loan portfolios, retail
deposit growth and cash reserves.  As of March 31, 2009, cash and
cash equivalents were $1.5 billion.  Repayment of FHLB advances of
$145 million and brokered deposits of $112 million at their
scheduled maturity dates subsequent to March 31, 2009, resulted in
a net decline of cash and cash equivalents to $1.3 billion as of
May 7, 2009.

BankUnited Financial has $395 million of FHLB advances scheduled
to mature, and an additional $655 million of FHLB advances are
scheduled to mature through the fiscal year ending September 30,
2009.  As of May 7, 2009, BankUnited Financial had brokered
deposits of approximately $182 million maturing through the fiscal
year ending September 30, 2009.  A continued decline in the
Company's financial condition and additional market disturbances
could create additional concern among depositors, making retail
deposits more costly and difficult to attract and maintain.
Nevertheless, BankUnited Financial anticipates seeking to maintain
and increase retail deposit levels for liquidity purposes.

In addition to the Bank's liquidity, management also monitors the
liquidity at the holding company.  As of May 7, 2009, BankUnited
Financial had an estimated $19 million of liquid assets available
at the holding company.  This amount should allow the Company to
meet obligations at least through the end of the fiscal year ended
September 30, 2009, assuming the continued deferrals of the
Company's debt service obligations on the trust preferred
securities.  The Company has estimated its debt service
obligations as of March 31, 2009, to be approximately $30 million
per year at the holding company level for interest and debt
payments on its Convertible Senior Notes, HiMEDS Units senior
notes, senior debentures and trust preferred securities.

As permitted by the terms of the Company's trust preferred
securities, during the fourth fiscal quarter in 2008 -- the
quarter ended September 30, 2008 -- BankUnited Financial had
elected to defer approximately $13.6 million of the annual debt
service obligation on the trust preferred securities.  Pursuant to
the indentures for the trust preferred securities, BankUnited
Financial is permitted to defer interest payments for 20
consecutive quarters.  To date, BankUnited Financial has deferred
interest payments for three consecutive quarters.

BankUnited Financial, however, said it cannot defer annual
payments of approximately $16.8 million of combined interest
obligations on our Convertible Senior Notes, HiMEDS Units senior
notes, and senior debentures, of which $8.4 million is required to
be paid between April 1, 2009 and September 30, 2009.
Additionally, the holding company incurs non-fixed cash charges
for general and administrative matters of approximately
$3.6 million per quarter.  The PCA Agreements prohibit the Bank
from making dividend payments to the holding company and the
holding company has few other sources of income.  Therefore, no
assurances can be given that the Company will be able to make the
required payments on the debt after the available liquid assets at
the holding company level are depleted.

                         About BankUnited

BankUnited Financial Corp. -- http://www.bankunited.com/-- is the
holding company for BankUnited FSB, the largest banking
institution headquartered in Coral Gables, Florida.  Serving
customers through 85 branches in 13 coastal counties, BankUnited
offers a full spectrum of consumer and commercial banking products
and services, including online products.


BELLA HIGHLANDS: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bella Highlands, LLC
        1291 Galleria Drive
        Suite 200
        Henderson, NV 89014

Bankruptcy Case No.: 09-17699

Chapter 11 Petition Date: May 12, 2009

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

Judge: Linda B. Riegle

Debtor's Counsel: Andrew F. Dixon, Esq.
                  Bowler Dixon & Twitchell LLP
                  400 N. Stephanie Street
                  Suite 235
                  Henderson, NV 89014
                  Tel: 702 436-4333
                  Email: andrew@bdtlawyers.com

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

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

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

         http://bankrupt.com/misc/nvb09-17699.pdf

The petition was signed by Todd Parriott.


BENNETT ENVIRONMENTAL: Raises Going Concern Doubt, Seeks Funding
----------------------------------------------------------------
Bennett Environmental Inc. said there is substantial doubt about
its ability to continue as a going concern.  The Company incurred
a loss of C$2,324,020 from continuing operations during the three
month period ended March 31, 2009.  The Company has generated
negative cash flows from operations over the last four years and
has an accumulated deficit of C$66,032,950 at March 31, 2009.

The Company operated its RSI facility in Quebec during the quarter
for less than a week due to a lack of volume to support efficient
operations.  The RSI facility re-opened on April 6, 2009.

The Company is continuing with its operational reorganization
plans and on December 18, 2008, sold the shares of its Trans-Cycle
Industries, Ltd., and Material Resource Recovery S.R.B.P. Inc.
subsidiaries.  The Company has also entered into an agreement to
sell its Belledune facility which is not operational.

According to Bennett Environmental, continued operations depend on
the Company's ability to generate future profitable operations, to
obtain sufficient financing to fund future operations and,
ultimately, to generate positive cash flows from operating
activities.  The Company is continuing to focus on securing
sufficient sales volumes at profitable sales prices and to
maintain the cost reduction strategies implemented during previous
years.

Bennett Environmental said its ability to continue as a going
concern and to realize the carrying value of its assets and
discharge its liabilities as they become due is dependent on the
successful completion of the actions taken or planned, which
management believes will mitigate the adverse financial conditions
faced by the Company.  There is uncertainty as to whether or not
these objectives will be achieved.  If the Company's strategies
are achieved, management believes that the Company will have
sufficient cash and working capital to fund operations beyond the
first quarter of 2010.

Bennett Environmental posted a net loss of C$2.3 million for the
three months ended March 31, 2009, on sales of C$437,185, compared
to a net loss of C$1.6 million on sales of C$1.2 million.  At
March 31, 2009, the Company had C$21.9 million in total assets;
C$7.9 million in current liabilities and C$3.5 million in long-
term liabilities; and C$10.7 million in shareholders' equity.  At
March 31, 2009, the Company has a cash and cash equivalents
balance of C$6.4 million and positive working capital of
C$1.6 million.

                    About Bennett Environmental

Based in Oakville, Ontario, Canada, Bennett Environmental Inc. --
http://www.bennettenv.com/-- is a North American leader in high
temperature treatment services for the treatment of contaminated
soil and has provided thermal solutions to contamination problems
throughout Canada and the U.S. Bennett Environmental's technology
provides for the safe, economical and permanent solution to
contaminated soil.  Independent testing has consistently proven
that the technology operates well within the most stringent
criteria in North America.


BERNARD L MADOFF: Trustee Seeks to Recover $1.1BB from Harley
-------------------------------------------------------------
Irving H. Picard, Esq., as trustee for the liquidation of the
business of Bernard L. Madoff Investment Securities LLC, has filed
a complaint against Harley International (Cayman) Limited before
BLMIS's SIPA proceeding in the U.S. Bankruptcy Court for the
Southern District of New York.  Mr. Picard wants Harley to return
a total of $1,072,800,000 it received from Madoff from June 23.
2004, until Dec. 11, 2008.

Mr. Picard explains that the adversary proceeding arises from the
massive Ponzi scheme perpetrated by Bernard L. Madoff.  In early
December 2008, BLMIS generated client account statements for its
nearly 7,000 client accounts at BLMIS.  Mr. Picard relates that
when added together, these statements purportedly show that
clients of BLMIS had approximately $64.8 billion invested with
BLMIS. In reality, BLMIS had assets on hand worth a small fraction
of that amount.  On March 12, 2009, Madoff admitted to the
fraudulent scheme and pled guilty to 11 felony counts.

Harley, according to Mr. Picard, received avoidable transfers from
BLMIS, which he aims to recover. Harley, Mr. Pircard notes, "knew
or should have known that its account statements at BLMIS did not
reflect legitimate trading activity and that Madoff was engaged in
fraud."

The Trustee's counsel, David J. Sheehan, Esq., at Baker &
Hostetler LLP, in New York, explains that from at least 1996 until
2008, Harley received unrealistically high and consistent annual
returns, approximating 13.5%, in contrast to the vastly larger
fluctuations in the S & P 100 Index on which Madoff's trading
activity was purportedly based during the time period. Between
1998 and 2008, at least 148 purported trades reflected on Harley's
monthly customer account statements were allegedly exercised at
prices outside the daily range for such securities traded in
the market on the days in question, a fact that easily could have
been confirmed by any investment professional managing the
account. In just the 90 days prior to Madoff's public disclosure
of the Ponzi scheme, Harley withdrew $425 million from BLMIS,
which it knew or should have known was non-existent principal and
other investors' money.  "Harley knew or should have known that
BLMIS was engaged in fraud based on these facts and the numerous
other indicia of fraud [described in the Complaint]," Mr. Sheehan
asserts.

Mr. Picard brings the adversary proceeding pursuant to 15 U.S.C.
Sections 78fff(b) and 78fff- 2(c)(3) sections 105(a), 542, 544,
547, 548(a), 550(a) and 551 of 11 U.S.C. Sections 101, et. seq.,
the New York Fraudulent Conveyance Act (N.Y. Debt & Cred.  270,
et. seq. (McKinney 2001)), and other applicable law, for turnover,
accounting, preferences, fraudulent conveyances, damages in
connection with certain transfers of property by BLMIS to or for
the benefit of Haley. The Trustee seeks to set aside such
transfers and preserve the property for the benefit of BLMIS'
defrauded customers.

While bankruptcy law on fraudulent transfer covers a two-year
period prior to the filing, and preferential transfers cover 90
days, the Trustee asserts it is entitled to a judgment: avoiding
and preserving transfers to Haley within six years of the filing
date pursuant to New York Debtor And Creditor Law Sections 276,
276-a, 278 AND/OR 279.

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

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

                   "Should Have Known" Theory

"As the Harley complaint is framed, it appears to rest on the
theory that a sophisticated investor should have seen enough red
flags to investigate whether there was a fraud," Bloomberg's Bill
Rochelle pointed out.

Mr. Rochelle also noted that last week the trustee sued Gabriel
Capital LP and its managing partner, Ezra Merkin.  The Merkin suit
contained allegations that employees for the investor had
suspicions that a fraud was being conducted.  The Harley complaint
lacks similar allegations, Mr. Rochelle stated.

Furthermore, according to Mr. Rochelle, although the law in this
area isn't crystal clear, some theories say an investor in a Ponzi
scheme can be required to pay back fictitious profits even if the
investor had no reason to believe a fraud was being conducted.  A
companion theory holds that an investor also can be compelled to
return repayment of principal if the investor knew there was a
fraud or had seen enough red flags to suspect that a fraud was
being perpetrated.

                     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.

                      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: Trustee Seeks to Recover $6.7BB from Picower
--------------------------------------------------------------
Irving H. Picard, Esq., as trustee for the liquidation of the
business of Bernard L. Madoff Investment Securities LLC, has filed
a complaint against Jeffry M. Picower, his wife, his foundation
and his related entities, before the U.S. Bankruptcy Court for the
Southern District of New York.  Mr. Picard wants Mr. Picower, et
al., to return transfers totaling of $6.7 billion, majority of
which, the trustee says, are "other people's money."

According to the Complaint, Jeffry Picower was a beneficiary of
this Ponzi scheme for more than 20 years.  Since December 1995, he
and his related entities collectively profited from this scheme
through the withdrawal of more than $6.7 billion dollars.  The
Trustee's investigation has revealed that at least five billion
dollars of this amount was fictitious profit from the Ponzi
scheme.  In other words, Picower, et al., have received, at a
minimum, more than five billion dollars of other people's money.

The trustee's counsel, David J. Sheehan, Esq., at Baker &
Hostetler LLP, in New York, asserts that, among other reasons,
Mr. Picower "knew or should have known that they were profiting
from fraud because of the implausibly high rates of return that
their accounts supposedly achieved."  According to Mr. Sheehan,
Mr. Picower was one of a handful of BLMIS clients with special
access to information from BLMIS, including access to information
about BLMIS' 'target' rates of return for Picower's  accounts.  He
noted that in several cases, Picower's purported annual rates of
return were more than 100%, with some annual returns as high as
500% or even 950% per year.  The average annual rate of return for
the Picower Entities'' regular trading accounts between 1996 and
2007 was approximately 22%, even taking into account extremely low
rates of return in 2000 (ranging as low as negative 770%).  "These
anomalous and astronomical rates of return - both positive and
negative - were neither credible nor consistent with legitimate
trading activity, and should have caused any reasonable investor
to inquire further," Mr. Sheehan said.

Mr. Picower, et al., also knew or should have known that they were
reaping the benefits of manipulated purported returns, false
documents and fictitious profit, Mr. Sheehan asserted.  He cited
some purported "trades" in Picower, et al.'s accounts supposedly
took place before the relevant direction from Picower, or even
before the relevant account was opened or funded.  BLMIS records
further suggest, according to Mr. Sheehan, that not only was
Picower aware (or at a minimum, should have been aware) that BLMIS
was creating backdated transactions, but that Picower and/or his
agent may have used backdated documents to direct such backdated
trades themselves.

                        Basis for the Suit

Mr. Sheehan asserts that the transfers or payments totaling
$6.7 billion to Picower, et al., are avoidable and recoverable
under Sections 544, 550(a)(1) and 551 of the Bankruptcy Code,
applicable provisions of SIPA, particularly 15 U.S.C. Sections
78fff- 2(c)(3), and applicable provisions of N.Y. CPRL 203(g)
(McKinney 2001) and N.Y. Debt. & Cred. Sections 273 - 276
(McKinney 2001).  From December 1995 to the Filing Date,
Defendants withdrew approximately $6.5 billion from their accounts
at BLMIS, at least $5 billion of which was other people's money.

Of the Transfers, more than 220 transfers in the collective amount
of at least $2.4 billion were made during the six years prior to
the Filing Date and are avoidable and recoverable under applicable
provisions of N.Y. Debt. & Cred. Sections 273 to 276, and the
applicable provisions of of the Bankruptcy Code and SIPA,
Mr. Sheehan added.

Mr. Picard also asserts the return a portion of the Transfers
pursuant to the rules on preferential transfers (for transfers
made 90 days prior to the filing) and fraudulent transfers and
conveyances (for transfers made two years before the filing) under
the Bankruptcy Code.

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

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

                     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.


BRIGHT SKY: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: Bright Sky Holdings, LLC
                655 Hembree Parkway, Suite D
                Roswell, GA 30076

Case Number: 09-72060

Involuntary Petition Date: May 7, 2009

Court: Northern District of Georgia (Atlanta)

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Hawaii Holdings LLC            breach of contract   $80,252
1088 Bishop St., Suite 4100
Honlulu, HI 96813


CALIFORNIA STATE: "Loan" of City Funds to Bail Out Budget Opposed
-----------------------------------------------------------------
Just as mayors and city councils in the state of California slash
city budgets and reduce services to deal with the worst economic
crisis in decades, they learned yesterday that state leaders may
try to coerce local governments into providing a forced $2 billion
bailout of the state budget if the May 19 ballot measures fail.
The May Revise option released by Gov. Arnold Schwarzenegger,
containing that bailout, or "loan," essentially forces cities to
rescue the state from its financial quagmire and would cripple
city services.  To take money from cash-strapped cities now
amounts to a profound "anti-stimulus" action by the state.

Saying that he absolutely "despised the proposal," the Governor
also said earlier this week in a meeting with mayors and council
members that he understands this proposal would be devastating to
public safety services and that he did not know how the state
would pay back the loan.  Statewide opinion polls consistently
show a vast majority of Californians themselves don't believe
borrowing should be used to balance the state's budget and oppose
public safety cuts.

The League of California Cities in a statement said California
cities cannot afford to bail out the state when they are already
adopting extremely painful cuts to balance their own budgets.
This shotgun "loan" of city property tax revenues would force
additional service cuts including police and firefighter layoffs
and result in longer emergency response times and fire station
closures.

The League of California Cities cite a snapshot of what some of
California's cities are facing:

   -- Los Angeles is facing a $529 million budget deficit and
      Mayor Villaraigosa has urged the city council to declare a
      fiscal emergency to give him authority to layoff and
      furlough thousands of city employees;

   -- Rohnert Park may have to lay off 31 employees, including 17
      Sworn officers and nine public safety technicians -- and
      would still not be able to balance its budget;

   -- Stockton, to address a $31 million budget deficit, sent
      layoff notices to 55 police officers, 35 civilian employees
      and demoted seven officers; and

   -- Vallejo, in the midst of bankruptcy, may be forced to
      decimate city services by 20 percent and staff are
      recommending that the city council cut 30 sworn officer
      positions as well as close two fire stations.

"It's absolutely unthinkable that the state would consider
sacrificing local public safety at a time like this.  City
officials are already making painful cuts locally, laying off
employees, cutting services and much more, to make our budgets
balance.  Taking local funds used for public safety to bail out
the state budget is the last thing the public wants to see," said
League President and Rolling Hills Estates Mayor Judy Mitchell.

"It's painful. We're going well below our ability to provide
essential services. We have nothing left to cut," said Vallejo
City Council Member Stephanie Gomes.

Reflecting the impact that the stagnating economy has had on city
budgets, cities across the state are passing resolutions declaring
a state of severe fiscal hardship. To date, close to 100 cities
have either passed or are scheduled to pass a resolution.

California's news leaders understand why it's fundamentally wrong
for the state to raid local revenues.  Writing in an op-ed in the
Los Angeles Times, D.J. Waldie, a contributing editor, expressed
it poignantly stating: "The quality of life in California's
neighborhoods will be part of the wreckage. Closed libraries mean
kids won't have a place to go after school. Unsupervised parks
means they won't have a safe place to play.  Furloughed workers
won't be available to process your business license, check your
building plans or deal with your complaint. Everyday life -- the
level at which local government works -- will be harder and
coarser."

The Governor met with city officials earlier this week in Culver
City and San Jose to discuss Propositions 1A-F and the impact of
their failure on state and local services.  He told the assembled
city officials that he will be under extraordinary pressure to
"borrow" local government funds if the ballot measures fail and
the budget deficit reaches $21.3 billion.  The League and the city
officials present told the Governor that they strongly opposed any
borrowing on top of the $900 million cities already provide the
state each year in city property taxes.  The League endorsed the
propositions on April 6.

"The League is supporting Props. 1A -- F because they provide a
framework for beginning to responsibly balance the state budget
without gimmicks.  The state should follow the lead of the cities
of California in dealing with its budget deficit -- cut spending,
sell assets, enhance revenues and don't borrow," said League
Executive Director Chris McKenzie.

City officials will fight any budget proposal that attempts to
raid local property tax revenues to bail out the state budget.

Established in 1898, the League of California Cities is a
nonprofit statewide association that advocates for cities with the
state and federal governments and provides education and training
services to elected and appointed city officials.


CANFIELD INVESTMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Canfield Investment Co.
        445 Main Street
        P.O. Box 9
        Canfield, OH 44406

Bankruptcy Case No.: 09-41718

Chapter 11 Petition Date: May 12, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: Joseph C. Lucci, Esq.
                  20 West Federal Street #600
                  Youngstown, OH 44503-1423
                  Tel: (330) 744-0247
                  Fax: (330) 744-8690
                  Email: jclucci@nnblaw.com

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

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

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

The petition was signed by D. Scott Owens, general partner of the
Company.


CAPITAL CORP: Files for Bankruptcy, Sees No Dime for Shareholders
-----------------------------------------------------------------
Capital Corp of the West anticipates that there will be no funds
available for distribution to any equity holders of the Company in
view of its bankruptcy.

Capital Corp filed for voluntary bankruptcy protection under
Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Eastern District of California, Fresno
Division on Monday, May 11, 2009.

The Bankruptcy Court assumed jurisdiction over the assets of the
Company as of the date of the filing of the bankruptcy petition.
The Company will remain in possession of its assets and continue
to manage its assets as debtor-in-possession, subject to the
provisions of the U.S. Bankruptcy Code and the supervision and
orders of the Bankruptcy Court.  To date no trustee or examiner
has been appointed.  The business operations of its former
subsidiary County Bank were discontinued on February 6, 2009, when
the California Department of Financial Institutions closed the
Bank and appointed the Federal Deposit Insurance Corporation as
receiver of the Bank.

The Company has not filed its annual report on Form 10-K for the
year ended December 31, 2008, does not intend to hold an annual
meeting of shareholders in 2009.

As reported by the Troubled Company Reporter on May 8, 2009,
Capital Corp received a notice of default with respect to
$25.8 million in floating rate junior subordinated debentures due
2037.  Capital Corp of the West said in a regulatory filing it is
obligated under an indenture dated as of October 31, 2007, for
floating rate junior subordinated deferrable interest debentures
due 2037.  Wilmington Trust Company is the trustee under the
indenture.  The amount of these subordinated debt securities is
$25,774,000 plus interest accrued since the Company elected in
July 2008 to defer quarterly interest payments due for the second
quarter and thereafter.

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

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

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

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

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

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

                  About Capital Corp of the West

Capital Corp of the West is a bank holding company, whose primary
asset and source of income is County Bank of Merced.  The Bank has
three wholly owned subsidiaries, Merced Area Investment &
Development, Inc., a real estate company, County Asset Advisors,
and 1977 Services Corporation, which was formed in 2007 to hold
foreclosed real estate.  As of September 30, 2008, CAA was
inactive, and MAID has limited operations serving as the owner of
certain bank properties.  The Company is also the parent of County
Statutory Trust I, County Statutory Trust II, County Statutory
Trust III, and County Statutory Trust IV, which are all trust
subsidiaries, established to facilitate the issuance of trust
preferred securities.  On October 5, 2007, the Company acquired
Bay View Funding, a factoring business headquartered in San Mateo,
CA.  On November 2, 2007, the Bank acquired 11 California branches
of National Bank of Arizona dba The Stockmen's Bank of California.

The Bank is a community bank with operations located mainly in the
San Joaquin Valley of Central California with additional business
banking operations in the San Francisco Bay Area.  The corporate
headquarters of the Company and the Bank's main branch facility
are located at 550 West Main Street, Merced, California.

The proceeding is entitled In re Capital Corp of the West (Bankr.
E.D. Calif. Case No. 09-14298).  Paul J. Pascuzzi of Felderstein
Fitzgerald Willoughby & Pascuzzi, serves as the Debtor's
bankruptcy counsel.  As of September 30, 2008, Capital Corp. of
the West had $1.87 billion in total assets, $1.79 billion in total
liabilities and shareholders' equity of $73.9 million.  In its
Chapter 11 petition, the Company disclosed $1 million to
$10 million in assets.


CELLU TISSUE: S&P Affirms Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Alpharetta, Georgia-based Cellu Tissue Holdings Inc.,
including its 'B' corporate credit rating.  S&P removed all of the
ratings from CreditWatch where they were placed with negative
implications on March 6, 2009.  The outlook is positive.

At the same time, Standard & Poor's assigned its 'B' issue-level
rating (same as the corporate credit rating) and '4' recovery
rating (indicating that lenders can expect average (30%-50%)
recovery in the event of a payment default) to Cellu Tissue's
proposed $230 million senior secured notes due 2014, based on
preliminary terms and conditions.  Proceeds from the new notes
will be used to refinance the company's existing $230 million
senior secured notes due 2010.

"The affirmation reflects our expectation that the new notes
offering will eliminate the uncertainty regarding the company's
ability to address its March 2010 note maturity and the potential
acceleration of its outstanding borrowings under the revolving
credit facility required if the existing notes were not refinanced
by December 2009," said Standard & Poor's credit analyst Andy
Sookram.  "The positive outlook reflects our assessment that Cellu
Tissue's credit measures are likely to improve to a level that S&P
would consider to be consistent with a higher rating over the next
few quarters as the company benefits from an improved product mix,
lower input costs, and acquisition-related synergies despite lower
volumes and potential pricing pressures in conjunction with the
lingering U.S. recession."

The ratings reflect Cellu Tissue's highly leveraged financial
profile due to its high debt levels, modest scale in an industry
dominated by significantly larger and financially stronger
competitors, vulnerability to volatile pulp prices (although a
significant portion of the company's sales contracts allow it to
adjust for price increases), and slightly declining demand for
machine-glazed paper.  The ratings also reflect an increasing
percentage of higher-margin converted tissue product sales.

Cellu Tissue is less diversified than other paper manufacturers,
and it purchases, rather than manufactures, its primary raw
material pulp (which accounts for about 46% of the cost of sales),
made from wood or recycled paper.  Pulp is a global product whose
prices can fluctuate greatly because of reasons unrelated to
demand for the company's products, such as foreign currency,
weather conditions, and buying behaviors of end users.  It
purchases about 50% of its pulp requirement under agreements with
pulp vendors.  Prices are based on market rates, exposing the
company to rising prices.  However, the company's sales contracts
allows it to adjust its selling prices during rising pulp prices,
albeit at a lag that could lead to temporary margin erosion.

Cellu Tissue has expanded its production of private-label
converted tissue products following the acquisition of Atlantic
Paper & Foil in mid 2008.  S&P expects demand for these products
to increase during a recessionary environment as consumers trade
down from premium brands.  However, S&P believes the company's
away-from-home tissue products will continue to be affected by the
decline in leisure travel and higher unemployment because of the
weak economic environment.  Operating margins, before depreciation
and amortization, were virtually unchanged at about 11% for the 12
months ended February 28, 2009, compared with the same period a
year ago as improvements in selling prices and product mix,
combined with cost reductions have helped to offset higher pulp
and energy costs.  S&P expects operating margins to increase
modestly over the next several quarters because of the combination
of higher sales of converted tissue products, which have a higher
selling price than parent rolls (large rolls converted by others
into facial and bath tissue, napkins, and paper towels), continued
benefits derived from the company's profit improvement program,
and the full-year earnings contribution of Atlantic Paper & Foil.

The outlook is positive.  S&P believes that Cellu Tissue's
financial results will continue to improve over the next few
quarters because of increased sales of higher-margin private label
converted tissue products that tend to perform better during a
recessionary environment.  As a result, S&P expects credit
measures to improve to levels S&P would consider to be good for
the current ratings.  Specifically, S&P expects debt to EBITDA and
fund from operations to debt to improve to about 4x and 13%,
respectively, during the next few quarters.  S&P could raise the
ratings by one notch if earnings improve more than S&P expect, due
to further penetration into the private-label converted tissue
market, or if the company is able to further reduce its operating
costs via cost savings initiatives, which could lead to debt to
EBITDA and funds from operations to debt of 4x and 15% on a
sustained basis.  S&P would consider revising the outlook to
stable if sales volumes decline more than S&P expects or if there
is a significant increase in pulp or energy costs, without
corresponding sales price increases, such that debt to EBITDA is
more likely to be sustained between 5x and 6x and funds from
operations to debt of less than 10%.


CELLU TISSUE: Moody's Assigns 'B2' Rating on $230 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Cellu Tissue
Holdings, Inc.'s proposed $230 million senior secured notes due
2014.  Concurrently, the ratings outlook was raised to positive
from stable and Moody's affirmed Cellu Tissue's B2 Corporate
Family Rating, B2 Probability of Default Rating, and SGL-3
liquidity rating.

The proceeds from the sale of the 2014 notes will be used to
redeem the existing $222 million 9 _ senior secured notes due 2010
and for other general corporate purposes.  The B2 rating on the
2010 notes is unchanged and Moody's expects to withdraw this
rating upon closing of the redemption.

The positive outlook reflects improved operating margins,
profitability and cash flow over the past two years which have
resulted in leverage and interest coverage metrics that are strong
for the B2 rating category.  Cellu Tissue appears to have
successfully integrated the July 2008 Atlantic Paper & Foil
acquisition and has realized synergies and process improvements in
excess of original expectations.  Additionally, the company
continues to strategically grow its converted tissue segment,
particularly in the private label retail market that is somewhat
recession-resistant and has steadily taken North American market
share from branded products over the past decade.  Nonetheless,
the ratings are constrained by Cellu Tissue's relatively small
revenue base and limited geographic scale.  The outlook could be
stabilized if volumes or margins decline on a sustained basis,
liquidity deteriorates, or the company undertakes a significant
debt-financed acquisition.

This rating (LGD assessment) was assigned:

  -- $230 million proposed senior secured notes due 2014, B2
     (LGD4, 57%)

Moody's affirmed these ratings (LGD assessment):

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- Speculative Grade Liquidity Rating, SGL-3

  -- $222.3 million senior secured notes due March 2010, B2 (LGD4,
     57%)

Cellu Tissue is a manufacturer of converted tissue products,
tissue hard rolls and machine-glazed paper used in the manufacture
of various end products, including diapers, facial and bath
tissue, assorted paper towels and food wraps.  Headquartered in
Alpharetta, Georgia, Cellu Tissue generated pro forma sales of
approximately $552 million in the fiscal year ended February 28,
2009.


CIB MARINE: To Amend Proposal to Restructure TruPS
--------------------------------------------------
The Milwaukee Journal Sentinel reports that John P. Hickey Jr.,
president and chief executive of CIB Marine Bancshares, Inc., said
the Company is in the process of preparing an amended proposal
that is more acceptable to holders of its trust-preferred
securities.

As reported by the Troubled Company Reporter on April 20, CIB
Marine moved to May 11 the deadline for bondholders to vote in the
Company's proposal to restructure obligations related to its trust
preferred securities.

As of the April 10 voting deadline, CIB Marine was notified that a
sufficient number of negative votes were cast by the applicable
holders of two series of TruPS to prevent approval of the Plan of
Restructuring.  Based upon conversations that CIB Marine and its
investment banking firm have had with certain of the TruPS
holders, including certain holders who have initially voted
against the Consent Solicitation, CIB Marine elected to extend the
voting deadline to give it more time to consider amending the
terms of the Consent Solicitation and Plan of Restructuring to
address the holders' concerns, as well as to consider other
available options.

"We'll go back out to them in the next few weeks," Mr. Hickey
said, according to the Milwaukee Journal Sentinel.

The Company is seeking consent from all trust preferred securities
holders, including:

   -- the holders of securities that represent a part of the
      collateral pool for these CDOs in which senior bondholders
      are eligible to vote:

      (1) Regional Diversified Funding (CUSIPs: 75902AAA6 and
          75902AAB4),

      (2) Senior Tranche of PreTSL I (Preferred Term Securities,
          Ltd. (CUSIPs: 740408AA7 and G7219MAA4)), and

      (3) Senior Tranche of PreTSL II (Preferred Term Securities
          II, Ltd. (CUSIPs: 74040KAB8, 74040KAF9, G7220EAB7));
          and

   -- the holders of securities issued by CIB Statutory Trust V.

CIB Marine submitted on March 16, 2009, a Consent Solicitation to
holders of its existing TruPS to restructure its obligations under
those instruments.  Pursuant to its Plan of Restructuring, the
roughly $100.9 million of current indebtedness (including accrued
interest of $39.1 million) under the debentures held by the Trusts
would be replaced with roughly $94.9 million aggregate liquidation
preference of newly-issued CIB Marine 7% Fixed Rate Perpetual
Noncumulative Preferred Stock.

CIB Marine proposed the Plan of Restructuring for these reasons:

     * To prevent the default of CIB Marine's outstanding
       debentures scheduled to occur between March 25, 2009, and
       April 30, 2009 and to help provide it with a more stable
       capital structure;

     * To eliminate $100.9 million of indebtedness from CIB
       Marine's balance sheet and significantly improve its
       regulatory capital position;

     * To substitute noncumulative 7% dividends (on the Company
       Preferred) for the higher-rate interest on the debentures
       in order to help improve CIB Marine's future operating
       results.

By preventing or curing the default of the debentures and TruPS,
reducing debt, and improving its equity, regulatory capital
position and future operating results, CIB Marine hoped the
approval of the Plan would position the Company itself to seek a
business combination transaction on terms that could be more
advantageous to CIB Marine and result in greater value for both
the holders of the existing TruPS, as well as CIB Marine's common
shareholders.

If the Plan of Restructuring is ultimately not approved, CIB
Marine will not be able to cure its default on the TruPS.

CIB Marine continued to sustain significant operating losses in
2008.  Net loss after factoring in income from discontinued
operations was $34.4 million, compared to $13.8 million in 2007.
Net loss from continuing operations was $36.2 million, compared to
$15.2 million in 2007.

At December 31, 2008, total assets at the CIB Marine parent
company were $117.1 million, which included $13.2 million of
liquid assets; and total liabilities were $102.3 million.  CIB
Marine has said there is no other source of repayment of the
TruPS, other than these assets.  CIB Marine defaulted on one
series of the TruPS on March 25, 2009 and, absent additional
capital, cash or a successful restructuring of the TruPS, will
default on the other three series of TruPS during the second
quarter of 2009.

KPMG LLP, in Milwaukee, Wisconsin, in its audit report, raised
substantial doubt about the Company's ability to continue as a
going concern.

                    About CIB Marine Bancshares

CIB Marine Bancshares, Inc., is a multi-bank holding company with
its principal executive offices in Pewaukee, Wisconsin, a suburb
of Milwaukee.  CIB Marine owned and operated two separately
chartered commercial banking organizations at December 31, 2008:
Central Illinois Bank, with its main office in Champaign,
Illinois, and Marine Bank, with its main office in Wauwatosa,
Wisconsin, a suburb of Milwaukee.  CIB Marine offers a full array
of traditional banking services through its bank subsidiaries.
These services include a broad range of loan products, such as
commercial loans, commercial real estate loans, commercial and
residential construction loans, one-to-four family residential
real estate loans, consumer loans, and commercial and standby
letters of credit; accepting demand, savings and time deposits,
providing commercial paper and repurchase agreements; and
providing other banking services.  At December 31, 2008, CIB
Marine and all of its bank and nonbank subsidiaries had a combined
total of 197 full-time equivalent employees.


CHARTER COMMS: Court Blocks DirecTV's Bankruptcy Ads
----------------------------------------------------
Andrew M. Harris at Bloomberg News reports that the Charter
Communications Inc. has won a lawsuit against DirecTV Inc., whose
advertisements allegedly try to mislead consumers into switching
TV service.

"We are pleased that a temporary restraining order against
DirecTV's clearly false and misleading advertisements was
granted," Charter General Counsel Grier Raclin said in an e-
mailed statement to Bloomberg.

According to Mr. Harris, U.S. District Judge Rodney Sippel barred
some of the allegedly offending after hearing argument from
company lawyers in St. Louis federal court.

As reported by the Troubled Company Reporter on May 14, 2009,
Charter Communications sued DirecTV over advertisements that tout
the Company's bankruptcy filing.  Charter Communications alleged
that DirecTV used "false and misleading" ads claiming that Charter
couldn't provide the latest technology, add high-definition
channels or offer new exclusive programming given its financial
troubles.  The ads have been running in print, radio, billboards,
and direct mailings to consumers in Connecticut, Illinois,
Louisiana, Michigan, Missouri, Nevada, South Carolina, and
Wisconsin.

According to Bloomberg, the court has blocked DirecTV from running
the ads.

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

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

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D. N.Y.
Case No. 09-11435).  Pacific Microwave filed for bankruptcy
protection on April 20, 2009, disclosing assets of not more than
$50,000 and debts of more than $1 billion.

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

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

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


CHEMTURA CORP: Taps Allen & Overy as Counsel on EU Matters
----------------------------------------------------------
Chemtura Corp. and its affiliates sought and obtained permission
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Allen & Overy LLP as their special litigation
counsel nunc pro tunc to their Chapter 11 petition date, pursuant
to Section 327(e) of the Bankruptcy Code, in connection with
certain European Union anti-trust matters.

Pre-bankruptcy the Debtors engaged Allen & Overy in conjunction
with the European Commission's investigation on possible anti-
trust violations relating to the sale and marketing of various
classes of heat stabilizers, related Billie S. Flaherty, Chemtura
Corporation senior vice president, general counsel and secretary.
The European Commission has granted the Debtors immunity from
fines conditioned on the Debtors' cooperation with the
investigation, Mr. Flaherty noted.

As anti-trust litigation counsel to the Debtors, Allen & Overy
will:

   (a) complete a review of the documents on the European
       Commission's file;

   (b) prepare a response to the Statement of Objections that
       was issued by the European Commission on March 17, 2009,
       after discussions with the Debtors on the strategy to be
       adopted;

   (c) prepare for and attend the oral hearing; and

   (d) liaise with the European Commission to ensure that queries
       or requests for additional information are responded to
       expeditiously.

The Debtors will pay Allen & Overy for its services based on
these rates:

        Professional                   Hourly Rate
        ------------                   -----------
        Partners                       $860 to $925
        Counsel                        $860
        Associates                     $435 to $775
        Trainees/Paralegals            $275

The Debtors will also reimburse the firm for reasonable and
necessary out-of-pocket expenses.

Before the Petition Date, Allen & Overy invoiced the Debtors
GBP549,714 for legal services it provided, GBP103,781 of which has
not been paid.

Ms. Flaherty assures the Court that while certain aspects of the
firm's representation will involve both Allen & Overy and the
Debtors' restructuring counsel, Allen & Overy's services will be
complementary rather than duplicative of those to be rendered by
the Debtors' restructuring counsel.

Philip Mansfield, Esq., a partner at Allen & Overy, in the
United Kingdom, disclosed that while certain of his firm's
current or former clients or the affiliates of those clients are
potentially interested parties of the Debtors, the matters of
possible conflict have already been resolved and are no longer
open.  He assured the Court that Allen & Overy does not hold
represent any interest adverse to the Debtors in matters for
which the firm is engaged.

                      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: Gets Court OK to Tap Genetelli as Tax Consultants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Chemtura Corp. and its affiliates to employ Richard W.
Genetelli, C.P.A., P.C., doing business as The Genetelli
Consulting Group, as their state and local tax services provider
nunc pro tunc to March 18, 2009.  The Debtors relate that they
engaged Genetelli to provide state and local tax related services
prepetition.

As tax compliance services provider to the Debtors postpetition,
the Genetelli firm will:

   (a) prepare and review the Debtors' state and local income and
       franchise tax returns in the various jurisdictions where
       they have business presence that creates a filing
       requirement;

   (b) prepare and review the Debtors' state and local gross
       receipts and sales and use tax returns in pertinent
       jurisdictions; and

   (c) prepare and review the Debtors' state and local personal
       property tax returns in the various jurisdictions where
       business personal property is located.

The Debtors will pay Richard W. Genetelli's services at an hourly
rate of $300 per hour, and Mr. Genetelli's staff at an hourly
rate of $150.

The Genetelli firm will also provide the Debtors various state
and local tax consulting and advisory services, including:

   (1) state and local tax consulting and advisory services that
       may involve research, review of information, computations,
       analysis, preparation and review of memoranda, preparation
       and review of schedules, meetings and discussions with
       company representatives;

   (2) evaluation of certain tax planning strategies;

   (3) advice and assistance with respect to matters involving
       state and local tax authorities on audits, notices and
       other communications with respect to all state and local
       taxes;

   (4) sales and use tax consulting services;

   (5) determination of quarterly provisions for state and local
       tax purposes; and

   (6) assistance with respect to the withdrawals of entities
       from states in the event of a termination, merger,
       liquidation, dissolution or similar event.

For the additional advisory services, the Debtors will pay
Mr. Genetelli $400 an hour and his staff $275 an hour.  The
Debtors will also reimburse the firm for reasonable out-of-pocket
expenses incurred in connection with the engagement.

The Debtors relate that within 90 days before the Petition Date,
they paid Genetelli $528,550 for services rendered.

Mr. Genetelli assured the Court that his firm is a disinterested
person within the meaning of Section 101(14) of the Bankruptcy
Code, as required by Section 327(a) of the Bankruptcy Code.

                     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: Can Hire Great American as Appraisers
----------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York signed an order authorizing Chemtura Corp.
and its affiliates to employ Great American Group Machinery &
Equipment, LLC, as their appraisers nunc pro tunc to March 18,
2009.

Great American will conduct an appraisal of the Debtors'
machinery and equipment and will also provide analysis and
consultation to the Debtors pertaining to the valuation of the
assets as part of the due diligence necessary to obtain debtor-
in-possession financing.  Steven C. Forsyth, Chemtura
Corporation's executive vice president and chief financial
officer, disclosed that the Debtors employed Great American
prepetition to provide appraisal and valuation-related services.

In the postpetition period, the Debtors expect Great American to:

   -- provide them a projection of gross and net values relative
      to certain machinery and equipment located at their
      facilities;

   -- assess certain machinery and equipment and compare current
      related values for similar assets in consideration of age,
      manufacturer, model, characteristics, size and
      capabilities; and

   -- provide an appraisal report to include an explanation of
      valuation methodology, Debtor and valuation overviews, and
      description of probable liquidation scenarios, and possible
      liquidation strategies along with projected timelines.

The Debtors will pay Great American a fixed rate of $135,000 for
its services, plus reimbursement of reasonable and related out-
of-pocket costs incurred and will incur.  The Debtors paid Great
American a $67,500 deposit in the 90-day period immediately prior
to the Petition Date, according to Great American's records.

Marc Swirsky, president of Great American Group Machinery &
Equipment LLC, in Woodland Hills, California, assures the Court
that his firm does not hold or represent an interest adverse to
the Debtors' estates, and is a disinterested person within the
meaning of Section 101(14) of the Bankruptcy Code, as required by
Section 327(a) of the Bankruptcy Code.

                      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: Withdraws WolfBlock Hiring After Firm Dissolved
--------------------------------------------------------------
Chemtura Corp. and its affiliates inform Judge Robert Gerber of
the U.S. Bankruptcy Court for the Southern District of New York
that the partnership of WolfBlock LLP was dissolved in March 2009.
Accordingly, the Debtors withdraw their application to employ the
firm as their conflicts counsel.

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: Duane Morris Assumes WolfBlock Assignment
--------------------------------------------------------
At the behest of Chemtura Corp. and its affiliates, Judge Robert
Gerber of the U.S. Bankruptcy Court for the Southern District of
New York signed an order authorizing the employment of Duane
Morris LLP, on an interim basis, (i) as the Debtors' conflicts
counsel, nunc pro tunc to April 13, 2009, under a general
retainer, and (ii) as the Debtors' counsel under a contingent fee
agreement in connection with a pending price fixing litigation.

The Debtors have withdrawn their request to employ WolfBlock LLP
as conflicts counsel as the firm has dissolved.  In its place, the
Debtors tapped Duane Morris to replace WolfBlock.

As conflicts counsel to the Debtors, Duane Morris will render
professional services for certain discrete matters.  Duane Morris
is also expected to:

   (a) advise the Debtors with respect to their powers and duties
       as debtors-in-possession in the continued management and
       operation of their business and properties;

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

   (c) take necessary action to protect and preserve the Debtors'
       estates, including prosecuting actions on the Debtors'
       behalf, defending any action commenced against the Debtors
       and representing the Debtors' interests in negotiations
       concerning litigation in which the Debtors are involved,
       including objections to claims filed against the estates;

   (d) prepare motions, applications, answers, orders, appeals,
       reports and papers necessary to the administration of the
       Debtors' estates;

   (e) take any necessary action on behalf of the Debtors to
       obtain approval of a disclosure statement and confirmation
       of one or more Chapter 11 plans;

   (f) represent the Debtors in connection with obtaining
       postpetition financing;

   (g) advise the Debtors in connection with any potential sale
       of assets;

   (h) advise the Debtors on the rights of offset and the
       applicability of the "safe harbor" provisions of the
       Bankruptcy Code;

   (i) appear before the Court, any appellate courts and the
       U.S. Trustee, and protect the interests of the Debtors'
       estates before those Courts and the U.S. Trustee;

   (j) consult with the Debtors regarding tax matters; and

   (k) perform other services, including the analysis of the
       Debtors' leases and executory contracts and their
       assumption, rejection or assignment; the analysis of the
       validity of liens against the Debtors' interests in
       property and advice on corporate, litigation, employment,
       intellectual property, governmental investigatory,
       regulatory and environmental matters.

For these services, the Debtors will pay Duane Morris based on
these hourly rates:

             Professional             Hourly Rate
             ------------             -----------
             Partners                 $360 to $920
             Special Counsel          $305 to $785
             Associates               $245 to $550
             Paraprofessionals        $135 to $355

The Debtors will also reimburse the firm for necessary expenses
it incurred or will incur in connection with the contemplated
services.  Gerard S. Catalanello, the primary partner at
WolfBlock who had been engaged by the Debtors, has joined Duane
Morris as a partner, the Debtors disclosed.

In addition to providing the conflicts-related legal services,
the Debtors also seek to employ Duane Morris to continue its
representation in a complaint filed on behalf of Chemtura
Corporation against Solvay S.A., Solvay America, Inc., Solvay
Chemicals, Inc., FMC Corporation, Arkema, S.A. and Arkema, Inc.,
for conspiracy in fixing the prices of hyrdogen peroxide sold to
the Debtors, in violation of anti-trust law.  The case is pending
before the U.S. District Court for the Eastern District of
Pennsylvania.

The Debtors seek to pay Duane Morris a contingent fee equal to
the higher of (i) 20% of any recovery, including any amount
awarded as attorneys' fees, or (ii) the amount of a fee award,
for  services in the fixing litigation, excluding expenses
awarded that were paid by the Debtors.  The Debtors will also
reimburse the firm of related actual, necessary expenses
incurred.

The Chemtura Antitrust Complaint has been consolidated with
putative claims against FMC and Arkema.  Class claims against
Solvay have been settlement, but Chemtura opted out of the class
settlement and has pursued its individual claims against Solvay.
Prior to the Petition Date, the Debtors and Solvay negotiated to
settle the Debtors' claims but no consensual settlement
materialized.  As of April 24, 2009, the Debtors have not opted
out of a potential class settlement with FMC and Arkema.

Duane Morris has agreed to advise the Debtors in their
participation in the putative class against FMC and Arkema and to
waive any right to a contingent fee based on receipts the Debtors
may receive from their participation in the putative class.  If
the Debtors opt out of any class settlement with FMC and Arkema,
Duane Morris will be entitled to the contingent fee for pursuing
the Debtors' claims against FMC and Arkema.

Gerard S. Catalanello, Esq., a member of Duane Morris LLP, in New
York, assured the Court that his firm is a disinterested person
within the meaning of Section 101(14) of the Bankruptcy Code, and
does not hold or represent an interest adverse to the Debtors
estates.

In a supplemental declaration, Mr. Catalanello disclosed that
Duane Morris will implement a formal ethical screen, as requested
by the Office of the U.S. Trustee for Region 2, pursuant to which
any screened attorneys at the firm will not be allowed access to
confidential information related to the firm's representation of
the Debtors.

                      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: Court OKs DLA Piper Engagement as Special Counsel
----------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York signed an order authorizing Chemtura Corp.
and its affiliates to employ DLA Piper LLP (US) as special counsel
nunc pro tunc to the Petition Date in connection with matters
related to litigation, environmental concerns, labor issues and
franchise issues.

   * Litigation.   DLA Piper represents Debtors Bio-Lab, Inc.,
                   Great Lakes Chemical Company, and Chemtura
                   Corporation with respect to all claims and
                   lawsuits relating to a May 24, 2004 fire at
                   Bio-Lab's facilities in Conyers, Georgia.
                   Four putative class actions and nine
                   lawsuits with multiple plaintiffs are
                   currently pending in relation to the
                   Georgia Litigation.

   * Environmental DLA Piper represents Bio-Lab in an
                   ongoing investigation and threatened
                   enforcement action initiated by the United
                   States Environmental Protection Agency
                   related to a 2004 pool chemicals warehouse
                   fire in Conyers, Georgia.  The EPA contends
                   that Bio-Lab violated the Clean Air Act,
                   the Clean Water Act and other environmental
                   statutes and their implementing regulations,
                   and has demanded million of dollars in civil
                   penalties as well as injunctive relief.  The
                   EPA has not yet commenced a civil judicial
                   enforcement action.

   * Labor.        DLA Piper acts as general outside labor
                   counsel for the Debtors and handles all labor
                   matters, with minor exceptions.  DLA Piper
                   performs services with respect to collective
                   bargaining, NLRB proceedings, labor
                   litigation, and general labor advice.

   * Trademark.    DLA Piper represents the Debtors in (i) chain-
                   of-title trademark assignment issues for the
                   FLOCON mark in foreign jurisdictions, and (ii)
                   in preparing and drafting arguments to the
                   United States Patent and Trademark Office in
                   response to the Office Action issued against
                   U.S. Trademark Application No. 78/644,643.

   * Franchising   DLA Piper is assisting the Debtors in the
                   development of the franchising of its WKND
                   retail store and service business concepts.

DLA Piper has represented the Debtors in certain prior to the
Petition Date.

The Debtors will pay DLA Piper for its services based on the
firm's customary rates:

            Professional            Hourly Rate
            ------------            ------------
            Partners                $436 to $695
            Of Counsel              $396 to $554
            Associates              $273 to $576
            Paralegals              $146 to $215
            Staff Attorneys         $220

The Debtors will also reimburse the firm for reasonable and
necessary out-of-pocket expenses.

During the 90 days immediately before the Petition Date, the
Debtors paid DLA Piper $361,339 for prepetition services.  The
firm asserts that as of the Petition Date, the Debtors owe it
$1,017,380 for prepetition fees and services.  The Debtors
continue to review their records as to the amount owing to the
firm.

Billie S. Flaherty, the Debtors' senior vice president, general
counsel and secretary, noted that by having DLA Piper focus on
the issues noted as special counsel, the Debtors' main
restructuring and other special counsel will be able to better
focus on their own competencies in the Debtors' reorganization
process.

Thomas R. Califano, Esq., a partner at DLA Piper, in New York,
assures the Court that no professional of his firm represents any
interest adverse to the Debtors.

                      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: S&P Assigns 'BB+' Rating on $400 Mil. Facility
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a
preliminary 'BB+' rating to Chemtura Corp.'s $400 million debtor-
in-possession senior secured super-priority credit facility.

The DIP facility consists of a $250 million new money term loan, a
$63.5 million new money revolving credit facility, and an
$86.5 million "roll-up" of prepetition revolver commitments.  The
borrower of the new money and roll-up loans is parent company
Chemtura.  The DIP facilities mature the earlier of March 18,
2010, or upon the effectiveness of a reorganization plan.

                           Ratings List

                           Chemtura Corp.

  Corporate credit rating                                D/--/--

                            New Rating

   $400 mil DIP sr secured super-priority credit facility  BB+
   (Prelim)


CHRYSLER LLC: To Walk Away From 789 Dealership Agreements
---------------------------------------------------------
Pursuant to Sections 105, 365 and 525 of the Bankruptcy Code and
Rule 6006 of the Federal Rules of Bankruptcy Procedure, Chrysler
LLC and its affiliates ask Judge Arthur Gonzalez to enter an order
authorizing them to reject, effective as of June 9, 2009,
Chrysler, Jeep, Dodge or Dodge Truck dealership agreements with
789 dealers.

A list of the 789 Dealership Agreements is available for free at:

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

A list of the Dealership Agreements to be assumed by the Fiat-
owned Company in connection with the 11 Sec. 363 transaction is
available for free at:

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

A copy of the Rejection Motion is available for free at:

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

The Court will convene a hearing to consider the proposal June 3,
2009, 11:00 a.m. (ET).  Objections are due May 26, 2009, 4:00 p.m.
(ET).

Corinne Ball, Esq., at Jones Day, in New York, explains that other
than certain sales to the government, virtually all of the
vehicles manufactured by the Debtors are sold to the U.S. general
public through a network of authorized dealers.  Over the years,
this network grew to cover all 50 states, peaking at approximately
6,500 dealers in the mid-1960s, which has subsequently declined
over time.

According to Ms. Ball, although the Debtors' large and extensive
domestic dealer network provides increased outlets for the sale of
the Debtors' products, its size and scope has created significant
challenges as market conditions and demographic factors have
changed over time.  For example, the Debtors' dealers compete not
only with dealers selling the products of other original equipment
manufacturers, such as Ford and Toyota, but also with each other
in surrounding markets.  Some of the Debtors' dealers may have
only one linemake (for example, Chrysler, Dodge or Jeep), while
others have all three linemakes.  Thus, a Chrysler-Jeep dealership
may compete with a nearby Dodge dealership. For example, a
Chrysler dealer may sell Chrysler Town & Country minivans and a
nearby Dodge dealer may sell Dodge Caravan minivans, which may
compete for the same customers.

Over time, the market for new motor vehicles has changed
dramatically, Ms. Ball further explains.  Numerous other
competitors selling a wide variety of vehicles, including Toyota,
Honda, Hyundai and Kia, have entered the market and captured a
larger share of the automotive market.  As a result, the larger
Domestic Dealer Network has faced increasing financial pressures
on profitability as the market share of the Debtors and other
domestic OEMs declined over time in the face of increasing foreign
competition.  With so many outlets available for the Debtors'
products and more limited market share, many dealers' annual sales
of vehicles fell below targeted levels, limiting dealer
profitability and the ability of many dealers to reinvest
in the dealership and enhance the experience of consumers.

In addition, as suburbs grew and the modern interstate system
continued to evolve, longstanding dealerships no longer were in
the best or growing locations.  Many rural locations also served a
diminishing population of potential consumers.  Some dealership
facilities became outdated. Other locations faced declining
traffic count and declining populations.  By contrast, the newer
OEMs selling competing vehicles, such as Toyota, Honda, Hyundai
and others, did not enter the U.S. markets or did not
significantly expand within U.S. markets until much later in time.
They did not have the legacy network dealers.  They
began to assemble new networks with new and better locations in
growing markets, with numerous models consolidated under a single
roof, with more modern facilities, focused on large
metropolitan areas.

"Over time, the throughput of the newer OEMs continued to grow
while the throughput of the Debtors continued to decline.  On
average, the dealers for several of the newer OEMs now have
substantially higher throughput, resulting in better and more
sustainable sales and profitability and providing greater
resources for marketing, reinvesting in the business, improving
facilities and enhancing the consumer experience and customer
service," Ms. Ball states.

In addition, such larger throughput supports substantially higher
average profits for competitive dealerships, enables competitors
to often attract the more experienced and highly qualified
personnel from the Debtors' Domestic Dealer Network, and enables
those dealers to offer extra services and benefits that can
improve customer satisfaction for the brands offered.

The Debtors' larger Domestic Dealer Network also substantially
increases expenses and inefficiencies in the distribution system,
forcing the Debtors to spend additional resources on training, new
vehicle allocation personnel, processes, and procedures, oversight
of the Domestic Dealer Network, auditing and monitoring expenses
for dealer operations, and all of the other operational expenses
that must be incurred to maintain, support, facilitate and oversee
a larger dealer network. In addition, the numerous "partial line"
dealerships in the Domestic Dealer Network requires the continued
production of overlapping models under different brands, which
further increases unnecessary costs and introduces substantial
inefficiencies in the distribution system.  In sum, the smaller,
more efficient, more profitable dealer network for the transplant
OEMs has become a competitive disadvantage for the Domestic Dealer
Network.

According to Ms. Ball, the Debtors have been actively addressing
their dealer network issues for a number of years.  As part of
their ongoing business plans, the Debtors have engaged in a long
term process to rationalize their dealer network.  The goals of
this effort included working with the dealers to consolidate all
three of the Debtors' brands at each dealership and reshape the
network to realign the retail outlets using the best dealers, in
the best locations, with the best facilities.  This process has
been time-consuming and expensive as a result of a complex web of
state laws that protect dealers and limit the ability of the
Debtors to expeditiously terminate, relocate or consolidate
dealerships.

Despite these obstacles, and at substantial cost, the Debtors have
reduced their dealer network from approximately 4,320 dealers in
2001 to 3,181 as of the Petition Date.  These efforts are
ongoing.  As part of their prepetition long-term viability plan,
the Debtors identified the completion of their dealership
rationalization efforts as one of the core initiatives.

Consistent with their Viability Plan, the Debtors are seeking to
obtain approval of and implement the Fiat Transaction or another
transaction with a competing bidder to sell their assets on a
going concern basis.  A key component of the Fiat Transaction is
the transfer to New Chrysler of a strong, well-positioned dealer
network to continue selling Chrysler, Dodge and Jeep vehicles to
consumers and to service these vehicles.

To that end, the Fiat Transaction contemplates and, in fact,
requires the acceleration of the Debtors' network rationalization.
This effort to strengthen the Domestic Dealer Network is a
critical component of the proposed Fiat Transaction both to
improve the viability of the Domestic Dealer Network and position
New Chrysler for viability and long-term success.  Such effort
also is expected to be important in any alternative sale
transaction involving the Domestic Dealer Network.  The
consummation of such a sale, including the further rationalization
of the Domestic Dealer Network, will materially benefit the
Debtors' estates, maximize the value available to stakeholders and
provide substantial benefits to the remaining dealers.

As a result, the Debtors have determined, in a sound exercise of
their business judgment and after an extensive analysis and
consultation with New Chrysler, to exercise their right to reject
789 dealership agreements and related ancillary agreements,
pursuant to Section 365 of the Bankruptcy Code.

Moreover, given (a) the complexity and urgency of the transactions
involved, (b) the number of dealers and other parties impacted,
(c) the need for the Debtors to move quickly to implement the
requested relief through affirmative actions in the marketplace
and (d) the possibility of disputes regarding the impact of
rejection on the implicated commercial relationships and related
legal rights, the Debtors believe that it is essential for the
Court to issue related rulings to ensure that the Debtors obtain
the full and immediate benefit of rejection.  There is little
precedent for the bankruptcy of a major OEM, and dealers and other
parties impacted by rejection may not understand (or accept) its
impact.  Thus, the Debtors seek ancillary relief in support of
rejection to minimize any risks caused by ongoing disputes or
uncertainty and to ensure that the benefits of the rejection are
preserved to the fullest extent possible.  Chrysler asks the Court
to enter an order:

   (a) determining that any state and local statutes, rules and
       regulations of any kind or nature whatsoever, including
       without limitation the dealer statutes, are preempted by
       the Bankruptcy Code to the extent that they purport to, or
       could be interpreted or applied to, interfere with,
       undermine or impact the full and complete rejection of the
       Rejected Dealer Agreements;

   (b) determining that New Chrysler and all Remaining Dealers are
       "person[s] with whom [the Debtors have] been associated"
       within the meaning of Section 525 of the Bankruptcy Code
       and therefore are entitled to the protections of section
       525 of the Bankruptcy Code;

   (c) clarifying the scope of the Affected Dealers' claims,
       status and rights arising under or in any way related to
       the Dealer Laws and the Debtors' rejection of the Rejected
       Dealer Agreements; and

   (d) approving procedures to provide the Debtors with swift and
       efficient means of seeking judicial intervention to assist
       them in resolving any disputes that might arise with
       Affected Dealers.

                          *     *      *

Neal E. Boudette, Jeff Bennett, and Alex P. Kellogg at The Wall
Street Journal report affected dealerships include those in
Yakima, Washington, where Hahn Motor Co. is set to shut and Fort
Lauderdale, Florida, where AutoNation Dodge is tabbed to go out of
business.  WSJ states that dealers set to close will get no
compensation.  The bankruptcy court can tear up contracts with
Chrysler business partners, including dealers, WSJ relates.  The
report says that if the move to eliminate dealers gets the court's
approval, Chrysler will be left with about 2,392 outlets.

WSJ notes that Chrysler dealers chosen for closure are supposed to
try to sell their vehicle inventory to surviving franchises, but
with the current glut of unsold cars, the vehicles likely won't
get anything close to what the dealers paid for them.  WSJ states
that Leo Jerome -- whose Story Chrysler Jeep in Lansing, Michigan,
is among the dealerships to be terminated -- is especially
concerned because he responded earlier this year when Chrysler
officials pleaded with dealers to buy extra inventory to boost the
Company's sales, which resulted in $2 million worth of cars and
trucks on his lot.

WSJ relates that many of Chrysler's 3,181 dealers sell too few new
vehicles to make money.  Citing Chrysler Vice Chairperson Jim
Press, WSJ reports that half of the dealers being closed sold
fewer than 100 new vehicles last year.

According to WSJ, AutoNation Inc. -- the largest chain of
dealerships in the U.S. -- will see seven of its 17 Chrysler
stores closed.  The seven stores represent 1% of AutoNation's
operating profit, WSJ says, citing Michael J. Jackson, the
company's chairperson and chief executive.

WSJ notes that Chrysler may still have too many dealerships even
after the cuts.  Toyota, WSJ says, has some 1,200 U.S. stores --
about half the number Chrysler will have -- but the company will
be selling about 60% more vehicles in the U.S.

                        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: Ohio Wants Workers' Compensation Paid by Buyer
------------------------------------------------------------
The Ohio Bureau of Workers' Compensation says that it doesn't want
to block the sale of Chrysler LLC's assets to a Fiat S.p.A. backed
company or to another firm with a higher and better bid.  However,
it wants the sale process denied, unless the buyer is required to
assume workers' compensation liabilities, in accordance with Ohio
Revised Code Section 4123.75.

The Sale Motion provides that the successful bidder will assume
Debtors' employment and termination liabilities "other than
workers' compensation."

Victoria D. Garry, assistant attorney general, warns that if
substantially all of Debtors' assets are sold to the successful
bidder without assumption of Debtors' Ohio workers' compensation
liabilities, the Debtors are unlikely to have the resources to pay
all or even a substantial amount of their Ohio workers'
compensation obligations.

"If the workers' compensation liabilities are not assumed by the
qualifying bidder and if Debtors default on their Ohio self-
insured obligations, BWC must assume payment and administration of
Debtors' Ohio workers' compensation claims. Ohio Revised Code 
4123.75.  Such a result could (a) potentially be a devastating
blow to Ohio's self-insured program, which could ultimately result
in tremendous financial problems or insolvency of other Ohio self-
insured employers and (b) ultimately affect Chrysler's injured
workers' benefits," she explained.

"Perhaps more importantly for a prospective successful purchaser,
if the Sale Motion is approved as presented, it is very unlikely
that the successful purchaser will be eligible for self-insured
status in Ohio.  For example, a determination whether to allow
self-insured status to the ultimately successful purchaser would
depend upon whether the criteria for self-insured status are met,
including, but not limited to, whether the new employer operated a
business in Ohio for a minimum of two years or whether the new
employer is a successor employer as defined by Ohio statute and
administrative rules. See Ohio Revised Code  4123.35(B) and Ohio
Administrative Code 4123-19-03."

The Ohio Bureau of Workers' Compensation notes that the assumption
of Debtors' workers' compensation liabilities would be a strong
factor toward whether the ultimately successful purchaser is
granted self-insured status in Ohio.  According to the agency,
granting the Sale Motion, as presented,

    (a) may ultimately result in substantial harm to the Ohio's
        workers' compensation system;

   (b) could potentially place a burden on other existing but
       struggling self-insured employers in Ohio;

    (c) may ultimately affect the workers' compensation benefits
        to Debtors' injured Ohio workers; and

    (d) could ultimately result in the successful purchaser being
        ineligible for self-insuring status under Ohio's workers'
        compensation laws.

                        Auction/Sale is On

As reported by the TCR on May 13, 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 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 settlement agreement,
dated March 30, 2008, in the class action 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: Bankruptcy May Take 2 Yrs.; UAW Agrees Not to Strike
------------------------------------------------------------------
Bloomberg News reports that an administration official said that
Chrysler LLC's bankruptcy may take as long as two years.

Bloomberg notes that President Barack Obama previously suggested
that Chrysler's bankruptcy should only take two months.  However,
an administration official is now saying that the 60 days that
President Obama projected at an April 30 press conference only
applies to a sale of the Company's best assets to a new entity.

Lawyers, according to Bloomberg, said that creditors would then
fight over unwanted factories and other assets to recover money.
Ajay Kamalakaran at Reuters relates that the court has allowed
Chrysler to proceed with a rapid sale of most of its assets to a
new company held by Fiat SpA, a United Auto Workers union-aligned
trust, and the U.S. and Canadian governments.

Citing people familiar with the matter, Jeff Green and Serena
Saitto at Bloomberg states that Fiat may use designs or technology
from General Motors Corp.'s Opel in future Chrysler models as part
of a global auto alliance.  According to Bloomberg, sources said
that Fiat is in talks on folding GM and Fiat's European and Latin
American operations into a new company.  Sources said that GM
wants a 40% stake in the new company, Fiat prefers to give the
automaker a 30% stake, Bloomberg states.

Bloomberg notes that adapting Opel designs for Chrysler vehicles
would form a tight link between GM and the Fiat-Chrysler venture,
and would spread costs among more models to save money.

                Union Agrees to Hold Off Strike

Court documents say that the United Auto Worker union has agreed
to refrain from holding a strike against Chrysler or Fiat at least
through September 2015, as a condition for Chrysler receiving its
initial $4 billion from the Treasury Department's Troubled Asset
Relief Program.  Greg Gardner at Detroit Free Press relates that
the union agreed to submit to "binding arbitration" any unresolved
issue in bargaining a new contract in 2011.  "What it really says
is there will be labor peace for the next six years," Free Press
quoted Michigan State University's School of Labor and Industrial
Relations professor Richard Block as saying.

Free Press says that the UAW also agreed to:

     -- freeze wages through September 2011,

     -- let higher-paid skilled trade workers to perform
        production work,

     -- reduce health care benefits for retirees, and

     -- let the new company to pay a lower hourly wage of about
        $14 to all new hires.

According to Free Press, Chrysler will also be enforcing a
stricter attendance policy.

Marie Beaudette posted at The Wall Street Journal blog that the
court approved agreements that allow GMAC LLC to become the
primary lender to Chrysler's dealerships, which lost their main
financing source after Chrysler's bankruptcy.

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Non-Union Retirees Nix Bid for Official Committee
---------------------------------------------------------------
Trent Cornell, Stahl Cowen Crowley Addis LLC, in Chicago, counsel
to the National Chrysler Retirement Organization said, ""We are
gratified that Chrysler LLC has acknowledged the obligation to its
19,000 salaried (non-union) retirees and their families by
agreeing to move their pension and retiree benefit obligations
over to the New Company," as the company's attorneys set forth in
front of Judge Arthur Gonzalez of the U.S. Bankruptcy Court for
the Southern District of New York yesterday.

"Because of this assurance, there is no reason to form a Retiree
Committee under Section 1114 of the Bankruptcy Code, as we sought
on behalf of the National Chrysler Retirement Organization (NCRO)
last week.  We look forward to working with Chrysler as it adjusts
the wording on retiree obligations in its sales documents to
include salaried retirees," the firm said.

The NCRO appeared before Judge Gonzalez yesterday to pursue its
bid for the appointment of an Official Non-Union Retiree
Committee.

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

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

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

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

                        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: GMAC Will Provide Financing to Clients
----------------------------------------------------
Judge Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York (Manhattan) entered an order
authorizing Chrysler LLC to enter into the GMAC Master Financial
Services Agreement and related agreements.

Dealers and customers of Chrysler will be eligible for financing
from auto lender GMAC LLC under an agreement tentatively approved
by Judge Gonzalez after creditors' objections were worked out,
Bill Rochelle said May 13.

Chrysler submitted a motion seeking authority to (i) enter into a
Master Autofinance Agreement Term Sheet between Chrysler LLC and
GMAC LLC, dated as of April 30, 2009, and all other documents,
agreements or instruments in connection with or related to the
MAFA Term Sheet, including one or more repurchase agreements with
terms and conditions set forth in the MAFA Term Sheet and other
related transactions, and (ii) obtain unsecured credit pursuant to
the terms of the GMAC MAFA Documents.

The Debtors filed under seal the MAFA Term Sheet, citing that it
contains sensitive and confidential information that should be
kept confidential.

Ms. Ball asserts that the request would allow the Debtors to:

  (a) provide their dealers with certain financing and services,
      including:

      * new and used vehicle inventory financing;
      * capital loans;
      * equipment loans;
      * real estate loans;
      * dealer insurance products and services
      * remarketing services; and
      * electronic cash and drafting settlement systems;

  (b) provide certain retail financing to the Debtors' fleet and
      retail customers, including:

      * consumer retail financing;
      * commercial retail financing; and
      * commercial fleet financing; and

  (c) obtain unsecured credit from GMAC and to perform other and
      further acts as may be contemplated by, or required in
      connection with, the GMAC MAFA Documents.

                         The MAFA

Prior to the Petition Date, Dealers and Customers were provided
with wholesale and retail financing from Chrysler Financial
Services Americas LLC, which has its own independent board and
management, separate from Chyrsler LLC.  On August 3, 2007,
Chrysler and Chrysler Financial entered into the Master
Autofinance Agreement, which required Chrysler to use Chrysler
Financial for both wholesale standard rate and subvention and
incentive financing programs for Chrysler's Dealers in addition to
retail financing for Customers when certain financing thresholds
and targets were met.

Under the Prepetition MAFA and related agreements, Chrysler
Financial provided financing to Dealers and Customers subject to
an obligation on the part of Chrysler to repurchase inventory from
Chrysler Financial or Chrysler's Dealers under certain
circumstances.  As of the start of the fourth quarter of 2008,
approximately 62% of Chrysler's Dealers relied on Chrysler
Financial to finance their businesses, and approximately 50% of
all Customers financed their vehicle purchases through Chrysler
Financial.

Beginning in October 2008, the level of financing provided by
Chrysler Financial to Chrysler's Dealers and Customers through the
Prepetition MAFA plummeted to the point where, at times, almost no
funding was available.

In November 2008, Chrysler undertook an organized effort to obtain
alternative financing for both its Dealers and Customers.
Programs were established with JPMorgan Chase and US Bank that
provided some increased level of financing but Chrysler's ability
to provide floor plan and retail financing continued to be
inadequate and car sales suffered.  On May 1, 2009, Chrysler
Financial announced that it would no longer provide wholesale or
retail financing to Chrysler's Dealers or Customers.

Thus, the need to obtain alternative financing to supplant the
financing previously provided by the Prepetition MAFA is immediate
and crucial, Ms. Ball contends.  She adds that entry into the GMAC
MAFA is necessary to ensure the requisite postpetition financing
is available to their Dealers and Customers.  She notes that the
largest source of revenue for the Debtors comes from direct
purchases of automobiles by the Dealers.

Dealer Financing provides the Dealers with the necessary financing
to purchase automobiles from the Debtors, and the Dealers provide
the Debtors with the only channel to sell automobiles to
Customers, Ms. Ball relates.  She asserts that the Dealers rely
almost exclusively on readily accessible and commercially
affordable financing to stock their inventory floorplans, purchase
necessary parts, provide incidental services to their customers,
finance incentive and subvention programs, make payroll
disbursements and otherwise operate their businesses in the
ordinary course.  Therefore, she says, Dealer Financing provides
the Dealers with the necessary capital to operate their
businesses.

Similarly, Ms. Ball explains, Retail Financing provides Customers
with the necessary financing to purchase automobiles directly from
Dealers.  Ultimately, consumer purchases drive the business model
of the Dealers, and manufacturers and suppliers.  Without adequate
retail credit lines, the business model grinds to a halt
essentially shutting down Dealers and manufacturers alike.

"The GMAC MAFA will fill the capital void created by the
termination of the Prepetition MAFA at a time when alternative
sources of credit are severely curtailed or, in some cases,
nonexistent," Ms. Ball contends.  "Both Dealer Financing and
Retail Financing serve as a reliable, affordable and necessary
source of capital to be used by Dealers and Customers when
purchasing the Debtors' automobiles and related products," she
continues.

The Debtors submit that GMAC is the best available source of
financing for Dealers and Customers on a going-forward basis.
GMAC's global automotive finance business offers a wide range of
financial services and products to retail automotive consumers,
automotive dealerships, and other commercial businesses, and
provides automotive financing primarily to franchised General
Motors Corporation's dealers and customers.  In consultation with
the U.S. Treasury, the Debtors have considered various alternative
sources of Dealer and Customer financing and have concluded that
the GMAC MAFA represents the best financing alternative available
in the market.

The GMAC MAFA is the result of extensive negotiations among the
Debtors, the U.S. Treasury and GMAC, and is an essential component
of the Debtors' reorganization.  The U.S. Treasury has publicly
stated that "[t]he U.S. Government is supporting the automotive
restructuring initiative by promoting the availability of credit
financing for dealers and customers, including liquidity and
capitalization that would be available to GMAC, and by providing
the capitalization that GMAC requires to support the Chrysler
business."  In addition, "Chrysler Financial has agreed to uphold
and cooperate in the transition of its current agreements with
dealers to GMAC."

                        Salient Terms

Under the GMAC MAFA, the Debtors' wholesale, retail and other
related product financing will be provided in large part by GMAC
for an initial four-year term.  Currently, GMAC does not offer
lease financing other than standard rate products; however, if
GMAC provides other lease financing products in the future, the
Debtors' dealer network will have access to those products,
subject to the terms and conditions described in the MAFA Term
Sheet.  GMAC's financial services will be for all brands
distributed through the Debtors' dealer network in the United
States, Canada and Mexico with additional international markets
being added if the parties agree to do so at a later date.

GMAC will use commercially reasonable efforts (i) to offer
standard retail financing and to put in place new interim dealer
funding for new and used inventory as soon as reasonably
practicable with a target completion date of May 15, 2009, and
(ii) to offer subvented retail financing as soon as reasonably
practicable with a target completion date of June 1, 2009.

Initially, with respect to wholesale financing, most Dealers
currently financed by Chrysler Financial will be covered under the
GMAC MAFA, Ms. Ball tells the Court.  However, if the Debtors'
request is approved, GMAC will conduct Dealer credit assessments
over the next 180 days to determine which Dealers are eligible for
a longer-term credit line with GMAC.  Decisions will be made on a
rolling basis during the 180-day review period.  GMAC will provide
sufficient advance notice to Dealers that do not pass GMAC's
credit assessment so that those Dealers can seek alternative
sources of wholesale financing, she informs Judge Gonzalez.

After May 16, 2009, GMAC is entitled to terminate the GMAC MAFA
and the transactions contemplated in the agreement without
liability if on or prior to that date:

  -- the Court will not have entered one or more orders
     reasonably acceptable to GMAC (i) approving the GMAC MAFA,
     Repurchase Agreements and related transactions, and (ii)
     requiring that in connection with any sale, disposition or
     other transfer, whether by merger, consolidation,
     reorganization or otherwise, of all or substantially all of
     the assets of Chrysler and its subsidiaries in the
     bankruptcy cases, the transferee of the assets will assume
     all of the obligations of Chrysler under the GMAC MAFA,
     Repurchase Agreements and related transactions in
     accordance with documentation reasonably acceptable to
     GMAC; or

  -- GMAC will not have obtained regulatory approvals as
     previously discussed between the U.S. Treasury and GMAC
     required to permit GMAC to perform its obligations under
     the Agreement; or

  -- the U.S. Treasury will not have (i) provided GMAC with an
     amount and form of equity capital consistent with prior
     discussions between the U.S. Treasury and GMAC, and (ii)
     entered into a binding agreement with GMAC providing for
     loss sharing by the U.S. government of certain losses
     incurred by GMAC, GMAC Bank or any other GMAC subsidiary in
     connection with the Agreement in an amount and on terms
     previously discussed with and mutually agreed by the U.S.
     Treasury and GMAC.

                          About Chrysler

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

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

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

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

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

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

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

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

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


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

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

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

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

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

               Relationship with Chrysler Financial

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

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

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

                  Chrysler Financial and the Dealers

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

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

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

                            The RSA

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

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

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

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CITIGROUP INC: Launches $5 Billion Municipal Lending Program
------------------------------------------------------------
Citigroup Inc. will lend up to $5 billion to state and local
governments, municipal agencies, universities and non-profit
hospitals to fund projects that will help create jobs and spur
economic growth.  The municipal program and three other new
primary lending initiatives approved by Citigroup in the first
quarter of 2009 are supported by capital the U.S. Treasury
invested in the Company as part of the Troubled Asset Relief
Program, or TARP.

All of the initiatives are presented in Citigroup's second
quarterly TARP Progress Report published today and titled, "What
Citi is Doing to Expand the Flow of Credit, Support Homeowners and
Help the U.S. Economy."

The municipal lending program is intended to help finance the
construction of schools, airports, non-profit hospitals and other
infrastructure and capital projects.  Loans made as part of the
initiative will provide "AA"-rated municipal clients with access
to tax-exempt funding for three years for capital investment
projects or to refinance existing variable rate debt.  Citigroup
has already made proposals to potential borrowers totaling more
than half of the $5 billion available under the program.

"Citi's municipal lending program is designed to help communities
around the country pursue infrastructure development and other
projects at a time when the difficult credit environment has
limited access to other funding sources," Citigroup Chief
Executive Officer Vikram Pandit said.  "Investments in projects
like schools and hospitals help create jobs and will be an
integral part of our country's economic recovery."

In addition to providing access to funding that is currently
unavailable from other sources, Citigroup also expects the program
to lower borrowing costs and add funding flexibility for municipal
clients.

First Quarter TARP Progress Report

Citigroup's TARP committee has authorized initiatives to deploy
$44.75 billion across key areas of the U.S. economy to help expand
the flow of credit to consumers, businesses and communities.  The
total includes $8.25 billion in new programs approved in the first
quarter.  In addition to the municipal lending program, these new
initiatives are:

    * Supplier Financing -- $2.0 billion to purchase trade
      receivables from small and medium-sized businesses in the
      United States in order to provide them with needed
      liquidity;

    * Residential Mortgages -- an additional $1.0 billion in
      mortgages to lend to qualified borrowers to refinance their
      primary residences; and

   -- Auto Loans -- $250 million to lend to consumers via
      dealerships nationwide

As of March 31, Citigroup had put $8.2 billion of its approved
TARP capital initiatives to work in the economy, primarily to
purchase mortgage securities in the secondary market, a critically
important source of funds that supports lending to home buyers.

"We will continue to explore every opportunity to put TARP capital
to work in a disciplined, transparent and responsible fashion over
the coming quarters, consistent with Citi's prudent lending
standards," Mr. Pandit said.

Despite the challenging economic environment, Citigroup has
extended more than $200 billion in credit commitments in the U.S.
since October 2008.  These commitments include more than
$120 billion in the first quarter in the form of loans to
consumers and businesses as well as underwriting.

                         About Citigroup

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  Citi had $2.0 trillion in total
assets on $1.9 trillion in total liabilities as of Sept. 30, 2008.

As reported in the Troubled Company Reporter on Nov. 25, 2008, the
U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
As part of the agreement, the U.S. Treasury and the Federal
Deposit Insurance Corporation will provide protection against the
possibility of unusually large losses on an asset pool of
approximately $306 billion of loans and securities backed by
residential and commercial real estate and other such assets,
which will remain on Citigroup's balance sheet.  As a fee for this
arrangement, Citigroup issued preferred shares to the Treasury and
FDIC.  The Federal Reserve agreed to backstop residual risk in the
asset pool through a non-recourse loan.

Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.


COLONIAL PROPERTIES: Fitch Cuts Issuer Default Rating to 'BB+'
--------------------------------------------------------------
Fitch Ratings-New York-13 May 2009: Fitch Ratings has downgraded
these credit ratings of Colonial Properties Trust and its
operating partnership, Colonial Realty Limited Partnership:

Colonial Properties Trust

  -- Issuer Default Rating to 'BB+' from 'BBB-';
  -- $100 million preferred stock to 'BB-' from 'BB+'.

Colonial Realty Limited Partnership

  -- IDR to 'BB+' from 'BBB-';

  -- $675 million unsecured revolving credit facility to 'BB+'
     from 'BBB-';

  -- $1 billion senior unsecured notes to 'BB+' from 'BBB-';

  -- $100 million preferred stock to 'BB-' from 'BB+'.

In addition, Fitch has revised the Rating Outlook to Stable from
Negative.

The rating action revolves around the view that in light of the
company's first quarter-2009 (1Q'09) operating results and Fitch's
expectations for the performance of CLP's geographically
diversified portfolio in 2009-2010, the company's creditworthiness
is more consistent with a 'BB+' IDR.

When Fitch revised its Rating Outlook on CLP to Negative from
Stable in March 2009, Fitch stated that one factor that may result
in a downgrade of CLP's ratings would be if fixed charge coverage
were to sustain below 1.5 times (x).  In 2008 and 1Q'09, fixed
charge coverage (defined as recurring EBITDA less capital
expenditures less straight-line rent adjustments divided by
interest expense, capitalized interest and preferred dividends)
was 1.5x and 1.4x, respectively, and in light of 1Q'09 results,
Fitch anticipates that ongoing declines of same-store net
operating income will result in fixed charge coverage sustaining
below 1.5x.

The rating action also reflects the fact that secured debt
increased materially, with secured debt-to-total debt rising to
26% as of March 31, 2009 from 5.9% as of Dec. 31, 2008.  While
this increase was incorporated into Fitch's Negative Outlook,
Fitch anticipates that the position of bondholders may further
weaken over the next 12-24 months in the event that the company
continues to fund unsecured debt maturities with new secured debt
funding.

The two notch differential between CLP's IDR and its preferred
stock is consistent with Fitch's criteria for corporate entities
with an IDR of 'BB+' and further reflects the fact that CLP's
preferred stock does not contain covenant protections comparable
to those within indentures governing senior CLP's unsecured debt
obligations.  In addition, based on Fitch's criteria report,
'Equity Credit for Hybrids & Other Capital Securities', CLP's
preferred stock is 75% equity-like and 25% debt-like since CLP's
preferred stock is perpetual and has no covenants, but has a
cumulative deferral option.  Debt plus 25% of preferred stock-to-
recurring EBITDA and debt plus 25% of preferred stock-to-
undepreciated book capital were 10.9x and 51.2%, respectively, as
of March 31, 2009, compared with 10.0x and 52.9% as of Dec. 31,
2008.

The Stable Outlook takes into account the company's manageable
debt maturity schedule and good liquidity position, which was
recently bolstered by a $350 million secured credit facility
originated by PNC ARCS LLC for repurchase by Fannie Mae.  The
Stable Outlook further underscores prudent steps that Colonial has
taken to strengthen its balance sheet and improve liquidity,
through unsecured debt repurchases and reductions in common stock
dividends.

With respect to liquidity, Colonial Realty Limited Partnership
recently executed a cash tender offer for $250 million of certain
series of Colonial Realty Limited Partnership's outstanding notes
maturing in 2010 and 2011.  In addition, during 1Q'09, the company
repurchased $96.9 million of Colonial Realty's outstanding
unsecured senior notes under the company's previously announced
$500 million unsecured note repurchase program.  The purchases
were made at an average 27.1% discount to par, which represents a
12.6% yield to maturity.  Fitch views these transactions favorably
in that they reduce near-term uses of liquidity.  Fitch calculates
that proforma for the tender offer, sources of liquidity (cash,
availability under the company's revolving credit facility, and
retained cash flows from operating activities, including $80 in
additional liquidity due to the company's common stock dividend
reduction) less uses of liquidity (debt maturities and recurring
capital expenditures) result in a liquidity surplus of $334
million from March 31, 2009 to Dec. 31, 2010.

The Stable Outlook further reflects that despite the company's
$117 million in property impairments that Colonial incurred during
4Q'08 on its for-sale residential properties, mixed-use and for-
sale residential land portfolio and a retail development project,
impairments were notably modest in 1Q'09 at $736,000.  The 1Q'09
impairments were predominantly due to CLP's noncontrolling
interest in its Craft Farms joint venture and the sale of all of
the remaining units in Regents Park, one of CLP's for-sale
residential projects.

While CLP's residential-for-sale portfolio and overall development
pipeline remain exposed to further devaluation risk, the Stable
Outlook also reflects CLP's reduction in planned development
spending in 2009.

Going forward, these factors may have a positive impact on the
ratings:

  -- If fixed charge coverage (defined as recurring EBITDA less
     capital expenditures less straight-line rents divided by
     total fixed charges) sustains above 1.5x (for the trailing 12
     months ended March 31, 2009, recurring EBITDA divided by
     total fixed charges was equal to 1.5x).

  -- If debt-to-recurring EBITDA were to sustain below 9.0x (for
     the 12 months ended March 31, 2009, debt to recurring EBITDA
     was 10.4x);

  -- If unencumbered asset coverage as defined under CLP's
     unsecured bond indenture using undepreciated book value were
     to sustain above 220% (as of March 31, 2009, unencumbered
     assets-to-unsecured debt was 211.2%).

These factors may have a negative impact on CLP's ratings:

  -- If fixed charge coverage were to sustain below 1.3x for
     several quarters;

  -- If the company has a liquidity shortfall;

  -- If unencumbered assets-to-unsecured debt as defined under
     CLP's unsecured bond indenture falls below 180%.

Colonial Properties Trust is a real estate investment trust based
in Birmingham, Alabama that had an interest in 120 multifamily
properties and 84 commercial properties (including those under
management) across the Sunbelt region of the United States as of
March 31, 2009.  As of March 31, 2009, the company had
approximately $3.6 billion in undepreciated book assets and a
total market capitalization of approximately $2.6 billion.


CORE COMMUNITIES: In Talks With Lenders for Covenant Relief
-----------------------------------------------------------
Woodbridge Holdings Corp., formerly Levitt Corp., said its Core
Communities LLC's operations have been negatively impacted by the
downturn in the residential and commercial real-estate industries.
Market conditions have adversely affected Core's commercial
leasing projects and its ability to complete sales, and Core is
currently experiencing cash flow deficits.  Possible liquidity
sources available to Core include the sale of real estate
inventory, including commercial properties, debt or outside equity
financing, including secured borrowings using unencumbered land;
however, there is no assurance that any or all of these
alternatives will be available to Core on attractive terms, if at
all, or that Core will otherwise be in a position to utilize such
alternatives to improve its cash position.  In addition, while
funding from Woodbridge is a possible source of liquidity,
Woodbridge is under no obligation to provide funding to Core and
there can be no assurance that it will do so.

Core has a credit agreement with a financial institution which
provides for borrowings of up to $64.3 million, of which
$58.3 million was outstanding at March 31, 2009.  This facility
matures in June 2009 and has two one-year extension options.  The
loan agreement requires that Core provide at least 30 days' notice
prior to the initial maturity of its election to exercise the one-
year option period.  Throughout the extension period, the
collateral must generate a debt service coverage ratio of 1.20:1,
otherwise Core would be required to re-margin the loan.

While Core does not currently anticipate it will meet the debt
service coverage ratio requirement, Core is in discussions with
its lender regarding the credit agreement.  Under the terms of the
loan, Core can make a re-margining payment, if necessary, from
current cash reserves, and the loan will be extended
automatically.  As part of its discussions with the lender, Core
is seeking to achieve the extension by restructuring the loan
absent a re-margining payment.  However, there can be no assurance
that Core will be successful in doing so.

All of Core's debt facilities contain financial covenants
generally requiring certain net worth, liquidity and loan to value
ratios.  In January of 2009, Core was advised by one of its
lenders that the lender had received an external appraisal on the
land that serves as collateral for a development mortgage note
payable, which had an outstanding balance of $86.7 million at
March 31, 2009.  The appraised value would suggest the potential
for a re-margining payment to bring the note payable back in line
with the minimum loan-to-value requirement.  The lender is
conducting its internal review procedures, including the
determination of the appraised value.  Woodbridge says that
lender's evaluation is continuing and, until such time as there is
final conclusion on the part of the lender, the amount of a
possible re-margining requirement is not determinable.

According to Woodbridge, the negative trends in the operations of
Core which have been impacted by the deterioration of the real
estate market, and the potential for re-margining payments, of yet
unknown amounts on two of its development loans, raise substantial
doubt regarding Core's ability to continue as a going concern, if
Woodbridge chooses not to provide Core with the cash needed to
meet any such obligations when and if they arise.

                      About Core Communities

Core Communities develops master-planned communities and is
currently developing Tradition, Florida, which is located in Port
St. Lucie, Florida, and Tradition Hilton Head, which is located in
Hardeeville, South Carolina.

At March 31, 2009, Core had cash and cash equivalents of
$14.6 million.  Cash decreased $2.3 million during the three
months ended March 31, 2009, primarily as a result of cash used to
fund the continued development of Core's projects as well as
selling, general and administrative expenses.  At March 31, 2009,
Core had no immediate availability under its various lines of
credit.  Core has made efforts to minimize its development
expenditures in both Tradition, Florida and in Tradition Hilton
Head; however, Core continues to incur expenses related to the
development of these communities, particularly at Tradition Hilton
Head, which is in the early stage of the master-planned
community's development cycle to develop the community
infrastructure.

                     About Woodbridge Holdings

Woodbridge Holdings Corporation and its wholly-owned subsidiaries
engage in business activities through its Land Division and Other
Operations segment.  The Land Division consists of the operations
of Core Communities.  The Other Operations segment includes the
parent company operations of Woodbridge, the consolidated
operations of Pizza Fusion Holdings, Inc., the consolidated
operations of Carolina Oak Homes, LLC, which engaged in
homebuilding activities in South Carolina prior to the suspension
of those activities in the fourth quarter of 2008, and the
activities of Cypress Creek Capital Holdings, LLC, and Snapper
Creek Equity Management, LLC.  An equity investment in Bluegreen
Corporation and an investment in Office Depot, Inc., are also
included in the Other Operations segment.

Prior to November 9, 2007, the Company also conducted homebuilding
operations through Levitt and Sons, LLC, which comprised the
Company's Homebuilding Division.  On November 9, 2007, Levitt and
Sons and substantially all of its subsidiaries filed for
Chapter 11 bankruptcy protection before the United States
Bankruptcy Court for the Southern District of Florida.  In
connection with the filing of the Chapter 11 Cases, Woodbridge
deconsolidated Levitt and Sons as of November 9, 2007, eliminating
all future operations of Levitt and Sons from Woodbridge's
financial results of operations.


COMPUTER WORLD: Kevin Gore Pleads Not Guilty to Fraud Charges
-------------------------------------------------------------
Joseph Ryan at Daily Herald reports that former Computer World
Solution chief operating officer Kevin M. Gore has plead not
guilty to charges stemming from an alleged $17 million bank fraud
scheme.

As reported by the Troubled Company Reporter on May 14, 2009,
authorities said that the line of credit was secured by Computer
World's accounts receivable.  According to the authorities, Mr.
Gore created certificates with falsely inflated figures and, after
Mr. Yuan signed them, submitted them to Fifth Third.  Mr. Gore and
co-defendant Noel Yuan, Computer World's founder and president,
allegedly swindled Fifth Third Bank out of more than $17 million
by fraudulently obtaining money through a revolving line of
credit.  Mr. Yuan pleaded guilty to two counts of bank fraud in
December 2008 and is awaiting sentencing.  Mr. Gore was arrested
in the Philippines in February 2009 and has been returned to
Chicago.  Mr. Gore had left U.S. just before Computer World went
bankrupt.

Mr. Gore, according to Daily Herald, is being held without bond
and a trial date has been set for October 19.

Computer World Solution, Inc., manufactures consumer electronics.
Its products include LCD monitors and televisions, and digital
audio/video devices, including MP3/MP4, DVD players, and portable
DVD players.  The Company has operations in North America, South
America, Europe, Australia, and Africa.  The Company was founded
in 2001 and is based in Wheeling, Illinois.  On November 9, 2007,
an involuntary petition for reorganization under Chapter 11 was
filed against Computer World in the U.S. Bankruptcy Court for the
Northern District of Illinois, Chicago.  On November 28, 2007, the
involuntary petition was approved by the Court.


COYOTES HOCKEY: Possible Move to Canada Won't Affect Contracts
--------------------------------------------------------------
John Ourand at Phoenix Business Journal reports that Phoenix
Coyotes' possible transfer to Canada wouldn't have a major effect
on the team's local TV contract or the National Hockey League's
national TV contracts.

As reported by the Troubled Company Reporter on May 14, 2009,
legal experts said that the U.S. Bankruptcy Court for the District
of Arizona could rule against Canadian billionaire Jim Balsillie
in his bid to overturn the NHL's rules governing relocation of the
Phoenix Coyotes.  NHL submitted papers before the Court, alleging
that team owner Jerry Moyes, the chief executive officer of Swift
Transportation Co., didn't have the right to file the petition and
can't control the team's management.  The Coyotes responded by
filing an antitrust suit before the Court against the NHL,
claiming that the league's "unreasonable restrictions" on
relocating teams is an illegal restraint of trade.  Mr. Moyes
filed bankruptcy to carry out a sale of the team to Mr. Balsille,
who intends to move the team to southern Ontario.  Mr. Balsillie
wants to purchase the Phoenix Coyotes out of bankruptcy protection
for about $212.5 million and move the club to Hamilton.  The NHL
opposes the offer, as league rules prevent a team from moving
within 80 kilometers of another team without permission.

Citing a source with the NHL's board of governors, Business
Journal states that Coyotes Hockey's local TV deal with Fox Sports
Arizona ended in April 2009, when the team's season came to a
close.  The report says that Coyotes Hockey had been negotiating a
renewal, but failed to come to terms.  Court documents say that
Coyotes Hockey owes the regional sports network $261,439 for
production-related costs.

According to Business Journal, Fox Sports Arizona has held the
Coyotes Hockey's rights since the team moved to Phoenix in 1996.
Business Journal states that under terms of the most recent deal,
Fox Sports pays Coyotes Hockey a rights fee to carry about 40
games a year and produce another 20 or so for a local broadcast
channel.

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

Dewey Ranch, together with affiliates Arena Management Group, LLC,
Coyotes Holdings, LLC, and Coyotes Hockey, LLC, filed for Chapter
11 bankruptcy protection on May 5, 2009 (Bankr. D. Ariz. Case No.
09-09488), to implement a court-approved sale of Phoenix Coyotes
under the Bankruptcy Code.  The filing included a proposed sale of
the franchise to PSE Sports & Entertainment, LP, which would move
the franchise to southern Ontario, Canada.  Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, assists the Debtors in
their restructuring efforts.  Dewey Ranch listed $100 million to
$500 million in assets and $100 million to $500 million in debts.


COYOTES HOCKEY: Balsillie Responds to NHL Filing, Reiterates Bid
----------------------------------------------------------------
Jim Balsillie issued a statement with regard to the National
Hockey League's motions filed in the U.S. Bankruptcy Court for the
District of Arizona in Phoenix.

"My response to the NHL motion, will be made in the appropriate
forum at bankruptcy court for consideration by Judge Baum. I
continue to respect the court process leading to Tuesday's
scheduled hearing," Mr. Balsillie said.

"I can tell you this.  I made a generous good faith offer to buy
the Coyotes from Jerry Moyes, who I understand is the owner of the
Coyotes.  Who owns or controls the team is a distinction without a
difference.  The team itself is still bankrupt, voluntarily or
not.  The owner of the team has a fiduciary obligation towards the
creditors."

"My offer, which goes the furthest in satisfying creditors'
claims, is still the same.  It's $212 million to buy the Coyotes
and bring them to the best un-served hockey market in the world in
Southern Ontario.  We look forward to discussing this no matter
what the outcome on May 19th."

"At the end of the day, this is about the passion Canadians feel
for the game of hockey and a chance to provide those fans with the
opportunity to support a seventh NHL team.  That's what this is
all about, great hockey fans in a great hockey market."

The Troubled Company Reporter, citing a report by Paul Waldie and
David Naylor at Theglobeandmail.com, said yesterday legal experts
believe the U.S. Bankruptcy Court could rule against Canadian
billionaire Balsillie in his bid to overturn the NHL's rules
governing relocation of the Phoenix Coyotes.

On Tuesday, the TCR said the NHL submitted papers before the
Court, alleging that team owner Moyes, the chief executive officer
of Swift Transportation Co., didn't have the right to file the
petition and can't control the team's management.  The Coyotes
responded by filing an antitrust suit before the Court against the
NHL, claiming that the league's "unreasonable restrictions" on
relocating teams is an illegal restraint of trade.

The NHL opposes the offer, as league rules prevent a team from
moving within 80 kilometers of another team without permission.

Theglobeandmail.com quoted Rodney Fort, a professor of sport
management at the University of Michigan, as saying, "Usually when
[the issue] has to do with actions by the . . . owners, about the
location of [the league's] own teams, the courts side with the
owners."

                           Fans Speak Up

Meanwhile, a new Web site has become a grassroots hockey fan
movement in favor of relocating the Phoenix Coyotes NHL franchise
to Southern Ontario, reaching 120,000 supporters and still
climbing.

The Website www.makeitseven.ca was launched eight days ago at the
time Mr. Balsillie's offer was made public.  It was designed to
give hockey fans a grassroots opportunity to indicate their
support.  Fans can also take part in the conversation at
http://www.twitter.com/makeitseven

Thousands of fans from both the United States and Canada have
supplied their email addresses and postal/zip codes to sign up in
fervent support.  In addition, Canada's Prime Minister Stephen
Harper and Ontario Premier Dalton McGuinty have both expressed
support for an NHL franchise in Southern Ontario.

Many fans have also emailed supportive messages indicating they
wholeheartedly back the relocation of the franchise in Southern
Ontario, a region with a population of more than 7 million people
and a strong economic base.

"I want to thank hockey fans from both the United States and
Canada for their overwhelming support. It's amazing to see this
level of excitement for NHL hockey in Southern Ontario, which I
believe to be the best un-served hockey market in the world," Mr.
Balsillie said.

                        About Coyotes Hockey

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

Dewey Ranch, together with affiliates Arena Management Group, LLC,
Coyotes Holdings, LLC, and Coyotes Hockey, LLC, filed for Chapter
11 bankruptcy protection on May 5, 2009 (Bankr. D. Ariz. Case No.
09-09488), to implement a court-approved sale of Phoenix Coyotes
under the Bankruptcy Code.  The filing included a proposed sale of
the franchise to PSE Sports & Entertainment, LP, which would move
the franchise to southern Ontario, Canada.  Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, assists the Debtors in
their restructuring efforts.  Dewey Ranch listed $100 million to
$500 million in assets and $100 million to $500 million in debts.


CROCS INC: To Move Aurora Operations to Los Angeles, Cuts 37 Jobs
-----------------------------------------------------------------
Crocs, Inc., on Monday notified 37 workers at its distribution
center in Aurora, Colorado, that it will close the site in July
2009, The Denver Post reports.

Crocs spokeswoman Tia Mattson, according to the Post, said the
Company is consolidating its warehousing and distribution
locations, and is moving all distribution to its warehouse
facility in Los Angeles, California.

A couple of weeks ago, Ms. Mattson confirmed the Company laid off
38 employees at its Niwot, Colorado headquarters, as part of the
Company's plans to restructure the organization.

In 2008, Crocs reduced its worldwide employee county by 2,100
people, and at least 100 people were laid off locally in efforts
to "right-size" the company's operations in the midst of slumping
demand and a weakened retail environment.  In January, Crocs cut
14 positions companywide as part of further restructuring efforts.
Crocs employs fewer than 3,000 people companywide.

The Post's Elizabeth Aguilera says the announcement to close the
Aurora facility was preceded by a plan to close a smaller
warehouse facility in Longmont at the end of May.  She says the
Company expects to create 100 jobs at the Los Angeles facility.

Crocs last week said it is currently in discussions for a new
borrowing arrangement and is exploring alternatives for other
source of capital for ongoing cash needs.  The Company, however,
noted that the time period required to procure a new credit
facility may extend beyond the maturity date of its current
revolving credit facility requiring the Company to seek an
extension of that maturity date with its current lenders.

"There can be no assurance that the Company will be able to secure
additional debt or equity financing or receive an extension of the
current Revolving Credit Facility by or before the date of
maturity of the Revolving Credit Facility and, accordingly, the
Company's liquidity and ability to timely pay its obligations when
due could be adversely affected," Crocs said.

During the first quarter of 2009, the Company was successful in
extending the term of its bank credit facility through
September 30, 2009,

Crocs continues to re-evaluate its operating plans for the next 12
months and is considering certain restructuring and right-sizing
activities to address the potential for continued decreases in
revenues.  The Company's ability to continue as a going concern is
dependent upon achieving a cost structure which supports the
levels of revenues the Company is able to achieve.  The ability of
the Company to return to profitability is dependent on the timely
completion of these activities and there can be no assurance that
any actions taken by the Company will result in a return to
profitability.

Crocs reported first quarter 2009 revenues of $134.9 million, up
7% from the fourth quarter of 2008 and down $63.6, or 32% from the
first quarter of 2008.  The Company reported a net loss of
$22.4 million in the first quarter of 2009 with a diluted loss per
share of $0.27, compared to a fourth quarter 2008 net loss of
$34.7 million, or ($0.42) per share and a first quarter 2008 net
loss of $4.5 million, or ($0.05) per share.  Selling, general and
administrative costs are down 26% compared to Q4 2008 and down
6.2% from the same quarter a year ago.

At March 31, 2009, Crocs had $446.9 million in total assets and
$182.0 million in total liabilities, resulting to $264.9 million
in stockholders' equity.

Year-over-year changes in the Company's channel revenue streams
were:

   * Retail sales increased 60% to $27.9 million;
   * Internet sales increased 46% to $11.7 million; and
   * Wholesale sales decreased 45% to $95.3 million.

Changes in the Company's regional revenue streams during the same
periods were:

   * Asia increased 7% to $39.0 million;
   * Europe decreased 49% to $28.3 million; and
   * Americas decreased 37% to $67.6 million.

The Company's cash and cash equivalents declined to $50.9 million
from $51.7 million as of December 31, 2008.   However, compared to
the quarter ended March 31, 2008, the Company's cash and cash
equivalents increased by approximately $21.3 million.  Borrowings
under the Company's credit facility were $19.8 million at
March 31, 2009, compared to $22.4 million at December 31, 2008,
and $42.8 million at March 31, 2008.

"While our first quarter results were generally in line with
expectations, there is still much work ahead of us in order to
improve on our recent performance and return to consistent
profitability," stated John Duerden, President and Chief Executive
Officer of Crocs, Inc.  "Crocs achieved a tremendous amount in a
few short years and quickly established itself as a truly global
brand with market penetration in more than 100 countries.  During
this time, the product line evolved significantly from a few key
items into seasonal footwear collections that have created a large
and loyal consumer base.  With this rapid growth came a number of
challenges which, along with the recent recession, have negatively
impacted the business.  In response, Crocs took several steps
throughout 2008 to better align its expense structure with lower
sales volumes and strengthen its balance sheet.

"Our intention in 2009 is to preserve the strength of the Crocs
brand while endeavoring to strike a balance between lowering our
fixed cost base and responsibly reducing our inventory.  I am
confident that with the solid foundation already in place and the
talented group of people working here that we can accomplish our
near-term objectives while creating a stronger, more efficient
company for the future."

The Company expects to generate between $135 million to
$160 million in revenue during its fiscal second quarter, with a
diluted loss per share between ($0.31) and ($0.15).  Due to
uncertainties created by the current global economic downturn, the
Company did not provide annual guidance at this time.

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

                         About Crocs Inc.

Based in Niwot, Colorado, Crocs Inc. (NASDAQ: CROX) designs and
sells a broad offering of footwear, apparel, gear and accessories
that utilize proprietary closed cell-resin, called Croslite.  The
Company sells Crocs-branded products throughout the U.S. and in
128 countries, through domestic and international retailers and
distributors and directly to end-user consumers through its
webstores, Company-operated retail stores, outlets and kiosks.

                        Going Concern Doubt

Deloitte & Touche LLP, in Denver, Colorado, has raised substantial
doubt about Croc's ability to continue as a going concern.  Crocs
incurred losses of $185.1 million in the year ended December 31,
2008, and experienced a decline in revenues from $847.4 million
for the year ended December 31, 2007, to $721.6 million for the
year ended December 31, 2008.  Continued operations are dependent
on Crocs' ability to secure adequate financing and maintain a
reasonable level of liquidity such that it can timely pay
obligations when due.  As of December 31, 2008, Crocs had
$22.4 million in borrowings under its loan agreement with the
Union Bank of California, and the Company had $51.6 million in
cash and cash equivalents.  As of December 31, 2008, Crocs had
$455.9 million in total assets and $168.8 in total liabilities.

On March 31, 2009, Crocs entered into a tenth amendment of its
Revolving Credit Facility with Union Bank of California, N.A.  The
Amendment extends the loan maturity date to September 30, 2009.

Crocs said it is talks to secure an asset backed borrowing
arrangement to replace its Revolving Credit Facility.  Crocs
cautioned the time period required to procure a new asset backed
credit facility may extend beyond the maturity date of the current
Revolving Credit Facility requiring Crocs to seek an extension of
that maturity date with current lenders.


DECORO USA: Case Summary & 23 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: DeCoro USA, Ltd
        c/o Executive Sounding Board Assoc.
        112 S. Tryon St., Suite 1370
        Charlotte, NC 28284

Bankruptcy Case No.: 09-10846

Chapter 11 Petition Date: May 12, 2009

Court: United States Bankruptcy Court
       Middle District of North Carolina (Greensboro)

Debtor's Counsel: Christine L. Myatt, Esq.
                  Suite 100
                  701 Green Valley Rd.
                  P. O. Box 3463
                  Greensboro, NC 27408
                  Tel: (336) 373-1600
                  Email: cmyatt@nexsenpruet.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 23 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/ncmb09-10846.pdf

The petition was signed by Michael DuFrayne.


EL POLLO: S&P Raises Corporate Credit Rating to 'B-' From 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on the Costa Mesa, California-based El Pollo Loco
Inc. to 'B-' from 'CCC+' after the company said it planned to
refinance its senior secured credit facility with a new senior
secured note issuance and also that it will procure a new
revolving credit facility.  The outlook is stable.

S&P also took these rating actions:

Assigned '1' recovery and 'B+' issue-level (two notches above the
corporate credit rating) ratings to the company's new
$12.5 million revolving credit facility.  The '1' recovery rating
indicates S&P's expectation of very high (90%-100%) recovery of
principal in the event of default.  Assigned '2' recovery and 'B'
issue-level (one notch above the corporate credit rating) ratings
to the company's new $120 million senior secured notes.  The '2'
recovery rating indicates S&P's expectation of substantial (70%-
90%) recovery of principal in the event of default.  Maintained
S&P's '6' recovery rating on the company's senior unsecured notes
due 2013, but raised the issue-level rating to 'CCC' (two notches
below the corporate credit rating) from 'CCC-'.  The '6' recovery
rating indicates S&P's expectation of negligible (0%-10%) recovery
of principal in the event of default.

"El Pollo Loco will now have greater financial flexibility and
enhanced liquidity, since it no longer has to comply with
maintenance financial covenants," explained Standard & Poor's
credit analyst Charles Pinson-Rose.  The previous corporate credit
rating reflected that the company would have difficulty complying
with financial covenants and would have to allocate excess cash to
debt reduction to do so.


FIROOZHE A. ZAFARI: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Firoozhe A. Zafari
        13503 Hunting Hill Way
        Gaithersburg, MD 20878

Bankruptcy Case No.: 09-18537

Chapter 11 Petition Date: May 12, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  The Law Offices of Richard B. Rosenblatt
                  30 Courthouse Square Ste. 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  Email: rrosenblatt@rosenblattlaw.com

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

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

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

         http://bankrupt.com/misc/mdb09-18537.pdf

The petition was signed by Mr. Zafari.


FORTUNOFF HOLDINGS: Court OKs June 18 Auction for Marks/IP Assets
-----------------------------------------------------------------
Fortunoff Holdings Inc. obtained on May 12, 2009, approval from
the Bankruptcy Court for the Southern District of New York,
obtained approval of procedures for the sale of the Company's
intellectual property assets.  The approved sale procedures
include an auction, which is scheduled to be held on June 18 at
the offices of Sidley Austin, LLP, 787 Seventh Avenue, New York,
NY 10019.  A bid deadline of June 16, 2009, has been set, with a
scheduled sale approval hearing on June 22, 2009.

CONSOR Intellectual Asset Management was retained by Fortunoff to
assist in the marketing and sale of the Company's IP assets.

Fortunoff's intellectual asset portfolio for sale includes certain
trademarks, domain names, and customer databases.  In addition,
CONSOR has identified additional value added elements such as the
bridal registry, exclusive jewelry designs, 1-800-Fortunoff,
training materials, knowledge databases and IT systems.  The
primary IP assets for sale are:

Worldwide Trademark Portfolio: Over 70 registered trademarks
including, Fortunoff, The Source, Prime Time, Oxford Hall, FSS and
Avignon.

Domain Names: Over 75 International domain names including,
Fortunoff.com, fortunoffbrides.com and fortunoffjewelry.com.
Toll Free Numbers: 1-800-FORTUNOFF / 1-866-FORTUNOFF / 1-888-

Fortunoff

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

IT Assets:
     -- Fortunoff.com website- including copyrighted design layout
        and source code

     -- Customer Relationship Management (CRM) System

     -- Fortunoff Intranet - Complete training materials, style
        guides and other critical marketing/training assets

     -- DCWizard Warehousing System -- Using radio frequency
        technology, this system provides real-time inventory
        management and distribution.

Exclusive Jewelry Designs:

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

Fortunoff Branded Products:

     -- The Source grills
     -- Window treatments
     -- Dinnerware
     -- Towels

On this assignment, CONSOR will work alongside Fortunoff's
financial advisor, Zolfo Cooper, in the auction and sale of the
assets as contemplated under the sale procedures.  CONSOR's
retention was approved by the bankruptcy court on April 17, 2009.

"We are very pleased to be retained by Fortunoff," said Daryl
Martin, Executive Vice President of CONSOR.  "Fortunoff is a
bastion in the luxury home goods segment.  We are confident that
the marketplace recognizes the heritage and longevity of the
Fortunoff brand, and that the goodwill amassed over the last 85+
years will ultimately translate into a sizable recovery for the
estate."

                       About CONSOR

CONSOR is recognized as an industry leader in the valuation,
licensing and disposition of all forms of intellectual property
and intangible assets.  CONSOR professionals have extensive
experience in protecting, preserving and maximizing the value of
intellectual property and intangible assets in distressed
situations. Over the years CONSOR has valued and/or disposed of
the intellectual property portfolios for major retailers in
bankruptcy including Barneys, Montgomery Wards and Service
Merchandise, among others.  Recently, CONSOR has managed multi-
million dollar dispositions of the intellectual property
portfolios for Tower Records and Collins & Aikman.

                     About Fortunoff Holdings

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

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

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


FRONTIER COMMUNICATIONS: Fitch Puts 'BB' Rating on Positive Watch
-----------------------------------------------------------------
Fitch Ratings has placed Frontier Communications Corporation's
Issuer Default Rating of 'BB' and its securities on Rating Watch
Positive owing to its proposed transaction with Verizon
Communications Inc.

In the transaction, Verizon will spin-off local exchange assets in
14 states, consisting of approximately 4.8 million access lines,
into a separate company which will then merge with Frontier in a
tax-free transaction to create a large local exchange company.
The company to be merged into Frontier will be moderately levered,
and post-merger Frontier is expected be less levered than
currently.  As a result, Frontier's 'BB' IDR and other ratings
have been placed on Rating Watch Positive.

The transaction values the company that will be merged into
Frontier (Spinco) at approximately $8.6 billion, consisting of
approximately $5.3 billion in equity and $3.3 billion of debt.
Verizon shareholders will receive $5.3 billion in Frontier equity
in the merger, and there is a share price collar of $7.00 to $8.50
on Frontier's common stock price.  The transaction is subject to
customary regulatory approvals, the approval of Frontier's
shareholders, and the obtaining of financing.

Fitch will evaluate Frontier's prospective financial performance
as well as its anticipated capital structure in determining
Frontier's ratings.  Fitch believes there is execution risk
regarding Frontier's integration of the former Verizon operations
into its own.  Fitch believes the execution risk is offset to some
extent by Frontier's significant experience in integrating large
transactions and the scalability of is existing systems.  Fitch
will evaluate Frontier's capability to mitigate such risks.

Fitch places these ratings on Rating Watch Positive:

Frontier Communications Corporation:

  -- IDR 'BB';

  -- Senior unsecured $250 million credit facility due May 18,
     2012 'BB';

  -- Senior unsecured $148.5 million senior unsecured term loan
     due Dec. 31, 2012;

  -- Senior unsecured notes and debentures 'BB'.

Industrial development revenue bonds (IDRBs) 'BB':

  -- Maricopa County Industrial Development Authority (AZ) IDRB
     series 1995.


FRONTIER COMMUNICATIONS: Moody's Reviews 'Ba2' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service has placed the debt ratings of Frontier
Communications Corporation on review for possible upgrade,
following the announcement that it plans to merge with a company
to be spun out of Verizon Communications' northern and western
operations in a reverse Morris Trust transaction, valued at $8.6
billion in cash and stock, where by Verizon shareholders will own
between 66% and 71% of the post-merger entity.  However, Moody's
believes the change of control provisions in Frontier's debt are
unlikely to be triggered and Moody's expects the existing Frontier
debt to stay in place.

As part of the transaction, VZ-Spinco will issue approximately $3
billion of new debt, while it is anticipated that $250 million of
existing debt at the Verizon entities to be acquired will remain
in place post-merger, although the amount may be up to $425
million, depending on the final timing of the merger closing.  As
a result Moody's has also placed the A3 senior unsecured debt
ratings of Verizon - Northwest, North, and West Virginia on review
for a possible downgrade, as it is unlikely that the post-merger
entity will be rated at that level.

The ratings actions incude:

On Review for Possible Downgrade:

Issuer: Verizon North Inc.

  -- Senior Unsecured Regular Bond/Debenture, currently A3

Issuer: Verizon Northwest Inc.

  -- Senior Unsecured Regular Bond/Debenture, currently A3

Issuer: Verizon West Virginia, Inc.

  -- Senior Unsecured Regular Bond/Debenture, currently A3

On Review for Possible Upgrade:

Issuer: Frontier Communications Corporation

  -- Corporate Family Rating, currently Ba2

  -- Probability of Default Rating, currently Ba2

  -- Senior Unsecured Bank Credit Facility, currently Ba2 LGD4-53%

  -- Senior Unsecured Regular Bond/Debenture, currently Ba2 LGD4-
     53%

  -- Senior Unsecured Shelf, currently (P)Ba2

Outlook Actions:

Issuer: Frontier Communications Corporation

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Verizon North Inc.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Verizon Northwest Inc.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Verizon West Virginia, Inc.

  -- Outlook, Changed To Rating Under Review From Negative

Frontier expects to generate significant expense savings from the
merger, initially estimated at about $500 million annually.  Non-
recurring integration costs will likely be in the $200 million
range, while the company is likely to ramp up capital expenditures
during the first years of integration in order to increase VZ-
Spinco properties' high speed data addressability.  Frontier's
current high speed data availability is approximately 90%.  The
merger will produce a company with operations in 27 states serving
over 7 million access lines.  The increase in scale is expected to
bolster Frontier's overall competitive position and increase
operational and capital efficiencies, especially those related to
network modernization and new product development.  However, the
challenge to Frontier of integrating a company more than twice its
size is substantial and will be an additional and significant
focus of Moody's review of the ratings.

Frontier believes that the operating systems transition in this
situation will be easier than in some recent Verizon asset sales,
as only the West Virginia operations, which represent about 13% of
the VZ-Spinco lines, will require a systems conversion at closing.
For the remaining lines, VZ-Spinco will be operating under
independent management and operating systems prior to the merger
effectiveness and will not require a timed cutover, which is
expected to materially reduce the transition issues that other
carriers have experienced.

The transaction is expected to result in significant deleveraging
at Frontier, leading to a potentially improved credit profile.
The combined pro forma 2008 Debt/EBITDA would be 2.6x, while its
dividend would be cut by 25% due to a $0.25 annual per share
dividend reduction effective after closing of the transaction.
Frontier has stated its intent to achieve investment grade
financial metrics following the merger.  Moody's will assess
management's commitment and ability to maintain an investment
grade credit profile for the combined company in light of the
intense competitive challenges confronting the sector and the
resulting pressures to achieve the targeted cost savings.

Before the transaction can close, numerous regulatory approvals,
including those of several state Public Utility Commissions, are
required.  Conditions that may be imposed by some of these states'
regulatory authorities could have a material impact on the
combined entities' future operating performance and financial
profile.  In addition, the Obama administration and Federal
Communication Commission could potentially put forth comprehensive
reforms of intercarrier compensation and universal service rules.
Changes to the current structure of these and other regulatory
frameworks could also have an impact on the combined company's
future operating and financial performance and will also be a
focus of Moody's review.

Moody's most recent rating action for Frontier was on April 3,
2009, at which time Moody's assigned a Ba2 rating to the company's
new note issuance.

Moody's most recent rating action for Verizon - Northwest, North,
and West Virginia Frontier was on October 28, 2008, at which time
Moody's confirmed the issuers' A3 senior unsecured rating and
placed a negative outlook on the debt ratings.

Pro-forma for the transaction, Frontier, headquartered in
Stamford, Connecticut, will become the fifth largest wireline
telecommunications company in the US, serving over 7 million
access lines in primarily rural areas and small- and medium-sized
cities.  Verizon Communications is headquartered in Basking Ridge,
New Jersey.


FRONTIER COMMUNICATIONS: S&P Affirms 'BB' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed all ratings,
including the 'BB' corporate credit and senior unsecured debt
ratings on Stamford, Connecticut-based Frontier Communications
Corp.  The outlook is stable.

The '3' recovery rating on the senior unsecured debt remains
unchanged and indicates expectations for meaningful (50%-70%)
recovery in the event of payment default.  However, S&P's
affirmation of the current unsecured debt ratings assumes no
material change in recovery as a result of the prospective
financing although the company has not identified a pro forma
capital structure.

The affirmation follows the company's announcement that it has
signed a definitive agreement to acquire approximately 4.8 million
lines and 1 million broadband customers in 14 states created by a
spin-off of a portion of Verizon Communications Inc.'s wireline
assets in a stock-based transaction valued at about $8.6 billion.
The new entity will carry approximately $3.3 billion of debt,
about $3 billion of which will be debt issued at the new entity
while the remainder is existing debt at the Verizon entities.
Verizon shareholders will receive shares of Frontier common stock,
which is expected to have a value of $5.25 billion.

"The ratings affirmation reflects the lower pro forma leverage of
the combined company, which S&P believes will be at or under 3.0x
adjusted post-transaction close, compared to 4.2x as of March 31,
2009," said Standard & Poor's credit analyst Allyn Arden, "as well
as the potential for meaningful operating synergies."  These
factors are largely offset by S&P's concerns regarding the
integration of the acquired Verizon properties longer term, given
that the new company will be about 3x the size of Frontier on a
stand-alone basis, as well as the potential for accelerating line
losses in these markets because of competitive challenges
currently facing the wireline industry.  While the above average
line losses and lower digital subscriber line penetration in the
legacy Verizon markets provides opportunities for Frontier, during
an extended transition period, they also entail the risk of
further customer losses.  Access-line losses at stand-alone
Frontier were about 7.1% during the first quarter of 2009, in line
with the industry average.  However, line losses at the legacy
Verizon properties are greater, at over 10%, despite the rural
nature of these markets.


GENERAL MOTORS: May Sell Main Biz, Liquidate Other Assets in Ch 11
------------------------------------------------------------------
John Kell at Dow Jones Newswires reports that General Motors Corp.
said that it would likely sell assets to a new operating company
and liquidate its remaining assets if it were to file for
bankruptcy protection.

Dow Jones relates that GM said that if it doesn't receive enough
tenders under its exchange offer for $27 billion in notes by
June 1, would file for bankruptcy.  Dow Jones states that GM said
that it is continuing to solicit support from its bondholders,
saying if the exchange offer was successful, it would allow the
Company to restructure out of bankruptcy court.

Neal E. Boudette, Jeff Bennett, and Alex P. Kellogg at The Wall
Street Journal report that GM will be notifying on May 15 about
1,000 GM dealers that the Company will close.  About 1,600 more of
GM's approximately 6,000 dealers are likely to be hurt when the
Company phases out or sells its Pontiac, Hummer, Saturn, and Saab
brands, WSJ notes.

Kevin Krolicki at Reuters relates that as part of its
restructuring, GM has had legal advisers mapping out a strategy if
it is forced to file for bankruptcy.  GM, according to Reuters,
has said that those options could include a sale of its profitable
assets under "Section 363" of the bankruptcy code.

According to Dow Jones, GM is looking to focus on four core
brands.  It is planning to close and sell off its underperforming
offerings as it seeks to make itself more viable amid a sharp
downturn in auto sales.

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: To Pay Suppliers Ahead of Deadline for Plan/ Ch.11
------------------------------------------------------------------
Jewel Gopwani and Tim Higgins at Detroit Free Press report that
General Motors Corp. has accelerated plans to pay many of its
suppliers on May 28, instead of June 2.

Free Press quoted Brett Hoselton, auto analyst for KeyBanc Capital
Markets, as saying, "It incrementally increases the probability
that General Motors will file for Chapter 11 bankruptcy protection
as it accelerates supplier payments ahead of its deadline to meet
the terms of the U.S. Treasury's loan or file for Chapter 11."

According to Free Press, GM spokesperson Dan Flores said, "With
all the marketplace uncertainty and planned production down time
we are taking this action to help our suppliers.  We think this
decision is good news."  The decision doesn't mean that GM will
file for bankruptcy protection, the report says, citing
Mr. Flores.

Free Press quoted International Component Holdings Group North
America spokesperson David Ladd as saying, This brings stability
to what would have been a very chaotic moment, if they filed for
Chapter 11."

           Opel Merger With Fiat May Lead to Job Loss

According to The Wall Street Journal, Klaus Franz, the chief of
workers' council of GM's Adam Opel AG, said that a possible merger
of the Company's European business and Fiat SpA could lead to a
loss of as many as 18,000 jobs.

WSJ relates that a German government official said that ministers
will be holding a meeting -- to be attended by German Vice
Chancellor Frank-Walter Steinmeier, German Finance Minister Peer
Steinbrueck, German Labor Minister Olaf Scholz, German Economics
Minister Karl-Theodor zu Guttenberg and chancellery chief Thomas
de Maiziere -- to discuss bridge financing for Opel.

                    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.


GOODY'S LLC: Wants Plan Filing Period Extended to August 11
-----------------------------------------------------------
Goody's, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive period to propose
a plan until August 11, 2009, and their exclusive period to
solicit acceptances of a plan until October 12, 2009.

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

The Debtors tell the Court that since filing for bankruptcy, they
have focused their attention on conducting GOB sales and winding
down their businesses, in addition to running the day-to-day
operations of their businesses.  As a result, the Debtors relate
that they have not had an adequate opportunity to develop and
negotiate a Chapter 11 plan that can be approved by the Court and
their creditor constituencies.

In addition, the Debtors relate that their cases are only 4 months
old and while a bar date has been established by the Court, this
deadline has not yet passed.

As reported in the Troubled Company Reporter on April 29, 2009,
the Court established June 22, 2009, on or before 5:00 p.m.
(Eastern Time), as the general bar date for filing proofs of claim
in the Debtors' bankruptcy cases.  The governmental bar date is
July 13, 2009.

                        About Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq.,
Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry
& Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.

Goody's Family Clothing Inc., as of May 31, 2008, operated 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.  Goody's Family and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.

The Company emerged from bankruptcy October 20, 2008, after
closing more than 70 stores.  The reorganized entity was named
Goody's LLC.


GREGORY WAYNE MAPLES: Case Summary & 17 Largest Unsec. Creditors
----------------------------------------------------------------
Joint Debtors: Gregory Wayne Maples
               Patricia E Maples
               2995 McLemore Cir
               Franklin, TN 37064

Bankruptcy Case No.: 09-05366

Chapter 11 Petition Date: May 12, 2009

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

Judge: Keith M. Lundin

Debtors' Counsel: Elliott Warner Jones, Esq.
                  Drescher & Sharp Pc
                  1720 West End Avenue
                  Suite 300
                  Nashville, TN 37203
                  Tel: (615) 425-7121
                  Fax: (615) 425-7111
                  Email: ejones@dsattorneys.com

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

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

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

     http://bankrupt.com/misc/tnmb09-05366.pdf

The petition was signed by the Joint Debtors.


GREEKTOWN CASINO: Court OKs Assumption of Detroit Development Pact
------------------------------------------------------------------
The Honorable Judge Walter Shapiro issued an opinion declaring
Greektown Casino-Hotel is not in default of the development
agreement it entered into with the City of Detroit and the
Economic Development Corporation of the City of Detroit, and in
turn granted Greektown's motion to assume the development
agreement.

Judge Shapiro noted in his opinion, ". . . particularly in this
case, the Court believes the assumption statute contemplates and
favors affording Greektown (and the City as well) the full range
of the benefits and obligations of, and in, their carefully
negotiated bargain."  He concluded, ". . . Greektown's motion is
granted and it should present an appropriate order."

"We are incredibly pleased with Judge Shapiro's ruling," said
Charles M. Moore, Senior Managing Director at Conway MacKenzie,
Inc., the restructuring advisor assisting Greektown with its
reorganization. "This decision is an important step for Greektown
to obtain the tax rollback it is entitled to and furthermore, an
important step in moving Greektown out of bankruptcy. That outcome
will not only benefit Greektown and the many people depending on
its solvency, but it will also ultimately benefit the city of
Detroit."

As reported by the Troubled Company Reporter on April 15, 2009,
the Debtors reiterated before the U.S. Bankruptcy Court for the
Eastern District of Michigan that they merely seek authority to
assume their Development Agreement with the City of Detroit and
the Economic Development Corporation of the City of Detroit, and
continue to perform under the Agreement.  Daniel J. Weiner, Esq.,
at Schafer and Weiner PLLC, in Bloomfield Hills, Michigan, said
the Debtors do not intend to assign the Development Agreement to
any other party.

The Debtors noted that the City of Detroit seems intent on
blocking them from assuming the Development Contract by citing
certain provisions of Section 365 of the Bankruptcy Code.  Mr.
Weiner said Section 365 is clear that it does not prevent a
debtor-in-possession from assuming, and continuing to perform
pursuant to, an executory contract in a Chapter 11 reorganization,
but rather serve only to prevent the assignment of a contract by a
trustee to a third party other than the debtor or debtor-in-
possession in violation of non-bankruptcy "applicable" state or
federal law -- none of which apply to the Debtors' request.

Should the City succeed in blocking the Debtors' right to assume
the Development Contract and terminating the Contract by enforcing
its "ipso facto clauses," the City will have destroyed any chance
for reorganization in the Debtors' cases as the Debtors would be
forced to immediately cease operations, irretrievably losing
tremendous value, and dashing any hopes for recovery for the
creditors of the Debtors' estates, Mr. Weiner said.

Judge Shapero authorized the City to file its responses to the
Debtors' requests under seal.  In a separate order, Judge Shapero
approved the Debtors' and the City of Detroit's request to take
certain limited depositions.

The Detroit Free Press reported in April that counsel for the City
of Detroit argued before Bankruptcy Judge Shapero that Greektown
Casino "has failed multiple times to fulfill promises it made to
the City . . . that are crucial to a tax break."

A 5% tax rollback could improve Greektown's cash flow by up to
$15 million annually, Mary Francis Masson of the Detroit Free
Press related.  Greektown previously asserted that it is entitled
to this tax rollback by virtue of the opening of the Greektown
Casino Hotel Complex in February 2009.

Representing the City, Michael J. Schaller Esq., at Shefsky &
Froelich, enumerated to the Court certain instances whereby
Greektown Casino is noted not to have performed under its
Development Agreement with the City, the newspaper noted.  The
news source quoted Mr. Schaller as saying:

  -- Greektown Casino's bankruptcy filing violated the Contract;

  -- Greektown never completed a public hearing that required it
     to offer 10% ownership; and

  -- Greektown owe the City $660,000 in related fees.

Greektown refuted the City's allegations.

Amidst the dispute over the tax rollback, the Michigan Gaming
Control Board also needs to make a stand on the matter, Ms.
Masson of the Detroit Free Press said.  The Board has the
authority to grant the tax rollback.  "The precedent says we wait
for the City of Detroit to tell us that the city is in full
compliance.  That would be the triggering event for us.  We would
defer to the City of Detroit in that regard," Gaming Board
Chairman Damian Kassab told the news source.

The Detroit Free Press said Judge Shapero, together with an
attorney representing the City of Detroit and an attorney
representing Greektown Casino estate, toured the Casino Complex on
April 7, 2009.

A number of entities expressed interest in bidding for the
acquisition of Greektown's Casino complex, Detroit Free Press said
in a report in April.  The potential buyers though maintained that
a tax rollback is crucial to their offer because it would put
Greektown under the same tax rate as its competitors MotorCity and
MGM Grand, the newspaper said.

Tom Celani, a Michigan businessman, was one of those interested in
buying the Casino complex, various reports have said.  Mr. Celani
partnered with Plainfield Asset Management L.L.C., a Connecticut-
based hedge fund to bid for Greektown's Casino, according to the
report.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operates world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

(Greektown Casino Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


HAYES LEMMERZ: Seeks Court Approval of $200MM DIP Facility
----------------------------------------------------------
Hayes Lemmerz International Inc. and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
borrow up to $100,000,000 in new money priority term loans and up
to $100,000,000 in roll-up loans, pursuant to the Second Amended
and Restated Credit Agreement, dated May 30, 2007, as amended.

The Debtors seek permission to use no more than $30,000,000 in new
money priority term loans on an interim basis.

The Debtors also seek authority to use their prepetition secured
lenders' cash collateral and grant adequate protection to the
prepetition lenders.

                      $200-Mil. DIP Facility

The Debtors have obtained from certain of the Prepetition Lenders
a superpriority priming delayed draw term loan facility in an
aggregate principal amount of up to $200,000,000 and other
financial accommodations allocated as:

   (1) A superpriority priming delayed draw term loan facility in
       an aggregate principal amount of $80,000,000 to be used to
       fund the operating and working capital needs of the Debtors
       and the Non-US Guarantors in accordance with a 13-week
       budget;

   (2) A standby uncommitted multiple draw term loan facility in
       excess of full utilization of New Money Priority Term Loan
       Commitments, in one or more series, in an aggregate amount
       not exceeding $20,000,000.

Participating lenders have the right to roll-up on a dollar-for-
dollar basis the principal amount of their Prepetition Loans.

Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, the Debtors' proposed counsel, says
a bankruptcy majority of the Prepetition Lenders -- i.e., more
than 50% in number and 2/3 in amount -- have committed to fund or
have consented to the DIP Facility.  The other Prepetition Lenders
say they support the Debtors' restructuring efforts and do not
want them to discontinue business operations or liquidate their
assets, which would be the unavoidable consequence if the DIP
Facility or some other immediate financing is not approved very
soon.

The maturity date of the Priority Term Facility will be the
earliest of (i) stated maturity which will be six months following
interim approval of the DIP facility or (ii) the effective date of
a Chapter 11 plan for any Debtor.  The Maturity Date may be
extended by up to three months by the Requisite DIP Lenders upon
payment by the U.S. Borrower to the DIP Lenders of a non-cash fee
satisfactory to the Requisite DIP Lenders.

The Priority Tem Lenders will have a lien in all assets of the
Debtors, including a claim or cause of action arising under
Bankruptcy Code sections 544, 545, 547, 548, 549, 553(b), 723(a),
or 724(a), subject to a carve-out for U.S. Trustee fees and Clerk
of the Bankruptcy Court fees, as well as for fees payable to
professionals retained in the Debtors' cases.

The Debtors also propose to remit to the Priority Term Facility
Agent 100% of all accounts receivable collections, proceeds of
sales of inventory, fixed assets, and any other assets, including
sales in and outside the ordinary course of business, and all
other cash or cash equivalents.

The Debtors propose to pay these fees:

   * An upfront fee of [4%] of New Money Priority Term Loans
     payable to the account of the DIP Lenders.

   * An exit fee of [3]% of New Money Priority Term Loans payable
     to the account of the DIP Lenders.

  * The Prepetition Lenders that did not commit to participate in
    the Priority Term Facility, but consented to enter into the
    DIP Credit Agreement will be entitled to a consent fee of 8.5%
    of the issued common stock of the reorganized company upon
    consummation of the transactions, actions, proceedings or
    cases contemplated by a Plan Term Sheet filed with the Court.

   * Agency Fees as agreed with the DIP Administrative Agent.

Citicorp North America, Inc. is the Administrative Agent under the
Debtors' $495,000,000 prepetition credit facility.  Deutsche Bank
Securities Inc. acts as Prepetition Syndication Agent; and
Citicorp North America, Inc., acts as Prepetition Documentation
Agent.  Citigroup Global Markets Inc. anddeutsche Bank Securities
Inc. serve as Joint Book-Running Lead Managers and Joint Lead
Arrangers for the Prepetition Facilities.

Deutsche Bank Trust Company Americas acts as Administrative Agent
under the Debtors' $80,000,000 Senior Secured Superpriority DIP
Credit Facility and $80,000,000 Senior Secured Superpriority Roll-
Up Credit Facility.  Deutsche Bank Securities Inc. and General
Electric Capital Corporation serve as Joint Book-Running Lead
Managers, Joint Lead Arrangers and Syndication Agents for the DIP
Facilities.

Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Brian Kinney,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York; and
Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
in Wilmington, Delaware, serve as counsel to the DIP Agent.

The Debtors' prepetition credit facilities consist of a term loan
facility of EUR260 million maturing in 2014 borrowed by Hayes
Luxembourg; a revolving credit facility of $125 million maturing
in 2013 available to HLI Operating Company, Inc., and Hayes
Luxembourg; and a synthetic letter of credit facility of
EUR15 million available to both borrowers.

Hayes' non-debtor affiliates are indebted pursuant to short term
bank borrowings and other notes in the aggregate amount of
$46.6 million as of January 31, 2009.

Hayes also had a domestic accounts receivable securitization
facility with a normal program limit of $25 million during Fiscal
2007 and 2008.  The facility has an expiration date of May 30,
2013.  Due to concentration limits and restrictions on financing
certain receivables, the majority of the program has not been
available.  There were $6 million of borrowings under the programs
as of January 31, 2009, which was the maximum amount available
under this facility.  The facility limit was reduced to $5 million
in April 2009 and no future advances will be made under the
facility.  If the borrowing base falls below $5 million, amounts
currently advanced in excess of the borrowing base will need to be
repaid.

As of January 31, 2009, Hayes had approximately $670.1 million of
total indebtedness.

                   Lenders Dictate Plan Process

By May 21, the Debtors will provide a milestone schedule
satisfactory to the Requisite DIP Lenders regarding efforts to
effectuate a sale of substantially all of the assets of the
Debtors, whether pursuant to one or more sales under Section 363
of the Bankruptcy Code, a plan of reorganization, liquidation or
any other change in control transaction.  If requested, the
Debtors will provide weekly updates to the DIP Lenders and their
advisors regarding the progress of the Debtors towards meeting the
sale transaction milestones and facilitating a Sale Transaction.

The Debtors will simultaneously pursue both the transactions
contemplated by the Plan Term Sheet and the Sales Transactions
which will include the active marketing of assets to potential
financial and strategic purchasers.

The DIP Lenders will later determine whether the Debtors should
pursue transactions contemplated by the Plan Term Sheet or the
Sales Transactions.

The Plan Term Sheet proposes to give:

   -- 87.25% of the shares of new common stock to be issued by the
      Reorganized Company to the DIP Lenders in full satisfaction
      of their claims;

   -- 8.5% of the shares of New Common Stock to consenting
      prepetition secured lenders;

   -- 4% of the New Common Stock to the Holders of Prepetition
      Secured Obligations -- other than Lenders that participated
      in the DIP Facility -- in full satisfaction of their claims;
      and

   -- 0.25% of the New Common Stock to the Holders of the 2015
      notes issued by Hayes Luxembourg in full satisfaction of
      their claims.

Other Unsecured Creditors will share on a $250,000 cash pool.
Holders of equity interest are out of the money.

If the DIP Lenders elect the transactions contemplated by the Plan
Term Sheet, the Debtors will immediately suspend all efforts
concerning the Sale Process, unless the Debtors determine that
proceeding with the Sales Transactions maximizes the value of the
Debtors' estates.  If the DIP Lenders elect the Sales
Transactions, the Debtors will immediately suspend all efforts
concerning transactions contemplated by the Plan Term Sheet, and
proceed solely with the Sales Transactions, unless the Debtors.

In connection with the Sales Transaction, the Debtors' Lenders may
"credit bid" their claims to serve as a "stalking horse bid".

The DIP Lenders require the Debtors to cause confirmation of a
chapter 11 plan of reorganization before the 150th day following
the Petition Date or consummate an acceptable chapter 11 plan
prior to the Maturity Date.

"None of the Prepetition Lenders have argued that liquidating the
Debtors is better than reorganizing them or selling their business
as a going concern," Mr. Clark says.  "Nonetheless, there may be
unresolved intercreditor issues raised by certain of the
Prepetition Lenders regarding the terms of the DIP Facility and
the allocation of value among the Prepetition Lenders under a
potential plan of reorganization or going concern sale.  If
liquidation is to be avoided, these issues must be resolved,
whether by agreement or through litigation, now."

              About Hayes Lemmerz International, Inc.

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

The Company and certain affiliates filed for bankruptcy on May 11,
2009 (Bankr. D. Del. Case No. 09-11655) after reaching agreements
with lenders holding a majority of the Company's secured debt.
The Company's principal bankruptcy attorneys are Skadden, Arps,
Slate, Meagher & Flom, LLP. Lazard Freres & Co., LLC serves as the
Company's financial advisors.  AlixPartners, LLP serves as the
Company's restructuring advisors.  The Garden City Group, Inc.,
serves as the Debtors' claims and notice agent.  As of January 31,
2009, the Debtors had total assets of $1,336,600,000 and total
debts of $1,405,200,000.

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

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


HAYES LEMMERZ: Euro Noteholders Balk at $200MM DIP Facility
-----------------------------------------------------------
An ad hoc group of holders of Euro notes issued by Hayes
Luxembourg objects to Hayes Lemmerz International, Inc., and its
affiliates' request to incur postpetition secured financing.  The
Euro note holders call the Debtors' DIP motion a disguised asset
purchase agreement, noting that the proposed loan agreement and
related Plan Term Sheet allows the DIP Lenders to credit bid their
DIP loans for purposes of acquiring the Debtors' assets.

The group says the key terms of the DIP facility serve to stifle,
rather than encourage value maximizing strategies.

The group takes exception with the proposed roll-up of up to
$100 million in prepetition loans.  "Roll-ups are troubling in
every bankruptcy case, and they always warrant careful scrutiny,"
the group says.

According to the noteholder group, the proposed roll-up serves as
a break-up fee on a $100 million asset purchase agreement.  The
group says the Plan Term Sheet doesn't attempt to justify the
proposed allocation of equity in the reorganized company.

The Plan Term Sheet proposes to give:

   -- 87.25% of the shares of new common stock to be issued by the
      Reorganized Company to the DIP Lenders in full satisfaction
      of their claims;

   -- 8.5% of the shares of New Common Stock to consenting
      prepetition secured lenders;

   -- 4% of the New Common Stock to the Holders of Prepetition
      Secured Obligations -- other than Lenders that participated
      in the DIP Facility -- in full satisfaction of their claims;
      and

   -- 0.25% of the New Common Stock to the Holders of the 2015
      notes issued by Hayes Luxembourg in full satisfaction of
      their claims.

The group also points out that the DIP loan permits the Lenders to
exercise excessive control over the Debtors' pursuit of
alternative restructuring strategies.

The Euro Note Holders group is represented by Garvan F. McDaniel,
Esq., at Bifferato Gentilotti LLC in Wilmington, Delaware; and
Timothy B. DeSieno, Esq., Mark W. Deveno, Esq., and Scott K.
Seamon, Esq., at Bingham McCutchen LLP in New York.

              About Hayes Lemmerz International, Inc.

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

The Company and certain affiliates filed for bankruptcy on May 11,
2009 (Bankr. D. Del. Case No. 09-11655) after reaching agreements
with lenders holding a majority of the Company's secured debt.
The Company's principal bankruptcy attorneys are Skadden, Arps,
Slate, Meagher & Flom, LLP. Lazard Freres & Co., LLC serves as the
Company's financial advisors.  AlixPartners, LLP serves as the
Company's restructuring advisors.  The Garden City Group, Inc.,
serves as the Debtors' claims and notice agent.  As of January 31,
2009, the Debtors had total assets of $1,336,600,000 and total
debts of $1,405,200,000.

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

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


HAYES LEMMERZ: Receives Court Approval of First Day Motions
-----------------------------------------------------------
Hayes Lemmerz International, Inc., received Court approval of up
to $100 million of debtor-in-possession financing, permitting it
immediate access to up to $30 million to continue operations in
the ordinary course of business.  The DIP financing is being
provided by lenders holding a majority of the Company's
prepetition secured debt.  Nearly all of the lenders holding the
Company's prepetition secured debt executed consents approving the
DIP loan.  A final hearing on the DIP financing has been set for
June 10, 2009.

The Company also received approval of several first day motions
designed to ensure daily operations will continue normally during
the restructuring.  The "first-day" relief approved by the
Honorable Judge Mary F. Walrath of the U.S. Bankruptcy Court for
the District of Delaware also provides the Company with permission
to pay certain prepetition and postpetition employee wages and
benefits during its restructuring, to honor certain prepetition
obligations to customers and to continue use of its cash
management systems.  The Company also received approval to pay
certain prepetition amounts owed to essential suppliers and
freight carriers.

"The court's approval of our DIP financing will provide us with
sufficient liquidity to fund operating expenses and meet
obligations during the restructuring, assuring that we are able to
conduct business as usual," said Chief Executive Officer Curtis J.
Clawson.  "As we use the Chapter 11 process to strengthen our
balance sheet, our operations around the globe remain focused on
being a premier automotive supplier by satisfying customers, being
a low-cost producer and having the best people."

              About Hayes Lemmerz International, Inc.

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

The Company and certain affiliates filed for bankruptcy on May 11,
2009 (Bankr. D. Del. Case No. 09-11655) after reaching agreements
with lenders holding a majority of the Company's secured debt.
The Company's principal bankruptcy attorneys are Skadden, Arps,
Slate, Meagher & Flom, LLP. Lazard Freres & Co., LLC serves as the
Company's financial advisors.  AlixPartners, LLP serves as the
Company's restructuring advisors.  The Garden City Group, Inc.,
serves as the Debtors' claims and notice agent.  As of January 31,
2009, the Debtors had total assets of $1,336,600,000 and total
debts of $1,405,200,000.

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

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


INTOWN PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Intown Properties, LLC
        P.O. Box 10250
        Portland, ME 04104

Bankruptcy Case No.: 09-20692

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Munjoy Hill Properties, LLC                    09-20693

Chapter 11 Petition Date: May 13, 2009

Court: United States Bankruptcy Court
       Maine (Portland)

Debtor's Counsel: D. Sam Anderson, Esq.
                  Bernstein Shur Sawyer & Nelson
                  100 Middle St., West Tower
                  Portland, ME 04101
                  Tel: (207) 774-1200
                  Fax: (207) 774-1127
                  Email: sanderson@bernsteinshur.com

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

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

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

The petition was signed by William P. Simpson, manager of the
Company.


JOURNAL REGISTER: Seeks to Rescind Contracts with Unions
--------------------------------------------------------
Eric Morath at Dow Jones Newswires reports that Journal Register
Co. is seeking the permission of the permission of the U.S. States
Bankruptcy Court for the Southern District of New York to
terminate its contracts with a group of unions representing about
220 workers.

The affected unions include the Newspaper Drivers and Handlers,
the Graphic Communications Conference, Local 13N; the Newspaper
Guild of Detroit, Local 22; and the Detroit Mailers Union, No. 40.

Dow Jones relates that a hearing on Journal Register's request to
break the contract is scheduled for May 29.

According to court documents, Journal Register wants to stop
certain pension obligations and impose a 15% wage reduction on
those workers to save about $2.6 million in annual labor cost.
Eliminating the pension programs is critical because those plans
are underfunded, and the minimum payment obligations are expected
to increase this year, Dow Jones states, citing Journal Register.

Journal Register, says Dow Jones, also wants to institute new
policies concerning overtime and other work rules for the union-
represented workers at the Company's Independent Newspapers Inc.
subsidiary.  Journal Register said in court documents that the
"exceptional and disproportionate" cost increases associated with
the pension plans pose "considerable risk" to the subsidiary's
vitality and the company's overall hopes of a successful
reorganization.

Dow Jones notes that Journal register may not find support for its
reorganization plan without the cost cuts.

Dow Jones quoted Dave DeLong, president of the Newspaper Drivers
and Handlers, Local 372 union, as saying, "We never like to see
any concessions.  But in bankruptcy they're making the case for
their needs, and we're trying to minimize our pain."

Mr. DeLong, according to Dow Jones, said that he anticipates
continuing out-of-court negotiations, but no new bargaining
sessions have been scheduled.

Journal Register has been in talks with the unions since February
2009, and both agreed to the cancellation of pension plans for the
pressman and drivers, Dow Jones states.  The locals, says Dow
Jones, wouldn't consent to the cancellation of the plans for the
writers' guild and the printers and mailers.  The unions said in
court documents said that those plans should continue because they
aren't as severely underfunded.

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com/-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The company
also owns JobsInTheUS, a network of 20 employment Web sites.  The
company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D. N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, represent the Debtors as counsel.  William
M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow-
Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represent the Official Committee of Unsecured Creditors as
counsel.  Conway, Del Genio, Gries & Co., LLC, provides
restructuring management services to the Debtors.  Robert P.
Conway is the company's chief restructuring officer.  The company
listed $100 million to $500 million in total assets and
$500 million to $1 billion in total debts.


KINGSWAY FINANCIAL: S&P Downgrades Counterparty Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
counterparty credit and senior unsecured debt ratings on Toronto-
based specialty insurance provider Kingsway Financial
Services Inc. to 'B-' from 'B'.  At the same time, Standard &
Poor's removed its ratings from CreditWatch with negative
implications, where they were placed February 10, 2009.  The
outlook is negative.

"The downgrade reflects Kingsway's weak first-quarter 2009 results
and the continued deterioration and lack of stability surrounding
its business franchise," said Standard & Poor's credit analyst
Foster Cheng.  Moreover, it also reflects the company's weaker
liquidity and cash flow position.  During the quarter, the company
experienced weakness on both side of the border.  In Canada,
underwriting losses were experienced at its cross-border trucking
insurance operations, while in the U.S. the company continued to
experience troubles within its lead U.S. operating company,
Lincoln General Insurance Co.  The results represent the 10th
straight quarter the company has had unfavorable reserve
development at Lincoln, which continues to be the main source of
Kingsway's financial issues without any clear end.

S&P expects Kingsway's profitability to remain weak especially as
the company tries to refocus.  In efforts to rebuild
profitability, capital adequacy, and de-risk its business,
Kingsway has, or plans to, introduce several strategic
initiatives.  These include major cost cutting; staff reductions;
divesture of its common equity exposure; exiting noncore or
unprofitable lines of business at Lincoln, Kingsway General
Insurance Co., and Southern United Fire Insurance Co.; and selling
off other noncore assets (including putting them into run-off).

Part of its restructuring plans has also included executive
changes, including the appointment of a several new board of
directors and a new president and CEO, all of which S&P view as
neutral to the rating.  Despite these actions, S&P believes that a
return to profitability in the immediate future will be difficult
mainly due to the possibility of additional write-downs during
Kingsway's restructuring process, its uncertain insurance
franchise, its reduced competitive position, and extremely
competitive insurance markets.

The negative outlook reflects S&P's assessment of the company's
weak financial profitability and liquidity, its weakened capital
adequacy, its uncertain insurance franchise, and reduced
competitive position.  It also reflects what S&P view as the
company's weak management oversight, weak enterprise risk
management, reduced financial flexibility, and the uncertainty
surrounding the acceptance of Lincoln's run-off plan by the
Pennsylvania Insurance Department.  If Kingsway were to experience
additional deterioration within its insurance franchise or
liquidity profile, or encounter further material reserve
adjustments or write-downs, S&P could lower the ratings by at
least one notch.  However, if Kingsway demonstrates stability
around its reserves and underwriting performance, S&P could revise
the outlook to stable within the next six to 18 months.  It is
unlikely the ratings will improve in the near future, given it
will take time for management to implement all of its initiatives
in efforts to significantly improve its financial strength.
Nevertheless, for year-end 2009, S&P expects Kingsway to maintain
a leverage ratio of less than 65% (currently at 47.6%) and a
hybrid-to-total capital ratio of less than 30% (currently at
23.6%).  S&P believes the fixed-charge coverage and interest
coverage ratio will continue to be negative for the remainder of
2009 as the company refocuses its strategy to become profitable
again.


KINGSWAY LINKED: S&P Downgrades Global Scale Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
linked return of capital preferred units issued by Kingsway Linked
Return of Capital Trust.

The lowering of these ratings mirrors the downgrade of the
Kingsway ROCGP's senior unsecured 10-year note, which is linked to
the LROC preferred units.

                         Ratings Lowered

             Kingsway Linked Return of Capital Trust

                                          Rating
                                          ------
          Class                      To            From
          -----                      --            ----
          LROC preferred units
          Canada national scale      P-4 (Low)     P-4
          Global scale               B-            B


LANDAMERICA FINANCIAL: Fidelity to Acquire LoanCare for $16.3MM
---------------------------------------------------------------
Fidelity National Financial, Inc., signed a definitive agreement
under which it will acquire LoanCare Servicing Center, Inc.

LoanCare, founded in 1983, provides subservicing services on more
than 100,000 loans for 90 companies in all 50 states, making it
roughly the seventh largest subservicer in the nation. LoanCare,
which generated 2008 revenue of roughly $19 million and adjusted
pre-tax earnings of roughly $4.4 million, provides traditional
subservicing, outsourced loss mitigation and other servicing
related products and services.  The company has previously been a
wholly-owned subsidiary of LandAmerica Financial Group, Inc.

The total purchase price was roughly $16.3 million and LoanCare
had tangible equity of roughly $12.4 million at February 28, 2009.
The closing of the acquisition is subject to the satisfaction of
certain closing conditions, including approval of the court
overseeing the LandAmerica Chapter 11 bankruptcy proceeding.

"We are excited to add the LoanCare capabilities to the FNF family
of companies," said Chairman William P. Foley, II.  "We believe
that LoanCare and ServiceLink, our national lender platform, can
generate substantial ancillary product revenue opportunities
through the subservicing and loss mitigation platforms, including
additional title and closing revenue, trustee sale guarantees,
valuations and a broad range of significant default based
revenues."

Fidelity National Financial, Inc. -- http://www.fnf.com/--
provides title insurance, specialty insurance, claims management
services and information services.  FNF is the nation's largest
title insurance company through its title insurance underwriters
-- Fidelity National Title, Chicago Title, Commonwealth Land
Title, Lawyers Title, Ticor Title, Security Union Title and Alamo
Title -- that collectively issue more title insurance policies
than any other title company in the United States.  FNF also
provides flood insurance, personal lines insurance and home
warranty insurance through its specialty insurance business.  FNF
also is a leading provider of outsourced claims management
services to large corporate and public sector entities through its
minority-owned subsidiary, Sedgwick CMS.  FNF is also an
information services company in the human resource, retail and
transportation markets through another minority-owned subsidiary,
Ceridian Corporation.

                 About LandAmerica Financial Group

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)


LEAR CORP: Posts $264.8 Million 1st Quarter 2009 Net Loss
---------------------------------------------------------
Lear Corporation reported a net loss (attributable to Lear) of
$264.8 million, or $3.42 per share, in the first quarter of 2009.
This compares with net income (attributable to Lear) of
$78.2 million, or $1.00 per share, in the first quarter of 2008.

Lear reported net sales of $2.2 billion and a pretax loss of
$257.1 million, including restructuring costs and other special
items of $121.2 million.  Pretax income (loss) before interest,
other expense, restructuring costs and other special items (core
operating earnings) was negative $66.7 million in the first
quarter of 2009.  This compares with net sales of $3.9 billion,
pretax income of $113.5 million and core operating earnings of
$186.5 million in the first quarter of 2008.

Lear said the decline in net sales for the quarter, compared with
a year ago, primarily reflects the significant decline in industry
production in North America and Europe.  Lear noted that the
business environment in the first quarter was extremely
challenging due to significantly lower production volumes
globally.  In North America, industry production compared with a
year ago was down 51%.  In Europe, industry production was down
40%.  Globally, automotive production was down 36%.

In the first quarter of 2009, free cash flow was negative $219.0
million, as compared with free cash flow of negative $21.2 million
in the first quarter of 2008.  The decline in free cash flow
compared with a year ago primarily reflects lower earnings.  Net
cash used in operating activities was $336.8 million in the first
quarter of 2009, and net cash provided by operating activities was
$136.0 million in the first quarter of 2008.

The Company had approximately $1.2 billion in cash and cash
equivalents as of April 4, 2009, as compared to approximately
$1.6 billion as of December 31, 2008.  The decline reflects
negative free cash flow in the first quarter, as well as the
termination of an accounts receivable factoring facility in
Europe.

Lear had total assets of $6.4 billion, current liabilities of
$4.4 billion and long-term liabilities of $2.0 billion, resulting
in $41.4 million in stockholders' deficit.

"Given the adverse economic conditions and dramatic slowdown in
automotive demand at the end of last year, many of our major
customers had extended plant shutdowns in the first quarter," said
Bob Rossiter, Lear's chairman, chief executive officer and
president.  "As a result, production was down sharply in North
America and Europe.  In this difficult environment, we are
minimizing our operating costs and accelerating our restructuring
efforts."

"Despite these challenges, Lear continued to make progress on its
operating priorities, including further diversification of its
global sales, business development in emerging markets and
continued new product innovation. We have global scale and
excellent technical capabilities in critical product lines, as
well as a competitive low-cost footprint, a solid backlog of new
business and a strong cash position of $1.2 billion," Mr. Rossiter
added.  "We remain focused on weathering the current downturn,
while positioning ourselves for future success when industry
conditions improve."

                        Going Concern Doubt

Ernst & Young LLP in Detroit, Michigan, in its March 2009 audit
report, raised substantial doubt about the Company's ability to
continue as a going concern.

During the fourth quarter of 2008, Lear elected to borrow
$1.2 billion under its primary credit facility to protect against
possible disruptions in the capital markets and uncertain industry
conditions, as well as to further bolster its liquidity position.
As of December 31, 2008, Lear had approximately $1.6 billion in
cash and cash equivalents on hand, providing adequate resources to
satisfy ordinary course business obligations.  Lear, however,
elected not to repay the amounts borrowed at year end in light of
continued market and industry uncertainty.  As a result, as of
December 31, 2008, Lear was no longer in compliance with the
leverage ratio covenant contained in the primary credit facility.

On May 13, 2009, the Company and the lenders under its primary
credit facility entered into an amendment and waiver of covenant
defaults through June 30, 2009.  Discussions with the Company's
lenders and others regarding alternatives to address the Company's
capital structure are on-going.

In its Annual Report on Form 10-K for the year ended December 31,
2008, Lear said it was reviewing strategic and financing
alternatives available to the Company and has retained legal and
financial advisors to assist it.  Lear has said a restructuring
would likely affect the terms of its primary credit facility,
other debt obligations, including its senior notes, and common
stock and may be effected through negotiated modifications to the
agreements related to its debt obligations or through other forms
of restructurings, which Lear may be required to effect under
court supervision pursuant to a voluntary bankruptcy filing under
Chapter 11 of the U.S. Bankruptcy Code.

A default under Lear's primary credit facility could result in a
cross-default or the acceleration of Lear's payment obligations
under other financing agreements.

As of December 31, 2008, the scheduled maturities of Lear's long-
term debt, excluding obligations under the primary credit
facility, for the five succeeding years are:

     Year                  Maturities
     ----                  ----------
     2009                  $4,300,000
     2010                  $7,500,000
     2011                  $1,800,000
     2012                  $1,300,000
     2013                $301,700,000

Lear will hold its Annual Meeting of Stockholders on May 21, 2009,
at 10:00 a.m. EDT.  The meeting will take place at the Company's
headquarters in Southfield, Michigan.

                         About Lear Corp.

Based in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's leading suppliers of
automotive seating systems, electrical distribution systems and
electronic products.  The Company's products are designed,
engineered and manufactured by a diverse team of 80,000 employees
at 210 facilities in 36 countries.  Lear is traded on the New York
Stock Exchange under the symbol [LEA].

                            *     *     *

Lear Corp. had approximately $1.6 billion in cash and cash
equivalents as of December 31, 2008, providing more than adequate
resources to satisfy ordinary course business obligations,
according to the Company.  Lear had $6.8 billion in total assets,
$4.6 billion in total current liabilities, $2.0 billion in long
term liabilities, and $198.9 million in stockholders' equity as of
December 31, 2008.

In January, Moody's Investors Service lowered the Corporate Family
and Probability of Default ratings of Lear, to Caa2 from B3.  In a
related action, the rating of the senior secured term loan was
lowered to Caa1 from B2, and the rating on the senior unsecured
notes was lowered to Caa2 from B3.  The ratings remain on review
for further possible downgrade.

Standard & Poor's Ratings Services also lowered its corporate
credit rating on Lear to 'B-' from 'B'.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.  The
ratings remain on CreditWatch, where they had been placed with
negative implications on Nov. 13, 2008.


LOS ANGELES: Faces $529MM Budget Deficit, Opposes "Loan" of Funds
-----------------------------------------------------------------
Just as mayors and city councils in the state of California slash
city budgets and reduce services to deal with the worst economic
crisis in decades, they learned yesterday that state leaders may
try to coerce local governments into providing a forced $2 billion
bailout of the state budget if the May 19 ballot measures fail.
The May Revise option released by Gov. Arnold Schwarzenegger,
containing that bailout, or "loan," essentially forces cities to
rescue the state from its financial quagmire and would cripple
city services.  To take money from cash-strapped cities now
amounts to a profound "anti-stimulus" action by the state.

Saying that he absolutely "despised the proposal," the Governor
also said earlier this week in a meeting with mayors and council
members that he understands this proposal would be devastating to
public safety services and that he did not know how the state
would pay back the loan.  Statewide opinion polls consistently
show a vast majority of Californians themselves don't believe
borrowing should be used to balance the state's budget and oppose
public safety cuts.

The League of California Cities in a statement said California
cities cannot afford to bail out the state when they are already
adopting extremely painful cuts to balance their own budgets.
This shotgun "loan" of city property tax revenues would force
additional service cuts including police and firefighter layoffs
and result in longer emergency response times and fire station
closures.

The League of California Cities cite a snapshot of what some of
California's cities are facing:

   -- Los Angeles is facing a $529 million budget deficit and
      Mayor Villaraigosa has urged the city council to declare a
      fiscal emergency to give him authority to layoff and
      furlough thousands of city employees;

   -- Rohnert Park may have to lay off 31 employees, including 17
      Sworn officers and nine public safety technicians -- and
      would still not be able to balance its budget;

   -- Stockton, to address a $31 million budget deficit, sent
      layoff notices to 55 police officers, 35 civilian employees
      and demoted seven officers; and

   -- Vallejo, in the midst of bankruptcy, may be forced to
      decimate city services by 20 percent and staff are
      recommending that the city council cut 30 sworn officer
      positions as well as close two fire stations.

"It's absolutely unthinkable that the state would consider
sacrificing local public safety at a time like this.  City
officials are already making painful cuts locally, laying off
employees, cutting services and much more, to make our budgets
balance.  Taking local funds used for public safety to bail out
the state budget is the last thing the public wants to see," said
League President and Rolling Hills Estates Mayor Judy Mitchell.

"It's painful. We're going well below our ability to provide
essential services. We have nothing left to cut," said Vallejo
City Council Member Stephanie Gomes.

Reflecting the impact that the stagnating economy has had on city
budgets, cities across the state are passing resolutions declaring
a state of severe fiscal hardship. To date, close to 100 cities
have either passed or are scheduled to pass a resolution.

California's news leaders understand why it's fundamentally wrong
for the state to raid local revenues.  Writing in an op-ed in the
Los Angeles Times, D.J. Waldie, a contributing editor, expressed
it poignantly stating: "The quality of life in California's
neighborhoods will be part of the wreckage. Closed libraries mean
kids won't have a place to go after school. Unsupervised parks
means they won't have a safe place to play.  Furloughed workers
won't be available to process your business license, check your
building plans or deal with your complaint. Everyday life -- the
level at which local government works -- will be harder and
coarser."

The Governor met with city officials earlier this week in Culver
City and San Jose to discuss Propositions 1A-F and the impact of
their failure on state and local services.  He told the assembled
city officials that he will be under extraordinary pressure to
"borrow" local government funds if the ballot measures fail and
the budget deficit reaches $21.3 billion.  The League and the city
officials present told the Governor that they strongly opposed any
borrowing on top of the $900 million cities already provide the
state each year in city property taxes.  The League endorsed the
propositions on April 6.

"The League is supporting Props. 1A -- F because they provide a
framework for beginning to responsibly balance the state budget
without gimmicks.  The state should follow the lead of the cities
of California in dealing with its budget deficit -- cut spending,
sell assets, enhance revenues and don't borrow," said League
Executive Director Chris McKenzie.

City officials will fight any budget proposal that attempts to
raid local property tax revenues to bail out the state budget.

Established in 1898, the League of California Cities is a
nonprofit statewide association that advocates for cities with the
state and federal governments and provides education and training
services to elected and appointed city officials.


LOUISIANA VALVE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Louisiana Valve & Machine Works, Inc.
        4122 Riverview Dr.
        Port Allen, LA 70767

Bankruptcy Case No.: 09-10664

Chapter 11 Petition Date: May 12, 2009

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

Judge: Douglas D. Dodd

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

Estimated Assets: $0 to $50,000

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/lamb09-10664.pdf

The petition was signed by Wayne Marchand, owner of the Company.


LUCKY CHASE: Section 341(a) Meeting Set for June 3
--------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21, will
convene a meeting of creditors of Lucky Chase II, LLC on June 3,
2009, at 1:30 p.m., at the Claude Pepper Federal Bldg., 51 SW
First Avenue, Room 1021, Miami, FL 33130.

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 Lucky Chase II, LLC

Headquartered in Pittsburgh, Pennsylvania, Lucky Chase II, LLC,
operates a single-asset, real estate company.

The Company filed for Chapter 11 on April 29, 2009 (Bankr. S. D.
Fla. Case No. 09-18087).  Arthur J. Spector, Esq., represents the
Debtor in its restructuring efforts.  The Debtor's assets and
debts both range from $10 million to $50 million.


LUCKY CHASE: AmTrust Wants Case Dismissed as Bad Faith Filing
-------------------------------------------------------------
Amtrust Bank, secured creditor, asks the U.S. Bankruptcy Court
for the Southern District of Florida to dismiss Lucky Chase II,
LLC's Chapter 11 proceeding as a "bad faith" filing.

AmTrust tells the Court that the Debtor filed for bankruptcy
merely to forestall its foreclosure of the Debtor's property.  In
fact, AmTrust relates, unsecured claims in the Debtor's bankruptcy
case total to no more than $440,000, or no more than 1.5% of the
secured debt owed to it in the amount of $29.8 million as of
May 4, 2009.

AmTrust further states that there is substantial and continuing
loss and diminution of the estate as property values continue to
decrease on a regular basis.  Further, AmTrust believes that the
Debtor has no equity in the property, and assuming that any equity
does exits, it is quickly being depleted by the falling real
estate market, the accuing default interest and late charges and
the additional liabilities the Debtor is allowing to accrue on the
property.

Additionally, AmTrust narrates that the Debtor has also allowed
the property to fall into disrepair and has not paid the 2008
property taxes.

Finally, AmTrust says that the Debtor has also engaged in the
unauthorized use of rents, issues and profits/cash collateral.

Based on the foregoing statements, AmTrust Bank believes there is
abundant and compelling "cause" to dismiss this Chapter 11 ase.

As reported in the Troubled Company Reporter on May 14, 2009,
AmTrust Bank asked the Bankruptcy Court for the appointment of a
Chapter 11 trustee in the Debtor's bankruptcy case.

AmTrust tells the Court that it is urgent that a trustee be
appointed in the Chapter 11 case to ensure that the property is
secure and to collect rental payments pledged to AmTrust.

The Debtor executed and delivered to Ohio Savings Bank, the
predecessor in interest to AmTrust Bank, a $44.4 million
promissory noted date August 10, 2006.

To secure payment and performance of the note, the Debtor also
executed and delivered to AmTrust a certain Renewal Mortgage and
Security Agreement dated August 10, 2006.

In August 2008, the Debtor and the guarantors: Scott Deaktor,
Marsha Deaktor and Marcia Deaktor, defaulted under the note
and mortgage.  The Debtor and guarantors owe the lender
$28,209,824 that is due as outstanding principal on the note,
together with accrued interest thereon.

A hearing on AmTrust's motion is set for May 14, 2009.

                    About Lucky Chase II, LLC

Headquartered in Pittsburgh, Pennsylvania, Lucky Chase II, LLC
operates a single-asset, real estate company.

The Company filed for Chapter 11 on April 29, 2009 (Bankr. S. D.
Fla. Case No. 09-18087).  Arthur J. Spector, Esq., represents the
Debtor in its restructuring efforts.  The Debtor's assets and
debts both range from $10 million to $50 million.


LUMINENT MORTGAGE: Can Secure Add'l Advance of $305,000 from Arco
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has granted
Luminent Mortgage Capital, Inc., et al., permission to obtain
post-petition secured super-priority financing of up to $305,000
on the same terms and conditions set forth in the DIP Agreement
dated September 5, 2008, among the Debtors and Arco Capital, Ltd.,
as lender.  The final DIP order was entered by the Court on
October 6, 2008.

The additional advance of $305,000 will be use solely for paying
certain insurance premiums pursuant to the terms of the DIP
Agreement.

The DIP Liens securing the DIP obligations, including the
additional advance, will attach to all assets of the Debtors and
their estates, including all cash deposits, tax refunds, claims,
causes of action and any other asset subject to the DIP liens
securing the DIP obligations as provided in the final DIP order.

In no event will the maximum aggregate amount which may be
borrowed under the DIP agreement, including this additional
advance, exceed the amount of $3,242,000.

                      About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE), is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed on September 5, 2008, for
relief under Chapter 11 of the U.S Bankruptcy Code in the United
States Bankruptcy Court for the District of Maryland, Baltimore
Division (Lead Case No. 08-21389).  Immediately prior to the
filing, the Debtor executed a Plan Support and Forbearance
Agreement with secured creditor Arco Capital Corp., Ltd., WAMU
Capital Corp. and convertible noteholders representing 100% of the
outstanding principal amount of its convertible notes.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, represents
the Debtors as counsel.  The U.S. Trustee for Region 4 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  Jeffrey Neil Rothleder, Esq., at Arent Fox LLP,
represents the Creditors Committee as counsel.

In its operating report for the month of September 2008, Luminent
Mortgage Capital, Inc., reported $1,960,516 in total assets and
$374,868,632 in total liabilities, resulting in a $372,908,116
stockholders' deficit.  Full-text copies of the Debtors' operating
report for September 2008 are available for free at:

               http://researcharchives.com/t/s?345b

At March 31, 2008, Luminent Mortgage Capital, Inc.'s consolidated
balance sheet showed $3,757,205,000 in total assets,
$3,980,417,000 in total liabilities, and $223,212,000 in
stockholders' deficit.

Luminent and its debtor-subsidiaries continue to operate their
business as debtors-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court.


LYNEVE RESTAURANT: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lyneve Restaurant, Inc.
           dba Delphi Diner
        350 Montauk Highway
        West Islip, NY 11795

Bankruptcy Case No.: 09-73459

Chapter 11 Petition Date: May 13, 2009

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

Judge: Alan S. Trust

Debtor's Counsel: Edward Zinker, Esq.
                  278 East Main Street
                  P.O. Box 866
                  Smithtown, NY 11787-0866
                  Tel: (631) 265-2133
                  Email: mail@zandhlaw.com

Total Assets: $886,000

Total Debts: $1,116,892

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

         http://bankrupt.com/misc/nyeb09-73459.pdf

The petition was signed by Elias Panagoulias, president of the
Company.


LYONDELL CHEMICAL: Names ConocoPhillips' Gallogly as CEO
--------------------------------------------------------
LyondellBasell Industries said its Supervisory Board has named
James L. Gallogly chief executive officer, effective immediately.
Gallogly will succeed Volker Trautz who has announced his
retirement from the company.  The terms of the appointment are
subject to the approval of the U.S. bankruptcy court overseeing
LyondellBasell's reorganization plan.

"Jim is a highly respected executive in the polymers, chemicals
and fuels industries and experienced in successfully navigating
the cyclical challenges of these businesses," said Len Blavatnik,
Chairman of LyondellBasell's Supervisory Board.  "His impressive
record in the industry, combined with years of international
experience, makes him the right person to head LyondellBasell and
to fully realize the company's potential," Mr. Blavatnik said.

"I am pleased to welcome Jim to LyondellBasell," said Mr. Trautz.
"I have known him for many years, and I am confident that he will
successfully guide the company as it reaffirms its leadership
position in the chemical industry."

Mr. Gallogly commented: "LyondellBasell has an extremely capable
management team and a sound strategy for advancing the company in
the years to come.  My role will be to harness the initiatives
that are currently in motion, and manage the business and
operations as we successfully transition out of Chapter 11 near
year end.

"LyondellBasell boasts a heritage of innovation and excellence and
a global footprint that makes it one of the elite participants in
the chemicals and polymers markets.  I believe in LyondellBasell's
long-term potential, and I have the highest admiration for the
people at all levels of the company who have executed well in
recent months under extremely challenging conditions.  I look
forward to working with the leadership team to deliver value to
our customers, employees, creditors and investors," Mr. Gallogly
said.

Mr. Gallogly already has met with a number of the company's
stakeholders and shared his vision for the company.

Mr. Gallogly comes to LyondellBasell from ConocoPhillips where he
served as executive vice president of exploration & production,
and before that as executive vice president of refining, marketing
and transportation.  From 2000 to 2006, he was president and chief
executive officer of Chevron Phillips Chemical Company, one of the
world's top producers of olefins and polyolefins.  Mr. Gallogly
began his career with Phillips Petroleum Company in 1980, serving
in a variety of legal, finance and operational roles including two
assignments in Stavanger, Norway.  He also served as vice
president of plastics and later senior vice president of
chemicals.

Mr. Gallogly serves on the board of directors of the American
Petroleum Institute.  He previously served on the boards of the
American Chemistry Council, the American Plastics Council and the
National Petrochemical and Refiners Association.

He received a Bachelor of Arts degree from the University of
Colorado in 1974 and a law degree from the University of Oklahoma
in 1977.  He completed the Advanced Executive Program at the J.L.
Kellogg Graduate School of Management at Northwestern University
in 1998.

Mr. Gallogly was born in St. John's, Newfoundland, Canada.  He
currently resides in Houston.

                  About LyondellBasell Industries

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  About a year after
completing the merger, LyondellBasell Industries' U.S. operations
and one of its European holding companies -- Basell Germany
Holdings GmbH -- filed voluntary petitions to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to
facilitate a restructuring of the company's debts.  The case is In
re Lyondell Chemical Company, et al., Bankr. S.D. N.Y. Lead Case
No. 09-10023).  Seventy-nine Lyondell entities, including Equistar
Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals
Inc., and Wyatt Industries, Inc., filed for Chapter 11.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan (comprising $3.25 billion in
new loans and a $3.25 billion roll-up of existing loans) and a
$1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24 in order to
seek protection against claims by certain financial and U.S. trade
creditors.

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


LYONDELL CHEMICAL: Court Moves Plan Filing Deadline to Sept. 15
---------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York ruled in favor of Lyondell Chemical Company
and its affiliates and extended the Debtors' (i) exclusive plan
filing period through and including September 15, 2009, and (ii)
exclusive solicitation period, through and including December 15,
2009.

Several parties objected to the request.

At the hearing held April 30, 2009, Judge Gerber said that "we
haven't had enough time for the debtor to form the financial
underpinnings of a plan," Tiffany Kary of Bloomberg News reports.
Judge Gerber noted that Lyondell was proceeding in good faith to
form a plan, notes Bloomberg.

A. USB AG

UBS AG, Stamford Branch, as agent for the Term DIP Lenders, argued
that the proposed extension of the Exclusive Solicitation Period
to December 15, 2009, runs beyond the December 1, 2009 DIP
Financing Facility milestone, the date by which the confirmation
hearing to a reorganization plan must occur.  Moreover, December
15, 2009 is the maturity date of the DIP Financing Facility.

UBS explained that it is aware that the Confirmation Hearing
Milestone can be briefly extended under certain circumstances.
However, in order to comply with the DIP Financing Facility's
requirement that the confirmation hearing take place on or before
December 1, 2009, the Debtors would need to complete the plan
solicitation process at least several weeks prior to the final
date of the Debtors' requested Solicitation Period extension.  UBS
said although it is not objecting to the Motion, it is reserving
all rights under the Term DIP Facility.

B. Committee

The Official Committee of Unsecured Creditors noted that it does
not object to an extension of the Exclusive Periods, and in fact
supports the extension.  However, the Committee explained that at
this stage in the Debtors' Chapter 11 cases, the length of the
extensions is excessive and should be limited to 75 days.

Steven D. Pohl, Esq., at Brown Rudnick LLP, in New York, pointed
out that the Chapter 11 cases have been foreshortened by the
milestones set in the DIP Order.  The Debtors' proposed extension
would effectively grant the Debtors a monopoly for the remainder
of their Chapter 11 cases, would unfairly tip the balance in their
favor and disadvantage the creditors, he asserted.  More
importantly, he noted there are two intervening events that will
occur in the near term that may change the context of the Debtors
Chapter 11 cases:

   (i) the Debtors have not yet completed their business plan,
       which will form the basis of their reorganization plan and
       related negotiations; and

  (ii) the Committee has a June 1 deadline to file its motion for
       standing to assert lender claims on behalf of the Debtors'
       estates and the related draft complaint.  If approved, the
       Committee's Standing Motion may have significant
       ramifications for the formulation and confirmation of a
       plan.

Against this backdrop, the Committee asked the Court to sustain
its Objection and limit any extension of the Debtors' Exclusive
Periods to no more than 75 days.

                    Debtors Respond to Committee

The Debtors' counsel, Christopher R. Mirick, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, said that in February 2009,
the Committee had argued that the milestones were unreasonable
because the Debtors could not be expected to negotiate, propose
and confirm a reorganization plan by the end of 2009.  Now, the
Committee seeks to limit even further than the milestones the
Debtors' Exclusive Periods by shortening the proposed extension
for only 75 days, he said.

Mr. Mirick asserted that the proposed extension is not atypical
because all relevant factors support the sought extension pursuant
to the Motion.  This is not a case, where a debtor is using
exclusivity as a hammer in its negotiations with creditor
constituencies, he explains.  Instead, this is a large and complex
case, where within the milestones the Debtors are working
diligently through the plan process, he explains.  Mr. Mirick
stated that the fact that the Debtors' business plan will be
available in June 2009, shows the Debtors' effort to move the
Chapter 11 cases forward on a fair basis for all constituencies.
By completing the business plan in June 2009, the Debtors'
creditors will have the business plan for three months and will
enhance all parties' ability to negotiate a reorganization plan
before the filing of a disclosure statement and plan in September
2009 to comply with the milestones, he assured the Court.  The
Committee's possible filing of a motion for standing simply has no
bearing on whether the Debtors' Exclusive Periods should be
extended, he adds.

Mr. Mirick also said none of the reasons argued by the Committee
provides justifiable cause for denying the Debtors' proposed
extension.  If the Exclusive Periods are only extended for two and
one-half months, it is certain that the Debtors will file a
further extension request, and cost and expense will be incurred,
whether truly needed or not, he pointed out.

                  About LyondellBasell Industries

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  About a year after
completing the merger, LyondellBasell Industries' U.S. operations
and one of its European holding companies -- Basell Germany
Holdings GmbH -- filed voluntary petitions to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to
facilitate a restructuring of the company's debts.  The case is In
re Lyondell Chemical Company, et al., Bankr. S.D. N.Y. Lead Case
No. 09-10023).  Seventy-nine Lyondell entities, including Equistar
Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals
Inc., and Wyatt Industries, Inc., filed for Chapter 11.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan (comprising $3.25 billion in
new loans and a $3.25 billion roll-up of existing loans) and a
$1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24 in order to
seek protection against claims by certain financial and U.S. trade
creditors.

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


MANITOWOC CO: May Violate Loan Covenants, in Talks with Bank Group
------------------------------------------------------------------
The Manitowoc Company, Inc., said it is likely to violate
financial covenants pertaining to its $2.925 billion credit
facility, as amended and restated August 2008, and its senior
notes due 2013, as early as the second quarter of 2009 based on a
lower financial reforecast for its businesses completed in April
2009.

As of March 31, Manitowoc was in compliance with all affirmative
and negative covenants in its debt instruments.

Manitowoc said it has begun negotiations with its banking group to
obtain an amendment to its New Credit Agreement to avoid the
potential violation.

"Despite our present belief that we will obtain the amendment, we
cannot provide absolute assurance that we will be able to secure
any amendments to the New Credit Agreement or waivers of the
covenants contained in the New Credit Agreement," Manitowoc said.
"Any such amendment to the New Credit Agreement or waiver of the
covenants will likely involve upfront fees, higher annual interest
costs and other terms less favorable to us than those currently in
the New Credit Agreement."

"In the event we are not able to obtain the appropriate amendment
waiver, the outstanding debt under the New Credit Agreement would
become due and we would need to seek alternative financing.  We
cannot provide absolute assurance that we would be able to obtain
alternative financing.  The failure to obtain alternative
financing would have a material adverse impact on the company and
raise substantial doubt about our ability to continue as a going
concern."

Manitowoc entered into a $2.4 billion credit agreement in April
2008, which was amended and restated as of August 25, 2008, to
ultimately increase the size of the total facility to
$2.925 billion, to fund its acquisition of Enodis, a global leader
in the design and manufacture of innovative equipment for the
commercial foodservice industry.

The New Credit Agreement includes four loan facilities:

   -- a revolving facility of $400.0 million with a five-year
      term,

   -- a Term Loan A of $1,025.0 million with a five-year term,

   -- a Term Loan B of $1,200.0 million with a six-year term, and

   -- a Term Loan X of $300.0 million with an 18-month term.

Manitowoc has the option to increase the borrowing capacity of the
revolving facility or Term Loan A, if agreed upon by the lenders,
up to an aggregate amount of $300.0 million.  Manitowoc is
obligated to prepay the three term loan facilities from the net
proceeds of asset sales, casualty losses, equity offerings, and
new indebtedness for borrowed money, and from a portion of its
excess cash flow, subject to certain exceptions.  As of March 31,
2009, Manitowoc had outstanding $52.0 million of borrowings under
the revolving facility with an interest rate of 3.7%.

Borrowings under the revolving facility, Term Loan A, and Term
Loan X initially bear interest at 3.25 percent in excess of an
adjusted London Interbank Offered rate as defined in the New
Credit Agreement, or 1.50 percent in excess of an alternate base
rate, at the company's option.  Borrowings under the Term Loan B
initially bear interest at 3.50 percent in excess of an adjusted
LIBO rate as defined in the New Credit Agreement, or 1.50 percent
in excess of an alternate base rate, at the company's option.
Manitowoc cannot borrow under the alternate base rate option if
that rate is lower than the adjusted LIBO rate.  A commitment fee
of 0.50 percent per year applies to the unused portion of the
revolving facility.

The New Credit Agreement contains financial covenants whereby the
ratio of (a) consolidated earnings before interest, taxes,
depreciation and amortization, and other adjustments (EBITDA), as
defined in the New Credit Agreement to (b) consolidated interest
expense, each for the most recent four fiscal quarters
(Consolidated Interest Coverage Ratio) and the ratio of (c)
consolidated indebtedness to (d) consolidated EBITDA for the most
recent four fiscal quarters (Consolidated Total Leverage Ratio),
at all times must each meet certain defined limits. The minimum
Consolidated Interest Coverage Ratio is required to be greater
than 2.50:1.00 for fiscal quarters through March 31, 2009,
2.75:1.00 for fiscal quarters after March 31, 2009 through March
31, 2010 and greater than 3.00:1.00 thereafter.  The Consolidated
Total Leverage Ratio is required to be less than 4.00:1.00 through
December 30, 2009, less than 3.75:1.00 from December 31, 2009
through December 30, 2010; and less than 3.50:1.00 thereafter.
The New Credit agreement also contains customary representations
and warranties and events of default.

The 2013 Senior Notes also contains customary affirmative and
negative covenants.  Among other restrictions, the covenants
require Manitowoc to meet specified financial tests, which include
a consolidated interest coverage ratio (calculated in a manner
consistent with the New Credit Agreement) and consolidated senior
leverage ratio (Senior Leverage Ratio).  The Senior Leverage Ratio
is required to be less than 3.00:1.00 for the life of the
agreement.  The ratio is calculated by comparing the total
consolidated indebtedness less subordinated and consolidated
EBITDA for the most recent four fiscal quarters.  The covenants
also limit, among other things, Manitowoc's ability to redeem or
repurchase debt, incur additional debt, make acquisitions, merge
with other entities, pay dividends or distributions, repurchase
capital stock, and create or become subject to liens.

As of March 31, 2009 the Company had outstanding $113.8 million of
indebtedness that has a weighted-average interest rate of
approximately 6.0%.  This debt includes outstanding overdraft
balances in the Americas, Asia and Europe and various capital
leases.


Manitowoc reported a net loss of $656.3 million for the first
quarter of 2009 versus net income of $102.7 million in the first
quarter of the prior year.  The loss in the current quarter was
due to the combined $729 million non-cash impairment charges.
Also affecting profitability in the quarter was a reduction in
crane sales, a $10.8 million reduction from foreign currency
fluctuations, and restructuring charges of $2.8 million.

At March 31, 2009, Manitowoc had $5.16 billion in total assets;
$1.46 billion in current liabilities, and $3.10 billion in non-
current liabilities, resulting in $592.4 million in total equity.

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

                   About The Manitowoc Company

Based in Manitowoc, Wisconsin, The Manitowoc Company, Inc. --
http://www.manitowoc.com/-- is a multi-industry, capital goods
manufacturer with over 100 manufacturing and service facilities in
27 countries.  It is recognized as one of the world's largest
providers of lifting equipment for the global construction
industry, including lattice-boom cranes, tower cranes, mobile
telescopic cranes, and boom trucks.  Manitowoc also is one of the
world's leading innovators and manufacturers of commercial
foodservice equipment serving the ice, beverage, refrigeration,
food prep, and cooking needs of restaurants, convenience stores,
hotels, healthcare, and institutional applications.


MARC T DEWBERRY: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Marc Thomas Dewberry
               Donna S. Dewberry
               9006 Mossy Oak Lane
               Clermont, FL 34711

Bankruptcy Case No.: 09-06553

Chapter 11 Petition Date: May 13, 2009

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

Debtors' Counsel: Peter N. Hill, Esq.
                  Wolff Hill McFarlin & Herron PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  Email: phill@whmh.com

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

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

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

         http://bankrupt.com/misc/flmb09-06553.pdf

The petition was signed by the Joint Debtors.


MGM MIRAGE: Fitch Upgrades Issuer Default Rating to 'CCC'
---------------------------------------------------------
Fitch Ratings has upgraded MGM MIRAGE's Issuer Default Rating to
'CCC' following the company's announcement of a planned $2.5
billion capital raise and the amendment of its credit facility.
Fitch's rating actions are:

  -- IDR upgraded to 'CCC' from 'C';

  -- Senior secured notes upgraded to 'B/RR2' (71-90% recovery
     band) from 'CCC/RR2';

  -- Senior credit facility upgraded to 'B-/RR3' from 'CC/RR3'
      (51%-70%);

  -- Senior unsecured notes upgraded to 'CCC/RR4' from 'C/RR4'
      (31%-50%);

  -- 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.

The upgrade of MGM's IDR to 'CCC' reflects the reduction of near-
term restructuring risk primarily due to:

  -- The raising of roughly $1 billion of equity, which will
     enable debt repayment;

  -- The terms of the amended credit facility removed leverage and
     coverage covenants and waived a potential default from 'going
     concern' language, which will reduce the near-term likelihood
     of a bank covenant default;

  -- The tender of 2009 bonds at par or close to par, which will
     remove near-term maturity risk;

  -- The expected issuance of $1.5 billion of senior secured debt,
     which will supplement liquidity.

The proceeds from the capital raising efforts will be used in part
to repay $1.9 billion of debt, including at least $750 million
under the credit facility, $100 million of 2017 notes, and $1.05
billion of 2009 notes.  However, the net debt reduction will be
offset by the new $1.5 billion secured debt issuance, which will
be secured by the assets and equity in Bellagio and The Mirage,
and will carry a much higher cost of capital than the debt it will
refinance.

The 'CCC' IDR indicates that even if the transactions announced
are completed as planned, MGM will remain a highly leveraged
gaming operator with high exposure to the Las Vegas Strip, a
market that is likely to continue to be under significant
operating pressure in upcoming quarters.  In addition, the rating
incorporates the company's heavy debt maturity schedule in 2010
and beyond, and the uncertainty of the impact that the late 2009
opening of CityCenter may have on MGM's wholly-owned properties.
Fitch recognizes that there have been signs that declines in
travel demand trends have started to moderate in recent weeks.
However, MGM's credit profile contains significant credit risk if
those stabilization trends do not continue.

Fitch had downgraded MGM's IDR to 'C' on March 23, 2009 following
the two-month covenant waiver MGM obtained from bank lenders.
That downgrade reflected Fitch's view that there was a high
likelihood that bank lenders would exert pressure to address the
company's highly leveraged capital structure, resulting in a high
risk of a Coercive Debt Exchange, which would be considered a
restricted default, but would also be a helpful step in avoiding a
bankruptcy filing.  Fitch believed it was unlikely that bank
lenders would allow for near-term bondholders to be made whole
without forcing some concessions.  The announcement of the
transactions reduces that risk in the near-term, but a CDE or
other type of default remains a possibility over the next couple
of years, in Fitch's view.

In the revised credit agreement, bank lenders minimized their
near-term bargaining position by waiving leverage and coverage
covenants, granting the release of up to $1.5 billion of
collateral, and permitting the repayment of near-term maturities.
Rather than extracting additional collateral, bank lenders are
seeking to exchange collateral for cash, reduce their overall
commitments, and make MGM a more solvent entity that is more
attractive to the capital markets, in Fitch's view.  By
implementing a minimum EBITDA test, the bank lenders' position is
supported if the recent stabilization trends do not continue.  The
amendment to the credit agreement also provides for additional
repayment of the credit facility from additional indebtedness or
asset sales.

An upgrade of MGM's IDR into the 'B' category or a downgrade from
'CCC' would likely be influenced by:

  -- the continued stabilization of recent travel demand trends
     that will impact MGM's operating outlook and potential for
     asset sales;

  -- the impact of CityCenter on the Las Vegas market and MGM's
     wholly-owned properties;

  -- the sustainability of the recent resurgence in capital market
     activity that could facilitate or restrict reasonable capital
     market access;

  -- a change in Fitch's macro-economic outlook, which currently
     calls for U.S. gross domestic product to decline 3.4% and
     U.S. consumer spending to decline 2.8% this year, with an
     expectation that the unemployment rate will peak at 10% in
     2010 and there will be a return to slightly positive economic
     growth next year.

                         Recovery Ratings

Fitch will revise its recovery analysis and ratings upon the
closing of the $1.5 billion secured notes issuance.  At this
point, Fitch expects the ratings to be impacted:

Fitch currently estimates superior recovery in the 71%-90% range
for the NY-NY secured notes, which results in 'B/RR2' rating, or a
two-notch positive differential from MGM's 'CCC' IDR.  The secured
notes will share equally and ratably in the additional collateral
that will secure the new $1.5 billion secured notes issuance.
Therefore, Fitch expects to upgrade the Recovery Rating for the
NY-NY secured notes to RR1 when that transaction closes.

Fitch currently estimates good recovery in the 51%-70% range for
MGM's senior credit facility, which results in the 'B-/RR3'
rating, or a one-notch positive differential from MGM's 'CCC' IDR.
The recovery prospects for the credit facility will be negatively
impacted by the agreement to release $1.5 billion of collateral,
but will be offset by the reduced commitment from the $750 million
required paydown.  As a result, the credit facility rating is
likely to be affirmed or reduced one notch.

Fitch currently estimates average recovery toward the high-end of
the 31%-50% range for MGM's senior unsecured notes, which results
in the 'CCC/RR4' rating, on par with MGM's 'CCC' IDR.  The
recovery prospects for the unsecured notes will be negatively
impacted by collateral to be granted in the new secured issuance,
but will be offset by the unsecured tender offer.  As a result,
the unsecured debt rating is likely to be affirmed, as it has some
cushion in the current recovery band.

Fitch currently estimate poor recovery in the 0%-10% range for
MGM's subordinated debt, resulting in the 'C/RR6' rating, which is
a two-notch negative differential from MGM's 'CCC' IDR.  The
subordinated debt rating won't be affected, due to the existing
expectation of minimal recovery.


MGM MIRAGE: Moody's Affirms 'Caa2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed MGM MIRAGE's Caa2 Corporate
Family Rating and Caa3 Probability of Default Rating following the
company's announcement it intends to issue $1.0 of new common
equity and $1.5 billion of new senior secured notes.  A B1 rating
was assigned to the proposed $1.5 billion senior secured
guaranteed notes.  MGM has an SGL-4 Speculative Grade Liquidity
rating and a negative rating outlook.

The proceeds from the planned debt and $1.0 billion equity
offerings will be used to repay bank debt, tender for various
notes due in 2009, and redeem notes due 2017.  The new senior
secured notes will be secured by liens on the Bellagio and Mirage
properties and guaranteed by most domestic subsidiaries.

The affirmation of MGM's ratings and negative outlook incorporates
the anticipated improvement in liquidity as a result of the debt
and equity issuance and expected amendment and waiver to its
senior credit facility.  The amendment will eliminate the total
leverage and interest coverage ratios, and permanently waive
certain defaults.  MGM's Speculative Grade Liquidity rating could
be raised to SGL-3 if the proposed transaction closes.  The
ratings and outlook also reflect MGM's high leverage, the
extremely weak operating environment in Las Vegas, and the need to
complete and ramp up the massive City Center project.  MGM's debt-
to-EBITDA for the twelve month period ended March 31, 2009 was
about 8.7 times and is likely to increase even with the planned
debt repayment.

"Despite the expected improvement in MGM's liquidity profile
resulting from the planned capital raise, MGM's negative outlook
continues to reflect weak demand on the Las Vegas Strip along with
the possibility that the company may pursue a transaction that
Moody's would deem to be a distressed exchange," said Moody's
Senior Analyst Peggy Holloway.

Given the company's strong market share and solid fundamental
franchise within the gaming industry, a 65% family recovery
estimate is applied rather than the 50% mean family-level LGD
estimate.  The higher recovery estimate results in a Corporate
Family Rating that is one-notch higher than the Probability of
Default Rating.

Ratings assigned:

MGM MIRAGE

  -- $1.5 billion senior secured guaranteed notes at B1 (LGD 1,
     2%)

Ratings affirmed and assessments updated:

MGM MIRAGE

  -- Corporate Family Rating at Caa2
  -- Probability of Default Rating at Caa3
  -- Senior unsecured notes at Caa2 (LGD 3, 40%)
  -- Senior subordinated at Ca (LGD 5, 85%)
  -- Senior secured notes at B1 (LGD 1, 2%)

Mirage Resorts

  -- Senior unsecured notes at Caa2 (LGD 3, 40%)

Mandalay Resort Group

  -- Senior unsecured notes at Caa2 (LGD 3, 40%)
  -- Senior subordinated at Ca (LGD 5, 85%)

Moody's latest rating action was on March 19, 2009 when the MGM's
Corporate Family Rating was lowered to Caa2 from Caa1 and its
Probability of Default Rating was lowered to downgraded to Caa3
and Caa2.

MGM MIRAGE owns and operates 17 properties located in Nevada,
Mississippi and Michigan, and has investments in three other
properties in Nevada, New Jersey and Illinois.  MGM MIRAGE has a
50% interest in CityCenter Holdings, Inc., a mixed-use project on
the Las Vegas Strip and a 50% interest in MGM Grand Macau, a
hotel-casino resort in Macau S.A.R.  The company generates
approximately $7.2 billion of net revenue annually.


MGM MIRAGE: S&P Puts 'CCC' Corp. Rating on Positive CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating on MGM MIRAGE, as well as all issue-level ratings
for the company, on CreditWatch with positive implications.
Furthermore, S&P has concluded that, based upon the planned
transactions that the company announced this morning, S&P expects
to raise S&P's ratings upon the successful execution of the
planned transactions, including raising the corporate credit
rating by one notch to 'CCC+'.

At the same time, S&P assigned its issue-level rating of 'B' (two
notches higher than the expected post-transaction 'CCC+' corporate
credit rating on the company) to MGM MIRAGE's proposed
$1.5 billion senior secured notes.  The recovery rating on this
debt is '1', indicating S&P's expectation of very high (90% to
100%) recovery for noteholders in the event of a payment default.
The issuance of these notes, however, is predicated upon the
successful issuance of at least $1 billion of common equity.  The
notes will be secured by a first-priority lien on substantially
all of the assets of the Bellagio Hotel and Casino and The Mirage,
and, upon receipt of the necessary gaming approvals, a first-
priority pledge of the equity interests in Bellagio LLC and The
Mirage Casino-Hotel.

Upon completion of the new secured notes and common stock
offerings, S&P plan to revise its recovery ratings on MGM's
outstanding 13% senior secured notes and senior unsecured debt.
S&P plan to revise S&P's recovery rating on the 13% senior secured
notes to '1' from '2'.  In accordance with S&P's notching criteria
for a recovery rating of '1', S&P would also raise its issue-level
rating on these notes to 'B' (two notches higher than the expected
post-transaction 'CCC+' corporate credit rating) from 'CCC+'.  The
holders of the 13% secured notes will have an equal and ratable
lien in the collateral securing the new secured notes in addition
to their lien on the equity interests and assets of the New York-
New York property.

S&P also expects to revise its recovery rating on MGM MIRAGE's
senior unsecured debt to '4', indicating S&P's expectation of
average (30% to 50%) recovery for debtholders in the event of a
payment default, from '3'.  The revised recovery rating reflects
the $1.5 billion of senior secured debt being added to the capital
structure, which will be senior to these obligations.  With the
planned upgrade of the corporate credit rating, S&P will raise its
issue-level rating on these securities to 'CCC+' (at the same
level as the expected post-transaction 'CCC+' corporate credit
rating) from 'CCC'.

In addition, as a result of S&P's expected corporate credit rating
upgrade, S&P would raise its issue-level rating on the company's
subordinated debt to 'CCC-' (two notches lower than the expected
post-transaction 'CCC+' corporate credit rating) from 'CC'.  The
recovery rating on these securities will remain at '6', indicating
S&P's expectation of negligible (0% to 10%) recovery in the event
of a payment default.

S&P's CreditWatch listing reflects MGM MIRAGE's announced plans to
raise at least $2.5 billion of capital, including at least
$1 billion of common equity.  In addition, as part of the planned
capital raise, the company has entered into a comprehensive
amendment to its bank facility, contingent upon the execution of
the capital raise.  Among other issues, the amendment would
eliminate the total leverage and interest charge coverage ratios
and replace them with a quarterly minimum EBITDA test and a
limitation on annual capital expenditures.  The amendment would
also permanently waive any potential default from the inclusion of
the "going concern" language in recent filings.

"These proposed transactions would provide a substantial boost to
the company's intermediate-term liquidity profile," noted Standard
& Poor's credit analyst Ben Bubeck.

When S&P lowered its corporate credit rating on MGM MIRAGE to
'CCC' on March 19, 2009, S&P expressed concern that, given S&P's
expectations for cash flow generation over the next few years,
combined with substantial capital needs to fund the completion of
CityCenter and to meet debt maturities in 2009 and 2010, the
company's ability to service its capital structure was in doubt.
S&P's expectations for cash flow generation have not changed: S&P
continue to expect EBITDA to decline by 25% this year and to
remain relatively flat in 2010.  However, the proposed capital
raise, in combination with the agreement for the completion of
CityCenter that the company reached with Dubai World and its bank
group last month, addresses S&P's concerns around the company's
ability to meet debt maturities in 2009 and 2010.

Still, S&P remains concerned about 2011 debt maturities, which
include the expiration of the $5.85 billion bank facility.
Further rating upside would be contingent upon the company
addressing this maturity, which S&P expects management to work
toward addressing in the coming months.  In addition, credit
measures remain weak, as S&P expects leverage to approached 10x
and EBITDA interest coverage to be in the low-1x area by the end
of 2009.

S&P expects to resolve its CreditWatch listing upon the completion
of the proposed transactions, as outlined above.  In the event the
company is not successful in executing the capital raise, S&P's
ratings would be removed from CreditWatch and affirmed at current
levels.


MIDWAY GAMES: Unsec. Creditors Sue Sumner Redstone, Thomas & Board
------------------------------------------------------------------
The official committee of unsecured creditors of Midway Games Inc.
and its debtor-affiliates has filed a suit before the U.S.
Bankruptcy Court for the District of Delaware against former
majority shareholder Sumner Redstone, current owner Mark Thomas,
and members of its board. for series of "disastrous and ill
advised financial transactions" that occurred in 2008.

The Committee alleges that the defendants made certain
transactions that generated more than $700 million in tax losses,
which enabled them to obtain a massive tax refund.  The
transactions, the Committee says, have caused the Debtors to lose
the ability to take advantage of their valuable accumulated net
operating losses and other tax assets.  The Committee questioned
the Board's decision to seek $90 million from Mr. Redstone's
National Amusements Inc. when the Company was already in perilous
financial shape.

According to the Committee, the transactions benefited the
Redstone entities, and Mr. Thomas, to detriment of the Debtors.
The Board either approved of the deals or looked other way --
taking no steps to investigate and unwind them -- the Committee
argues.

The Committee tells the Court that the Board put the interest of
Redstone above the Debtors' interest, and directed an apparently
insolvent company to enter into a transaction with Redstone, that
piled $70 million in additional debt on the struggling Debtors.

Redstone secretly transferred his 87% stake in Midway and his
interest in the $70 million of debt owed to National Amusements,
in exchange for the de minimis amount of $100,000, the Committee
points out.

Mr. Thomas took over the $70 million in debt -- consisting of a
$40 million unsecured claim and $30 million secured claim -- owed
to National Amusements.  According to Chicago Tribune, Mr. Thomas'
secured claim put him ahead of all other unsecured creditors in
the bankruptcy.

The defendants to the suit are:

A. Redstone Defendants

   -- National Amusements Inc.;
   -- Sumco Inc.;
   -- Sumner M. Redstone 2003 trustee; and
   -- Sumner M. Redstone.

B. Thomas Defedants

   -- Acquistion Holdings Subsidiary I LLC;
   -- MT Acquisition Holdings LLC; and
   -- Mark E. Thomas.

C. Board Defendants

   -- Shari E. Redstone;
   -- Robert J. Steele;
   -- Joseph A. Califano;
   -- Robert N. Waxman;
   -- William C. Bartholomay; and
   -- Peter C. Brown.

                       About Midway Games

Headquartered in Chicago, Illinois, Midway Games Inc. --
http://www.midway.com/-- develops video games and sell them
primarily in North America, Europe, Asia and Australia.  The
company and nine of its affiliates filed for Chapter 11 protection
on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465).
David W. Carickhoff, Jr., Esq., Michael David Debaecke, Esq., and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, represent the
Debtors in their restructuring efforts.  The Debtors proposed
Lazard as their investment banker, Dewey & LeBoeuf LLP as special
counsel, and Epiq Bankruptcy Solutions LLC as claims agent.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed five creditors to serve on an official committee of
unsecured creditors of Midway Games Inc. and its debtor-
affiliates.  Milbank Tweed Hadley & McCloy LLP and Richards,
Layton & Finger PA represent the Committee.  The Debtors'
financial condition as of September 30, 2008, showed $167,523,000
in total assets and $281,033,000 in total debt.


MILACRON INC: Retirees Protest Proposal to End Benefit Plans
------------------------------------------------------------
The Milacron Retired Executive Group and other similarly situated
retirees object Milacron Inc.'s request to terminate certain
employee benefit plans and set effective dates of termination
before the Hon. J. Vincent Aug, Jr., of the U.S. Bankruptcy Court
for the Southern District of Ohio.

The Debtor contends the employee benefit plans should terminate
effective April 24, 2009, the executive group noted.

The Debtor has provided employee benefit plans -- including
retirement, severance and bonus benefits -- to the executive
group, according to Court Documents.  Some plans include non-
competition or exclusivity clauses, which limit individuals from
working with other company in the industry, source says.

The executive group tells the Court that the Debtor has failed to
pay them benefits for the months of March, April and May 2009.

Cohen, Todd, Kite & Stanford LLC in Cincinnati, Ohio, represents
the executive group.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron is also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The Petitions include the company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC is
the Debtors' financial advisor.  Rothschild Inc. is the Debtors'
investment banker and financial advisor.  Kurtzman
Carson Consultants LLC is the noticing, balloting and disbursing
agent for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

In its bankruptcy petition, Milacron said assets and debts are
both between $500 million to $1 billion.  Its formal schedules
showed assets of $374,042,665 and debts of at least $279,642,990.


MILACRON INC: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Milacron Inc. delivered to the U.S. Bankruptcy Court for the
Southern District of Ohio its schedules of assets and liabilities,
and statements of financial affairs, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             ----------     ------------
  A. Real Property                  $173,278
  B. Personal Property          $373,869,387
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $277,429,589
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $79,885
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,133,516
                                ------------     ------------
TOTAL                           $374,042,665     $279,642,990

A full-text copy of the Debtors' schedules of assets and
liabilities are available for free at

               http://ResearchArchives.com/t/s?3cd5

A full-text copy of the Debtors' statements of financial affairs
are available for free at

               http://ResearchArchives.com/t/s?3cd6

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron is also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The Petitions include the company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC is
the Debtors' financial advisor.  Rothschild Inc. is the Debtors'
investment banker and financial advisor.  Kurtzman
Carson Consultants LLC is the noticing, balloting and disbursing
agent for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $500 million to $1 billion.


MOMENTIVE PERFORMANCE: S&P Cuts Corporate Credit Rating to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Momentive Performance Materials Inc. and its
subsidiaries by two notches, including its corporate credit rating
to 'CC' from 'CCC'.  The ratings remain on CreditWatch with
negative implications, where they were originally placed on
March 17, 2009.

"The downgrade reflects Momentive's announcement that the company
has begun the process of exchanging a variety of existing senior
unsecured notes for up to $200 million of new, second-lien senior
secured notes due 2014 at a value substantially less than par,"
said Standard & Poor's credit analyst Cynthia Werneth.  "If the
transaction is completed as proposed, S&P would view the exchange
as being tantamount to a default and would lower the corporate
credit rating to 'SD'."

Momentive's operating performance has deteriorated considerably in
recent months.  A significant, broad-based drop in demand and
production volumes across most of the company's product lines
reduced operating profitability in the fourth quarter of 2008,
with further significant earnings compression occurring in the
first quarter of 2009.

The purpose of the exchange offers is to meaningfully reduce the
outstanding principal amount of Momentive's debt and to lower the
company's cash interest expense, which would provide the company
with additional financial flexibility.  The exchange offers expire
on June 9, 2009, unless terminated, withdrawn earlier, or
extended.  After the completion of the exchange offers, S&P intend
to lower the ratings on the exchanged notes to 'D'.  The notes to
be exchanged are the company's 9.75% senior notes due 2014, the
senior toggle notes due 2014, the 11.5% senior subordinated notes
due 2016, and the 9% senior notes due 2014.  S&P intend to assign
ratings to the new second-lien notes shortly and to reassess the
corporate credit and issue ratings following the completion of the
debt exchange.

Momentive is a global producer of silicones for a wide variety of
end uses and also produces quartz, primarily for semiconductors.
An affiliate of Apollo Management L.P. controls the company.

The CreditWatch with negative implications indicates the
likelihood that S&P will lower the ratings if the company
completes the exchange offer as announced.  S&P will reassess
default risk and recovery prospects following the completion of
the exchange offer. S&P plan to complete this review within the
next few weeks.


MORTGAGES LTD: Committee Balks at Rushed SCM Deal & Sale
--------------------------------------------------------
The official committee of unsecured creditors objects to the
expedited request for approval of settlement between Mortgages
Ltd., S.M. Coles LLC, and Secured Capital Management citing
insufficient information for creditors to make a reasoned analysis
of the settlement.

The Creditors Committee told the U.S. Bankruptcy Court for the
District of Arizona that the settlement should not be determined
based upon artificial timeline, which is simply not appropriate.
Secured Capital has set a May 20 target date for sale of the
Debtor's property, but without any grounds for the expedited sale.
This is not a sufficient reason to rush the decision on the
proposed settlement, the Committee relates to the Court.

The Settlement is expected to resolve $3 million Atermis Realty
Capital LLC loan and pay it in full from the proceeds of the sale
of the Debtor's Central Avenue and Central & Highland properties.
Secured Capital purchased the Artemis loan on Sept. 12, 2009,
which is secured by those properties.

Secured Capital will retain its $1.05 million credit bid for the
Central Avenue and make an opening credit bid of $2.7 million for
the Central & Highland property.  Secured Capital will be paid
$2.8 million in full satisfaction of its allowed claim against the
Debtor and S.M. Coles.

                       About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- acted as a full service private lender prior to filing for
bankruptcy.  Through its licensed broker dealer, Mortgages Ltd.
Securities, ML received money raised from approximately 2,700
investors for placement into loans secured by real estate located
solely in Arizona.  These accredited investors financed the
lending operations of ML and received as collateral for their
funding direct fractional interests in "pass through" loans and
deeds of trust or membership interests in "Opportunity Funds"
which held fractionalized interests in loans and deeds of trust.

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  Nussbaum & Gillis P.C. represents the
Committee.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.


MORTGAGES LTD: Submits Mahakian Backed Chapter 11 Plan
------------------------------------------------------
Mortgages Ltd., together with a group of investors, creditors, and
parties-in-interest, delivered on May 12, 2009, to the U.S.
Bankruptcy Court for District of Arizona a disclosure statement in
support of a Chapter 11 plan of reorganization.

The entities that co-proposed the Plan, designated as the Mahakian
Parties, are comprised of Carol Mahakian, Allen B. Bickart, Vicki
Greiff, Nicholas Esposito, Carolyn A. Bickart, H. Victor Rubin,
Minas Zistatsis, Arianthi Zistatsis, Koumbas, L.L.C., Wendy
Abrahams, Leo P. Malone, Kim Westberg, Laverne Westberg, and Adele
Abrahams.

The Plan provides that the assets and operations of the Debtors
will be separated into two entities, Phoenix Loan Services LLC and
ML Grantor Trust.  PLS is essentially the reorganized debtor and
will continue to manage the ML loans under the existing agency
agreements through which the servicing rights will be assigned to
Hillspoint Asset Management, the new servicer.

ML Guarantor Trust will liquidate certain assets and the causes of
actions against third parties.  PLS will be wholly owned by ML
Trust, which will be managed by a board of trustees and a
liquidating trustee for the benefit of the allowed unsecured
creditors.  ML Trust's initial board of trustees on the effective
date will consist of three members, including: Bart Brown as the
liquidating trustee; and Mary Leonard and Peter Dunn,
current ML board of directors.

Accordingly, PLS and ML Trust will be operated for the benefit of
the creditors and investors.  Funds to emerge from bankruptcy will
be provided in the form of debt by what is referred to as the
emergence capital source.

After confirmation of the plan, investors and allowed unsecured
creditors of the Debtor will receive a substantial amount, or
interest spread, and other fees due when Debtors pay their loans
or the property securing the loans is liquidated.  Inverstors and
allowed unsecured creditors are allowed to vote for the plan.

A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?3cd7

A full-text copy of the Chapter 11 plan of reorganization is
available for free at http://ResearchArchives.com/t/s?3cd8

                       About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- acted as a full service private lender prior to filing for
bankruptcy.  Through its licensed broker dealer, Mortgages Ltd.
Securities, ML received money raised from approximately 2,700
investors for placement into loans secured by real estate located
solely in Arizona.  These accredited investors financed the
lending operations of ML and received as collateral for their
funding direct fractional interests in "pass through" loans and
deeds of trust or membership interests in "Opportunity Funds"
which held fractionalized interests in loans and deeds of trust.

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.


NATIONAL CENTURY: Plaintiffs Attys. Seek Cut from e-MedSoft Deal
----------------------------------------------------------------
Plaintiffs' attorneys are asking for a cut of about $200,000 in
the settlement of a class-action lawsuit accusing former
executives and directors of e-MedSoft.com, health care software
company, of misleading investors about its alliance with collapsed
National Century Financial Enterprises Inc., Law360 reports.

The attorneys made the request in a motion filed on May 11, 2009,
in the U.S. District Court for the Southern District of Ohio,
according to the Law360 report.

Law360 reported that attorneys have asked the U.S. District Court
for the Southern District of Ohio to approve the settlement (Class
Action Reporter, February 3, 2009).

                About National Century Financial

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  Senior executives of the Company have been convicted or
pled guilty to federal charges of conspiracy, securities fraud,
wire fraud, and money laundering arising out of the NCFE
securitization program.

The Company filed for Chapter 11 protection on November 18, 2002
(Bankr. S.D. Ohio Case No. 02-65235).  The Court confirmed the
Debtors' Fourth Amended Plan of Liquidation on April 16, 2004.
Paul E. Harner, Esq., at Jones Day, represented the Debtors.
NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust --
liquidated the estate assets.


NES RENTALS: Buyback Offer Cues S&P's Rating Cut to 'SD'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on NES Rentals Holdings Inc. to 'SD' (selective default)
from 'CC' and lowered its issue-level rating on the company's
second-lien debt to 'D' (default).

"The rating actions are consistent with our previously published
intentions to lower the rating upon the company's completion of
the buyback offer, which S&P view as distressed under our criteria
and, as such, tantamount to a default," said Standard & Poor's
credit analyst Helena Song.  The company announced on May 11,
2009, that it had purchased back about $14 million principal
amount of its $280 million second-lien term loan due 2013 with
cash at a discounted price of 42% of the face value.  In S&P's
view, the retirement of the debt for less than originally
contracted is a de facto partial restructuring.  Similarly,
investors' willingness to accept a substantial discount to
contractual terms provides evidence that they have significant
doubts about receiving full payment on obligations.

S&P expects to assign a new corporate credit rating to NES Rentals
within the next week.  The new rating will be based on, among
other things, S&P's assessment of the company's new capital
structure and liquidity profile.


NORTHFIELD TRUCKING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Northfield Trucking Company, Inc
        10401 Harrison
        Ste 101
        Romulus, MI 48174

Bankruptcy Case No.: 09-54938

Chapter 11 Petition Date: May 11, 2009

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

Judge: Walter Shapero.Detroit

Debtor's Counsel: Michael P. DiLaura, Esq.
                  105 Cass Ave.
                  Mt. Clemens, MI 48043
                  Tel: (586) 468-5600
                  Fax: (586) 465-9113
                  Email: miked@mikedlaw.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/mieb09-54938.pdf

The petition was signed by Leigh A. Vallimont.


OAISIS CHURCH: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Oaisis Church International
           aka Wayn A. Babb
        4980 Welcome All Road
        Atlanta, GA 30349

Bankruptcy Case No.: 09-72349

Chapter 11 Petition Date: May 12, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Stephen Levinson, Esq.
                  Smith White Sharma & Halpern
                  Lions Gate Manor
                  1126 Ponce de Leon Ave. N.E.
                  Atlanta, Georgia 30306
                  Tel: (404) 872-7086
                  Fax: (404) 892-1128

Total Assets: $2,902,460

Total Debts: $3,751,255

A full-text copy of the Debtor's petition, including its list of 8
largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/ganb09-72349.pdf

The petition was signed by Clive A. Babb, president of the
Company.


OHIO ENERGY: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ohio Energy Specialties, Inc.
        21801 Lakeshore Boulevard
        Euclid, OH 44123

Bankruptcy Case No.: 09-14149

Chapter 11 Petition Date: May 12, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Glenn E. Forbes, Esq.
                  166 Main St
                  Painesville, OH 44077-3403
                  Tel: (440)357-6211
                  Email: Bankruptcy@cooperandforbes.com

Total Assets: $585

Total Debts: $1,873,175

A full-text copy of the Debtor's petition, including its list of 4
largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/ohnb09-14149.pdf

The petition was signed by Mary Tatarko, member of the Company.


PACIFIC ENERGY: Seeks Court Approval of Employee Incentive Plan
---------------------------------------------------------------
Pacific Energy Resources asks the U.S. Bankruptcy Court for the
District of Delaware to approve a key employee incentive plan.

Bankruptcy Data reports that the Debtors' plan is a performance
bonus plan that is designed to incentivize a select list of 25
employees who are expected to have an integral role in maximizing
value for the Debtors' Chapter 11 estates and their creditors.
The plan, according to the report, is based on the performance
against various metrics that have been established, each of which
aims to enhance the value of the Debtor's estate.  The metrics
includes sale values and royalty relief of the Company's Beta and
Alaska facilities, daily production goals at the Beta site, and
spending to budget at both the Beta and Alaska sites.

The report says the total bonus to be paid under this plan will be
between zero (if none of the minimum performance targets are
reached) and approximately $1.4 million (if all are met).  The low
payout is expected to be approximately $380,000 with a mid or
likely payout being approximately $740,000.

The Court is slated to consider approval of the incentive plan at
a hearing for June 3, 2009.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$100 million and $500 million each.


PEBBLE CREEK: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pebble Creek, LLC
        1291 Galleria Drive
        Suite 200
        Henderson, NV 89014

Bankruptcy Case No.: 09-17700

Chapter 11 Petition Date: May 12, 2009

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Andrew F. Dixon, Esq.
                  Bowler Dixon & Twitchell LLP
                  400 N. Stephanie Street
                  Suite 235
                  Henderson, NV 89014
                  Tel: (702) 436-4333
                  Email: andrew@bdtlawyers.com

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

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

A full-text copy of the Debtor's petition, including its list of 4
largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/nvb09-17700.pdf

The petition was signed by Todd Parriott.


PEOPLES COMMUNITY: Seeks to Sell Branches to Raise Cash
-------------------------------------------------------
Peoples Community Bancorp, Inc., and its wholly owned banking
subsidiary, Peoples Community Bank, are in negotiations concerning
a transaction to sell certain branches of the Bank.  The Bank
intends to negotiate and enter into a deal to reduce assets and
liabilities, generate a deposit premium and return the Bank to an
adequately capitalized status.

Peoples Community Bancorp said it cannot provide assurance that an
agreement related to the Branch Transaction will be entered into
or consummated or that the Bank's capital plan will be acceptable
to the Office of Thrift Supervision.  Peoples Community Bancorp
said that if the Capital Plan is not approved by the OTS or the
Bank cannot enter into and consummate a transaction to return the
Bank to an adequately capitalized status on a timely basis, the
Company will not be able to continue as a going concern.

                       Going Concern Doubt

The report of BKD, LLP, in Cincinnati, Ohio, the Company's
independent registered public accounting firm for the year ended
December 31, 2007, contained an explanatory paragraph as to the
Company's ability to continue as a going concern primarily due to
the Company's current lack of liquidity to repay its obligation
under an outstanding line of credit with Integra Bank, N.A.  The
line of credit is secured by all outstanding shares of common
stock of the Bank.

The audit report of Plante & Moran, PLLC, in Columbus, Ohio, for
the year ended December 31, 2008, also contained an explanatory
paragraph as to the Company's ability to continue as a going
concern.

For year 2008, Peoples posted a net loss of $68.5 million compared
to a net loss of $33.3 million for year 2007.  At December 31,
2008, Peoples had $712.4 million in total assets, $727.2 million
in total liabilities, resulting in $14.8 million in stockholders'
deficit.

On April 2, 2008, the Company and the Bank each consented to the
terms of Cease and Desist Orders issued by the OTS, which require
the Company and the Bank to, among other things, file with the OTS
updated business plans.  The Orders prohibit the Bank from paying
cash dividends to the Company without the prior consent of the OTS
and the Company will be able to rely upon only a limited amount of
existing cash and cash equivalents for its liquidity.  Without the
ability to rely on dividends from the Bank, the Company will
require funds from other capital sources to meet its obligations
such as restructuring or replacing the line of credit.

Peoples is actively evaluating various funding strategies to meet
its obligations, including restructuring its outstanding debt and
selling branch offices.  Any increase in the Company's outstanding
indebtedness will also require OTS approval.  The Company cannot
provide assurance that it will succeed in obtaining funds to meet
its financial obligations.  Failure to do so will have a material
adverse effect on, and impair the Company's business, financial
condition and ability to operate as a going concern.

                       Integra Loan Default

As of December 31, 2007, the Company was not in compliance with
certain covenants of its line of credit with Integra.  On June 30,
2008, the loan matured and was due in full.  Effective July 24,
2008, the Company entered into a forbearance agreement with
Integra regarding its $17.5 million line of credit.  The
forbearance was negotiated to extend the repayment period and
allow the Company to structure a transaction which would result in
repayment of the $17.5 million line of credit.

On September 12, 2008, the Company entered into a purchase and
assumption agreement with a buyer and a third party.  The
Agreement provided for the purchase of a substantial portion of
the Bank's assets, as well as the assumption of the Bank's
deposits and certain other liabilities.  The Company or the buyer
could terminate the Agreement if the closing of the transactions
did not occur on or before December 31, 2008.  By letter dated
December 29, 2008, the buyer terminated its obligations under the
Agreement pursuant to Section 25(f) of the Agreement.

On December 31, 2008, the Company and the third party entered into
the First Amendment to the Agreement to extend the Company's and
third party's obligations under the Agreement to January 31, 2009.
The Company and the third party reaffirmed their representations
and warranties and acknowledged that the third party will require
another financial institution acceptable to the Office of Thrift
Supervision to perform its or their obligations under the
Agreement.  No agreement was reached by January 31, 2009.

On December 31, 2008, the Company and Integra extended the
forbearance period to January 31, 2009.  The forbearance period
has expired and the Company is in default on its line of credit
with Integra.  This matter remains unresolved.

                         OTS Tightens Grip

On April 28, 2009, the Bank consented to an Amended Order to Cease
and Desist issued by the OTS.  The Amended Order became effective
on April 29, 2009.  The Amended Order supplements and amends the
previously issued Cease and Desist Order issued by the OTS against
the Bank on April 2, 2008.  The Amended Order requires that the
Bank achieve by July 14, 2009 and maintain:

   (i) a Tier 1 (Core) Capital Ratio of at least 8%; and

  (ii) a Total Risk-Based Capital Ratio of at least 12%.

                    Contingency Plan Due May 14

The Amended Order also requires the Bank to file with the OTS a
written contingency plan by May 14, 2009 that will be implemented
by the Bank in the event it becomes critically undercapitalized.
The Contingency Plan will require that the Bank achieve one of
these results:

   (i) a merger with or acquisition by another federally insured
       institution or holding company, or

  (ii) a voluntary liquidation by, among other things, filing the
       appropriate applications with OTS in conformity with
       federal laws and regulations.

The Contingency Plan will be implemented if the Bank becomes
critically undercapitalized or upon notification by the OTS.  In
addition, the Amended Order requires the Bank to refrain from
certain actions, including: (i) accepting, renewing or rolling
over any brokered deposit; (ii) acting as a deposit broker; or
(iii) soliciting deposits by offering an effective yield on
insured deposits that exceeds the limitation provided by OTS
regulations.

On April 30, 2009, the Bank filed its Thrift Financial Report for
the quarter ended March 31, 2009.  This report reflected the
Bank's capital under the framework for prompt corrective action at
the "critically undercapitalized" level.

   -- Enter into any material transactions other than in the usual
      course of business, including any investment, expansion,
      acquisition, sale of assets, or similar action with respect
      to which the Bank is required to give notice to OTS;

   -- Extend credit for any highly leveraged transaction;

   -- Amend its charter or bylaws, except to the extent necessary
      to carry out any other requirement of any law, regulation,
      or order;

   -- Make any material change in accounting methods;

   -- Engage in any covered transaction;

   -- Pay excessive compensation or bonuses; or

   -- Make payments on subordinated debt.

On May 4, 2009, Peoples Community received written notification
from The Nasdaq Stock Market that based on the filing of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, as filed with the U.S. Securities and Exchange
Commission on May 1, 2009, Nasdaq has determined that the Company
now complies with Nasdaq's Marketplace Rule 5250(c)(1).
Accordingly, the Company's common stock is no longer subject to
delisting.

On April 16, 2009, Lori M. Henn tendered her resignation as the
Senior Vice President and Compliance Officer of both Peoples
Community Bancorp and the Bank, with the resignation effective as
of May 1.

A full-text copy of Peoples' 2008 Annual Report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?3cde

A full-text copy of Peoples' 2008 Report for Stockholders is
available at no charge at http://ResearchArchives.com/t/s?3cdf

Headquartered in West Chester, Ohio, Peoples Community Bancorp
Inc. (NasdaqGM: PCBI) -- http://www.pcbionline.com/-- is the
holding company for Peoples Community Bank, a federally chartered
savings bank with 19 full service offices in Butler, Warren and
Hamilton counties in southwestern Ohio and Dearborn and Ohio
counties in southeastern Indiana.


PEPE PROPERTIES: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pepe Properties, LLC
        P.O. Box 760863
        San Antonio, TX 78245

Bankruptcy Case No.: 09-51775

Chapter 11 Petition Date: May 13, 2009

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

Judge: Chief Bankruptcy Judge Ronald B. King

Debtor's Counsel: Claiborne B. Gregory, Jr., Esq.
                  112 E Pecan, Suite 2400
                  San Antonio, TX 78205
                  Tel: (210) 978-7700
                  Email: cgregory@jw.com

Total Assets: $2,750,000

Total Debts: $1,864,848

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

         http://bankrupt.com/misc/txwb09-51775.pdf

The petition was signed by Raul Aguilar, manager of the Company.


POMARE LTD: U.S. Trustee Recommends Conversion or Dismissal
-----------------------------------------------------------
Tiffany Carroll, acting United States Trustee, asks the U.S.
Bankruptcy Court for the District of Hawaii to either convert
Pomare Ltd. dba. Hilo Hattie's bankruptcy case to one under
Chapter 7, or dismiss the Debtor's case.

In support of the motion, the U.S. Trustee states that the
Debtor's reorganization efforts have failed, and its financial
condition is far worse now than it was at the commencement of the
case.  The U.S. Trustee adds that the Debtor's plan in Chapter 11
of relocating to the Royal Hawaiian Shopping Center has been
abandoned because there was no money to finance the move, and it
does not appear that the Debtor has a viable alternative business
plan.

Moreover, the U.S. Trustee relates, the Debtor's inventory and
receivables have diminished while post-petition payables have
increased.  Foregoing considered, the U.S. Trustee believes
that cause exists to convert or dismiss the Debtor's case.

If the Court orders the appointment of a Chapter 11 trustee, as
requested by the official committee of unsecured creditors, that
trustee should have the opportunity to determine whether he or she
can provide some benefit to creditors by facilitating a sale or
engaging in some other course of action.

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.


POMARE LTD: Says Trustee Not in Best Interests of Creditors
-----------------------------------------------------------
Pomare, Ltd., dba Hilo Hattie, objects to the official committee
of unsecured creditors' motion for the appointment of a Chapter

11 trustee in its bankruptcy case.

As reported in the Troubled Companay Reporter on April 17, 2009,
the committee asked the Bankruptcy Court to appoint a Chapter 11
trustee of the Debtor, for cause, including but not limited to
these grounds:

  -- incompetence and/or gross mismanagement of the
     Debtor either before or after the commencement of the case,
     or similar cause.

  -- appointment of a trustee is in the best interests of
     creditors, any equity holders, and other interests of the
     estate.

  -- grounds exist to convert or dismiss the case under Sec. 1112.

The committee, the Debtor relates, is intent on replacing current
management, and believes that placing a Chapter 11 trustee at
the helm of the Debtor will either result in its reorganization or
the prompt sale of the assets.

In opposition to the motion, Debtors argues that:

-- Based on the Debtor's current financial condition and business
    model, it is impossible to see how a trustee could reorganize
    the Debtors financial affairs.  Landlors would have no
    incentive to engage with engage with a short-term trustee
    regarding a restructure of a current lease, or enter into a
    new lease with a trustee.  Vendors would likely cease
    extending credit.  Under a liquidation scenario, pre-petition
    creditors would not receive a distribution.

-- The suggestion it is interfering with a sale of the business
    is false.  The appointment of a trustee will not result in a
    sale of the business because, to date, there has been no
    viable offer.

-- There is no evidence of mismanagement as alleged by a former
    CEO of the company.  Contrary to the committee's position, the
    Debtor has accomplished a remarkable job of stemming losses in
    the face of a deteriorating economic backdrop.

In conclusion, the Debtor says that the appointment of a trustee
would surely undermine its efforts to reorganize the Debtor's
financial affairs including negotiating with potential landlors to
open one or more new stores and may even lead to almost certain
closure of the Debtor's operations.

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.


ROLLING OAKS UTILITIES: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Rolling Oaks Utilities, Inc.
        670 W. Colbert Court
        Beverly Hills, FL 34465-8761

Bankruptcy Case No.: 09-03861

Chapter 11 Petition Date: May 13, 2009

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

Debtor's Counsel: Jason B. Burnett, Esq.
                  GrayRobinson, P.A.
                  50 N. Laura Street, Suite 1100
                  Jacksonville, FL 32202
                  Tel: (904) 598-9929
                  Email: jburnett@gray-robinson.com

Total Assets: $2,750,000

Total Debts: $1,864,848

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/flmb09-03861.pdf

The petition was signed by John W. Patton III, president of the
Company.


ROHNERT PARK: Faces Budget Deficit, Opposes "Loan" of Funds
-----------------------------------------------------------
Just as mayors and city councils in the state of California slash
city budgets and reduce services to deal with the worst economic
crisis in decades, they learned yesterday that state leaders may
try to coerce local governments into providing a forced $2 billion
bailout of the state budget if the May 19 ballot measures fail.
The May Revise option released by Gov. Arnold Schwarzenegger,
containing that bailout, or "loan," essentially forces cities to
rescue the state from its financial quagmire and would cripple
city services.  To take money from cash-strapped cities now
amounts to a profound "anti-stimulus" action by the state.

Saying that he absolutely "despised the proposal," the Governor
also said earlier this week in a meeting with mayors and council
members that he understands this proposal would be devastating to
public safety services and that he did not know how the state
would pay back the loan.  Statewide opinion polls consistently
show a vast majority of Californians themselves don't believe
borrowing should be used to balance the state's budget and oppose
public safety cuts.

The League of California Cities in a statement said California
cities cannot afford to bail out the state when they are already
adopting extremely painful cuts to balance their own budgets.
This shotgun "loan" of city property tax revenues would force
additional service cuts including police and firefighter layoffs
and result in longer emergency response times and fire station
closures.

The League of California Cities cite a snapshot of what some of
California's cities are facing:

   -- Los Angeles is facing a $529 million budget deficit and
      Mayor Villaraigosa has urged the city council to declare a
      fiscal emergency to give him authority to layoff and
      furlough thousands of city employees;

   -- Rohnert Park may have to lay off 31 employees, including 17
      Sworn officers and nine public safety technicians -- and
      would still not be able to balance its budget;

   -- Stockton, to address a $31 million budget deficit, sent
      layoff notices to 55 police officers, 35 civilian employees
      and demoted seven officers; and

   -- Vallejo, in the midst of bankruptcy, may be forced to
      decimate city services by 20 percent and staff are
      recommending that the city council cut 30 sworn officer
      positions as well as close two fire stations.

"It's absolutely unthinkable that the state would consider
sacrificing local public safety at a time like this.  City
officials are already making painful cuts locally, laying off
employees, cutting services and much more, to make our budgets
balance.  Taking local funds used for public safety to bail out
the state budget is the last thing the public wants to see," said
League President and Rolling Hills Estates Mayor Judy Mitchell.

"It's painful. We're going well below our ability to provide
essential services. We have nothing left to cut," said Vallejo
City Council Member Stephanie Gomes.

Reflecting the impact that the stagnating economy has had on city
budgets, cities across the state are passing resolutions declaring
a state of severe fiscal hardship. To date, close to 100 cities
have either passed or are scheduled to pass a resolution.

California's news leaders understand why it's fundamentally wrong
for the state to raid local revenues.  Writing in an op-ed in the
Los Angeles Times, D.J. Waldie, a contributing editor, expressed
it poignantly stating: "The quality of life in California's
neighborhoods will be part of the wreckage. Closed libraries mean
kids won't have a place to go after school. Unsupervised parks
means they won't have a safe place to play.  Furloughed workers
won't be available to process your business license, check your
building plans or deal with your complaint. Everyday life -- the
level at which local government works -- will be harder and
coarser."

The Governor met with city officials earlier this week in Culver
City and San Jose to discuss Propositions 1A-F and the impact of
their failure on state and local services.  He told the assembled
city officials that he will be under extraordinary pressure to
"borrow" local government funds if the ballot measures fail and
the budget deficit reaches $21.3 billion.  The League and the city
officials present told the Governor that they strongly opposed any
borrowing on top of the $900 million cities already provide the
state each year in city property taxes.  The League endorsed the
propositions on April 6.

"The League is supporting Props. 1A -- F because they provide a
framework for beginning to responsibly balance the state budget
without gimmicks.  The state should follow the lead of the cities
of California in dealing with its budget deficit -- cut spending,
sell assets, enhance revenues and don't borrow," said League
Executive Director Chris McKenzie.

City officials will fight any budget proposal that attempts to
raid local property tax revenues to bail out the state budget.

Established in 1898, the League of California Cities is a
nonprofit statewide association that advocates for cities with the
state and federal governments and provides education and training
services to elected and appointed city officials.


RR VALVE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: RR Valve, Inc., a Nevada corporation
        5201 Mitchelldale # A-11
        Houston, TX 77092

Bankruptcy Case No.: 09-33345

Chapter 11 Petition Date: May 13, 2009

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

Debtor's Counsel: John H Bennett, Jr., Esq.
                  Attorney at Law
                  2777 Allen Parkway
                  Ste 1000
                  Houston, TX 77019-2165
                  Tel: (713) 650-8222
                  Fax: (713) 650-3033
                  Email: jb@johnhbennettjr.com

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

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

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

The petition was signed by Gerard Stephan Lazzara, president of
the Company.


SANDERSON INDUSTRIES: Files Chapter 11 in Atlanta
-------------------------------------------------
Sanderson Industries Inc. filed a Chapter 11 petition on May 11
before the U.S. Bankruptcy Court for the Northern District of
Georgia (Atlanta), Bloomberg's Bill Rochelle said.  The Company
said it has assets of $12.9 million against debt totaling $16.5
million, including $5.4 million owed to secured lenders.

Atlanta, Georgia, based Sanderson Industries Inc. is a producer of
metal stampings and welded assemblies for the auto industry.
(Bankr. N. D. Georgia, Case No. 09-72311).


SCO GROUP: Ch. 7 Liquidation Sought by U.S. Trustee, Creditors
--------------------------------------------------------------
International Business Machines Corporation, Novell Inc. and Linux
Gmbh, and Roberta A. DeAngelis, the United States Trustee for
Region 3, ask the U.S. Bankruptcy Court for the District of
Delaware to convert the Chapter 11 cases of The SCO Group Inc. and
its debtor-affiliates to Chapter 7 liquidation proceedings.

The U.S. Trustee tells the Court that there is a continuing loss
to the Debtors' estates and the absent of a reasonable likelihood
of rehabilitation under Chapter 11.  Novell and IBM express the
same sentiment.  According to the U.S. Trustee, the Debtors have
had in excess of $3.5 million of negative cash flow postpetition.
The U.S. Trustee says that the Debtors have initiated efforts to
sell their assets but they failed.

IBM says that the Debtors' case should be converted to save
whatever value may still remain in their assets.

Novel asserts that it is time to shut down the Debtors' highly-
unprofitable operations and place a reliable neutral in charge of
making thoughtful decisions that are in the best interests of
creditors.

IBM, Novell and the U.S. Trustee filed separate motions before the
Court.

A hearing is set for June 12, 2009, 2:00 p.m., to consider
approval of IBM et al.'s requests.  Objections, if any, are due
May 26.

                        About The SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.
The company has office locations in Australia, Austria, Argentina,
Brazil, China, Japan, Poland, Russia, the United Kingdom, among
others.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsels.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.2 million in total liabilities, resulting in
$4.51 million in stockholders' deficit.


SEITEL INC: In Talks With Lender for Covenant Relief
----------------------------------------------------
Seitel, Inc., said that as a result of its lower cash EBITDA for
the first quarter of 2009, it was not in compliance with the cash
margin covenant contained in its U.S. credit facility.  Therefore,
an event of default has occurred which prohibits Seitel from
borrowing under the credit facility without the lender's consent.
This event of default has not been waived and is continuing.

Seitel said it is currently in discussions with the lender to
amend the terms of the credit agreement.  If it is not able to
amend the credit agreement, Seitel may not be able to access the
facility.

At present, there is no outstanding balance under the credit
facility.  At the end of the first quarter ended March 31, 2009,
Seitel's cash balance was $42.2 million.  Seitel currently expects
to satisfy its debt service as well as its operating and capital
needs for the remainder of 2009 from available cash and operating
cash flows.

Seitel on Tuesday reported results for the first quarter ended
March 31, 2009.  Revenue for the first quarter was $34.7 million
as compared to $47.4 million during the first quarter of 2008.

For the first quarter of 2009, the net loss was $22.5 million as
compared to last year's loss of $18.4 million.  Seitel said the
higher loss resulted from the lower revenue level, compensated by
a $5.5 million decrease in data amortization expense and by a
$2.2 million reduction in selling, general and administrative
expenses.

Seitel said Cash EBITDA, defined as cash revenue less cash
operating expenses excluding various non-recurring items, was
$5.2 million for the first quarter of 2009, as compared to
$12.8 million in the same quarter of 2008.  This decrease was
driven by a $10.1 million reduction in cash revenue offset by a
$2.6 million decrease in cash operating expenses, essentially a
$2.3 million or 37% reduction in cash compensation expenses.  The
lower compensation expenses reflected headcount reductions,
elimination of employee bonuses, and reduced commissions.
Excluded from cash operating expenses in the quarter were one-time
expenses for cost reduction measures implemented in the first
quarter, primarily severance costs of $500,000, and a write-off
totaling $300,000 in capital expenditure costs following Seitel's
decision to cancel an on-going survey.

"As we had anticipated, drilling activity in North America has
continued to drop in line with weak natural gas prices, tight
credit for many of our customers, and expectations for soft oil
and gas demand during the remainder of 2009," commented Rob
Monson, president and chief executive officer.  "Most of our
customers continue to preserve their cash, while waiting for more
visibility before spending on longer term projects involving
exploration and seismic activity.

"The cost reduction measures we've implemented have served us well
during the first quarter, as we've already benefited from sharply
lower cash operating expenses.  Given the results of our first
quarter, we also implemented additional cost reductions in the
second quarter, including pay cuts to senior management and
directors, that, combined with our earlier reductions, should
result in an annual 30% drop in cash operating expenses," stated
Mr. Monson.  "We expect drilling activity in the U.S. and Canada
to continue to be weak over the quarters ahead of us, and we will
continue to tightly control our operating costs and capital
expenditures during the remainder of 2009, and well into 2010."

Seitel had $595.2 million in total assets and $504.8 million in
total liabilities as of March 31, 2009.

Based in Houston, Texas, Seitel Inc. provides seismic data to the
oil and gas industry in North America.  Seitel's data products and
services are critical for oil and gas exploration and the
development and management of hydrocarbon reserves by E&P
companies.  Seitel owns an extensive library of proprietary
onshore and offshore seismic data that it has accumulated since
1982 and that it licenses to a wide range of oil and gas
companies.  Seitel believes that its library of onshore seismic
data is one of the largest available for licensing in the United
States and Canada.  Seitel's seismic data library includes both
onshore and offshore 3D and 2D data.  Seitel has ownership in over
41,000 square miles of 3D and approximately 1.1 million linear
miles of 2D seismic data concentrated in the major active North
American oil and gas producing regions.  Seitel serves a market
which includes over 1,600 companies in the oil and gas industry.


SLM CORP: Moody's Downgrades Senior Unsecured Rating to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service downgraded the long-term and short-term
ratings of SLM Corp. (senior unsecured to Ba1 from Baa2, short-
term to Not Prime from Prime-2) and assigned a negative outlook.
The rating action concludes the review for possible downgrade
initiated on February 27, 2009.

The rating action reflects Moody's concerns regarding SLM's
earnings and cash flow generation capacity as the company
transitions to a post-FFELP lending environment, continued
uncertainties facing the company related to the political and
consumer lending environment, and its liquidity and funding
position.  This combination of circumstances is not consistent
with an investment grade ratings profile, in Moody's view.

President Obama's budget proposal, if adopted, would end the FFELP
lending program effective July 1, 2010.  As a result, SLM's
traditional role as a lender and servicer in the federal student
loan program would change to one of originator and servicer, in
competition with other prospective vendors.  This new business
model has implications for SLM's future profitability and cash
flows because profit contribution from the servicing business is
less than that from the current ECASLA model, and is likely to
remain so as profits from servicing loans for the US government
are likely to be heavily scrutinized.  Also challenging the firm's
profitability prospects are an ongoing dislocation of the CP/LIBOR
spread, which affects the firm's yield on earning assets, and
continuing asset quality challenges in SLM's private education
loan portfolio.  Cash flow generation is taking on increasing
importance in SLM's credit profile because the firm's debt balance
exceeds its unencumbered loans, and refinancing in the unsecured
debt markets is unreliable.  Therefore, SLM will need to generate
profits and cash flow in order to service and ultimately repay
some of its debt, as opposed to generating the required cash
through asset liquidation.

SLM has put forward a counter-proposal to the President's plan,
calling for the choice of vendors to rest with the schools rather
than the government, and for vendors to be given incentives for
default aversion via risk sharing.  However, the counter-proposal
faces considerable uncertainty, given the strong support of the
Administration's original proposal.  Moody's is also concerned
that the private education lending business could come under
regulatory and legislative scrutiny, which could result in greater
restrictions and lower returns from this business line.

Regarding liquidity and funding, SLM faces an asset-liability
mismatch, particularly over the next several years, as scheduled
term unsecured debt maturities exceed collections on unencumbered
loans and other internally generated sources.  As noted above,SLM
does hold a significant balance of unencumbered assets that it may
monetize in order to meet coming maturities.  However, the company
continues to face a difficult environment for capital markets-
sourced term funding.  Pricing in the term ABS market -- even for
government guaranteed loans -- remains at relatively wide levels;
and the unsecured market remains unavailable to the company given
current trading levels.  There have been some positive recent
developments, including the extension of the company's ABCP
facility and the closing of the Department of Education's Straight
A Funding conduit facility, which reduces the firm's near-term
liquidity risks.  But Moody's is concerned that constrained
capital markets conditions, if sustained, could challenge the
company's financial flexibility and debt service capability in the
intermediate future.

Balancing these concerns, SLM possesses a strong franchise in the
student loan industry, with industry leading scale, operating
efficiency in originations and servicing, and longstanding
relationships with colleges and universities.  This positions the
company well to gain a significant share of originations and
servicing business and to maintain access to schools for its
private education lending business.  SLM's ratings also
incorporate its improved corporate governance as reflected in a
strengthened senior management team, board, and corporate
commitment to risk management; and improved operating efficiencies
via its ongoing expense reduction program.

The negative outlook on the company's long-term ratings reflects
the continuing challenges associated with business transition
issues and funding uncertainties that could place further pressure
on the firm's ratings over the next several quarters.  In order to
return to a stable outlook, Moody's would need to observe progress
in SLM's transition of its government student loan business to an
origination and servicing model from a lending-based model, as
evidenced by the achievement of a significant role in the post-
FFELP student loan era while achieving acceptable profitability
and cash flow generation.  Moody's would also need to observe
further improvement in the company's funding profile, including
re-establishing reliable access to the term debt markets to fund
private loan originations and generating liquidity to meet
unsecured debt maturities.  A stable outlook would also require a
reduction in SLM's asset quality volatility in the private
education loan business, demonstrated by lower delinquencies,
credit losses, and provisioning requirements.

A negative rating action could be precipitated by a disruption or
weakening of SLM's liquidity and funding profile; and/or
additional degradation of asset quality and core profitability.

These ratings of SLM Corp. were downgraded:

* Senior unsecured debt -- to Ba1 from Baa2
* Subordinate shelf -- to (P) Ba2 from (P) Baa3
* Preferred stock -- to Ba3 from Ba1
* Short-term debt -- to Not Prime from Prime-2

The last rating action on SLM was on February 27, 2009 when
Moody's placed the company's ratings on review for possible
downgrade.

Headquartered in Reston, Virginia, SLM is the nation's leading
provider of saving- and paying-for-college programs.  The company
manages approximately $185 billion in education loans and serves
10 million student and parent customers.


SPANSION INC: Posts $112 Million First Quarter Net Loss
-------------------------------------------------------
Spansion Inc. has released financial results for its fiscal
quarter ended March 29, 2009.

Net Loss

Non-GAAP net loss in the first quarter of 2009 was $112 million
compared to a net loss of $120 million in the first quarter of
2008.  The non-GAAP net loss in the first quarter 2009 was
primarily driven by $104 million in underutilization costs, due
mostly to the temporary shutdown of facilities in the first half
of the quarter, and $21 million in restructuring and bankruptcy-
related charges.  In the first quarter of 2009, net loss on a GAAP
basis for Spansion was $89 million.

Net Sales

Non-GAAP net sales for the first quarter of 2009 were
$401 million, down 14% from the prior quarter, largely in line
with seasonal trends. Non-GAAP net sales were down 30% compared to
the first quarter of 2008, primarily due to decreased global
demand for Flash memory as a result of the continued deterioration
of the macroeconomic environment.  On a GAAP-basis, Spansion net
sales for the first quarter of 2009 were $400 million.

In the first quarter of 2009, the Company's Consumer, Set-top Box
and Industrial Division (CSID), which focuses on the embedded
solutions market, generated non-GAAP net sales of $224 million, a
decrease of 8% compared to the prior quarter and 18% from Q1 of
2008.  Non-GAAP net sales for the Wireless Solutions Division
(WSD), which focuses on the wireless handset market, were
$174 million, a decrease of 21% compared to the prior quarter and
41% from the first quarter of 2008.  Spansion's GAAP net sales for
CSID were $222 million, and $174 million for WSD in the first
quarter of 2009.

Gross Margin

Non-GAAP gross margin was 6% in the first quarter of 2009, down
from approximately 17% in the first quarter of 2008 due to the
underutilization of Spansion's manufacturing facilities during the
early part of the first quarter of 2009.  GAAP gross margin for
Spansion was (2%) in the first quarter of 2009.

The Company experienced a relatively stable pricing environment in
Q1 of 2009.

Operating Expenses

During the first quarter of 2009, management continued its
aggressive cost reductions as part of its restructuring efforts.
Total operating expenses on a non-GAAP basis were $112 million in
the first quarter of 2009 and included $13 million of
restructuring charges, down approximately 43% from the first
quarter of 2008.  The Company believes that its cost reduction
efforts have further reduced its operating expense run rate by
approximately 15% since the end of its first quarter of 2009.
GAAP operating expenses for Spansion in the first quarter 2009
were $106 million and included $13 million of restructuring
charges.

In addition to operating expense reductions, the Company reduced
non-GAAP capital expenditures to $7 million in the first quarter
of 2009, down from $177 million in the first quarter of 2008.
Capital expenditures on a GAAP basis in the first quarter of 2009
were $4 million.

Cash

Spansion's consolidated operations ended the first quarter with
approximately $124 million in cash, on a non-GAAP basis.  On a
GAAP basis, Spansion ended the first quarter of 2009 with cash of
approximately $95 million.  Since the close of the first quarter
of 2009, cash collections from customers have outpaced cash
disbursements.  As a result, non-GAAP total cash on hand as of
May 3, 2009, was approximately $208 million, of which
approximately $132 million was held by Spansion LLC, the U.S.
operating subsidiary of Spansion's GAAP cash on hand as of May 3,
2009, was $141 million.  Spansion believes it has adequate
liquidity for ongoing normal operations throughout the
reorganization process.

"Q1 was a pivotal quarter for Spansion.  We took definitive
actions to cut our operating expenses, restructure our balance
sheet, and refocus the company," said John Kispert, CEO of
Spansion.  "Our cost structure is improving and with our long-term
focus on embedded solutions and licensing, we are driving towards
an operating model with improved gross margins and operating cash
flows."

Unit's Reorganization

Spansion Japan Limited, a subsidiary of Spansion, commenced
corporate reorganization proceedings in Japan on March 3, 2009.
As a result, Spansion is no longer able to consolidate the
financial results of Spansion Japan Limited in accordance with
U.S. GAAP.  However, Spansion Japan Limited remains fully
dependent on Spansion as its sole source of funding, its sole
foundry customer, and its sole distribution agent.  In addition,
Spansion Japan Limited and Spansion continue to operate, as they
did prior to the commencement of the reorganization proceedings,
on a collaborative basis.  Therefore Spansion is presenting
certain non-GAAP financial information reflecting the
consolidation of Spansion Japan Limited, because management
believes their collective financial results are relevant to
investor, creditor, and other stakeholder understanding of the
company's business, particularly during the reorganization
process.

    Spansion Inc.
    (Debtor-in-Possession as of March 1, 2009)
    CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
    (In thousands)

                                           March 29   December 28
                                              2009         2008*
                                              ----         ----
    Assets

    Current assets:
        Cash and cash equivalents            $95,328     $116,387
        Accounts receivable, net             186,820      249,357
        Inventories                          179,820      379,157
        Deferred income taxes                  3,213        3,213
        Prepaid expenses and other
         current assets                       40,833       35,225
        ---------------------------           ------       ------
            Total current assets             506,014      783,339

    Property, plant and equipment, net       453,759      795,030
    Acquisition related intangible
     assets, net                               1,559        1,646
    Auction rate securities                  104,848       94,014
    Other assets (**)                         83,550       99,843

    ------------                          ----------   ----------
    Total Assets                          $1,149,730   $1,773,872
    ============                          ==========   ==========


    Liabilities and Stockholders' Deficit

      Current liabilities:
        Note payable to banks under
         revolving loans                          $-     $105,687
        Short term note                       79,197            -
        Accounts payable and accrued
         liabilities                          96,204      634,471
        Accrued compensation and benefits     14,360       60,412
        Income taxes payable                   1,833        3,972
        Deferred income on shipments to
         distributors                         28,041       35,285
        Current portion of long-term
         debt and capital lease
         obligations                               -    1,226,090
        -----------------------------        -------    ---------
            Total current liabilities        219,635    2,065,917

      Deferred income taxes                    3,267        3,267
      Long-term debt and capital lease
       obligations (**)                            -      111,005
      Other long-term liabilities              6,889       44,330

      Liabilities subject to compromise    1,359,622            -
      ---------------------------------    ---------     --------
            Total liabilities              1,589,413    2,224,519

    Stockholders' deficit (**)              (439,683)    (450,647)

    -----------------------------------   ----------   ----------
    Total Liabilities and Stockholders'
     Deficit                              $1,149,730   $1,773,872
    ===================================   ==========   ==========

    * Derived from the December 28, 2008 audited financial
      statements of Spansion Inc.

   ** Balances as of December 28, 2008 as adjusted to give effect
      to the retrospective application of FSP APB 14-1,
      "Accounting for Convertible Debt Instruments That May Be
     Settled in Cash upon Conversion (Including Partial Cash
     Settlement)."

    Spansion Inc.
    (Debtor-in-Possession as of March 1, 2009)
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
    (In thousands, except per share amounts)


                                                 Quarter Ended
                                              -------------------
                                              March 29   March 30
                                                2009       2008

    Net sales                                 $399,746   $570,272
    Cost of sales                              409,043    475,810
    --------------                             -------    -------

    Gross profit/(loss)                         (9,297)    94,462
    Research and development                    45,829    120,321
    Sales, general and administrative           47,225     64,764
    Acquisition related in-process research
     and development                                 -     10,800
    Restructuring charges (*)                   13,304          -

    -----------------                         --------   --------
    Operating loss before reorganization
     items                                    (115,655)  (101,423)
    Gain on deconsolidation of subsidiary       55,171          -
    Interest and other income (expense), net       247      3,379
    Interest expense (**)                      (21,572)   (22,814)
    ---------------------                      -------    -------

    Loss before reorganization items and
     income taxes                              (81,809)  (120,858)

    Reorganization items                        (7,241)         -
    --------------------                        ------     ------
    Loss before income taxes                   (89,050)  (120,858)

    Provision (benefit) for income taxes           168       (564)


    Net loss                                  $(89,218) $(120,294)


    Net loss per share

    Basic and diluted (***)                     $(0.55)    $(0.87)


    Shares used in per share calculation

                    - Basic and diluted (***)  161,283    138,765


    * Includes $8,569 for involuntary terminations of
      manufacturing employees in the quarter ended March 29, 2009.

   ** Quarter ended March 30, 2008 as adjusted to give effect to
      the retrospective application of FSP APB 14-1, "Accounting
      for Convertible Debt Instruments That May Be Settled in Cash
      upon Conversion (Including Partial Cash Settlement)."

  *** Shares used in per share calculation is computed based on
      the weighted-average number of common shares outstanding
      during the period.  The shares used in net loss per share
      calculation for the quarters ended March 29, 2009, and
      March 30, 2008, included 22,729 and 3,347 of weighted-
      average common shares related to the acquisition of Saifun
      Semiconductors Ltd., respectively.

    Spansion Inc.
    (Debtor-in-Possession as of March 1, 2009)
    Reconciliation of GAAP measures to Non-GAAP
    (In thousands)

                                    Quarter Ended
                              March 29,    March 29,  Difference*
                                  2009         2009
                                 (GAAP)   (Non-GAAP)

    Net sales                 $399,746    $401,487    $(1,741)

    Gross margin                    -2%          6%        -8%

    Total operating expenses  $106,358    $112,144    $(5,786)

    Net loss                  $(89,218)  $(111,995)   $22,777

    * Differences between the GAAP and Non-GAAP numbers represent
      the impact of deconsolidating the operating results of the
      Company's Japanese subsidiary beginning on March 3, 2009.

    Spansion Inc.
    (Debtor-in-Possession as of March 1, 2009)
    Reconciliation of GAAP measures to Non-GAAP
    (In thousands)

                                March 29,   March 29,  Difference*
                                    2009        2009
                                    GAAP    Non-GAAP

    Cash and cash equivalents    $95,328    $123,866  $(28,538)

    * Differences between the GAAP and Non-GAAP numbers represent
      the impact of the deconsolidation of the Company's Japanese
      subsidiary beginning on March 3, 2009

    Spansion Inc.
    (Debtor-in-Possession as of March 1, 2009)
    Reconciliation of GAAP measures to Non-GAAP
    (In millions)

                                   Quarter Ended
                               March 29,    March 29,  Difference*
                                   2009        2009
                                   GAAP    Non-GAAP

    Purchases of property, plant
     and equipment                   $4      $    7         $(3)

    Consumer, Set-top Box and
     Industrial Division (CSID)    $222        $224         $(2)

    * Differences between the GAAP and Non-GAAP numbers represent
      the impact of deconsolidation of the Company's Japanese
      subsidiary beginning on March 3, 2009

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc. and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.  The
United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total debts
of $2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had $10 million to $50 million in assets and
$50 million to $100 million in debts.


SPGS SPC: Write-Downs Cue S&P's 'D' Rating on 2006-IIC Notes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on SPGS
SPC's ABSpoke Portfolio I 2006-IIC notes to 'D' from 'CCC-'.

The lowered rating follows a number of recent write-downs of
underlying reference entities, which have caused the notes to
incur partial principal losses.

                          Rating Lowered

                             SPGS SPC
                   ABSpoke Portfolio I 2006-IIC

                                     Rating
                                     ------
                    Class           To   From
                    -----           --   ----
                    Var notes       D    CCC-


STANFORD GROUP: Investors to Force Int'l Bank to Bankruptcy
-----------------------------------------------------------
Three members of a group of investors claiming they lost
$100 million in Robert Allen Stanford's alleged $8 billion ponzi
scheme are trying to drag Stanford International Bank Ltd. into
bankruptcy to protect creditors' interests, according to Law360.

The TCR-Latin America, citing Caribbean360.com, reported May 1
that Stanford Financial Group court-appointed receiver Ralph
Janvey, in his report filed with the U.S. District Court for the
Northern District of Texas, said he has no confidence in the
courts in Antigua and Barbuda to properly carry out Stanford
International Bank Limited (SIBL)'s liquidation.  The report
relates Mr. Janvey said the American court system should be
allowed to deal with the matter.

As reported in the Troubled Company Reporter-Latin America on
April 22, 2009, Caribbean360.com said Mr. Janvey is challenging
SIBL's liquidation.

Nigel Hamilton-Smith and Peter Wastell, client partners at Vantis
Business Recovery Services, were appointed as joint liquidators
for SIBL on April 15, 2009, by an Order of the High Court of
Antigua and Barbuda.  Stanford Trust Company Limited meanwhile
remains in receivership and the receivers continue with their
investigations.

The liquidation proceedings have been commenced following the
receivership of SIBL, during which time the receivers concluded
that it had become clear that the bank's assets were significantly
less than its liabilities.

Messrs. Hamilton-Smith and Wastell were previously appointed by
the Antiguan Financial Services Regulatory Commission as receivers
for SIBL.

"The Antiguan liquidators essentially request that the U.S. Court
cede to the Antiguan court system control over the marshaling,
liquidation, claims adjudication and distribution process.  That,
in the receiver's view, would be unwise and detrimental to
claimants, as the Antiguan court system lacks experience in the
administration and winding up of a business of the size and scope
of the Stanford family of companies," Mr. Janvey said in his
report obtained by Caribbean360.com.

"Further, the Antiguan liquidators have liquidation authority over
only SIBL, which is just one of the more than 100 Stanford
companies involved in what was an integral - and allegedly
fraudulent - operation."

According to Caribbean360.com, Mr. Janvey spoke of looking for
opportunities in which cooperation with the Antiguan receivers is
possible and reasonably likely to benefit the receivership estate.

The report relates Mr. Janvey insisted that although SIBL's
headquarters was in Antigua, all of its financial operations,
including CD sales, were controlled and managed from Sir Allen's
offices in the US and he should therefore have control of its
assets.

                  About Stanford International

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

                          *     *     *

The Securities and Exchange Commission (SEC), on Feb. 17, charged
Mr. Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.  Mr. Stanford's
companies include SIBL, Stanford Group Company (SGC), and
investment adviser Stanford Capital Management.  As reported in
the Troubled Company Reporter-Latin America on April 8, 2009,
Bloomberg News said U.S. District Judge David Godbey seized all of
Mr. Stanford's corporate and personal assets and placed them under
the control of court-appointed SGC receiver Ralph Janvey.


STAR TRIBUNE: Has Until August 13 to File Chapter 11 Plan
---------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended the exclusive periods of
Star Tribune Holdings Corporation and The Star Tribune Company to:

   a) file a plan of reorganization until Aug. 13, 2009; and

   b) solicit acceptances of that plan until Oct. 12, 2009.

The Debtors' current exclusive plan filing period will expired on
May 15, 2009.

The Debtors said they need enough time to avoid the necessity of
having to finalize a plan prematurely and to ensure that the plan
best addresses the interest of their employees, creditors and
estates.

According to the Debtors, the steering committee of their first
lien lenders support the extension, while the official committee
of unsecured creditors has not conveyed opposition to the
proposal.

The Debtors further said that the Committees have agreed with
respect to a proposed plan recovery for unsecured creditors.

                        About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the U.S. state of Minnesota and published seven days each week
in an edition for the Minneapolis-Saint Paul metropolitan area.

The Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., James
I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk & Wardwell,
represent the Debtors in their restructuring efforts.  Blackstone
Advisory Services L.P. is the Debtors' financial advisor.  Diana
G. Adams, the U.S. Trustee for Region 2, selected seven members to
the official committee of unsecured creditors in the Debtors'
Chapter 11 cases.  Scott Cargill, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC, represents the Committee as
counsel.


STOCKTON CITY: Faces $31MM Budget Deficit, Opposes "Loan" of Funds
------------------------------------------------------------------
Just as mayors and city councils in the state of California slash
city budgets and reduce services to deal with the worst economic
crisis in decades, they learned yesterday that state leaders may
try to coerce local governments into providing a forced $2 billion
bailout of the state budget if the May 19 ballot measures fail.
The May Revise option released by Gov. Arnold Schwarzenegger,
containing that bailout, or "loan," essentially forces cities to
rescue the state from its financial quagmire and would cripple
city services.  To take money from cash-strapped cities now
amounts to a profound "anti-stimulus" action by the state.

Saying that he absolutely "despised the proposal," the Governor
also said earlier this week in a meeting with mayors and council
members that he understands this proposal would be devastating to
public safety services and that he did not know how the state
would pay back the loan.  Statewide opinion polls consistently
show a vast majority of Californians themselves don't believe
borrowing should be used to balance the state's budget and oppose
public safety cuts.

The League of California Cities in a statement said California
cities cannot afford to bail out the state when they are already
adopting extremely painful cuts to balance their own budgets.
This shotgun "loan" of city property tax revenues would force
additional service cuts including police and firefighter layoffs
and result in longer emergency response times and fire station
closures.

The League of California Cities cite a snapshot of what some of
California's cities are facing:

   -- Los Angeles is facing a $529 million budget deficit and
      Mayor Villaraigosa has urged the city council to declare a
      fiscal emergency to give him authority to layoff and
      furlough thousands of city employees;

   -- Rohnert Park may have to lay off 31 employees, including 17
      Sworn officers and nine public safety technicians -- and
      would still not be able to balance its budget;

   -- Stockton, to address a $31 million budget deficit, sent
      layoff notices to 55 police officers, 35 civilian employees
      and demoted seven officers; and

   -- Vallejo, in the midst of bankruptcy, may be forced to
      decimate city services by 20 percent and staff are
      recommending that the city council cut 30 sworn officer
      positions as well as close two fire stations.

"It's absolutely unthinkable that the state would consider
sacrificing local public safety at a time like this.  City
officials are already making painful cuts locally, laying off
employees, cutting services and much more, to make our budgets
balance.  Taking local funds used for public safety to bail out
the state budget is the last thing the public wants to see," said
League President and Rolling Hills Estates Mayor Judy Mitchell.

"It's painful. We're going well below our ability to provide
essential services. We have nothing left to cut," said Vallejo
City Council Member Stephanie Gomes.

Reflecting the impact that the stagnating economy has had on city
budgets, cities across the state are passing resolutions declaring
a state of severe fiscal hardship. To date, close to 100 cities
have either passed or are scheduled to pass a resolution.

California's news leaders understand why it's fundamentally wrong
for the state to raid local revenues.  Writing in an op-ed in the
Los Angeles Times, D.J. Waldie, a contributing editor, expressed
it poignantly stating: "The quality of life in California's
neighborhoods will be part of the wreckage. Closed libraries mean
kids won't have a place to go after school. Unsupervised parks
means they won't have a safe place to play.  Furloughed workers
won't be available to process your business license, check your
building plans or deal with your complaint. Everyday life -- the
level at which local government works -- will be harder and
coarser."

The Governor met with city officials earlier this week in Culver
City and San Jose to discuss Propositions 1A-F and the impact of
their failure on state and local services.  He told the assembled
city officials that he will be under extraordinary pressure to
"borrow" local government funds if the ballot measures fail and
the budget deficit reaches $21.3 billion.  The League and the city
officials present told the Governor that they strongly opposed any
borrowing on top of the $900 million cities already provide the
state each year in city property taxes.  The League endorsed the
propositions on April 6.

"The League is supporting Props. 1A -- F because they provide a
framework for beginning to responsibly balance the state budget
without gimmicks.  The state should follow the lead of the cities
of California in dealing with its budget deficit -- cut spending,
sell assets, enhance revenues and don't borrow," said League
Executive Director Chris McKenzie.

City officials will fight any budget proposal that attempts to
raid local property tax revenues to bail out the state budget.

Established in 1898, the League of California Cities is a
nonprofit statewide association that advocates for cities with the
state and federal governments and provides education and training
services to elected and appointed city officials.


SUNWISC: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Sunwisc, L.L.C.
        PO Box 191268
        Little Rock, AR 72219

Bankruptcy Case No.: 09-13384

Chapter 11 Petition Date: May 13, 2009

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

Debtor's Counsel: Basil V. Hicks, Jr.
                  Attorney at Law
                  P.O. Box 5670
                  N. Little Rock, AR 72119-5670
                  Tel: (501) 301-7700
                  Fax: (501) 301-7999
                  Email: basil.hicks@comcast.net

Estimated Assets: $0 to $50,000

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

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

         http://bankrupt.com/misc/areb09-13384.pdf

The petition was signed by Mary Nash, owner of the Company.


VALENTINE GROUP: Files for Chapter 7; to Shut Business Today
------------------------------------------------------------
Court documents say that The Valentine Group Inc. has filed for
Chapter 7 bankruptcy protection in the U.S. Bankruptcy Court for
the Southern District of New York.

Citing a Valentine Group employee, Crain's New York Business
states that the Company will close on May 15, 2009.

Court documents say that Valentine Group listed $376,089 in
liabilities.  The largest of its debts, according to Crain's, is
about $100,000, which is owed to Chase Loan.  Crain's relates that
Valentine Group also owes about $62,000 to printing firm Earth
Enterprise.

The Valentine Group Inc. is an almost two decade old branding and
design firm that played a role creating Time Inc.'s magazine, Real
Simple.  It was founded by Robert Valentine, who is also its
president.  Valentine Group designed the prototype and the first
three issues of the magazine.  Valentine Group also worked on the
launch of Martha Stewart Living magazine, and designed the Chic
Simple line of lifestyle hardcover books that were popular in the
1990s.  More recently it worked on a rebranding and advertising
campaign for the Cole Haan fashion label.


VALLEJO CITY: Opposes "Loan" of Funds to Bail Out State Budget
--------------------------------------------------------------
Just as mayors and city councils in the state of California slash
city budgets and reduce services to deal with the worst economic
crisis in decades, they learned yesterday that state leaders may
try to coerce local governments into providing a forced $2 billion
bailout of the state budget if the May 19 ballot measures fail.
The May Revise option released by Gov. Arnold Schwarzenegger,
containing that bailout, or "loan," essentially forces cities to
rescue the state from its financial quagmire and would cripple
city services.  To take money from cash-strapped cities now
amounts to a profound "anti-stimulus" action by the state.

Saying that he absolutely "despised the proposal," the Governor
also said earlier this week in a meeting with mayors and council
members that he understands this proposal would be devastating to
public safety services and that he did not know how the state
would pay back the loan.  Statewide opinion polls consistently
show a vast majority of Californians themselves don't believe
borrowing should be used to balance the state's budget and oppose
public safety cuts.

The League of California Cities in a statement said California
cities cannot afford to bail out the state when they are already
adopting extremely painful cuts to balance their own budgets.
This shotgun "loan" of city property tax revenues would force
additional service cuts including police and firefighter layoffs
and result in longer emergency response times and fire station
closures.

The League of California Cities cite a snapshot of what some of
California's cities are facing:

   -- Los Angeles is facing a $529 million budget deficit and
      Mayor Villaraigosa has urged the city council to declare a
      fiscal emergency to give him authority to layoff and
      furlough thousands of city employees;

   -- Rohnert Park may have to lay off 31 employees, including 17
      Sworn officers and nine public safety technicians -- and
      would still not be able to balance its budget;

   -- Stockton, to address a $31 million budget deficit, sent
      layoff notices to 55 police officers, 35 civilian employees
      and demoted seven officers; and

   -- Vallejo, in the midst of bankruptcy, may be forced to
      decimate city services by 20 percent and staff are
      recommending that the city council cut 30 sworn officer
      positions as well as close two fire stations.

"It's absolutely unthinkable that the state would consider
sacrificing local public safety at a time like this.  City
officials are already making painful cuts locally, laying off
employees, cutting services and much more, to make our budgets
balance.  Taking local funds used for public safety to bail out
the state budget is the last thing the public wants to see," said
League President and Rolling Hills Estates Mayor Judy Mitchell.

"It's painful. We're going well below our ability to provide
essential services. We have nothing left to cut," said Vallejo
City Council Member Stephanie Gomes.

Reflecting the impact that the stagnating economy has had on city
budgets, cities across the state are passing resolutions declaring
a state of severe fiscal hardship. To date, close to 100 cities
have either passed or are scheduled to pass a resolution.

California's news leaders understand why it's fundamentally wrong
for the state to raid local revenues.  Writing in an op-ed in the
Los Angeles Times, D.J. Waldie, a contributing editor, expressed
it poignantly stating: "The quality of life in California's
neighborhoods will be part of the wreckage. Closed libraries mean
kids won't have a place to go after school. Unsupervised parks
means they won't have a safe place to play.  Furloughed workers
won't be available to process your business license, check your
building plans or deal with your complaint. Everyday life -- the
level at which local government works -- will be harder and
coarser."

The Governor met with city officials earlier this week in Culver
City and San Jose to discuss Propositions 1A-F and the impact of
their failure on state and local services.  He told the assembled
city officials that he will be under extraordinary pressure to
"borrow" local government funds if the ballot measures fail and
the budget deficit reaches $21.3 billion.  The League and the city
officials present told the Governor that they strongly opposed any
borrowing on top of the $900 million cities already provide the
state each year in city property taxes.  The League endorsed the
propositions on April 6.

"The League is supporting Props. 1A -- F because they provide a
framework for beginning to responsibly balance the state budget
without gimmicks.  The state should follow the lead of the cities
of California in dealing with its budget deficit -- cut spending,
sell assets, enhance revenues and don't borrow," said League
Executive Director Chris McKenzie.

City officials will fight any budget proposal that attempts to
raid local property tax revenues to bail out the state budget.

Established in 1898, the League of California Cities is a
nonprofit statewide association that advocates for cities with the
state and federal governments and provides education and training
services to elected and appointed city officials.


WARNER MUSIC: Moody's Reviews 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service placed Warner Music Group Corp.'s
ratings for possible upgrade.  The company's current ratings
include its B1 Corporate Family Rating, B1 Probability of Default
Rating, Ba3 senior secured bank credit facility rating, B3 senior
discount notes rating, B3 senior subordinated bond rating and SGL-
3 liquidity rating.  The ratings review is prompted by WMG's
strengthening credit metrics, particularly its moderate net debt
leverage, and the potential for continuing improvement over the
next 12 to 24 months which should create headroom under credit
agreement covenants over the next year.  Financial discipline
exhibited by the company over the last year (such as suspending
dividend payments and significantly reducing investment spending
in order to maintain financial flexibility) also contributes to
the positive momentum in WMG's ratings.

Moody's has taken these rating actions:

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B1

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently B1

  -- Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently B3

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently Ba3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently B3

  -- Outlook revised from stable to under review for possible
     upgrade

Moody's review will focus on (1) the company's strategies and its
ability to continue to adjust its business model in order to
maintain digital leadership and offset revenue declines from loss
of physical CD sales; (2) WMG's plans for the use of cash ($658
million at 3/31/2009) and (3) management's plans in addressing its
future refinancing needs, and creating sufficient cushion under
financial maintenance covenants to strengthen its liquidity
position, which in Moody's opinion takes on heightened importance
in the current economic environment.

The last rating action was on February 13, 2008 when Moody's
lowered WMG's corporate family rating from Ba3 to B1 and the
Speculative Grade Liquidity rating from SGL-2 to SGL-3, due to
liquidity concerns.

WMG's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside WMG's core industry and
believes WMG's ratings are comparable to those of other issuers
with similar credit risk.

Warner Music Group Corp., with its headquarters in New York, is a
leading music content company, with domestic and international
operations in recorded music and music publishing.  Annual
revenues approximate $3.2 billion.


WESTHAMPTON COACHWORKS: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------------
Jessica DiNapoli at The Southampton Press reports that Richard
Rubio has filed Chapter 11 petitions in the U.S. Bankruptcy Court
for the Eastern District of New York for his companies Manhattan
Motorcars of the Hamptons and Westhampton Coachworks.

Court documents say that the Westhampton Coachworks has about
$500,000 in assets and about $2.2 million in liabilities, while
Manhattan Motorcars of the Hamptons has about $350,000 in assets
and $3.2 million in liabilities.  Kenneth Reynolds, a bankruptcy
attorney representing Mr. Rubio, said that the total estimated
assets are subject to change depending on the outcome of
litigation, The Southampton Press states.  Citing Mr. Reynolds,
The Southampton Press says that the liabilities figures are what
creditors are claiming Mr. Rubio owes them, but they are subject
to evaluation in court.

According to The Southampton Press, Westhampton Coachworks and
Manhattan Motorcars have a combined estimated 99 to 148 creditors,
including Lotus Cars USA, Porsche of Roslyn in Roslyn Heights, and
Rosemar Construction, Inc.  Mr. Reynolds, the report states, said
that Mr. Rubio either took loans from the creditors or bought
goods from them.

The Southampton Press relates that Mr. Rubio might pursue other
actions other than a lawsuit against Automobili Lamborghini.  The
purpose of the lawsuit or lawsuits is to bring assets to the
Companies so that Mr. Rubio can pay back his creditors, the report
says, citing Mr. Reynolds.

Citing Mr. Rubio, The Southampton Press states that the Annona
Restaurant on the second floor of the building housing Manhattan
Motorcars of the Hamptons and the leasing division, MMH
Automotive, aren't included in the Chapter 11 filing.  According
to the report, Mr. Rubio said that bankruptcies are products of
the bad economy.

A court hearing is set for May 28, The Southampton Press relates.

Westhampton Beach, New York-based Westhampton Coachworks, Ltd., is
an automotive repair business.  Its affiliate, Manhattan
Motorcars, started in the late 1970s as a small repair shop and
grew into one of the most glitzy automobile dealerships on the
East End.

Westhampton Coachworks and Manhattan Motorcars filed for Chapter
11 bankruptcy protection on April 29, 2009 (Bankr. E.D. N.Y. Case
No. 09-73008).  Kenneth A. Reynolds, Esq., at McBreen & Kopko,
assists the Debtors in their restructuring efforts.


WOOZYFLY INC: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Woozyfly, Inc
           aka Woozyfly Productions
           aka Pet Express Supply, Inc
           aka CJ Vision Enterprises, Inc.
           aka Woozyfly.com
        59 West 19th Street, 6th Floor
        New York, NY

Bankruptcy Case No.: 09-13022

Chapter 11 Petition Date: May 12, 2009

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

Judge: James M. Peck

Debtor's Counsel: Michael S. Fox, Esq.
                  Olshan Grundman Frome Rosenzweig & Wolosky, LLP
                  Park Avenue Tower
                  65 E. 55th Street
                  New York, NY 10022
                  Tel: (212) 451-2300
                  Fax: (212) 451-2222
                  Email: mfox@olshanlaw.com

Total Assets: $221,047

Total Debts: $1,845,773

A full-text copy of the Debtor's petition, including its list of 4
largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/nysb09-13022.pdf

The petition was signed by Eric Stoppenhagen, interim president of
the Company.


WORLD ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: World Engineering Solutions Corp.
           aka Glass Solutions Corp.
        PO Box 390
        Arroyo, PR 00714-0390

Bankruptcy Case No.: 09-03842

Chapter 11 Petition Date: May 12, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Winston Vidal-Gambaro, Esq.
                  Winston Vidal Law Office
                  PO Box 193673
                  San Juan, PR 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114
                  Email: wvidal@prtc.net

Total Assets: $3,565,447

Total Debts: $4,145,934

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

         http://bankrupt.com/misc/prb09-03842.pdf

The petition was signed by Nelson Nieves Zeno, president of the
Company.


WYNDHAM WORLDWIDE: Moody's Assigns 'Ba2' Rating on $200 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Wyndham
Worldwide, Inc.'s proposed $200 million unsecured convertible
notes due 2012.  Moody's also assigned a Ba2 rating to the
company's proposed senior unsecured notes due 2014.  The amount of
the senior unsecured notes due 2014 has not yet been determined.
Wyndham's Ba1 Corporate Family Rating, Ba1 Probability of Default
Rating, and Ba2 existing senior unsecured bonds were affirmed.
The rating outlook is stable.

The proceeds from the notes will be used repay a portion of
amounts outstanding under the company's $900 million revolving
credit facility.

Wyndham's ratings consider its leading market share in each of its
three business segments, and the high margins and low capital
intensity of its hotel franchise and vacation exchange and rental
segments.  This helps to offset some of the risk of the lower
margin and more capital intensive vacation ownership (e.g.
"timeshare") segment.  Key credit concerns include continued
access to the securitization market to recycle timeshare
receivables and risks associated with extending credit to
purchasers of vacation ownership intervals.

The stable outlook reflects Moody's expectation that Wyndham's
credit metrics will remain in line with a Ba1 rating despite
earnings pressure.  It also acknowledges the improvement in
Wyndham's liquidity that will result from the repayment of amounts
outstanding under its revolver with proceeds from these proposed
note offerings.

Wyndham's Ba2 senior unsecured rating could be upgraded if the
company issues a significant amount of the proposed senior
unsecured notes due 2014.  Any upgrade would also consider Moody's
assumptions regarding revolver usage going forward.

Ratings assigned:

  -- $200 million unsecured convertible notes due 2012 at Ba2 (LGD
     4, 64%)

  -- Senior unsecured notes (amount to be determined) due 2014 at
     Ba2 (LGD 4, 64%)

  -- Unsecured debt shelf at (P) Ba2 (LGD 4, 64%)

  -- Preferred debt shelf at (P) Ba2 (LDG 6, 97%)

Ratings affirmed:

  -- Corporate Family Rating at Ba1
  -- Probability of Default Rating at Ba1
  -- Senior unsecured bonds at Ba2 (LGD 4, 64%)

Moody's last rating action on Wyndham was on April 28, 2009 when
the company's senior unsecured ratings were lowered to Ba2 from
Baa3 and a Ba1 Corporate Family Rating was assigned.

Wyndham Worldwide Corporation operates in three segments of the
hospitality industry -- lodging, vacation exchange and rental, and
vacation ownership.  The company operates well known brand names
such as, Wyndham Hotels & Resorts, Ramada, Days Inn, and RCI,
among others.  Annual revenues exceeded $4 billion in 2008.


YELLOWSTONE CLUB: Court Adopts $232 Million Valuation
-----------------------------------------------------
After being presented with two differing valuations for
Yellowstone Club, Judge Ralph B. Kirscher of the U.S. Bankruptcy
Court for the District of Montana held that Yellowstone Club's
assets pledged to Credit Suisse is worth $232 million.

Credit Suisse loaned the Debtors $375 million, which loans were
backed by a first lien on portions of the Debtors' property, but
specifically excludes significant parcels, including, but not
limited to the Warren Miller Lodge.

This is 43% lower than the offer to buy the Club more than a year
ago.  In approximately March of 2008, Samuel T. Byrne of
CrossHarbor was proposing to purchase the assets of the
Yellowstone Club for approximately $407 million.

However, since Yellowstone Mountain Club's bankruptcy filing in
November 2008, CrossHarbor submitted a stalking horse bid of $100
million, consisting of cash and notes.  The drop in the bid was
due to "macro factors", including the fact that
142 units located within the boundaries of the Yellowstone Club
are on the market, but are not included in the Chapter 11 filing.
Yellowstone has filed a proposed Chapter 11 plan built upon the
sale to Crossharbor or to another party with a higher offer.  The
Plan is scheduled for confirmation May 18.  A copy of the
disclosure statement to the Plan is available at:

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

                 $232 Million Vs. $113 Million

Christopher Donaldson, managing director of Cushman & Wakefield of
Colorado, Inc., appraised the Debtors' assets and stated that the
market value of the "Credit Suisse Collateral Owners Revised Unit
Mix" was $232 million as of April 1, 2009, with a market exposure
period of 18 months.  Mr. Donaldson's appraisal also asserts that
the liquidation value of the "Credit Suisse Collateral Owners
Revised Unit Mix" as of April 1, 2009, was $116 million.

Mr. Donaldson estimates that Debtors will sell their 150 National
memberships over a five-year period starting in 2012 at an average
price of $700,000 each, for a total of $105 million.  He does not
expect the Debtors to sell any National memberships until 2012
because it will take a couple of years to get back to reasonable
demand and absorption in the market.  Mr. Donaldson also projects
that the Debtors could sell three lots between April 1, 2009, and
March 31, 2010, and projects five or six lot sales in the second
year.  He explained that the slow absorption in the first two
years accommodates the present market and allows for additional
planning for future development.

Gregory Hartmann and Darius Hatami of HVS International appraised
the Debtors' property and determined that the market value of the
Debtors' assets as of June 1, 2009, will be $113 million, with a
market exposure period of three to eighteen months.  Mr. Hartmann
and Mr. Hatami used the Income Capitalization approach, reasoning
that such "approach produces the most supportable value estimate,
and it is generally given the greatest weight in the valuation
process."  Mr. Hartmann and Mr. Hatami project that the Debtors
will sell two lots in 2009/2010 and six lots in 2010/2011.  In
reaching their valuation, Messrs. Hartmann and Hatami concluded
that the Debtor would sell the 150 National memberships "only
after developer real estate is sold out" and Messrs. Hartmann and
Hatami project that such memberships will sell for $300,000.  Such
projected price is in stark contrast to Donaldson's projected
sales price of $700,000.

Messrs. Hartmann and Hatami valued the Warren Miller Lodge at
$20.4 million.  Mr. Donaldson did not appraise the property.

Mr. Hartmann's and Mr. Hatami's qualifications were challenged by
Credit Suisse.  Mr. Hartmann has appraised in excess of 5,000
properties, including residential communities and hotels.
However, Mr. Hartmann has never appraised a master-planned
community such as the Yellowstone Club.

                         Court's Decision

After observing Messrs. Donaldson, Hartmann and Hatami, in
conjunction with the other witnesses and after carefully reviewing
the appraisal reports, the Court concludes that Donaldson's
appraisal is more persuasive, more accurately reflects current
market conditions and is thus entitled to greater weight.

Mr. Donaldson's appraisal differs from that of Hartmann and Hatami
appraisal in two important respects: the value assigned to the
National memberships and the projected discount rate.  While both
items are "very subjective," the judge said he was convinced by
additional testimony and evidence that HVS has undervalued Credit
Suisse's collateral.

Thus, the Court adopts Mr. Donaldson's valuation estimate of $232
million as the value of Credit Suisse's collateral.

Based on his extensive due diligence, Mr. Byrne maintains that he
was willing to purchase the Yellowstone Club in March 2008 for
$407 million.  Assuming a 20% to 50% drop in real estate since
March 2008 that value results in a discounted price of $325,600,00
to $203,500,000.

Mr. Donaldson did not assign a specific value to the Warren Miller
Lodge and Credit Suisse did not appear to dispute Messrs. Hartmann
and Hatami's valuation of $20.4 million. Accordingly, the Court
assigned a separate value of $20.4 million to the Warren Miller
Lodge, which amount is in addition to the value of $232 million
assigned to Credit Suisse's collateral.

A full-text copy of the Court's Memorandum Decision is available
for free at:

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

Credit Suisse, which is owed $375,000,000 backed by liens on
substantially all assets of Yellowstone Mountain Club LLC, will
have a secured claim of $232 million.  The Court, however, has
entered a separate opinion equitably subordinating the secured
claim to the debtor-in-possession facility and unsecured claims
due to Credit Suisse's "predatory lending practices".

                      About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Case No. 09-60452).

Connie Sue Martin, Esq., David A. Ernst, Esq., Lawrence R Ream,
Esq., Richard G. Birinyi, Esq., Stephen Deatherage, Esq., Thomas
L. Hutchinson, Esq., and Troy Greenfield, Esq., at Bullivant
Houser Bailey PC; and James A. Patten, Esq., at Patten, Peterman,
Bekkedahl & Green PLLC, represent the Debtors as counsel.  The
Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO.
The official committee of unsecured creditors in the case are
represented by J. Thomas Beckett, Esq., and David P. Billings,
Esq., at Parsons, Behle and Latimer, as counsel, and James H.
Cossitt, Esq., at local counsel.  Credit Suisse, the prepetition
first lien lender, is represented by Skadden, Arps, Slate, Meagher
& Flom.


YELLOWSTONE CLUB: Credit Suisse's $232MM Demoted for Greedy Scheme
------------------------------------------------------------------
In 2004, Credit Suisse contacted Timothy L. Blixseth, controlling
member of Yellowstone Club, to offer a syndicated term loan, a
product it has also marketed to other master-planned residential
and recreational communities.  On September 30, 2005, after
several months of negotiations, Credit Suisse agreed to loan
Yellowstone Club $375,000,000, from the $150,000,000 originally
proposed.

In 2008, Yellowstone Mountain Club, one of the first private ski
and golf community, filed for Chapter 11, aiming to sell the
resort and the business to payoff debts.  Credit Suisse hopes to
submit a credit bid to purchase the business.

While the loan was secured by assets of the Debtor, Credit Suisse
couldn't rely solely on its $232,000,000 secured claim to acquire
Yellowstone Club as this was "equitably subordinated" by Judge
Ralph B. Kirscher of the U.S. Bankruptcy Court for the District of
Montana.

"Credit Suisse's actions in the case were so far overreaching and
self-serving that they shocked the conscience of the Court," Judge
Kirscher said in an order issued May 13, 2009.

Judge Kirscher recounts that in 2005, Credit Suisse was offering a
new financial product for sale -- it was offering the owners of
luxury second-home developments the opportunity to take their
profits up front by mortgaging their development projects to the
hilt.

According to Judge Kirscher, because Jeffrey Barcy, a director in
Credit Suisse's Investment Banking Division, and other members of
the team only earned fees if they sold loan, they thus devised a
loan scheme whereby it encouraged developers of high-end
residential resorts, such as Mr. Blixseth, to take unnecessary
loans.

However, this scheme only benefited Credit Suisse with substantial
fees and owners with "profit dividend" while leaving the
developments with "enormous debt", Judge Kirscher said.

"Credit Suisse and the development owners would benefit, while
their developments -- and especially the creditors of their
developments -- bore all the risk of loss.  This newly developed
syndicated loan product enriched Credit Suisse, its employees and
more than one luxury development owner, but it left the
developments too thinly capitalized to survive.  Numerous entities
that received Credit Suisse's syndicated loan product have failed
financially, including Tamarack Resort, Promontory, Lake Las
Vegas, Turtle Bay and Ginn.  If the foregoing developments were
anything like this case, they were doomed to failure once they
received their loans from Credit Suisse."

                  Blixseth Withdrew Loaned Money

According to Judge Kirscher, Credit Suisse's new loan product was
marketed to developers on grounds that developers were authorized
to take a substantial portion of their Credit Suisse loan proceeds
as a distribution, or as Mr. Blixseth argues, a loan.  In this
case, Credit Suisse had not a single care how Mr. Blixseth used a
majority of the loan proceeds, and in fact authorized Mr. Blixseth
to take $209 million and use it for any purpose unrelated to the
Yellowstone Club.

Mr. Blixseth, however, had a problem in this case because he
was not the sole owner of the Yellowstone Club and he did not want
to share the loan proceeds with the B shareholders, which owned
13% of the Club, the Court noted.  Thus, Mr. Blixseth booked the
$209 million proceeds that he took from the Yellowstone Club as a
loan months after he actually took the proceeds.  Mr. Blixseth
claims he always intended to repay the $209 million BGI note, but
Mr. Blixseth's former wife Edra testified to the contrary.

Mr. Blixseth testified that he always intended to take the
$209 million loan proceeds as a loan rather than a distribution
because booking the transaction as a distribution would have
caused his owner's equity account to have a negative balance.  The
negative owner's equity would have appeared as a qualification on
the Debtors' audited financial statements and may have caused
the Debtors' to be out of compliance with the Credit Agreement.  A
sophisticated lender such as Credit Suisse had to have known what
a distribution would do to the Debtors' financial statements, and
in particular, their balance sheets, yet Credit Suisse proceeded
with the loan, and thus earned its large fee.

In addition to turning a blind eye to Debtors' financial
statements, Credit Suisse's due diligence with respect to the $375
million loan was almost all but non-existent, Judge Kirscher held.
He noted that Credit Suisse spent a fair amount of money on legal
bills to ascertain that the Debtors did in fact own the property
at the Yellowstone Club, and Credit Suisse also spent a fair
amount ensuring that it was not violating any laws with its loan
product.  Credit Suisse, however, did little financial
due diligence.  Mr. Barcy testified that Credit Suisse was aware
that Cushman & Wakefield had appraised Debtors' assets in 2004 and
thus either knew or should have known that the collateral
that Mr. Blixseth proposed for the Credit Suisse loan had a fair
market value of $420 million in 2004.  "The Court highly doubts
that Credit Suisse could have successfully syndicated the
Yellowstone Club loan if the loan to value ratio was 90 percent,"
Judge Kirscher said.

While the Debtors historically only had debt between $4 to $60
million, Credit Suisse proposed to increase the Debtors' debt load
by at least six times, Judge Kirscher pointed out.  Thus, he said,
Mr. Barcy and the rest of the Credit Suisse syndicated loan team
could not have believed under any set of circumstances that the
Debtors could service such an increased debt load, particularly
when the Debtors had several years of net operating losses,
mixed with a couple years of net operating revenues.

"The naked greed in this case combined with Credit Suisse's
complete disregard for the Debtors or any other person or entity
who was subordinated to Credit Suisse's first lien position,
shocks the conscience of this Court," Judge Kirscher reiterated.

                           Subordination

While Credit Suisse's new loan product resulted in enormous fees
to Credit Suisse in 2005, it resulted in financial ruin for
several residential resort communities, Judge Kirscher said.

According to Judge Kirscher, the only equitable remedy to
compensate for Credit Suisse's overreaching and predatory lending
practices in Yellowstone's case is to subordinate Credit Suisse's
first lien position to that of CrossHarbor's superpriority debtor-
in-possession financing and to subordinate such lien to that of
the allowed claims of unsecured creditors.

The Court, however, declines to equitably subordinate Credit
Suisse's secured claim to those of the members, including members
of the Ad Hoc Committee of Yellowstone Club Members or the Ad Hoc
Group of Class B Unit Holders.

The Court, further ruled, "For purposes of the upcoming auction of
Debtors' assets scheduled for May 13, 2009, Credit Suisse shall be
allowed to submit a credit bid for the amount of its allowed
secured claim of $232 million.  However, because Credit Suisse's
claim is equitably subordinated, Credit Suisse must provide, as a
component of its credit bid, sufficient funds to pay the
CrossHarbor debtor-in-possession financing, the administrative
fees and costs of the Debtors' bankruptcy estate and the allowed
unsecured claims of non-member creditors.

Credit Suisse's allowed secured claim of $232 million is equitably
subordinated to:

    (1) CrossHarbor's debtor-in-possession financing;

    (2) approved administrative fees and costs of the bankruptcy
        estate; and

    (3) the allowed claims of unsecured creditors.

The Court has also denied Credit Suisse's request's request for
adequate protection for any diminution in value of its collateral.

A copy of the Court's Subordination Order is available for free at
http://bankrupt.com/misc/Yellowstone_Subordination_Order.pdf

"We are disappointed in this ruling and disagree with the court's
findings," Duncan King, a Credit Suisse spokesman, said in a phone
interview with Bloomberg.  "We are weighing our options at this
time."

                      About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Case No. 09-60452).

Connie Sue Martin, Esq., David A. Ernst, Esq., Lawrence R Ream,
Esq., Richard G. Birinyi, Esq., Stephen Deatherage, Esq., Thomas
L. Hutchinson, Esq., and Troy Greenfield, Esq., at Bullivant
Houser Bailey PC; and James A. Patten, Esq., at Patten, Peterman,
Bekkedahl & Green PLLC, represent the Debtors as counsel.  The
Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO.
The official committee of unsecured creditors in the case are
represented by J. Thomas Beckett, Esq., and David P. Billings,
Esq., at Parsons, Behle and Latimer, as counsel, and James H.
Cossitt, Esq., at local counsel.  Credit Suisse, the prepetition
first lien lender, is represented by Skadden, Arps, Slate, Meagher
& Flom.


YELLOWSTONE CLUB: Credit Suisse Must Offer $42 Million in Cash
--------------------------------------------------------------
Kahrin Deines at The Associated Press reports that the Hon. Ralph
Kirscher of the U.S. Bankruptcy Court for the District of Montana
has ruled that Credit Suisse must offer $42 million in cash to
clear other creditor's claims before it can bid for Yellowstone
Mountain Club, LLC.

The AP states that the scheduled start for an auction in Billings
on Wednesday was called off over disagreements about the actual
amount of the other prioritized claims, and how Credit Suisse
could meet its obligation for repayment.

The AP relates that the Court found that Credit Suisse's
$375 million loan to Yellowstone Club was predatory.  The Court,
according to The AP, ruled that Yellowstone Club first pay many of
its other debts before repaying the Credit Suisse loan.

The Court, The AP says, requires Credit Suisse to cover other
parties' debts in any offer it makes, since the company is using
its $232-million lien on Yellowstone Club to make one of two bids
in an auction for the resort.

The AP notes that about $7.7 million owed to a group of trade
creditors and another $35.4 million in other debts will have to be
met by a cash component in any Credit Suisse bid.  According to
the report, Credit Suisse can offset another $14.3 million in
disputed debt with a promise to pay those creditors from money
generated by liquidation of Yellowstone Club's assets.  The report
says that those repayments won't take priority over any money that
is due to new investors involved in the bid.

According to The AP, James Patten, the attorney for Yellowstone
Club, asked Judge Kirscher to put the disputed $14.3 million first
in line for repayment, and not put a final cap on its total.  The
report quoted Mr. Patten as saying, "It's turning around the order
that this court issued yesterday [May 12], and it's at the expense
and at the risk of the unsecured claims."

Credit Suisse, The AP relates, said that they wouldn't be able to
make a bid without that protection for new investors, leaving
Yellowstone Club without a competitive bankruptcy auction.  The
report quoted Mark Chehi, the attorney for Credit Suisse as
saying, "We can't be in the position of guaranteeing one-hundred
percent recovery to all the unsecured creditors."

                      About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Case No. 09-60452).

Connie Sue Martin, Esq., David A. Ernst, Esq., Lawrence R Ream,
Esq., Richard G. Birinyi, Esq., Stephen Deatherage, Esq., Thomas
L. Hutchinson, Esq., and Troy Greenfield, Esq., at Bullivant
Houser Bailey PC; and James A. Patten, Esq., at Patten, Peterman,
Bekkedahl & Green PLLC, represent the Debtors as counsel.  The
Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO.
The official committee of unsecured creditors in the case are
represented by J. Thomas Beckett, Esq., and David P. Billings,
Esq., at Parsons, Behle and Latimer, as counsel, and James H.
Cossitt, Esq., at local counsel.  Credit Suisse, the prepetition
first lien lender, is represented by Skadden, Arps, Slate, Meagher
& Flom.


YRC WORLDWIDE: Will Seek $1 Billion Gov't Financial Assistance
--------------------------------------------------------------
Alex Roth and Robin Sidel at The Wall Street Journal report that
YRC Worldwide Inc. CEO William Zollars said that the Company will
ask $1 billion financial assistance from the government to help
relieve pension obligations.

YRC Worldwide will seek the money to help cover the cost of its
estimated $2 billion pension obligation over the next four years,
WSJ states, citing Mr. Zollars.

According to WSJ, about half of YRC Worldwide's contributions to a
multi-employer union pension fund cover the costs of retirees who
never worked for the Company.  Mr. Zollars, WSJ relates, said that
YRC Worldwide shouldn't be forced to pay the pension benefits of
employees who never worked for the Company.  WSJ quoted Mr.
Zollars as saying, "We're making really good progress on our
financial-recovery plan and we think this is an extra burden we
shouldn't have to be carrying."  Applying for the TARP funds is a
"way to get the dialogue started about the pension issue," WSJ
says, citing Mr. Zollars.

Mr. Zollars, WSJ relates, said that by applying to the U.S.
Treasury for money under the Troubled Asset Relief Program, he
hopes to "get the conversation started" with federal authorities
about cutting YRC Worldwide's pension obligations.  WSJ, citing
Mr. Zollars, states that YRC Worldwide will submit an application
to the Treasury Department as early May 15.

According to WSJ, experts said that YRC Worldwide's odds of
actually getting TARP money appear to be slim.  The report quoted
Frank Bonaventure Jr., a lawyer who has represented banking
clients seeking TARP funds, as saying, "My experience dealing with
Treasury is that with TARP funds they are relatively narrow in how
they view things.  They have not been very expansive in terms of
how it is applied and what industries could get it."

WSJ states that YRC Worldwide is trying to reduce costs and raise
cash.  YRC Worldwide recently negotiated a 10% wage cut for its
35,000 Teamster workers and requested to put up some of its
property as collateral to defer three months' worth of payments to
its pension plan, WSJ relates.  YRC Worldwide, the report says,
also notified investors that it might breach the terms of its bank
covenant.  According to the report, Mr. Zollars said on Thursday
that YRC Worldwide "continues to work closely with our bank group
and would expect no issues around the second-quarter covenant."

Citing a person familiar with the matter, WSJ says that YRC
Worldwide could seek to let the Pension Benefit Guaranty Corp. to
take over financial responsibility for pension payments to
retirees who didn't work for the Company but for other firms that
have since gone out of business and are no longer contributing to
the multi-employer plan.

                    About YRC Worldwide Inc.

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs roughly 58,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on April 28, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on YRC Worldwide Inc. (CCC/Watch Neg/--) to
negative from positive.  The CreditWatch revision reflects weak
conditions in the less-than-truckload sector.  "Despite YRC's
ongoing integration of the Yellow Transportation and Roadway
networks and cost-saving initiatives, its first-quarter financial
results were weaker than expected.  Further, S&P expects declining
tonnage and industry overcapacity to continue to put pressure on
earnings for the duration of 2009," said Standard & Poor's credit
analyst Anita Ogbara.  This raises concerns that the company may
not be able to meet its recently amended bank covenants.  The
company's success in securing the amendments was the basis for
S&P's revising the CreditWatch implications on the ratings to
positive from developing on Feb. 17, 2009.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there were
approximately 3,500 hedge funds, managing capital of about
$150 billion.  By mid-2006, 9,000 hedge funds were managing
$1.2 trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds. While hedge funds are loosely defined as "funds with
no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a partnership
between the fund managers and the investors."  The authors then
expand upon this definition by explaining what sorts of
investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important avenue
for investors opting to diversify their traditional portfolios and
better control risk" -- an apt characterization considering their
tremendous growth over the last decade.  The qualifications to
join a hedge fund generally include a net worth in excess of
$1 million; thus, funds are for high net-worth individuals and
institutional investors such as foundations, life insurance
companies, endowments, and investment banks.  However, there are
many individuals with net worths below $1 million that take part
in hedge funds by pooling funds in financial entities that are
then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made
$1 billion in 1992 by betting against the British pound.
Conversely, the hedge fund Long-Term Capital Management (LTCP)
imploded in 1998, with losses totalling $4.6 billion.
Nonetheless, these are the exceptions rather than the rule, and
the editors offer statistics, studies, and other research showing
that the "volatility of hedge funds is closer to that of bonds
than mutual funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is low,
contrary to common perception. Investors who have the necessary
capital to invest in a hedge fund or readers who aspire to join
that select club will want to absorb the research, information,
analyses, commentary, and guidance of this unique book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations. Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***