TCR_Public/090519.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 19, 2009, Vol. 13, No. 137

                            Headlines


ABITIBIBOWATER INC: Levin Group Seeks $77MM for Merger Advice
ALOHA AIRLINES: Judge Rejects Sale of Aloha Name to Yucaipa
ALERIS INT'L: 42 Debtors File Schedules and Statements
ALERIS INT'L: Files Schedules and Statement of Financial Affairs
ALERIS INT'L: Seeks to Expand Scope of Ernst & Young's Services

ALLIANT HOLDINGS: S&P Retains 'CCC' Rating on $265 Mil. Notes
AMERICAN INTERNATIONAL: Fitch Cuts Issuer Default Rating to 'BB'
AMERICAN INTERNATIONAL: Fitch Cuts Ratings on Various Bonds to 'B'
AP-PRESCOTT: Sent to Chapter 11 Bankruptcy by Creditors
APRIA HEALTHCARE: S&P Assigns 'BB+' Rating on $600 Mil. Notes

ARGON CAPITAL: S&P Downgrades Rating on Series 92 Notes to 'D'
ASBURY AUTOMOTIVE: To Close One Chrysler and Two GM Dealerships
ATRIUM COMPANIES: Inks Forbearance Pact with Principal Lenders
BEAR STEARNS: SEC to Distribute $267-Mil. to Mutual Fund Investors
BERNARD L MADOFF: Seeks Termination of Employee Benefit Plans

BERNARD L MADOFF: SIPC Commitments to Claimants Now $61 Million
BERNARD L MADOFF: Wants to Stop Feeder Funds from Moving Money
BERRY PETROLEUM: Moody's Assigns 'B2' Rating on $300 Mil. Notes
BERRY PETROLEUM: S&P Assigns 'B' Rating on $300 Mil. Senior Notes
BEVERAGES & MORE: Moody's Cuts Corporate Family Rating to 'Caa2'

BICENT POWER: S&P Affirms 'BB-' Rating on Senior Secured Notes
BLOCK COMMUNICATIONS: S&P Downgrades Corp. Credit Rating to 'B+'
BRIGHT SKY: Involuntary Chapter 11 Case Summary
BUILDING MATERIALS: S&P Gives Positive Outlook; Holds 'B+' Rating
CANARGO ENERGY: Releases Update on Operations, Business Activities

CAP CANA: Fitch Downgrades Rating on $250 Mil. Senior Notes
CARUSO HOMES: Files Plan for Owner to Retain Control
CASELLA WASTE: S&P Puts 'B+' Corporate Rating on Negative Watch
CENTRO NP: Fitch Affirms Long-Term Issuer Default Rating at 'CCC'
CHEMTURA CORP: S&P Retains Issue Rating on Senior Notes at 'D'

CHRYSLER LLC: Thousands of Jobs Could Be Lost with Dealer Cuts
CHRYSLER LLC: List of Dealers And Suppliers to Be Retained
CHRYSLER LLC: Two Counties Want Taxing Liens First in Line
CHRYSLER LLC: Exhibits to Fiat Asset Purchase Agreement Filed
CHRYSLER LLC: Proposes to Perform Under Chase Purchase Card Pact

CHRYSLER LLC: Seeks to Reject Aircraft Lease With Canal Air
CHRYSLER LLC: Two Suppliers Want Opt-Out Clause in New Trade Terms
CHRYSLER LLC: Has Supplier Payment Plan; Suppliers Named
CHRYSLER LLC: Asbury to Close One Chrysler and Two GM Dealerships
CG JCF: S&P Affirms Counterparty Credit Rating at 'B'

CITIGROUP INC: Sold $2BB of Investment-Grade Bonds Absent Govt Aid
CMR MORTGAGE: Schedules $45MM in Assets and $22MM in Debts
COMMERCIAL VENTURES: Files for Chapter 11 Bankruptcy Protection
CONSECO INC: Shareholders Approve Amended Incentive Plan
COYOTES HOCKEY: NHL Prefers Returning Team to Winnebago

CROWN VILLAGE FARM: Developers Want Aug. 31 Deadline to Sell Co.
CRUSADER ENERGY: In The Money on Swap with JPMorgan
DB ISLAMORADA: May Sell Substantially All Assets to MAMC Inc.
DELPHI CORP: Court Adjourns Plan Modification Hearing to May 29
DELPHI CORP: Demolishes Kettering, Ohio Plant to Sell Property

DELPHI CORP: March 31 Balance Sheet Upside Down by $13.8 Bil.
DEX MEDIA: S&P Cuts Corporate Credit Rating to 'D'
DEX MEDIA EAST: S&P Affirms 'CC' Corporate Credit Rating
DEX MEDIA WEST: S&P Cuts Corporate Credit Rating to 'D'
EASTER SEALS: Case Summary & 20 Largest Unsecured Creditors

ENERGY PARTNERS: Files Exit Plan; Disclosure Hearing on June 10
ENERGY PARTNERS: Can Access BofA's Cash Collateral Until May 27
ENERGY PARTNERS: Has Until June 17 to File Schedules & SOFA
ENERGY PARTNERS: Wants to Hire Schull Roberts as Special Counsel
ENERGY PARTNERS: Wants Vinson & Elkins as Bankruptcy Counsel

FLAMINGO INVESTMENTS: Voluntary Chapter 11 Case Summary
FOAMEX LP: PBGC to Assume Underfunded Pension Plan
GENERAL MOTORS: Asbury to Close Two GM, One Chrysler Dealerships
GENERAL MOTORS: Launches 2 Web Sites for Possible Bankruptcy
GEORGIA GULF: March 31 Balance Sheet Upside Down by $97.3 Million

GRAHAM PACKAGING: S&P Assigns 'B+' Senior Secured Debt Rating
GREAT ATLANTIC: Moody's Gives Negative Outlook; Keeps 'B3' Ratings
HARVEST OIL: May Continue to Use Cash Collateral Until May 29
HARVEST OIL: Section 341(a) Meeting Reset to June 16
HARVEST OIL: U.S. Trustee Appoints 5-Member Creditors Committee

HELLER EHRMAN: Katz Wants to Recoup $50MM for Contract Breach
HERBST GAMING: Posts $32.8 Million Net Loss for 1st Quarter 2009
HERBST GAMING: Court Approves Gibson Dunn as Special Counsel
HERBST GAMING: Court Approves Gordon Silver as Bankruptcy Counsel
HERBST GAMING: Gets Court Nod on Skadden Arps as Special Counsel

HIGH COUNTRY: Case Summary & 20 Largest Unsecured Creditors
HIGH POINT: Moody's Downgrades Rating on $4.1 Mil. Bonds to 'Ba2'
HILVENTURES LP: Case Summary & 18 Largest Unsecured Creditors
HOME INTERIORS: Hearing on Motion To Convert Reset to May 28
HUB INTERNATIONAL: S&P Retains 'CCC+' Rating on $305 Mil. Notes

INTERNATIONAL LEASE: AIG Rating Actions Cues Fitch's Rating Cuts
IRIDAL PUBLIC: S&P Downgrades Rating on Credit-Linked Notes to 'D'
JAIME COURTNEY: Case Summary & 5 Largest Unsecured Creditors
JAMES M. HAYS: Voluntary Chapter 11 Case Summary
JOHN MCGILL: Case Summary & Four Largest Unsecured Creditors

JOURNAL REGISTER: Wants to Sell Lapeer Assets to JAMS Media
KMART CORP.: 3rd Cir. Says Pro Se Employee-Claimant Goofed
LAKESIDE 160: Voluntary Chapter 11 Case Summary
LANDAMERICA FINANCIAL: Strikes Pension Funding Agreement with PBGC
LEHMAN BROTHERS: Special Committee to Review Attorneys' Fees

LEHMAN BROS: S&P Cuts Rating on Class K 2005-LLF Certs. to 'D'
MAGNOLIA FINANCE: Write-Downs Cue S&P's Rating Downgrades to 'D'
MAIKO HESSEL BOUMA: Case Summary & 20 Largest Unsecured Creditors
MARC DREIER: Pleads Guilty for Fraud, Gets 145 Years Prison Time
MASCO CORP: Moody's Downgrades Corporate Family Rating to 'Ba2'

MATTHEW ARFA: Case Summary & 20 Largest Unsecured Creditors
METALS USA: Posts $20.6 Million Net Loss for 1st Quarter 2009
MGM MIRAGE: Inks Underwriting Agreement on Sale of 143-Mil. Shares
MULTIUT CORPORATION: Case Summary & 20 Largest Unsecured Creditors
NACHSHON DRAIMAN: Case Summary & 20 Largest Unsecured Creditors

NES RENTALS: S&P Raises Long-Term Corporate Credit Rating to 'B-'
NETVERSANT SOLUTIONS: To Liquidate Residual Assets Under Chapter 7
NOBLE INT'L: Auction of Roll Forming Operations Set for May 21
NOBLE INT'L: Files Schedules of Assets & Liabilities
NOBLE INT'L: Obtains Final OK to Borrow up to $9,120,000

NORTEL NETWORKS: Canadian Court Extends CCAA Stay Through July 30
NORTEL NETWORKS: Files Rule 2015.3 Report on Stake in Companies
NORTEL NETWORKS: Seeks Sept. 11 Extension of Exclusive Periods
NORTEL NETWORKS: Seeks to File Portions of Schedules Under Seal
NORTEL NETWORKS: Seeks to Sell Westwinds Assets for C$97 Million

OPUS SOUTH: Greenberg Traurig Approved as Counsel
OPUS SOUTH: Nature Coast Wants Case Converted to Chapter 7
OPUS SOUTH: No Committee to Represent Unsecured Creditors
OSCIENT PHARMA: Unable to File Report, Sees Liquidity Crunch
OUTDOOR RV: Voluntary Chapter 11 Case Summary

PACIFIC ENERGY: Posts $41.2MM Net Loss in First Quarter 2009
PACIFIC ETHANOL: Five Units File for Bankruptcy, Secure $20MM Loan
PACIFIC ETHANOL: Units' Case Summary & 20 Largest Unsec. Creditors
PACIFIC ETHANOL: Posts $26M Net Loss, May Follow Units in Ch. 11
PACIFIC ETHANOL: Kinergy Unit Obtains Default Waiver From Wachovia

PLIANT CORP: Files Proposed Revisions to First Amended Joint Plan
QUEBECOR WORLD: Files 2nd Amended Plan & Disclosure Statement
QUEBECOR WORLD: March 31 Balance Sheet Upside Down by $1.64 Bil.
QUEBECOR WORLD: Monitor Reports Updates on CCAA Proceedings
QUEBECOR WORLD: Seeks to Keep Control of Bankruptcy Case

QUEBECOR WORLD: Teamsters, et al., Balk at Disclosure Statement
RH DONNELLEY: Nonpayment of Interest Cues S&P's Rating Cut to 'D'
RIVERSIDE CITY: Moody's Withdraws 'Ba3' Rating on Business Reasons
RURAL/METRO LLC: S&P Raises Issue Rating on Senior Notes to 'B'
SALMON FALLS: Case Summary & 20 Largest Unsecured Creditors

SEALY CORP: S&P Downgrades Corporate Credit Rating to 'B'
SEMGROUP LP: Suppliers Battle Banks Over Unpaid Oil Sales
SEMGROUP LP: To Use $1-Mil. From Collateral for White Cliffs
SEMGROUP LP: Court Clears Sale of Branded Products Unit for $6.5MM
SEMGROUP LP: Weil Gotshal Bills $17.9 Million for Bankruptcy Work

SEMGROUP LP: New Dominion Seeks Release of $1,245,594 in Funds
SILICON GRAPHICS: Appoints Weinert Chief Restructuring Officer
SIX FLAGS: Obtains $53MM Time Warner Loan to Fund 'Put' Options
SK FOODS: Files for Chapter 11 Bankruptcy Protection
SOLUTION TECHNOLOGY: Emerges from Ch. 11; Lender to Get 91% Stake

STAR TRIBUNE: Seeks Court Okay to Reject Pact With Drivers
STOCK BUILDING: To Sell Stake to Gores Building Under Plan
SUNTRUST BANKS: To Sell $1.25BB in Shares & $300MM in Securities
THE CHARDON RUBBER: Case Summary & 20 Largest Unsecured Creditors
THOMAS REED HOUSE: Voluntary Chapter 11 Case Summary

TJ3 STYLES: Closes Thomasville Home After Ch 7 Bankruptcy Filing
TRIBUNE CO: Warren Beatty Asks Court to Dismiss Dick Tracy Suit
TRIBUNE CO: Court OKs CW Network Station Affiliation Agreements
TRIBUNE CO: Sidley Austin Bills $1.7MM, A&M $1.3MM for March Work
TRIBUNE CO: To Sell Westline Property for $6,050,000

TRIBUNE CO: U.S. Trustee Balks at Payment of Severance, Incentives
TRILOGY DEVELOPMENT: Files for Chapter 11 Bankruptcy Protection
TRILOGY DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
TRUMP ENTERTAINMENT: Plaza Hotel Seeks to Recover Casino Rent Fees
TXCO RESOURCES: Files for Bankruptcy, Secures $32MM DIP Loan

US BANCORP: Fitch Affirms Support Rating Floor at 'BB-'
USI HOLDING: S&P Retains 'CCC' Rating on $225 Mil. Senior Notes
WILSON ALVAREZ LUNA: Case Summary & 20 Largest Unsecured Creditors
WELLCARE HEALTH: Resolves SEC Accounting Probe
WINMAR PIZZA: Case Summary & 20 Largest Unsecured Creditors

YELLOWSTONE CLUB: Credit Suisse Asks Court to Say It Won Auction
YOUNG BROADCASTING: Court Dismisses Allan-Miodownik Appeal

* Fitch Puts Ratings on Nine Banking Companies on Negative Watch

* Large Companies With Insolvent Balance Sheets


                            *********


ABITIBIBOWATER INC: Levin Group Seeks $77MM for Merger Advice
-------------------------------------------------------------
The Levin Group, L.P., has filed a motion before the U.S.
Bankruptcy Court for the District of Delaware for relief from the
automatic stay to allow it to proceed with certain litigation
involving state law claims by and against Bowater Incorporated.

In 2007, Bowater engaged in an acquisition by combination of
Abitibi-Consolidated Inc. to form AbitibiBowater, Inc., which
combination is partly the subject of the underlying litigation.
In the state court action, Levin Group asserted an $88 million
counterclaim against Bowater for breach of an agreement entered by
the parties.  The engagement letter provided that TLG would be
entitled to a transaction fee (defined as 2% of the enterprise
value of a transaction) on all completed transactions for which
TLG rendered financial advisory services at Bowater's request.

Representatives of Bowater directed TLG to evaluate and advise
Bowater with respect to the proposed acquisition, and the Bowater-
Abitibi transaction was finalized on or about August 2007.
Despite TLG's extensive work on the Abitibi matter, Bowater
refused to pay the agreed upon transaction fee.

According to TLG, no great prejudice to Bowater or the ABH estate
will result by allowing the litigation to proceed.  Because the
case is already pending in South Carolina, representation would be
provided by the Debtors' local counsel.

                     About AbitibiBowater Inc.

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

               Out-of-Court Restructuring Effort

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

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

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

                       Bankruptcy Filing

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

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

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

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

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


ALOHA AIRLINES: Judge Rejects Sale of Aloha Name to Yucaipa
-----------------------------------------------------------
According to Bloomberg's Bill Rochelle, the U.S. Bankruptcy Court
for the District of Hawaii entered a decision saying that the
bankruptcy trustee for Aloha Airlines Inc. may not sell the
defunct carrier's name to company owner and second-lien creditor
Yucaipa Cos. because the trademark would in turn be sold to Mesa
Air Group Inc., the regional airline whose Go! airline allegedly
used confidential information and predatory tactics to drive Aloha
and Hawaiian Airlines into bankruptcy.

The report relates that in a 22-page decision, Judge Lloyd King
concluded that Mesa should be considered a co-purchaser of the
Aloha name along with Yucaipa.  Judge King said that Mesa
inflicted "great harm" on Aloha and its thousands of employees and
he couldn't allow Mesa "to perfect its wrongdoing by becoming
Aloha."

Yucaipa offered to bid some of the $85 million to $90 million in
secured debt it's owed in exchange for the Aloha mark.  In passing
the Aloha name along, Mesa would have paid Yucaipa $6 million over
10 years.  The Aloha trustee would have received 5 percent under
previous agreements, the report said.

                        About Aloha Airlines

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

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

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

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


ALERIS INT'L: 42 Debtors File Schedules and Statements
------------------------------------------------------
Forty-two debtor affiliates of Aleris International, Inc., filed
with the U.S. Bankruptcy Court for the District of Delaware
separate schedules of assets and liabilities:

Debtor Entity                         Assets      Liabilities
-------------                      ------------  --------------
IMCO International, Inc.           $928,528,034  $3,147,872,460
Commonwealth Industries, Inc.       883,362,627   2,688,794,024
Commonwealth Aluminum Metals, LLC   260,440,530   2,756,937,788
CA Lewisport, LLC                   241,523,422   2,688,794,049
Aleris Nevada Management, Inc.      218,247,860     493,319,464
Silver Fox Holding Company          184,260,196   2,688,794,024
CI Holdings, LLC                    182,337,246   2,688,794,024
Commonwealth Aluminum Lewisport     163,775,234   2,695,935,406
Alsco Holdings, Inc.                144,024,645   2,688,794,024
Aleris Light Gauge Products, Inc.   109,840,548     488,033,285
Alsco Metals Corporation            109,111,892   2,696,625,816
Alchem Aluminum Shelbyville Inc.     97,491,797   2,688,987,297
Commonwealth Aluminum Concast, Inc.  76,801,407   2,691,483,524
Wabash Alloys, L.L.C.                66,991,775     508,708,749
Commonwealth Aluminum, LLC           65,149,815   2,688,794,034
Aleris Ohio Management, Inc.         63,298,306   2,820,518,547
Alchem Aluminum                      48,585,736   2,695,907,837
Aleris Aluminum U.S. Sales, Inc.     23,947,011   2,692,156,559
Rock Creek Aluminum, Inc.            19,727,063   2,689,855,050
IMCO Recycling of Ohio Inc.          15,135,307   2,690,667,192
ETS Schaefer Corporation             12,666,786   2,698,721,904
Aleris Blanking and Rim Products     10,803,898   2,710,724,175
IMCO Recycling of Illinois, Inc.      9,304,460   2,690,021,593
IMCO Investment Company               8,445,658   2,688,794,024
Alumitech, Inc.                       6,716,775   2,695,726,191
IMCO Recycling of Idaho, Inc.         6,695,622   2,689,515,649
IMCO Recycling of Michigan, L.L.C.    5,766,720   2,689,223,939
Alumitech of West Virginia, Inc.      4,742,181   2,690,271,305
IMSAMET, Inc.                         4,096,689   2,688,794,024
Alumitech of Wabash, Inc.             3,079,071   2,690,003,416
Alumitech of Cleveland, Inc.          2,510,527   2,689,308,478
IMCO Recycling of Utah Inc.           1,502,863   2,688,794,024
IMCO Indiana Partnership L.P.         1,013,933   2,688,833,276
AWT Properties, In                      799,943   2,688,794,024
IMCO Management Partnership, L.P.      628,294    2,688,925,405
Commonwealth Aluminum Sales Corp.      210,609    2,689,457,747
Commonwealth Aluminum Tube Enterprises       6    2,688,797,671
Aleris Aluminum Europe, Inc.                 0    2,688,794,024
Aleris, Inc.                                 0    2,688,794,024
IMCO Recycling of California, Inc.           0    2,688,794,024
IMCO Recycling of Indiana Inc                0    2,688,794,024
IMCO Recycling Services Company              0    2,688,794,024

Certain other assets and liabilities of the Debtors have not yet
been determined as of May 12, 2009.

The 42 debtor-subsidiaries also filed statements of financial
affairs with the Court on May 12.  Each of the Debtors disclosed
that they earned net income or suffered net losses from the
operation of their businesses during the two years prior to the
Petition Date:

                                   Net Income (Net Loss)
                         --------------------------------------
                         01/01/09 -
Debtor Entity           02/12/09         2008          2007
-------------           ----------   ------------  -----------
IMCO International Inc  (4,379,796)  (37,693,273)  (37,697,086)

Commonwealth
Industries, Inc.        (2,019,791) (537,527,401)  (19,508,627)

Commonwealth
Aluminum Metals, LLC   (12,358,990)  (82,193,456)   68,300,137

CA Lewisport, LLC                -          (177)      (46,133)

Aleris Nevada
Management, Inc.        24,832,363    55,876,959     1,034,036

Silver Fox
Holding Company                  -             -             -

CI Holdings, LLC                 -      (108,779)       64,174

Commonwealth
Aluminum Lewisport     (11,930,617)  (53,387,361)  (51,293,355)

Alsco Holdings, Inc.             -             -             -

Aleris Light
Gauge Products, Inc.    (3,817,333)  (22,017,240)   (7,340,402)

Alsco Metals
Corporation             (6,397,421) (138,276,415)  (12,764,295)

Alchem Aluminum
Shelbyville Inc.          (653,959)  (13,143,149)   (3,362,327)

Commonwealth
Aluminum Concast, Inc.  (1,705,667)  (16,589,225)  (19,199,106)

Wabash Alloys, L.L.C.   (9,337,381)  (74,328,204)  (11,242,128)

Commonwealth Aluminum, LLC       -          (166)      (12,267)

Aleris Ohio
Management, Inc.        (9,580,623)    1,414,983   (10,459,789)

Alchem Aluminum         (3,106,651)    1,898,486   (14,327,804)

Aleris Aluminum
U.S. Sales, Inc.            73,037       725,954     4,451,296

Rock Creek
Aluminum, Inc.            (420,426)   (4,339,791)     (410,534)

IMCO Recycling
of Ohio Inc.              (977,685)   (5,063,316)   (2,760,879)

ETS Schaefer Corporation   (63,815)      256,557       468,512

Aleris Blanking
and Rim Products          (912,383)   (6,118,430)   (6,171,196)

IMCO Recycling
of Illinois, Inc.          415,041    (4,913,260)     (893,074)

IMCO Investment Company     (1,277)      (10,644)      (10,801)

Alumitech, Inc.               (811)       (5,920)        2,003

IMCO Recycling
of Idaho, Inc.            (177,278)   (7,453,900)    1,268,089

IMCO Recycling
of Michigan, L.L.C.       (580,893)  (17,432,085)    4,470,620

Alumitech of West
Virginia, Inc.            (346,291)    3,660,691     5,885,351

IMSAMET, Inc.                7,466      (704,020)       70,300

Alumitech of Wabash, Inc. (171,738)      215,606     1,331,883

Alumitech of Cleveland Inc (331,850)     940,996    (1,183,438)

IMCO Recycling
of Utah Inc.                     -      (397,749)      (70,095)

IMCO Indiana
Partnership L.P.          (134,395)   (1,489,527)     (224,031)

AWT Properties, Inc.       (14,099)     (121,460)     (219,411)

IMCO Management
Partnership, L.P.         (617,548)   (4,995,899)   (5,736,744)

Commonwealth Aluminum
Sales Corp.                (82,866)      (14,120)      288,813

Commonwealth Aluminum
Tube Enterprises           (15,191)     (225,391)     (435,961)

Aleris Aluminum Europe, Inc.     -             -             -

Aleris, Inc.                     -             -             -

IMCO Recycling
of California, Inc.              -             -             -

IMCO Recycling of Indiana Inc    -             -             -

IMCO Recycling Services Company  -             -             -

Commonwealth Aluminum earned $6,423,040 from emissions credit, in
addition to income earned from operations in 2008.  Wabash Alloys,
L.L.C. also earned income from real estate of $495 for the period
from January 1 to February 12, 2009; about $5,934 during 2008; and
$1,978 in 2007.  Alumitech of Wabash earned income from real
estate of $1,250 for the period from January 1 until February 12,
2009, and $15,000 for each year in 2008 and 2007.

During the 90 days before the Petition Date, these Debtor entities
paid their creditors these aggregate amounts:

   Debtor                                          Amount
   ----------                                   -----------
   Aleris Nevada Management, Inc.               $41,307,748
   Alsco Metals Corporation                      10,582,273
   Aleris Light Gauge Products, Inc.              2,267,818
   ETS Schaefer Corporation                       1,293,125
   Wabash Alloys, L.L.C.                            887,545
   Aleris Blanking and Rim Products, Inc.           544,768

Within one year before the Petition Date, Commonwealth Aluminum
Lewisport LLC paid insiders a total $573,738, while Aleris Ohio
Management, Inc., paid insiders $6,693,834, in the aggregate.

Within one year immediately prior to the Petition Date, the
entities are or were a party to lawsuits and administrative
proceedings, lists of which are available for free at:

  * Commonwealth Industries, Inc., at:
    http://bankrupt.com/misc/suit_comIndstrs.pdf

  * Commonwealth Aluminum Lewisport, LLC, at:
    http://bankrupt.com/misc/suit_comlwsport.pdf

  * Alsco Metals Corporation at:
    http://bankrupt.com/misc/suit_alscometal.pdf

  * Alchem Aluminum Shelbyville Inc., at:
    http://bankrupt.com/misc/suit_alchemshelby.pdf

  * Commonwealth Aluminum Concast, Inc., at:
    http://bankrupt.com/misc/suit_comconcst.pdf

  * Alchem Aluminum, at:
    http://bankrupt.com/misc/suit_alchemalum.pdf

  * Rock Creek Aluminum, Inc., at:
    http://bankrupt.com/misc/suit_rockcrk.pdf

  * IMCO Recycling of Illinois, Inc., at:
    http://bankrupt.com/misc/suit_ImcoIllinois.pdf

  * IMCO Recycling of Idaho, Inc., at:
    http://bankrupt.com/misc/suit_ImcoIdaho.pdf

  * Alumitech of West Virginia, Inc., at:
    http://bankrupt.com/misc/suit_alumitchwvirg.pdf

  * IMSAMET, Inc., at:
    http://bankrupt.com/misc/suit_imsamet.pdf

  * Commonwealth Aluminum Tube Enterprises, LLC, at:
    http://bankrupt.com/misc/suit_comalumtube.pdf

In February 2009, IMSAMET, Inc., transferred to its parent,
IMSAMET of Arizona to IMSAMET of Arizona Holding Company, LLC, its
interest in IMSAMET of Arizona.

The Aleris Entities disclose that they retain a significant amount
of scrap, dross and other raw material owned and delivered to them
by their customers, pursuant to certain tolling agreements.  These
items have been excluded from the Statements of Financial Affairs,
including those items returned by the customers and held by the
Aleris Entities for rework to conform to specifications.  The
Aleris Entities also said they have excluded from the Statements
amounts received as deposit or advance payment from the customers.

More than 10 Aleris Entities are parties to judicial proceedings
or settlements under certain environmental law:

  (a) Alsco Metals Corporation,
  (b) Alumitech of Cleveland,
  (c) Alumitech of Wabash, Inc.,
  (d) Alumitech of West Virginia, Inc.,
  (e) CI Holdings,LLC,
  (f) Commonwealth Aluminum Concast, Inc.,
  (g) Commonwealth Aluminum Lewisport, LLC,
  (h) IMCO Indiana Partnership, L.P.,
  (i) IMCO Recycling of Illinois, Inc.,
  (j) IMCO Recycling of Indiana, Inc.,
  (j) IMCO Recycling of Michigan, Inc.,
  (k) Rock Creek Aluminum, Inc., and
  (l) Wabash Alloys, L.L.C..

                    About Aleris International

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

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

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


ALERIS INT'L: Files Schedules and Statement of Financial Affairs
----------------------------------------------------------------
Aleris International Inc. filed with the U.S. Bankruptcy Court for
the District of Delaware on May 12, 2009, its schedule of assets
and liabilities, disclosing:

A.  Real Property
      Plant in Morgantown, Kentucky                  $8,726,072
      Plant in Sapulpa, Oklahoma                      2,916,723
      Office in Rockwood, Tennessee                   1,005,966
      Plant in Loudon, Tennessee                      3,076,764

B.   Personal Property
B.1  Cash on hand                                            26
B.2  Bank Accounts
       JP Morgan Chase Bank, N.A.,
         Money Market Investment Account              2,927,213
         Cash Concentration Account                      98,433
         Debit Account                                      395
         Negative Cash Adjustment Account              (666,067)
       PNC Bank, N.A.
         Cash Concentration Account                      50,000
         Negative Cash Adjustment Account            (2,291,373)
       BB&T Corp                                          3,393
       Morgantown Bank & Trust                            3,100
       American Heritage Bank                             2,280
B.3  Security Deposits
       OG&E - 2111363920 1820593 64                       8,628
       Sentry Insurance - 90-15924-ALE                   89,000
       Rockwood Electric Utility                          5,000
B.9  Interests in Insurance Policies                    691,470
       See http://bankrupt.com/misc/alerisIntl_insurnce.pdf
B.13 Business Interests and stocks                1,573,141,308
       See http://bankrupt.com/misc/alerisIntl_stocks.pdf
B.14 Interests in partnerships
       Dutch Aluminum C.V. (FTR 320)                 30,461,857
       IMCO Management Partnership, L.P (FT 001)       (167,535)
       IMCO Management Partnership, L.P (FT 014)         83,651
B.16 Accounts Receivable                            804,724,625
       See http://bankrupt.com/misc/alerisIntl_acctsrcvbl.pdf
B.18 Other Liquidated Debts
       Tax refund - Regional Income Tax Agreement        10,000
       Tax refund - State of Arizona                      8,900
       Tax refund - State of Illinois                    64,000
B.21 Other Contingent & Unliquidated Claims           3,782,933
B.22 Patents                                       Undetermined
       See http://bankrupt.com/misc/alerisIntl_patents.pdf
B.23 Licenses, Franchises and General Intangibles
       Customer Base                                  6,800,000
       Customer Base - Accum. Depreciation           (2,398,214)
       Debt Costs                                    23,798,710
       Debt Costs - Accum. Depreciation              (6,140,391)
       Goodwill                                      33,212,619
       Technology                                     3,800,000
       Technology - Accum. Depreciation                (812,558)
B.25 Vehicles                                            71,386
B.28 Office equipment, furnishings and supplies
       Computer software & equipment                    236,210
       Office furniture & equipment                      55,810
       Construction in progress                              40
B.29 Machinery
       Machinery & equipment                         13,999,128
       Mobile equipment                               4,444,073
       Pollution control equipment                    7,447,285
       Construction in progress                       4,979,386
B.30 Inventory
       Finished goods                                 1,416,443
       Inventory supplies                             1,009,133
       Raw materials                                    407,824
       Stores                                           399,870
B.35 Other Personal Property
       Accumulated depreciation                     (13,435,023)
       Current deferred tax assets                   (3,827,308)
       Hedging cash collateral
         Constellation New Energy                     4,478,320
         Koch Supply & Trading L.P.                     983,160
         MF Global UK Ltd.                            2,955,280
         Natixis Commodity Markets Ltd.                 153,100
       Inv. - marketable equity security                  4,059
       L/T Assets held for sale                         151,000
       L/T Defered tax assets                        (1,911,762)
       Leasehold improvements                             3,100
       Other current assets                                (535)
       Other long-term assets                             2,442
       Prepaid - general                              9,655,780

     TOTAL SCHEDULED ASSETS                      $2,520,695,129
     ==========================================================

C.  Property Claimed as Exempt                   Not Applicable

D.  Secured Claim
      Deutsche Bank AG New York Branch
        Seven-Year ABL Credit Facility           $1,190,789,902
        Five-Year ABL Credit Facility               379,285,661
        Letters of Credit                          Undetermined
        Hedging Agreement                          Undetermined
      AFCO Commercial Premium Finance Pact         Undetermined
      J. Aron & Company Hedging Agreement          Undetermined
      TPG Capital, L.P. Hedging Agreement          Undetermined
      Koch Supply & Trading L.P. Derivatives       Undetermined
      MF Global UK Ltd. Derivatives                Undetermined
      UCC Financing Statements
        Armitech Credit Corporation                Undetermined
        Citibank, N.A.                             Undetermined
        CitiCapital Technology Finance, Inc.       Undetermined
        Comdoc Inc.                                Undetermined
        Constellation NewEnergy, Gas Division LLC  Undetermined
        HERC Exchange, LLC                         Undetermined
        JB Commodities (Overseas) Ltd.             Undetermined
        LaSalle National Leasing Corporation       Undetermined
        Midwest Metals Corporation                 Undetermined
        Noble Americas Corp                        Undetermined
        Rudd Equipment Company                     Undetermined
        Toyota Material Handling, U.S.A., Inc.     Undetermined
        U.S. Bank N.A.                             Undetermined
        United Rentals (North America), Inc.       Undetermined
        Wayne Supply Company                       Undetermined
      JPMorgan Chase Bank, as Trustee on
        Loan Agreement re Morgantown, KY,
        Solid Waste Disposal Facilities Revenue
        Bonds Series 2004                          Undetermined

E.  Unsecured Priority Claims                                 0

F.  Unsecured Non-priority Claims                 1,165,387,794
    See http://bankrupt.com/misc/alerisIntl_SchedF.pdf

     TOTAL SCHEDULED LIABILITIES                 $2,735,463,357
     ==========================================================

Aleris International also filed its statement of financial
affairs.  Sean M. Stack, executive vice president and chief
financial officer, reports that the Company earned income, as well
as incurred losses, from its business operations during the two
years immediately preceding the Petition Date:

    Period              Source                       Amount
    ------              ------                    ------------
    2009 thru 02/12/09  Net Income                ($31,787,614)
    2008                Net Income                ($98,775,535)
    2007                Net Income                 $50,871,353

Aleris International also earned income and incurred loss from its
discontinued operations during the two years immediately prior to
the Petition Date:

    Period     Source                                 Amount
    ------     ------                              ------------
    2009 thru
     02/12/09  Income on Discontinued Operations             $0
    2008       Income on Discontinued Operations     $3,334,881
    2007       Income on Discontinued Operations    ($4,328,483)

The Company made payments, aggregating $350,932,291, to creditors
within 90 days immediately preceding the Petition Date, a list of
which can be accessed at no charge at:

        http://bankrupt.com/misc/alerisInt_90daypymnts.pdf

Moreover, within one year immediately preceding the Petition Date
Aleris International made payments, totaling $9,232,199, to
creditors who are insiders, a list of which is available for free
at http://bankrupt.com/misc/alerisIntl_Insidrpymnts.pdf

Within one year immediately prior to the Petition Date, the
Company paid six professionals for consultation services
concerning debt consolidation.  A list of the professionals and
the corresponding payments is available for free at:

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

During the one year prior to the Petition Date, Aleris
International was a party to 12 lawsuits, a list of which is
available for free at:

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

In the same period, the Company gave gifts to certain parties, a
list of which can be accessed at no charge at:

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

In September 2008, Aleris International incurred $15,000 in wind
damage in one of its properties.  No claim was filed as the loss
was below the property deductible.

Mr. Stack relates that within two years to the Petition Date, the
Company received $1,950,000 in dividends, and $287,232,631 from
the sale of U.S. Zinc Corporation.  Four of the Company's accounts
with PNC Bank and an account with American Heritage Bank were
closed within a year to the Petition Date.  At the time of the
account closures, the American Heritage Account had $15,851, a
cash concentration account with PNC Bank had $1,173,707, and the
other three accounts had zero balances.

Aleris International, according to Mr. Stack, routinely incurs, in
the ordinary course of their business, set-offs and other similar
rights from customers or suppliers resulting from, among others,
intercompany transactions, pricing discrepancies, returns and
warranties, and from disputes with customers and suppliers.
Due to the volume of the transactions, the Company has not
independently accounted for those set-offs.  Moreover, the Company
retains a significant amount of scrap, dross and other raw
materials owned and delivered, pursuant to tolling agreements, by
its customers.  The Company sells inventory to its customers, in
the ordinary course of business, and may hold deposits or advance
payments from customers.

Within three years before the Petition Date, Aleris International
has occupied and vacated its premises at 397 Black Hollow Road, in
Rockwood, Tennessee.

The Company is also a party to several judicial and administrative
proceedings with respect to certain environmental laws, a list of
which is available for free at:

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

Within six years to the Petition Date, Aleris International owns
at least 5% of the voting or equity securities in 20 companies, a
list of which is available for free at:

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

Several individuals kept or supervised the Company's books of
accounts and records within two years immediately prior to the
Petition Date.  A list of those individuals can be accessed for
free at http://bankrupt.com/misc/alerisIntl_bookkprs.pdf Ernst &
Young audited the Company's books of accounts and records within
two years before the Petition Date.

As parent company, Aleris International is a registrant pursuant
to Securities Exchange Act of 1934, so that it may have provided
financial information in the ordinary course to banks, bond
holders, customers, suppliers, rating agencies and other
interested parties.

Aleris International is 100% owned by Aurora Acquisitions
Holdings, Inc.  A complete list of officers and directors of the
Company, who directly and indirectly own at least 5% of the Aleris
International's voting or equity securities, is available for free
at http://bankrupt.com/misc/alerisIntl_offcrs.pdf

Within one year from the Petition Date, the Company terminated its
relationship with Timothy T. Griffith, its senior vice president
and treasurer; Joseph M. Mallak, SVP for finance, chief accounting
officer and controller; and Galdino Claro, executive vice
president and CEO of Aleris Americas.

Within six years to the Petition Date, Aleris International also
contributed to nine pension funds, a list of which is available
for free at http://bankrupt.com/misc/alerisIntl_pensionfunds.pdf

                    About Aleris International

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

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

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


ALERIS INT'L: Seeks to Expand Scope of Ernst & Young's Services
---------------------------------------------------------------
Aleris International Inc. and its affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to expand
the scope of services rendered by Ernst & Young LLP to include
auditing services, pursuant to an engagement letter dated
April 21, 2009.

Under the original Ernst & Young retention order, the firm is
expected to provide the Debtors 2008 audit services nunc pro tunc
to the Petition Date.  With respect to the April 2009 engagement
letter, the firm will be employed to provide additional audit
services, specifically to:

   (a) audit and report on consolidated financial statements of
       the Debtors for the year ended December 31, 2009;

   (b) audit and report on the effectiveness of the Debtors'
       internal control over financial reporting as of
       December 31, 2009; and

   (c) review the Debtors' unaudited interim financial
       information.

The Debtors will pay Ernst & Young for the additional services,
pursuant to the terms of the April 2009 engagement letter, a copy
of which is available for free at:

   http://bankrupt.com/misc/aleris_EYapri2009enggmntltr.pdf

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

The Debtors also ask the Court to amend the description of Ernst &
Young's scope of services in the original retention order to
eliminate erroneous reference to tax advisory services.

Ernst & Young reiterates to the Court that it is a disinterested
person within the meaning of Section 101(14) of the Bankruptcy
Code.

The Court will convene a hearing for the Debtors' supplemental the
request on June 3, 2009.  Objections are due no later May 26.

                    About Aleris International

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

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

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


ALLIANT HOLDINGS: S&P Retains 'CCC' Rating on $265 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
recovery rating of '6' to Alliant Holdings I Inc.'s $265 million
of senior unsecured notes, while leaving the issue-level rating on
these securities unchanged at 'CCC' (two notches lower than the
'B-' counterparty credit rating on the company).  A recovery
rating of '6' indicates S&P's expectation of negligible (0%-10%)
recovery for lenders in the event of a payment default.

Standard & Poor's rates Alliant Holdings I Inc.'s $385 million
senior secured term loan B and $60 million revolving credit
facility 'B' (one notch higher than the 'B-' counterparty credit
rating on the company).  The recovery rating is '2', indicating
S&P's expectation of substantial (70%-90%) recovery for lenders in
the event of a payment default.


AMERICAN INTERNATIONAL: Fitch Cuts Issuer Default Rating to 'BB'
----------------------------------------------------------------
In connection with the overall rating actions taken on American
International Group, Inc., Fitch Ratings has downgraded the long-
term and short-term Issuer Default Ratings of American General
Finance Corp. and related affiliates and/or subsidiaries.
Approximately $23 billion of debt is affected by this action.

Fitch has downgraded the IDR and outstanding debt ratings of AGFC:

  -- Long-term IDR downgraded to 'BB' from 'BBB', placed on Rating
     Watch Negative;

  -- Senior unsecured debt downgraded to 'BB' from 'BBB', placed
     on Rating Watch Negative;

  -- Short-term IDR downgraded to 'B' from 'F1' and withdrawn;

  -- Commercial paper downgraded to 'B' from 'F1' and withdrawn.

The downgrade on AGFC stems primarily from Fitch's view of AIG's
reduced long-term willingness and ability to provide financial
support to AGFC.  Fitch believes that AGFC is not viewed as a core
part of AIG's franchise and support beyond maintaining timely
repayment of near-term obligations is not envisioned.  Fitch is
mindful of AIG's net worth maintenance agreement under AGFC's
fully drawn bank lines.  A portion of these lines come due in
June/July 2009; however, AGFC may extend the maturity on these
lines for another year.

Given AGFC's ownership and business challenges, Fitch believes
that AGFC may transition into a portfolio liquidation scenario to
preserve liquidity and reduce funding needs.  Fitch views the
present independent consumer finance branch-based business model
as unsustainable under the current market conditions.  The ratings
for AGFC are placed on Rating Watch Negative in recognition of the
various paths that AGFC may follow and challenges it may encounter
as it navigates in a difficult operating environment.

Fitch expects market conditions for AGFC's collection and
liquidation activities to remain challenged for the foreseeable
future.  AGFC's operating performance continues to show
deterioration due to increased provision expenses for growing
defaults.  Fitch expects AGFC's operating performance to remain
weak throughout 2009, primarily due to the ongoing housing market
correction coupled with weakening consumer finances.  Although
AGFC is experiencing higher defaults, its relative performance
compares well to peers.

Fitch has downgraded these ratings and placed them on Rating Watch
Negative:

American General Finance, Inc.

  -- Long-term IDR to 'BB' from 'BBB';
  -- Senior debt to 'BB' from 'BBB'.

American General Finance Corp.

  -- Long-term IDR to 'BB from 'BBB';
  -- Senior debt to 'BB' from 'BBB'.

AGFC Capital Trust I

  -- Preferred stock to 'B' from 'BB'.

American General Finance, Inc.

  -- Short-term IDR to 'B' from 'F1'; then withdrawn.
  -- Commercial paper to 'B' from 'F1'; then withdrawn.

American General Finance, Corp.

  -- Short-term IDR to 'B' from F1'; then withdrawn
  -- Commercial paper to 'B' from 'F1'; then withdrawn.

CommoLoCo Inc.

  -- Short term IDR to 'B' from 'F1'; then withdrawn.
  -- Commercial paper to 'B' from 'F1'; then withdrawn.


AMERICAN INTERNATIONAL: Fitch Cuts Ratings on Various Bonds to 'B'
------------------------------------------------------------------
Fitch Ratings has downgraded various American International Group
ratings, including the Issuer Default Rating to 'BBB' from 'A' and
the Insurer Financial Strength ratings on the company's insurance
subsidiaries.  Fitch has affirmed AIG's short-term IDR and
commercial paper ratings at 'F1'.  A detailed list of rating
actions on AIG and its subsidiaries follows the end of the
commentary.

The downgrade in the property/casualty subsidiaries' IFS ratings
to 'A+' from 'AA-' is based on a perceived decline in their
competitive positioning derived from the organization's financial
difficulties, along with the effect this stress is likely to have
on AIG's near-to-mid-term operating results.  While Fitch believes
that AIG has taken reasonable steps to protect its competitive
positioning and franchise value in light of these difficulties,
including the formation AIU Holdings, Inc. to serve as part of a
re-branding campaign, the agency views the necessity of such
measures as symptomatic of the deterioration of the franchise and
inconsistent with the 'AA' category ratings.  The downgrades also
reflect AIG's property/casualty subsidiaries' recent operating
trends, the results of which Fitch generally views as lagging
those of their peers.  Fitch believes that AIG's foreign general
insurance unit's operating trends have been less affected by the
organization's difficulties.

Fitch's concurrent decision to downgrade the ratings of AIG's
domestic life and retirement services insurance subsidiaries to
'A-' reflects ongoing concerns about the entities' asset quality
as well as the effect of AIG's well-publicized difficulties on new
sales trends and sustainability of in-force business.  In 2008,
the parent made significant capital contributions to help offset
investment losses primarily from the company's securities lending
business as well as operating losses from increased reserves
related to equity-linked products.  Despite the impairments
recognized in 2008, unrealized loss position in the life unit's
bond portfolio remains high.

Fitch's downgrade of AIG's foreign life units, AIA Bermuda and
ALICO, by one notch to 'A+' reflects ongoing exposure to broader
AIG issues including securities lending operations.  These ratings
remain on Rating Watch Evolving as the company has put AIA and
ALICO on a path toward separation from AIG.  These businesses are
expected to ultimately be divested, possibly through an IPO in the
near term if market conditions allow.  Therefore, Fitch may
upgrade the ratings if stand-alone profile and capital structure
support a higher rating.  Conversely, Fitch may downgrade the
rating if the divestiture plan is not favorably executed.

The downgrade of the holding company ratings reflects standard
notching from the revised IFS ratings, as well as above average
financial leverage and below average coverage.  Fitch projects
AIG's ratio of holding company issued or guaranteed debt-to-
tangible capital at March 31, 2009 to be in a range of 30-35%
including some adjustments.  Based on historical operating
earnings generated by AIG's property/casualty subsidiaries, that
under one likely restructuring scenario will support debt service
post-restructuring, Fitch estimates AIG's holding company issued
or guaranteed debt interest coverage to be a comparatively modest
1.5x-2.0x.  In contrast, property/casualty holding companies with
'A' range IDR typically have debt-to-tangible capital ratios in
the 20-25% range, and coverage in the 5.0x-10.0x range.

Fitch believes U.S. government support of AIG currently remains
strong.  However, the agency believes that once systemic risks
abate, the U.S. government would likely not provide additional
funding, if needed, simply to support ratings at the former
levels.  Further, with recent downward rating migration in the
insurance sector, Fitch believes that the AIG insurance
organization that emerges from the restructuring could be viable
and competitive at lower rating levels than the organization held
historically.

The affirmation of the 'F1' commercial paper and short-term IDRs
reflects the very strong near term liquidity profile provided by
the continuing U.S. government support.  Over time, Fitch would
expect the Short-term ratings to migrate downward to more closely
align with the Long-term ratings.

The Evolving Rating Outlook on AIG holding company as well as all
insurance subsidiaries other than Foreign Life reflects Fitch's
view that AIG and subsidiaries could emerge from the
organization's restructuring with a credit profile supportive of
higher ratings if the restructuring goes as planned.  However,
significant execution and market risks persist which could lead to
downward rating migration if the restructuring is unsuccessful.

Fitch placed AIG's domestic and retirement services insurance
subsidiaries on Rating Watch Evolving on Sept. 17, 2008 where they
remained as AIG disclosed plans to offer the entities for sale as
part of its plan to raise funds to repay borrowings under its
credit facility with the Federal Reserve Bank of New York.  During
this time, the Evolving Rating Watch was intended to indicate that
Fitch believed that AIG's life insurance subsidiaries could
ultimately be purchased by an entity with a credit profile that
could be supportive of the subsidiaries' existing 'AA-'ratings.
The decision to remove the ratings from Rating Watch Evolving
reflects Fitch's belief that given market conditions, a sale of
AIG's domestic life and retirement services subsidiaries will be
difficult to accomplish for the foreseeable future.

Fitch has taken these rating actions on AIG and subsidiaries:

American International Group, Inc.

  -- Long-term IDR downgraded to 'BBB' from 'A'; Outlook Evolving;

  -- Senior debt downgraded to 'BBB' from 'A';

  -- Short-term IDR affirmed at 'F1';

  -- 6.25% series A-1 junior subordinated debentures due March 15,
     2087 downgraded to 'B' from 'BB';

  -- 5.75% series A-2 junior subordinated debentures due March 15,
     2067 downgraded to 'B' from 'BB';

  -- 4.875% series A-3 junior subordinated debentures due March
     15, 2067 downgraded to 'B' from 'BB';

  -- 6.45% series A-4 junior subordinated debentures due June 15,
     2077 downgraded to 'B' from 'BB';

  -- 7.7% series A-5 junior subordinated debentures due Dec. 18,
     2062 downgraded to 'B' from 'BB';

  -- 8.175% series A-6 junior subordinated debentures due May 15,
     2058 downgraded to 'B' from 'BB';

  -- 8% series A-7 junior subordinated debentures due May 22, 2038
     downgraded to 'B' from 'BB';

  -- 8.625% series A-8 junior subordinated debentures due May 22,
     2068 downgraded to 'B' from 'BB'

  -- 5.67% series B-1 debentures due Feb. 15, 2041 downgraded to
     'B' from 'BB';

  -- 5.82% series B-2 debentures due May 1, 2041 downgraded to 'B'
     from 'BB';

  -- 5.89% series B-3 debentures due Aug. 1, 2041 downgraded to
     'B' from 'BB';

AIG Funding, Inc.

  -- Commercial paper affirmed at 'F1'.

AIG International, Inc.

  -- Long-term IDR downgraded to 'BBB' from 'A'; Outlook Evolving;
  -- Senior debt downgraded to 'BBB' from 'A'.

AIG Life Holdings (US), Inc. (formerly American General Corp.)

  -- Long-term IDR downgraded to 'BBB' from 'A'; Outlook Negative;
  -- Senior debt downgraded to 'BBB' from 'A';

ASIF Program
ASIF II Program
ASIF III Program
ASIF Global Financial Program

  -- Program ratings downgraded to 'A-' from 'AA-'

International Lease Finance, Corp.

  -- Long-term IDR downgraded to 'BBB' from 'A'; remains on Rating
     Watch Evolving;

  -- Senior unsecured debt downgraded to 'BBB' from 'A'; remains
     on Rating Watch Evolving;

  -- Preferred stock 'downgraded to 'BB' from 'A-; remains on
     Rating Watch Evolving;

  -- Short-term IDR downgraded to 'F2' from 'F1': remains on
     Rating Watch Evolving;

  -- Commercial paper downgraded to 'F2' from 'F1'; remains on
     Rating Watch Evolving.

American General Finance, Inc.

  -- Long-term IDR downgraded to 'BB' from 'BBB' and placed on
     Rating Watch Negative;

  -- Short-term IDR downgraded to 'B' from 'F1' and withdrawn;

  -- Commercial paper downgraded to 'B' from 'F1' and withdrawn.

American General Finance Corp.

  -- Long-term IDR downgraded to 'BB' from 'BBB' and placed on
     Rating Watch Negative;

  -- Senior debt downgraded to 'BB' from 'BBB' and placed on
     Rating Watch Negative.

  -- Short-term IDR downgraded to 'B' from 'F1' and withdrawn;

  -- Commercial paper downgraded to 'B' from 'F1' and withdrawn.

AGFC Capital Trust I

  -- Preferred stock downgraded to 'B' from 'BB'.

CommoLoCo Inc.

  -- Short term IDR downgraded to 'B' from 'F1' and withdrawn.
  -- Commercial paper downgraded to 'B' from 'F1' and withdrawn.

American General Capital II

  -- 8.5% preferred securities due July 1, 2030 downgraded to 'B'
     from 'BB';

American General Institutional Capital A

  -- 7.57% capital securities due Dec. 1, 2045 downgraded to 'B'
     from 'BB';

American General Institutional Capital B

  -- 8.125% capital securities due March 15, 2046 downgraded to
     'B' from 'BB';

Fitch has downgraded these IFS ratings to 'A+' from 'AA-' with an
Evolving Outlook:

National Union Inter-company Pool Members:

  -- AIG Casualty Company (formerly Birmingham Fire Ins. Co. of
     PA);

  -- American Home Assurance Company;

  -- American International South Insurance Company;

  -- Commerce and Industry Insurance Company;

  -- Granite State Insurance Company;

  -- Illinois National Insurance Co. ;

  -- National Union Fire Insurance Company of Pittsburgh, PA;

  -- New Hampshire Insurance Company;

  -- The Insurance Company of the State of Pennsylvania.

Lexington Inter-company Pool Members:

  -- AIG Excess Liability Insurance Company, Ltd. (formerly Starr
     Excess Liability Ins. Co., Ltd.);

  -- Landmark Insurance Company;

  -- Lexington Insurance Company.

Non-Pooled Companies Domestic U.S. Domiciled Companies:

  -- AIU Insurance Company;
  -- American International Specialty Lines Insurance Company;

Foreign-Domiciled General Insurance Companies

  -- AIG MEMSA Insurance Company Ltd. (UAE);
  -- AIG (UK) Ltd. (formerly The Landmark Insurance Co. Ltd. (UK);
  -- American International Underwriters Overseas, Ltd. (Bermuda).

Additionally, Fitch has downgraded these IFS ratings to 'A-' from
'AA-'and removed them from Rating Watch Evolving.  An Evolving
Outlook has been assigned:

  -- AGC Life Insurance Company;

  -- AIG Annuity Insurance Company;

  -- AIG Life Insurance Company;

  -- AIG SunAmerica Life Assurance Company;

  -- American General Life and Accident Insurance Company;

  -- American General Life Insurance Company;

  -- American International Life Assurance Company of New York;

  -- First SunAmerica Life Insurance Company;

  -- SunAmerica Life Insurance Company;

  -- The United States Life Insurance Company in the City of New
     York;

  -- The Variable Annuity Life Insurance Company.

Fitch has also downgraded these IFS ratings to 'A+' from 'AA-' and
placed them on Rating Watch Evolving:

  -- American Life Insurance Company;
  -- American International Assurance Company (Bermuda) Limited.


AP-PRESCOTT: Sent to Chapter 11 Bankruptcy by Creditors
-------------------------------------------------------
Eric Torbenson at The Dallas Morning News reports that AP-Prescott
Stoneleigh Residences LP's creditors have filed a Chapter 11
bankruptcy petition against the Company in the U.S. Bankruptcy
Court for the Northern District of Texas.

Court documents say that AP-Prescott owes $4.7 million, primarily
to Turner Construction Co. and four subcontractors for work on the
tower on Maple Avenue.

AP-Prescott founder and CEO Jud Pankey said that he won't oppose
the petition, Dallas Morning News states.  According to the
report, Mr. Pankey said that he will work with Turner Construction
to try to complete the luxury residential developments in Dallas'
Uptown area.  "We just ran out of time," the report quoted
Mr. Pankey as saying.

According to Dallas Morning News, work on the condo project
stopped last year with about 10 of 22 planned stories done.  AP-
Prescott, says the report, failed to get financing to continue the
project, and sales of the units were slow.

Turner Construction filed the bankruptcy petition against AP-
Prescott (Bankr. N.D. Texas Case Number 09-32819) to protect its
stake in the project because of an impending foreclosure filing,
Dallas Morning News relates, citing Mark Chevailler of the Dallas
law firm McGuire, Craddock & Strother, who represents Turner
Construction.

Dallas Morning News reports that the Stoneleigh Hotel and its
parking facility, as well as Prescott Realty Group and its other
projects aren't part of the bankruptcy filing and are not
affected.

New York-based AP-Prescott Stoneleigh Residences LP is the
developer of the Heritage at the Stoneleigh Dallas, a marquee
luxury residential developments in Dallas' Uptown area.


APRIA HEALTHCARE: S&P Assigns 'BB+' Rating on $600 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level rating
of 'BB+' and recovery rating of '1' to Apria Healthcare Group
Inc.'s proposed $600 million senior secured notes Series A-1 due
2014.  The '1' recovery rating indicates the expectation for very
high (90%-100%) recovery in the event of a payment default.  At
the same time, S&P affirmed the 'BB-' corporate credit on the
company.  The outlook is stable.

The proceeds of this new borrowing will be used to refinance
$600 million of a $1.010 billion bridge loan that was incurred
when the LBO was completed in October 2008.  S&P expects the
company to refinance the remaining $410 million of the bridge loan
with Series A-2 notes at a later date.  S&P will assign a rating
to those notes at that time.

"Apria's competitive advantage in bidding for large commercial
contracts for services should be sustained by its national
platform and its well-established reputation," said Standard &
Poor's credit analyst David P. Peknay.  "However, despite this
position, the acquisition of the company by The Blackstone Group
leaves it with a more aggressive financial risk profile at a time
when Medicare reimbursement cuts have been implemented."


ARGON CAPITAL: S&P Downgrades Rating on Series 92 Notes to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the notes
from Argon Capital PLC's series 92 to 'D' from 'CCC-' and
subsequently withdrew the rating.

The lowered rating follows the redemption of the notes as per the
notice of redemption.  The notes were redeemed due to a number of
credit events in the underlying portfolio, which has caused the
series 92 notes to incur a complete principal loss.  S&P withdrew
the rating because there is no principal outstanding on the notes.

                   Rating Lowered And Withdrawn

                        Argon Capital PLC
                            Series 92

                                Rating
                                ------
                Class          To  Interim   From
                -----          --  -------   ----
                Series 92      NR    D       CCC-

                          NR - Not rated.


ASBURY AUTOMOTIVE: To Close One Chrysler and Two GM Dealerships
---------------------------------------------------------------
Asbury Automotive Group, Inc., said its Nalley Chrysler/Jeep
dealership in Roswell, Georgia is on Chrysler LLC's list of stores
that it intends to reject as part of its dealer consolidation
plan.  In addition, General Motors has notified the Company that
it will not renew the franchise agreements for two Asbury
dealerships in Kissimmee, Florida -- a Chevrolet franchise and a
combined Pontiac/Buick/GMC store -- when they expire in November
2010.

The three dealerships generated revenues of approximately
$105 million in 2008, or about 2% of Asbury's total revenues of
$4.6 billion.

"We are disappointed that the Nalley dealership will be closing
and the Kissimmee stores will be phased out, and our hearts go out
to the affected employees," said Charles R. Oglesby, Asbury's
President and CEO. "At the same time, we understand that
consolidation of their dealer networks is a critical component of
Chrysler and GM's restructuring programs, and that it's important
for all parties to bear some part of the burden. We will do
whatever we can to support the manufacturers through this
difficult period."

Mr. Oglesby continued, "Overall, the closing of these dealerships
will not have a material impact on Asbury's ongoing revenues,
earnings or financial position. With approximately 86% of our new
light vehicle revenue generated by mid-line import and luxury
brands, we continue to believe that Asbury is well-positioned for
future growth."

                  About Asbury Automotive Group

Asbury Automotive Group, Inc., headquartered in Duluth, Georgia, a
suburb of Atlanta, is one of the largest automobile retailers in
the U.S. Built through a combination of organic growth and a
series of strategic acquisitions, Asbury currently operates 86
retail auto stores, encompassing 113 franchises for the sale and
servicing of 37 different brands of American, European, and Asian
automobiles.  Asbury offers customers an extensive range of
automotive products and services, including new and used vehicle
sales and related financing and insurance, vehicle maintenance and
repair services, replacement parts and service contracts.

                           *     *     *

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service downgraded Asbury Automotive Group,
Inc's corporate family and probability of default ratings to B2
from B1.  The outlook is negative.  These actions conclude the
review for possible downgrade initiated on December 22, 2008.


ATRIUM COMPANIES: Inks Forbearance Pact with Principal Lenders
--------------------------------------------------------------
Atrium Companies, Inc. has entered into a forbearance agreement
with its lenders that will provide Atrium with additional time to
restructure its capital structure.

Based on that agreement, Atrium has not made certain interest
payments that were due on May 11, 2009 under its credit agreement
with certain lenders and GE Business Financial Services, Inc., as
administrative agent.  The company also reached a forbearance
agreement under its accounts receivable financing with General
Electric Capital Corp., which has agreed to continue purchasing
receivables during the forbearance period.

Under these agreements, Atrium's lenders have agreed to refrain
from exercising their default-related rights and remedies during
the forbearance period.  During this time, Atrium will work
constructively with its creditor constituencies on a restructuring
plan that will provide Atrium with additional operating capital
and flexibility.

During the forbearance period, Atrium will operate in the normal
course.  Atrium will continue to provide quality products and
excellent service to its customers in a timely manner and will
continue to pay suppliers under customary terms.

In October 2008, Atrium finalized its debt restructure with each
of its major creditor groups.  Atrium's balance sheet has been
restructured through a capital infusion to reduce overall debt.
These actions improve Atrium's liquidity and will enable
management to effectively guide operations through the slowing
economy.

As part of the restructuring, each of Atrium's creditor groups has
agreed to eliminate all financial covenants for the first year and
impose only a minimum EBITDA (earnings before interest, taxes,
depreciation and amortization) covenant in the following years.
The relaxed lender requirements support Atrium's efforts to work
through the housing industry's present challenge.

Atrium Companies, Inc., manufactures vinyl and aluminum windows
and patio doors.


BEAR STEARNS: SEC to Distribute $267-Mil. to Mutual Fund Investors
------------------------------------------------------------------
The Securities and Exchange Commission on Friday announced the
start of a $267 million Fair Fund distribution to mutual funds and
mutual fund shareholders who were harmed by late trading and
market timing that occurred through Bear Stearns, which was
charged by the SEC in a 2006 enforcement action.

The disbursement of more than $216 million will go to
approximately 761,000 shareholders who were harmed by the
wrongdoing, and to the asset bases of more than 1,000 affected
mutual funds.  The Bear Stearns Fair Fund will ultimately return
more than $267 million to harmed mutual funds and shareholders
before the end of this year.

"We are very pleased to make this first distribution from the Bear
Stearns Fair Fund to injured mutual funds and their shareholders
and look forward to disbursing the remaining money in the coming
months," said James A. Clarkson, Acting Director of the SEC's New
York Regional Office.

The Sarbanes-Oxley Act of 2002 gave the SEC authority to increase
the amount of money returned to injured investors by allowing
civil penalties to be included in Fair Fund distributions. Prior
to SOX, only disgorgement could be returned to investors.

Dick D'Anna, Director of the Office of Collections and
Distributions added, "The SEC staff continues to work diligently
to ensure the distribution of Fair Funds to affected funds and
investors.  Since passage of the Sarbanes-Oxley Act, the SEC has
now returned more than $5 billion in lost funds to harmed
investors."

The SEC brought and settled public administrative and cease-and-
desist proceedings against Bear Stearns & Co., Inc., and Bear,
Stearns Securities Corp. in March 2006 for violations of the
federal securities laws in connection with late trading and market
timing of mutual funds.  The SEC's order found that shareholders
were harmed by the late trading and market timing of mutual funds
facilitated by Bear Stearns from January 1999 through October
2003.  Bear Stearns consented to the order without admitting or
denying the findings.  Among other things, the order required Bear
Stearns to pay $250 million in disgorgement and penalties for
distribution through a Fair Fund.  The SEC issued an order
approving the Bear Stearns Distribution Plan on Feb. 4, 2009.

This distribution is not being made pursuant to a claims process.
Therefore, mutual funds and others eligible for distributions from
the Bear Stearns Fair Fund do not need to contact the SEC in order
to receive a payment.

The Fair Fund Administrator responsible for distribution is Rust
Consulting, Inc. Investor questions regarding the distribution may
be directed to Rust at (888) 356-0259.  Information regarding the
distribution can also be obtained at:

       http://www.bearstearnsfairfundsettlement.com


Additional materials:

   -- Distribution Plan

      http://www.sec.gov/litigation/admin/2009/34-59356-dp.pdf

   -- Order Approving the Distribution Plan

      http://www.sec.gov/litigation/admin/2009/34-59356.pdf

   -- March 16, 2006 Order Instituting Administrative and Cease-
      and-Desist Proceedings against Bear Stearns

      http://www.sec.gov/litigation/admin/33-8668.pdf

For more information, contact:

      Andrew M. Calamari, Associate Regional Director
      Alison Conn, Assistant Regional Director
      SEC's New York Regional Office
      Tel: (212) 336-0052

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide. The company's core business lines included
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

Stockholders of Bear Stearns approved the investment bank's merger
with JPMorgan Chase & Co. at a Special Meeting of Stockholders
held May 29, 2008.

The Federal Reserve Bank of New York facilitated the investment
bank's sale to J.P. Morgan Chase.  The Fed Reserve obtained
certain assets in the process.


BERNARD L MADOFF: Seeks Termination of Employee Benefit Plans
-------------------------------------------------------------
Irving H. Picard, Esq., as trustee for the liquidation of the
business of Bernard L. Madoff Investment Securities LLC, seeks
approval from the U.S. Bankruptcy Court for the Southern District
to terminate certain of the employee benefits sponsored and
maintained by the Debtor.

Mr. Picard, in the ordinary course of his liquidation and wind-
down of the Debtor's business, has made the determination that
certain of the employee benefit plans sponsored and maintained by
the Debtor should be amended and modified, and then terminated,
by appropriate action taken by or on behalf of the Debtor to
further reduce the liability and administrative expense associated
with said liquidation and wind-down.

The employee benefit plans to be amended and modified and then
terminated are:

    -- Bernard L. Madoff Investment Securities LLC Employee
       Benefit Plan, which provides health, accident and sickness
       benefits, dental and vision benefits and prescription drug
       benefits on a self-insured basis.  The Trustee seeks
       authorization to modify certain provisions of the Benefit
       Plan and then terminate the Benefit Plan, effective May 31,
       2009, acting for and on behalf of the Debtor, subject only
       to continuing administration of the Benefit Plan on a
       temporary basis to wind-up certain claims and resolve and
       discharge administrative expenses associated with its
       operation.

    -- Bernard L. MadoffInvestment Securities LLC Cafeteria Plan,
       which provides premium conversion opportunities, health
       care spending accounts and dependant care spending
       accounts.  The Trustee seeks authorization to terminate the
       Cafeteria Plan, effective May 31, 2009, acting for and on
       behalf of the Debtor, subject only to continuing the
       administration of the Cafeteria Plan on a temporary basis
       to resolve and discharge administrative expenses associated
       with its operation.

    -- Bernard L. Madoff Investment Securities LLC Group Life and
       Accidental Death and Dismemberment Insurance Plan.  The
       Trustee seeks authorization to terminate the Life Insurance
       Plan and cancel all related group policies maintained to
       provide benefits under said Plan, effective May 31,2009,
       acting for and on behalf of the Debtor.

    -- Bernard L. Madoff Investment Securities LLC Group Long-Term
       Disability Plan.  The Trustee seeks authorization to
       terminate the Long-Term Disability Plan and cancel all
       related group policies maintained to provide benefits under
       said Plan, effective May 31, 2009, acting for and on behalf
       of the Debtor.

The amendments modifying the terms of the Employee Plans and the
resolutions effecting the termination of the Employee Plans are
currently being finalized, and will be filed with and provided to
this Court prior to the hearing date of May 27,2009.  In addition,
copies of the amendments and terminations and resolutions will be
made available on the Trustee's Web site at:

       http://www.madofftrustee.com/DocketFilings.aspx.

Consistent with relevant ERISA requirements, all current and prior
employees of the Debtor from May 1, 2007 through the Filing Date,
and third parties reasonably believed to have a colorable interest
in one or more of the Employee Plans, will receive notice of the
impending modification and termination of the Employee Plans in a
writing which identifies the Employee Plans, provides relevant
information regarding the termination and curtailment of rights
and the dates for submitting outstanding claims, and provides
contact information for employees and other parties with
additional questions.  The Notice of Termination is being provided
to said current and former employees and third parties via U.S.
mail on May 15,2009.

                     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: SIPC Commitments to Claimants Now $61 Million
---------------------------------------------------------------
Even as forensic accountants and lawyers continue to untangle what
is believed to be the most complicated and far-reaching financial
fraud in U.S. history, a total of $61,409,834 of Securities
Investor Protection Corporation funds already has been committed
in determination letters sent to 125 claimants in the Securities
Investor Protection Act liquidation proceeding for Bernard L.
Madoff Investment Securities LLC, according to Irving H. Picard,
the court-appointed trustee, and SIPC President Stephen Harbeck.

In a briefing May 14 for reporters, Messrs. Picard and Harbeck
said that the commitment of SIPC funds is expected to reach or
exceed the $100 million level by Memorial Day.  As of May 13, a
total of 8,848 customer claims have so far been filed in
connection with 3,565 customer accounts at BLMIS.  SIPC
maintains a special reserve fund authorized by Congress to help
investors at failed brokerage firms.

Messrs. Picard and Harbeck emphasized that forensic accounting
experts and legal teams are working as quickly as possible to
catalog all of the far-reaching aspects of the BLMIS investment
fraud scheme, recover all available assets and make payments to
investors, as provided for under the terms of SIPA.

In addition to the payments now either made or in the works,
Picard and Harbeck highlighted the following recent developments:

  -- Identification and recovery to date of a total of $1 billion
     in Madoff-related assets.  Related proceeds will be available
     as "customer property" to make payments to eligible BLMIS
     customers.

  -- The filing of lawsuits to recover $10.1 billion in fictitious
     profits paid out by BLMIS.  These funds also would be made
     available as customer property in order to satisfy valid
     BLMIS customer claims.  That total includes lawsuits filed
     this week naming various trust funds and partnerships run
     by investor Jeffry M. Picower and the Harley International
     hedge fund.

  -- Expansion of the SIPC Fund. SIPC is committed to advancing
     funds immediately upon the trustee's request.  Mr. Harbeck
     assured claimants that SIPC will have sufficient funds to
     carry out this mission.  The SIPC Board of Directors has
     authorized the reinstitution of revenue-based assessments on
     members of the Securities Investor Protection Corporation.

  -- The creation of a "hardship case" process.  Instituted in
     recent days by the Trustee, this process is intended to
     expedite the handling of claims from individuals in financial
     or other distress.

SIPC President Harbeck said, "This is an unprecedented
undertaking, but I believe that we can now say that we are at `the
end of the beginning' in this incredibly complicated case.  Since
its inception, SIPC has commenced 322 proceedings.  Cash and
securities totaling approximately $160 billion dollars have been
distributed to customers in those proceedings.  Of that amount,
approximately $159.7 billion came from the debtors' estates and
$323.8 million came from the SIPC Fund.  As these numbers make
clear, much of the work done by every trustee and his or her
counsel is identifying and gathering the assets of the member and
distributing them in a fair and equitable way to all customers of
the failed brokerage."

BLMIS Trustee Irving H. Picard said, "As the largest and most
complex securities fraud in history, BLMIS presents many unique
difficulties rarely encountered in the typical failure of a broker
or dealer.  Due to the fact that every customer statement was a
fiction, the first task was to reconstruct the books and records
of BLMIS from scratch.  This entails reconstructing every
customer account from the ground up using BLMIS records, bank
statements, emails, records from third parties as well as
documents received from customers through the customer claims
process.  This has been and continues to be an enormously time
consuming endeavor."

Mr. Picard added, "I have a statutory duty to treat fairly all
BLMIS customers and part of that duty requires pulling together
the largest possible fund of customer property from which to make
payments. This includes the duty to investigate, and, where
appropriate, go to court to recover from persons or entities who
received more than their share. In actual fact, persons who are
subject to these recovery efforts actually received money stolen
from others. Congress specifically requires that these funds must
be returned so that all customers share equally."

Mr. Picard added, "I cannot listen only to the pleas of those
investors who are demanding preferential consideration in this
process. The Trustee has been urged by some, but certainly not
all, claimants to use the last monthly statement issued by BLMIS
as the basis for his determination of customer claims. To do so
would benefit longer-term customers at the expense of shorter term
customers.  It would allow a certain favored few who received
compounded annual returns at substantially higher rates than other
customers to also benefit.  This would in effect allow Bernie
Madoff to determine which entities would get a larger proportion
of customer property.  This would do extreme prejudice to persons
who put cash into the scheme relatively recently. That may be fine
for those investors who would benefit disproportionately from such
an approach, but it is not what fairness and Congress dictate in
this situation."

Messrs. Picard and Harbeck also sought to dispel incorrect
information surrounding the BLMIS liquidation
proceeding:

  -- Trustee expenses are not paid out of customer property.
     Harbeck said: "Contrary to what has been suggested by some
     entirely ill-informed parties, all of the expenses of this
     work have been paid for by SIPC. Customer funds are never
     used to pay for administrative expenses in a liquidation
     proceeding."

  -- SIPC does not provide a $500,000 "insurance" policy. Harbeck
     explained: "The maximum $500,000 dollar advance available
     under SIPA is not `insurance' as some have incorrectly
     described it. SIPA provides that the SIPC Fund will protect a
     customer up to $500,000, of which up to $100,000 may be cash.
     Thus, if a customer's account balance is less than $500,000,
     that customer would only receive the amount allowed on the
     claim, not the full $500,000 advance."

                          ABOUT SIPC

The Securities Investor Protection Corporation is the U.S.
investor's first line of defense in the event a brokerage firm
fails, owing customer cash and securities that are missing from
customer accounts. SIPC either acts as trustee or works with an
independent court-appointed trustee in a brokerage insolvency
case to recover funds.  The statute that created SIPC provides
that customers of a failed brokerage firm receive all
nonnegotiable securities - such as stocks or bonds -- that are
already registered in their names or in the process of being
registered. At the same time, funds from the SIPC reserve are
available to satisfy the remaining claims of each customer up to a
maximum of $500,000.  This figure includes a maximum of
$100,000 on claims for cash.  From the time Congress created it in
1970 through December 2008, SIPC has advanced $520 million in
order to make possible the recovery of $160 billion in assets for
an estimated 761,000 investors.

                     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: Wants to Stop Feeder Funds from Moving Money
--------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the trustee for
Bernard L. Madoff Investment Securities Inc. is trying to stop
some of the feeder funds he sued from transferring money out of a
bank in Bermuda because they are the "sole remaining known assets"
of the funds.  In April the trustee sued Kingate Global Fund Ltd.
and affiliated funds to recover $395 million withdrawn from the
Madoff firm within two years of bankruptcy.  Separately, the
trustee said he expects to approve $100 million in customer claims
by May 25.

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.


BERRY PETROLEUM: Moody's Assigns 'B2' Rating on $300 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD 5, 75%) rating to
Berry Petroleum Company's proposed $300 million five-year senior
unsecured notes and affirmed its existing B1 Corporate Family
Rating, B1 Probability of Default Rating, and existing B3 (LGD 6;
though the point estimate is changing from 91% to 93%) senior
subordinated note ratings.  The SGL-3 Speculative Grade Liquidity
Rating was also affirmed.  The outlook is negative.

Note proceeds from the pending offering will be used to repay in
full and terminate the $140 million senior secured second lien
term loan credit facility and reduce the current outstanding
balance under Berry's first lien secured borrowing base revolver.

The proposed senior notes are rated one notch above the existing
senior subordinated notes due to the cushion the senior
subordinated notes provide to the senior notes within Berry's
capital structure and the expectation that over time, senior
unsecured notes will become a bigger portion of the capital
structure.

The affirmation of B1 CFR reflects the company's strengthened
liquidity position, the company's overall size and lower risk
reserve based portfolio consistent with the B1 peer group.  Please
see the Moody's press release dated April 28, 2009 for more
details.

The negative outlook continues to reflect the expectation that
Berry's production may decline over the next 12 months as the
reduced capital spending program may be insufficient to keep
production at least flat barring additional capital spending.
Like many other non-investment grade E&P companies, Berry is
facing lower cash flows from the drop in commodity prices and has
curtailed its capital expenditure budget for 2009, which Moody's
believe may be below reserves replacement needs.  In the long run
the capital spending shortfall in 2009 will inevitably lead to
weaker operational metrics both in terms of production and its
ability to replace reserves while generating competitive returns
at year end 2009 and may continue its course throughout 2010.
While the company still compares favorably to the B1 peer group,
if production and reserves trends deteriorate further than
anticipated or Berry fails to commence improving it operations
metrics during 2010, a downgrade would be considered.

The SGL-3 speculative grade liquidity rating reflects the
expectation that overall liquidity will be adequate over the next
twelve months following the pending $300 million senior unsecured
note offering.  The first lien secured credit facility has a
borrowing base of $933 million with pro forma availability of
about $332 million.  The SGL-3 also reflects the expectation that
the company will be cash flow positive in 2009 and reduce debt by
approximately $60 million more throughout the rest of 2009.  As of
March 31, 2009 Berry is in compliance with all maintenance
covenants and is expected to remain in compliance with those
maintenance covenants for the next twelve months, thus ensuring
accessibility.  The SGL-3 could be pressured if Berry's next
borrowing base re-determination process in October 2009 results in
a lowering of the borrowing base.

Moody's last rating action for Berry dates from April 28, 2009, at
which time Moody's confirmed the ratings for Berry Petroleum
Company including the B1 Corporate Family Rating, the B1
Probability of Default Rating and Berry's B3 senior subordinated
notes rating.  This concludes the review for possible downgrade
initiated on 02/02/09.  Berry's Speculative Grade Liquidity Rating
was upgraded to SGL-3 from SGL-4.

Berry Petroleum Company based in Denver, Colorado, is an
independent energy company engaged in the exploration,
development, production, acquisition, and exploitation of crude
oil and natural gas.  The company's reserves and production are
located in California, the Rocky Mountain, and Mid- Continent.


BERRY PETROLEUM: S&P Assigns 'B' Rating on $300 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue rating and '6' recovery rating to Berry Petroleum Corp.'s
$300 million senior notes due 2014.  The ratings indicate that
lenders can expect negligible (0% to 10%) recovery in the event of
default.

The exploration and production company will use the proceeds to
repay its second-lien facility and borrowings under its
$1.008 billion revolving facility, which had $735 million
outstanding as of April 27, 2009.

                           Ratings List
                      Berry Petroleum Corp.

      Corporate credit rating                  BB-/Stable/--

                           New Ratings

           $300 million senior notes due 2014        B
            Recovery rating                          6


BEVERAGES & MORE: Moody's Cuts Corporate Family Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service downgraded Beverages & More, Inc's
corporate family, probability of default and senior secured notes
ratings to Caa2 from Caa1.  The rating outlook is stable.  The
rating action was prompted by the weaker than expected cash flow
in fiscal 2008, the continued decline in comparable store sales
and the significant deterioration in leverage and interest
coverage metrics.

BevMo reported a large free cash flow deficit in fiscal 2008.  The
typically cash flow generative fourth quarter was weaker than
anticipated.  The sharp deterioration in comparable store sales
and gross margin compression were the result of significant
economic and competitive pressures.  Additionally, higher store
and pre-opening expenses, increased working capital and capital
spending due to the opening of eighteen stores in fiscal 2008
contributed to the full-year cash flow deficit.  Key financial
metrics have also deteriorated - total debt/EBITDA approaching 9
times and EBITA/interest being near 0.7 times (EBITDA and EBITA
excluding pre-opening expenses) - and are expected to only
modestly improve in the near term.

The rating outlook is stable, reflecting Moody's opinion that
BevMo should maintain adequate liquidity.  Management plans to
generate cost savings and materially reduce capital spending in
fiscal 2009, contemplating the opening of three stores only.
Consequently, pre-opening expenses should be lower.  Further,
Moody's anticipate that the pace of deterioration in comparable
store sales will slow down and that BevMo's existing stores will
reduce inventory.  Moody's therefore expect the availability under
the $50 million asset-based revolving credit facility to remain
sufficient.

These ratings were downgraded:

* Corporate family rating to Caa2 from Caa1

* Probability of default rating to Caa2 from Caa1

* $100 million Senior Secured Notes due 3/1/2012 to Caa2 (LGD4,
  53%) from Caa1 (LGD4; 52%)

Beverages & More Inc. is the leading alcoholic beverage
superstore-format retailer in the Western United States and among
the largest in the country.  The company operated 97 superstores,
47 in Northern California, 40 in Southern California and 10 in
Arizona as of January 31, 2009.  Full-year revenues were $548
million.


BICENT POWER: S&P Affirms 'BB-' Rating on Senior Secured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB-'
rating on Bicent Power LLC's first-lien senior secured notes
($330 million due 2014), letter of credit facility ($120 million
due 2012), and its revolving credit agreement ($30 million due
2012).  In addition, Standard & Poor's affirmed its 'B-' rating on
Bicent's second-lien senior secured notes ($130 million due 2014).
The outlook is stable.

The affirmation follows Bicent's entry into a purchase and sale
agreement to sell its 50% interest in its Georgia-based Hartwell
facility to Southern Power Company.  Bicent's 50% partner in
Hartwell, International Power America, will also sell its stake to
Southern.  The transaction is expected to close in the third
quarter of 2009, and total net proceeds from the sale are expected
to be in excess of Bicent's sales floor as stipulated by its
security deposit agreement.

The sale of the 310 MW gas-fired facility would reduce Bicent's
portfolio capacity to 381 MW from 536 MW.  S&P expects the
transaction to reduce the outstanding debt of the term B and C
loans to $255 million ($668/kW) from approximately $300 million
($558/kW) at the end of 2009 and to $193 million ($507/kW) from
$228 million ($425/kW) at debt maturity in 2014.  The transaction
will also remove Bicent's $28.8 million portion of first-priority
project level debt at the Hartwell project which is structurally
senior to Bicent's first- and second-lien debt, and excluded from
the $300 million figure indicated above.  The sale has the effect
of raising the consolidated debt per kilowatt of the term B and C
loans.

"We view these increases in outstanding debt per capacity as
negative for credit," said Standard & Poor's credit analyst
Terrence Marshall.  "However, S&P also recognize that, while
selling Bicent's 155 MW interest in the Hartwell facility
represents a sizable reduction of the 536MW Bicent portfolio
capacity; Hartwell's cash flow contributions to the reduction of
Bicent's debt were relatively small."

Bicent Power is a special-purpose, bankruptcy-remote operating
company formed in 2007 to acquire independent power producer
Centennial Power LLC, including its 603 MW coal, gas, and wind
generation portfolio, as well as its power plant operations and
construction firm, CEM.  Bicent sold the Mountain View wind
project in 2008, and, if the Hartwell sale is consummated, the
portfolio will stand at 381 MWs.

The high level of contracted cash flows during the medium term
supports the stable outlook as long as the plants generate
sufficient cash flow to service debt.  Poor operating performance
at one or more facilities, especially at the Hardin plant, could
pressure the ratings if cash flows are materially impaired.  The
rating could also come under pressure if the terms of extended or
new long-term power sales agreements are financially weaker or are
of a materially shorter duration than expected.  The ratings could
improve if operating and financial performance consistently exceed
expectations by significant margins, resulting in further
reductions in secured loan obligations as a result of the
automatic cash sweep on the term loan B.


BLOCK COMMUNICATIONS: S&P Downgrades Corp. Credit Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its ratings on
Sylvania, Ohio-based media and cable TV operator Block
Communications Inc., including its corporate credit rating which
S&P lowered to 'B+' from 'BB-'.  The outlook is negative.

"The downgrade is due to the continued deterioration of both
Block's newspaper business and, to some degree, its TV
broadcasting operations," said Standard & Poor's credit analyst
Naveen Sarma.  While the company's overall financial performance
is still supported by its healthy core cable TV business, S&P
believes the cable segment contribution can no longer offset the
newspaper business' continued secular decline.  "The resulting
riskier consolidated business profile is therefore no longer
supportive of the 'BB-' corporate credit rating," continued Mr.
Sarma.

"In the first quarter of 2009, newspaper segment revenue declines
worsened, to nearly 15% year over year, driven by advertising
revenue declines exceeding 20%," said Mr. Sarma.  Despite
achieving sizable cost savings through its newspaper labor union
settlements in 2007, revenue declines and increased pension and
OPEB expenses have outpaced expense savings, leading to a return
to negative segment EBITDA.  Because of the increase in unfunded
pensions and OPEB liabilities, leverage (adjusted for $142 million
of these liabilities), increased to 5.4x as of March 31, 2009,
from 3.3x as of June 30, 2008.


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., Ste 4100
Honolulu, HI 96813


BUILDING MATERIALS: S&P Gives Positive Outlook; Holds 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Wayne, New Jersey-based Building Materials Corp. of
America to positive from negative.  At the same time, S&P affirmed
all the ratings on BMCA, including the 'B+' corporate credit
rating.

The outlook revision to positive reflects S&P's current
expectation that the company's operating performance will continue
to improve over the next several quarters due to the combination
of favorable industry pricing for asphalt based roofing products,
the relatively stable demand for its products, as approximately
80% of its sales are derived from non-discretionary repair and
replacement activity, and continued cost savings realizations,"
said Standard & Poor's credit analyst Thomas Nadramia.  "In
addition, the outlook revision reflects the increased cushion
under the total leverage covenant governing its bank credit
facility taking into account scheduled step-downs during the next
several quarters."  The total leverage covenant is currently
5x, stepping down to 4.25x as of Dec. 31, 2009, and further to
3.75x as of Sept. 30, 2010.  S&P's negative outlook spoke to S&P's
concern about the limited cushion under the total leverage
covenant and the company's ability to meet scheduled step-downs in
2009 given the difficult market conditions.

"Our rating and outlook incorporate our expectation that credit
metrics will continue to improve from current levels during the
next several quarters," added Mr. Nadramia.  Specifically, S&P
expects operating margins (before depreciation and amortization)
to approach 15% and debt to EBITDA to improve to less than 4x,
mostly because of  a full year's realization of past cost
synergies and continued savings initiatives.  In addition, S&P
believes the company will have the capacity to further improve its
financial risk profile in 2010, as S&P expects housing starts to
improve from trough levels.

The rating on BMCA reflects its highly leveraged financial
profile, exposure to volatile petroleum-based raw material costs,
the narrow focus of its product lines, and mature and competitive
market conditions.  These risks outweigh the company's presence as
North America's largest roofing manufacturer, its national
distribution network, and its leading brands.

The positive outlook reflects S&P's expectation that while the
operating environment for BMCA will likely remain difficult for
the remainder of 2009 and likely into 2010 given difficult end
markets and depressed levels of residential and commercial
construction activity., continued improvement in operating margins
will allow the company to further strengthen credit metrics
through the combination increased EBITDA and continued debt
reduction.  Specifically, S&P expects leverage to improve to less
than 4x by year-end 2009.  An upgrade could occur if BMCA's
operating performance improves more than is currently expected
during the next several quarters, further strengthening its
overall financial profile and providing enhanced cushion relative
to its bank facility covenants, specifically, if debt to EBITDA
were to be reduced to less than 4x and continue to improve
thereafter while maintaining appropriate cushion relative to its
leverage covenant.  A revision of the outlook to stable would
likely occur if operating performance does not continue to improve
as expected, such that BMCA's ability to improve debt to EBITDA
from current levels, reducing the cushion under the covenants,
becomes less certain.

BMCA is the leading national manufacturer and marketer of a broad
line of asphalt and polymer-based roofing products and accessories
for the residential (78% of sales) and commercial roofing markets
(17%).  Specialty products constitute the remaining 5% of
revenues.  Standard & Poor's considers this industry to be mature
and competitive, with a small number of large, well-capitalized
competitors in both the commercial and residential markets.


CANARGO ENERGY: Releases Update on Operations, Business Activities
------------------------------------------------------------------
CanArgo Energy Corp. has disclosed an update on its operations and
business activities in Georgia.

Oil production at the Ninotsminda Field has averaged approximately
400 barrels of oil per day for the year to date while gas
production has averaged approximately 1.73 million standard cubic
feet (MMscf) (49 thousand cubic meters (MCM)) per day.

In October 2008, the Company announced that it had signed a non-
binding Letter of Intent (LOI) with a Swedish oil company to enter
into a farm-out and option agreement covering the Norio production
sharing agreement in Georgia subject to execution of a formal
agreement and to governmental and other approvals.  Due to the
global financial crisis, the prospective farmee has not been able
to progress these negotiations and the LOI has now lapsed.

Ongoing attempts by the Company to find investors for the Norio
project and other opportunities within its acreage have been
unsuccessful so far.

In October 2008, Ninotsminda Oil Company Limited (NOC), a wholly
owned indirect subsidiary company of CanArgo and the holder of the
Company's participating interest in the Ninotsminda Field,
executed a gas sales agreement with Sagaredjo Gas Company (SGC) a
local firm in Georgia for a contract term of one year with a price
of $2.83 per thousand cubic feet (Mcf) ($110 per MCM) up to May
2009 when it would rise to $4.73 per Mcf ($167 per MCM).

In February 2009, SGC became a wholly owned subsidiary of SOCAR,
the State Oil Company of Azerbaijan Republic, following the
privatization of the regional gas infrastructure in Georgia.  NOC
has not received payment for any gas delivered under this sales
agreement and the agreement has now been terminated.  NOC
subsequently has entered into a new gas sales agreement with
Energy Trading Company Limited (a company introduced to NOC by
SOCAR) for its pro rata share of gas produced from the Field
estimated to be approximately 1.13 MMscf (32 MCM) daily at a price
of $3.96 per Mcf ($140 per MCM) with a contract term of two years.

Well testing operations at the Manavi 12 well remain suspended due
to a lack of financing to pursue operations in general in Georgia.

CanArgo Energy Corporation (AMEX: CNR) -- http://www.canargo.com/
-- is a U.S. company registered in the State of Delaware with
headquarters in St. Peter Port, Guernsey, Channel Islands.  The
company has oil and gas operations currently located in Tbilisi,
Georgia.

                           *     *     *

CanArgo Energy failed to file its Annual Report on Form 10-K for
the year ended December 31, 2008, by the March 16, 2009 deadline.
On January 5, 2009, the Company failed to make interest payments
under its outstanding Senior Subordinated Convertible Guaranteed
Notes, due September 1, 2009, and its 12% Subordinated Convertible
Guaranteed Notes, due June 28, 2010.  The Company is continuing
its negotiations with certain of the Note holders with a view to
addressing the defaults.  There can be no assurance, however, that
the negotiations will be successfully concluded.  The Company's
management team and finance and accounting personnel have been
focused on the negotiations.

The Company reported a net loss for 2008 of $57.8 million compared
to a net loss for 2007 of $53.8 million. This was due to lower
Income from Discontinued Operations, net of taxes and minority
interest offset partially by improved Losses from Continuing
Operations before taxes.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 18, 2008,
L J Soldinger Associates LLC expressed substantial about CanArgo
Energy Corporation's ability to continue as a going concern after
it audited the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditor reported that the
company has incurred net losses since inception and does not have
sufficient funds to execute its business plan or fund operations
through the end of 2008.

The Company has said that its ability to continue as a going
concern is dependent upon raising capital through debt or equity
financing on terms acceptable to the company in the immediate
short-term.  If the company is unable to obtain additional funds
when these are required or if the funds cannot be obtained on
terms favorable to the company, it may be required to delay, scale
back or eliminate its exploration, development and completion
program or enter into contractual arrangements with third parties
to develop or market products that the company would otherwise
seek to develop or market itself, or even be required to
relinquish its interest in its properties or in the extreme
situation, cease operations altogether.


CAP CANA: Fitch Downgrades Rating on $250 Mil. Senior Notes
-----------------------------------------------------------
Fitch Ratings has downgraded the rating on Cap Cana, S.A.'s (Cap
Cana) $250 million senior secured notes due 2013 (the 2013s) from
'CCC/RR4' to 'D' and subsequently withdrawn the rating.  The
action follows the completion of a successful debt exchange on May
8, 2009 that effectively retired the 2013s.  The terms of the debt
exchange are considered a default on the 2013s per Fitch's
'Coercive Debt Exchange Criteria', published on March 3, 2009
Approximately 96% of Noteholders voted for the exchange.  As part
of the exchange, Cap Cana issued two series of new notes due in
2016.  The above rating is not applicable to the Cap Cana S.A. new
notes due 2016, which have not been rated to date.

Cap Cana is a 30,000-acre luxury, second-home real estate project
under development and is located on the easternmost tip of the
Dominican Republic.  The company experienced financial troubles in
2008 as a result of the global economic downturn which severely
affected access to capital as well as the project's sales
environment, and as a result had to restructure its debts.


CARUSO HOMES: Files Plan for Owner to Retain Control
----------------------------------------------------
Bloomberg's Bill Rochelle reports that Caruso Homes Inc. filed a
proposed Chapter 11 plan that would allow the business to continue
after bankruptcy through additional investments from current owner
Jeffrey Caruso.  Under the Plan, Mr. Caruso will remain owner of
reorganized Caruso Homes in exchange for (i) forgiving the $1.3
million he contributed for the Company's Chapter 11 effort, and
(ii) providing exit financing of $750,000.

Mr. Rochelle said that, according to the disclosure statement
attached to the Plan, unsecured creditors, whose claims are
estimated to total almost $110 million, are expected to receive 2%
to 5% paid in installments over time.

The Court will consider the adequacy of the information in the
Disclosure Statement on July 15.  When it obtains approval of the
Disclosure Statement, the Debtor will be able to solicit votes on
the Plan.

Caruso had 30 homebuilding projects when it filed for Chapter 11.

Headquartered in Crofton, Maryland, Caruso Homes Inc. --
http://www.carusohomes.com/-- is a custom home builder in
Maryland and Virginia.  The Company and 24 of its debtor-
affiliates filed for Chapter 11 protection on June 23, 2008 (D.
Md. Lead Case No. 08-18254).  Joel I. Sher, Esq., at Shapiro Sher
Guinot & Sandler P.A, represents the Debtors as counsel.  The
Debtors' schedules showed assets of $16,105,716 and liabilities of
$115,809,357.


CASELLA WASTE: S&P Puts 'B+' Corporate Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including the 'B+' corporate credit rating, on Rutland,
Vermont-based Casella Waste Systems Inc. on CreditWatch with
negative implications.

"The CreditWatch listing reflects concerns surrounding Casella's
need to refinance substantial debt maturities that are coming due
within the next year," said Standard & Poor's credit analyst Ket
Gondha.  "Although S&P believes Casella will take timely steps to
extend its credit facilities, difficult credit market conditions
will likely result in a refinancing on less-favorable terms
including higher credit spreads, which could result in the
deterioration of credit metrics."  In addition, a recessionary
global and local economy has depressed the prices of recycled
commodities and reduced solid waste volumes over several months,
thereby affecting Casella's financial results.  Weak earnings
generation, in turn, has diminished the expected cushion under
covenants, and the company may require temporary covenant relief
as the refinancing process is underway.

The ratings on Casella reflect the company's modest scale of
operations, a highly leveraged financial profile, sizable debt
with near-term maturities, limited cushion under financial
covenants, and minimal free cash generation.  Casella's business
position as a well-placed regional solid waste services company
and its favorable industry characteristics only partially offset
these weaknesses.

Casella provides vertically integrated collection, recycling,
transfer, and disposal services to residential, commercial, and
industrial customers in several Northeastern states.  The business
focus is on secondary and tertiary markets, and the company enjoys
No. 1 or No. 2 competitive positions in a majority of these
markets.  Annual revenues total about $550 million, with
collection as the largest business, accounting for about 46% of
trailing 12 month revenues.  Because recycling is mandated in most
locations in the Northeast, Casella also focuses on recycling
operations which represent about 30% of trailing revenues,
although recent declines in commodities prices have affected
revenues.

S&P will resolve the CreditWatch listing within the next few weeks
as S&P monitors the company's progress on its refinancing plans
and reassess the impact of any changes to the capital structure.
In the absence of any material developments, S&P also plan to
reassess the company's operating prospects and its ability to
preserve sufficient liquidity and covenant compliance.


CENTRO NP: Fitch Affirms Long-Term Issuer Default Rating at 'CCC'
-----------------------------------------------------------------
Fitch Ratings has issued a credit analysis report on Centro NP.
On April 7, 2009, Fitch affirmed Centro NP's Long-term Issuer
Default Rating at 'CCC'.  The Outlook is Negative.

Centro NP is a real estate company focusing on the ownership,
management and development of community and neighborhood shopping
centers with total assets of US$4.2 billion at Dec. 31, 2008.
Centro NP operates a national portfolio of community and
neighborhood shopping centers across the U.S. Centro Properties
Group is a Melbourne-based company focused on the ownership,
management, and development of retail shopping centers.  Centro
has $17.7 billion of retail property assets as of Dec. 31, 2008,
of which $12.1 billion were located in the U.S.


CHEMTURA CORP: S&P Retains Issue Rating on Senior Notes at 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
recovery rating on Chemtura Corp.'s $500 million 6.875% senior
unsecured notes due 2016 to '5' from '3'.  The '5' recovery rating
indicates S&P's expectation for a modest (10% to 30%) recovery at
emergence from bankruptcy.  The issue rating on the senior notes
due 2016 remains unchanged at 'D'.

The recovery ratings on the 7% senior notes due 2009 and 6.875%
senior notes due 2026 remain unchanged at '6' with the issue-level
ratings also unchanged at 'D'.  The '6' recovery ratings indicate
S&P's expectation for a negligible (0% to 10%) recovery at
emergence.

S&P assigned preliminary 'BB+' ratings to the debtor-in-possession
facilities on May 13, 2009.  Standard & Poor's did not rate the
prepetition revolving credit facility.

S&P's revision of the recovery rating on the senior notes due 2016
results from S&P's updated recovery analysis, which takes into
consideration the $400 million DIP facility.

                          Ratings List

                          Chemtura Corp.

      Corporate credit rating                       D/--/--

                          Revised Rating

                                                   To        From
                                                   --        ----
    $500 mil 6.875% sr unsecured notes due 2016    D         D
     Recovery rating                               5         3


CHRYSLER LLC: Thousands of Jobs Could Be Lost with Dealer Cuts
--------------------------------------------------------------
The closure of almost one-quarter of Chrysler LLC's retail stores
could eliminate thousands of jobs in places ranging from Yakima,
Washington where Hahn Motor Co. is set to shut, to Fort
Lauderdale, Florida where AutoNation Dodge is set to go out of
business, according to The Wall Street Journal.

As reported by the TCR on May 15, 2009, Chrysler LLC and its
debtor-affiliates has sought approval from the U.S. Bankruptcy
Court for the Southern District of New York to reject 789
agreements with their authorized domestic dealers effective
June 9, 2009.

"This is a very sad day," WSJ quoted Larry Weather Jr., a dealer
in Lima, Pennsylvania, as saying.  Mr. Weather Jr., who started
selling Dodge vehicles in 1931, reportedly got an overnight
letter informing him that Chrysler had filed a motion in
bankruptcy court to end their dealer contracts.

Leo Jerome, owner of Story Chrysler Jeep in Lansing, Michigan,
said it was an emotional moment when he gathered his 40 employees
to open the letter informing him his store is being closed, WSJ
reported.

Mr. Jerome is especially concerned because he responded earlier
this year when Chrysler officials pleaded with dealers to buy
extra inventory to prop up the company's sales -- one reason why
he has $2 million worth of cars and trucks on his lot.

Dealers set to close will receive no compensation.  Under
bankruptcy laws, the court can tear up contracts with Chrysler
business partners, including dealers.

                         Domino Effect

Reports note that the pain caused by the cuts will reach beyond
dealers.  According to WSJ, car dealerships often are an economic
engine in small towns and suburbs.  They can be among a
community's biggest employers and are major donors to charities
and sponsors of events and groups ranging from parades and Boy
Scout troops to sports teams.  Dealers are critical advertisers
for small-town newspapers and radio stations, the report says.
They also are important to the tax base.

Loudoun County in Virginia lost its only two Chrysler dealers.
The chairman of the county's board of supervisors, Scott York,
said that means less revenue for the county, which generates
taxes from new-car sales, WSJ reported.

      AutoNation Supports Chrysler Consolidation Plan

In line with the dealer consolidation plan filed by Chrysler,
AutoNation, Inc., American's largest automotive retailer,
announced that it will be closing seven Chrysler dealerships.

The AutoNation stores that will be closed by the consolidation
plan represented only 1% of AutoNation's 2008 operating income,
according to AutoNation's statement.  AutoNation said it does not
believe that any one-time charges that may be associated with the
actions will be material to its continuing operations or debt
covenants.

"We believe Chrysler's consolidation plan is a difficult but
positive step forward for Chrysler and the automotive retail
industry," said Mike Jackson, AutoNation's Chairman and Chief
Executive Officer.  "Dealer consolidation is a necessary measure
in today's automotive industry and will strengthen America's
dealer network and improve dealer profitability over the long
term."

According to Mr. Jackson, the consolidation plan is consistent
with AutoNation's long-term strategy that it implemented in 2000
to consolidate domestic dealerships and realign brand mix more
towards import and premium luxury franchises.  "With our
financial and operational strength and diversified brand mix, we
are well-positioned to succeed in the rapidly changing automotive
retail landscape," he said.

Headquartered in Fort Lauderdale, Florida, AutoNation has been
named America's Most Admired Automotive Retailer by FORTUNE
Magazine in five of the last seven years.  A component of the
Standard and Poor's 500 Index, AutoNation owns and operates 289
new vehicle franchises in 15 states.

    Dealership Cuts are Counterproductive, says NADA

"Chrysler's announcement that it is rejecting 789 of its
Chrysler, Dodge and Jeep dealers marks a very sad day in retail
automotive history," the National Automobile Dealers Association
said in an official statement released following announcement of
the dealership cuts.

The dealers and their more than 40,000 employees have done
nothing but proudly represent the Chrysler brand through good
times and bad, and today find themselves left behind as the
company reorganizes itself in bankruptcy court, the statement
pointed out.

NADA disclosed that it understands the realities of the current
marketplace, but added that the dealers didn't cause the
situation that Chrysler finds itself in today.  Furthermore, NADA
believes that the draconian dealer cuts are not only misguided
but counterproductive.  Fewer dealers mean less revenue for the
automakers, NADA's statement noted.  Dealers are the
manufacturer's customer; they buy the cars and parts and even the
signs in front of their dealerships.

NADA pointed out that it fully expects Chrysler to honor all its
obligations to the affected dealers who have been nothing but
good partners over the years.  NADA said it will continue to work
aggressively on all fronts with regard to assisting the dealers
during the historically challenging times.

NADA issued a position paper opposing the dealership closures, a
copy of which is available for free at
http://ResearchArchives.com/t/s?3ce8

NADA Chairman John McEleney had earlier argued that a rapid cut
of dealers was a bad idea as it would have adverse effects on the
auto industry and hurt an already struggling U.S. economy.

"It will result in another 200,000 Americans losing their jobs,"
Mr. McEleney said in a statement.  "State and local governments
will lose millions of dollars in auto sales tax revenue that is
essential for economic recovery."

"We're not arguing against dealer consolidation," Mr. McEleney
further explained.  "Our concern is with the accelerated
timeframe.  Keep in mind that dealers are not a cost center for
their manufacturers.  Dealers are an automaker's main source of
revenue.  Cutting dealers at this time would do absolutely
nothing to make either GM or Chrysler more viable," he added.

NADA leaders were scheduled to meet with the President's auto
task force on May 14, in Washington, D.C.

NADA launched an ad campaign in the form of an open letter from
Mr. McEleney to President Obama questioning why his auto task
force is demanding drastic cuts in the number of U.S. dealers.
Full-page print ads were published in The Washington Post,
Politico, Automotive News, Roll Call, Chicago Tribune and Chicago
Sun Times.  A copy of the ad campaign is available for free at
http://bankrupt.com/misc/Chrysler_NADAObamaMayAd.pdf

Founded in 1917, NADA represents more than 19,700 new car and
truck dealers, both domestic and international, with more than
43,000 separate franchises.

            Chrysler Offers $1,000 Certificates
                  Amid Dealership Cuts

Chrysler LLC is preparing to send all existing customers
certificates good for $1,000 toward the purchase of new vehicles
between now and the end of June, reports WSJ's Neal E. Boudette,
citing an unidentified person familiar with the program, as
saying.

According to the report, the certificates are meant to boost
Chrysler's sales as it reorganizes under bankruptcy protection,
and to help some of the 789 dealers Chrysler plans to drop from
its retail network.

Mr. Boudette said the certificates, which will be mailed along
with copies of a letter from Chief Executive Robert Nardelli,
will be sent to more than 9 million owners of Chrysler vehicles
and can be used toward the purchase of any Chrysler models.

                        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: List of Dealers And Suppliers to Be Retained
----------------------------------------------------------
Chrysler LLC has submitted to the U.S. Bankruptcy Court for the
Southern District of New York a schedule identifying the domestic
dealer agreements to be assumed and assigned to New CarCo
Acquisition LLC, in relation to the sale of substantially all of
their assets, and the corresponding cure costs under the
designated agreements as of April 30, 2009.

The Debtors may, at New Chrysler's request or consent, designate
additional executory contracts and unexpired leases as agreements
to be assumed by the Debtors and assigned to New Chrysler.

A copy of the Domestic Dealers and the related cure costs is
available for free at http://bankrupt.com/misc/ChrysDealers.pdf

The Debtors have also submitted a schedule of designated
production supplier agreements intended to be assumed by New
CarCo.  A list of the Suppliers Agreements and the related cure
costs is available for free at
http://bankrupt.com/misc/ChyrsSuppliersList.pdf

Subject to Court approval, 2,392 Chrysler, Jeep(R) or Dodge
dealers will continue with the new company in a global alliance
with Fiat once the sale is complete, discloses the Company's
official company statement.  This action will help improve the
landscape of the Chrysler dealership network following the sale
and enhance the full line portfolio of Dodge, Jeep and Chrysler
products for customers.

"We are in the process of revitalizing Chrysler's business to
succeed as a viable enterprise under new ownership in the
future," said Jim Press, Chrysler vice chairman and president.
"The unprecedented decline in the industry has had a significant
impact on our sales and forced us to reduce production levels to
better match the needs of the market.  With the downsizing of
operations after the sale and reduction of plants and production,
similar reductions must be made to the size of the dealer body.
We appreciate the support of our dealers and regret this painful
action.  We wish market conditions made it possible to keep
everyone."

Chrysler plans to maintain "business as usual" with all of its
dealers through the transition.  The Company intends to honor
warranty and incentive payments, during the period that rejected
dealers remain active.  Chrysler said it is committed to working
with these dealers to ensure a positive relationship with
customers.  To ease the burden on dealers whose agreements have
not been assumed, Chrysler will work to assist in the
redistribution of new vehicles and parts to the remaining dealer
network.

"It is with a deep sense of sadness that we must take steps to
end some of our Sales and Service Dealer Agreements," said Steven
Landry, Executive Vice President, North American Sales and
Marketing, Global Service and Parts.  "The decision, though
difficult, was based on a data-driven matrix that assessed a
number of key metrics.  In total, 789 dealers, which represents
14 percent of our sales volume, will be rejected and, subject to
the court approval, they will discontinue selling Dodge, Chrysler
or Jeep vehicles on or about June 9.

"The review was an objective and rigorous process that was both
thoughtful and thorough.  We plan to work to have an orderly
transition.  These are extraordinary times and they call for an
extraordinary response.  It is important to our dealers and to
our customers that these steps be completed quickly and
seamlessly as we transition to a new Chrysler," Mr. Landry added.

While difficult, the actions to restructure its dealer network
are a necessary part of Chrysler's viability plan and are central
to the proposed sale transaction, notes the statement.  These
actions will help ensure that both remaining dealers and the new
company will be stronger and more profitable going forward,
Chrysler points out.

                        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: Two Counties Want Taxing Liens First in Line
----------------------------------------------------------
The Wayne County Treasurer and the Oakland County Treasurer seek
modification of the proposed final order authorizing Chrysler LLC
to use cash collateral to provide that the Treasurers' liens in a
certain real and personal property will remain first, primary and
superior to all other liens, including the liens of first lien
prepetition lenders.

Specifically, the Wayne County Treasurer and the Oakland County
Treasurer want the Court to grant the Debtors' Request but strike
the provision for adequate protection liens to the First Lien
Prepetition Lenders superior to the liens of the taxing
authorities.

At the time of the Debtors' filing, the Debtors own multiple
parcels of real and personal property located in Wayne and
Oakland County, Michigan.

As of the Petition Date, the Debtors may owe the Treasurers for
real and personal property taxes for the 2008 tax year or the
Local Taxing Authorities in Wayne County for personal property
taxes for the 2008 tax year, Richard I. Kilpatrick, Esq., at
Kilpatrick & Associates P.C., in Auburn Hills, Michigan, says.

Any obligations for property taxes for the 2008 year are
prepetition and secured by liens on the real and personal
property of the Debtors which liens arose prepetition, Mr.
Kilpatrick contends.

The Debtors' obligation to pay property taxes in Michigan for
2009 accrued before the filing of the Debtors' Chapter 11 cases.
As to the real and personal property sold by the Debtors as a
result of any order authorizing sale of their assets, the Debtors
will owe the property taxes for 2009 which are not assumed by the
purchaser, Mr. Kilpatrick points out.

Based on the Debtors' request to sell substantially all of their
assets, it appears that some of the real and personal property
located in Wayne and Oakland County, Michigan will not be
included in the proposed sale to Fiat S.p.A, Mr. Kilpatrick tells
the Court.

Pursuant to Section 362(b)(18) of the Bankruptcy Court, if an ad
valorem property tax comes due after the date of filing a
bankruptcy petition, the statutory lien in the property is
perfected postpetition.

The summer 2009 property taxes will come due at various dates
between July 31 and September 14, 2009, depending on local
ordinances while the winter 2009 property taxes will come due as
to most taxing jurisdictions on February 14, 2010, Mr. Kilpatrick
discloses.  He adds that the unpaid real and personal property
taxes for 2009 in Michigan will become statutory liens on the
real and personal property of the Debtors as of July 1, 2009, as
provided by other local ordinances, or December 1, 2009, at the
latest.

Mr. Kilpatrick notes that the Treasurers utilize the real and
personal property taxes collected to fund schools, roads, fire
departments and other municipal and county functions.

"Should the Court allow the subordination of the Treasurers'
liens to the First Lien Prepetition Lenders, the Treasurers are
unlikely to obtain any recovery for the services provided to the
Debtors during the pendency of the bankruptcy cases," Mr.
Kilpatrick argues.

The Debtors seek to grant the First Lien Prepetition Lenders
rights over and above the statutory lien rights of the
Treasurers, contrary to state law and unwarranted in the Chapter
11 Cases, Mr. Kilpatrick further points out.  He tells the Court
that the Treasurers simply seek that the Court not overturn
established state law regarding the priority of liens for
personal and real property taxes.

                        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: Exhibits to Fiat Asset Purchase Agreement Filed
-------------------------------------------------------------
A copy of the Master Purchase Agreement between Chrysler LLC and
Fiat S.p.A, was submitted to the U.S. Bankruptcy Court for the
Southern District of New York, without its voluminous exhibits and
schedules.  A full-text copy of the Purchase Agreement with Fiat
is available for free at:

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

In the sale request, the Debtors stated that "[t]he Purchase
Agreement with its schedules and exhibits -- excluding
certain commercially sensitive information -- will be filed with
the Bankruptcy Court and available for review."

Accordingly, the Debtors filed in Court a copy of the Purchase
Agreement along with these exhibits, attachments and related
agreements:

  * the Auburn Hills Agreement, a full-text copy of which is
    available for free at:

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

  * the CGI Indemnity Assignment Agreement, a full-text copy of
    which is available for free at:

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

  * the Daimler Agreement, a full-text copy of which is
    available for free at:

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

  * the Final Joint Restructuring Plan (including the
    Business Plan that has been incorporated into the Final
    Joint Restructuring Plan), which redacted copy contains only
    the cover page of the document;

  * the Master Industrial Agreement (in redacted form) , a full-
    text copy of which is available for free at:

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

  * the Operating LLC Agreement, a full-text copy of which is
    available for free at:

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

  * the Shareholder Agreement, a full-text copy of which is
    available for free at:

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

  * the Terms of UAW Active Labor Modifications, a full-text
    copy of which is available for free at:

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

  * the Form of UAW Retiree Settlement Agreement, a full-text
    copy of which is available for free at:

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

  * the Transition Service Agreement (in redacted form), a
    full-text copy of which is available for free at:

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

  * the Canada Loan Documents, a full-text copy of which is
    available for free at:

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

  * the Management Services Agreement, a full-text copy of which
    is available for free at:

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

  * the Sale Order, a full-text copy of which is
    available for free at:

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

  * Article II of the Company Disclosure Letter (in redacted
    form), a full-text copy of which is  available for free at:


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

  * the Equity Subscription Agreement, dated as of April 30,
    2009, between New CarCo Acquisition LLC and The United
    States Department of the Treasury, a full-text copy of which
    is available for free at:


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

  * the Equity Subscription Agreement, dated as of April 30,
    2009, between New CarCo Acquisition LLC and Canada
    Development Investment Corporation, a full-text copy of
    which is available for free at:

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

  * the VEBA Equity Subscription Agreement, dated as of April
    30, 2009, between New CarCo Acquisition LLC and UAW Retiree
    Medical Benefits Trust, a full-text copy of which is
    available for free at:

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

  * the Contingent Value Right Side Letter, dated April 30,
    2009, between The United States Department of the Treasury
    and UAW Retiree Medical Benefits Trust, with form of Equity
    Recapture Agreement, among VEBA, VEBA Holdco and The United
    States Department of the Treasury, a full-text copy of which
    is available for free at:
    http://bankrupt.com/misc/Chrysler_ContingentValueSideLetter.pdf

  * the Canada Equity Upside Side Letter Agreement, dated April
    30, 2009, between Canada Development Investment Corporation
    and The United States Department of the Treasury, a full-
    text copy of which is available for free at:
    http://bankrupt.com/misc/Chrysler_CanadaEquityUpsideSideLetterPact.pdf

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Proposes to Perform Under Chase Purchase Card Pact
----------------------------------------------------------------
Chrysler LLC and its debtor-affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to
continue to perform under a purchase card agreement with The
Chase Manhattan Bank (USA) N.A.

The agreement, which was signed by Chase Manhattan and Chrysler
Corporation in 1996, authorizes JPMorgan Chase N.A. to issue
purchasing cards with a credit limit of $3,000,000 to the
Debtors' employees and arrange for the provision of billing and
other services.  As part of the deal, the Debtors opened a cash
collateral account at JPMorgan to secure their payment.

The Debtors generally make about $1.5 million of credit card
purchases per month, most of which are associated with four
credit cards issued to Chrysler Service Contracts to pay non-
Chrysler dealers for vehicle repairs that are covered by those
contracts.  The payment to non-Chrysler dealers generally happens
when a customer with a Chrysler vehicle goes to an independent
repair facility, and when non-Chrysler vehicles covered by the
service contracts being sold by the Debtors are repaired either
at independent repair facilities or at non-Chrysler dealers.

Following the Debtors' bankruptcy filing, JPMorgan froze the
credit cards issued under the Purchase Card Agreement, preventing
the independent repair facilities from receiving payment.
Consequently, some of these independent repair facilities
reportedly held the customers' vehicles and will not release them
until they are paid.

"It is essential that the purchase cards be immediately
reactivated and continued in order to prevent immediate and
irreparable harm to the Debtors' and their estates," says Corinne
Ball, Esq., at Jones day, in New York.  "The repair facilities'
retention of the customers' vehicles causes extreme customer
dissatisfaction and harm to the Debtors' reputation."

As of May 11, 2009, the claim backlog on the four credit cards
issued to Chrysler Service Contracts had grown to about 500.

"About half of those customers are in rental cars because the
repair facilities will not release their vehicles.  As this claim
backlog increases, the expense associated with the rental
cars grows," Ms. Ball says.

The Debtors don't think they can obtain a comparable credit card
on an unsecured basis from another financing source, and that
JPMorgan is unwilling to reactivate the purchase cards without
security.  "Putting in place another credit card or alternative
system would be time-consuming and not practical," Ms. Ball
further says.

The Debtors also ask the Court to permit JPMorgan to apply the
$1.5 million they owe to the bank under the Purchase Card
Agreement against the $4.5 million held in the cash collateral
account, and to convene a final hearing on their request on
June 3, 2009, at 11:00 a.m. (New York time).

                         *     *     *

The Debtors obtained interim approval to continue the Purchase
Card Agreement and use the purchase cards from May 14, 2009,
until the earlier of (i) entry of an order following the final
hearing, or (ii) consummation of the Fiat transaction.

In its order dated May 14, 2009, the Court held that the
consummation of the Fiat transaction constitutes an immediate
termination event under the Purchase Card Agreement unless waived
by JPMorgan in its sole discretion.

The Court granted JPMorgan a priority administrative expense
claim junior to the administrative expense claims granted to the
U.S. Department of the Treasury and Export Development Canada, as
DIP lenders, and to the "adequate protection claims" granted to
the U.S. Treasury.  JPMorgan is also granted a valid and
perfected first priority security interest in the cash collateral
account and all funds contained therein.

The Court lifted the automatic stay to permit JPMorgan, without
further notice or court order, to apply the amounts owing under
the Purchase Card Agreement against amounts held in the cash
collateral account.

The hearing to consider final approval of the Debtors' request is
scheduled for June 3, 2009, at 11:00 a.m.

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Seeks to Reject Aircraft Lease With Canal Air
-----------------------------------------------------------
Chrysler LLC seeks authority from Judge Arthur Gonzalez of the
U.S. Bankruptcy Court for the Southern District of New York:

    (i) to reject certain aircraft lease agreements between
        Chrysler LLC and lessor Canal Air, LLC, effective as of
        the later of (a) May 12, 2009 or (b) the date on which
        possession of the leased aircraft has been surrendered
        to Canal Air;

   (ii) to reject certain aircraft charter agreements;

  (iii) for Canal Air to provisionally apply certain security
        deposits held for the Leases; and

   (iv) for Chrysler to execute certain documents necessary to
        reflect the rejection in the records of the Federal
        Aviation Administration.

Before the Petition Date, Chrysler LLC was party to an Aircraft
Lease Agreement dated December 20, 2007, pursuant to which
Chrysler leased a Gulfstream Aerospace, Model G450 Aircraft and a
Gulfstream Aerospace, Model G550 Aircraft.

At the same time, Chrysler executed Security Deposit Pledge
Agreements, pursuant to which Chrysler deposited with General
Electric Capital Corporation on behalf of and as bailee for Canal
Air, the sum of $3,580,000 for the Gulfstream 450 Pledge
Agreement and $5,320,000 for the Gulfstream 550 Pledge Agreement.

Pursuant to an Aircraft Charter Agreement, Chrysler engaged AAC,
doing business as Pentastar Aviation Charter, Inc., to charter
the Aircraft to third parties.   Accordingly, Chrysler, Canal
Air, and AAC, entered into an Aircraft Charter Addendum, pursuant
to which AAC agreed that (i) the its rights to the Aircraft are
subject to the terms of the Leases including the right of Canal
Air to inspect and take possession of the Aircraft from time to
time, and (ii) AAC will, upon delivery of notice by Canal Air of
an Event of Default to AAC, have no further rights to the
Aircraft.

Chrysler also engaged Pentastar Aviation to manage, operate,
store, and maintain the Aircraft.

The Leases and the Charter Agreements are not among those
proposed to be assumed and assigned in the Fiat Transaction.
Further, pursuant to the Second Lien Secured Priming
Superpriority Debtor-In-Possession Credit Agreement, the Debtors
are required to take all reasonable steps as may be required to
divest themselves of any interest in the aircraft that are the
subject of the Leases.  Accordingly, the Debtors have determined
that rejecting the Agreements and surrendering possession of the
Aircraft to Canal Air is in the best interests of their estates.

To facilitate the transfer of the possession and operational
control of the Aircraft to Canal Air, a termination of the Leases
must be filed with the FAA.  As a result, Chrysler also seeks the
Court's authority to execute a Notice of Termination for the
Gulfstream 450 and the Gulfstream 550 and all other documentation
necessary for the surrender of possession and control of the
Aircraft under all applicable laws and regulations.

                        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: Two Suppliers Want Opt-Out Clause in New Trade Terms
------------------------------------------------------------------
SKF USA, Inc. and Peer Bearing Co., which supply Chrysler LLC with
component parts, object to the automaker's request to condition
payment of prepetition claims of suppliers on the suppliers'
acceptance of additional trade terms requested by Chrysler.

According to Henry J. Jaffe, Esq., at Pepper Hamilton LLP, in
Wilmington, Delaware, as of the Petition Date, the Debtors owed
the Objectors, in the aggregate, a liquidated amount not less
than $1,309,316 for product sold and delivered prepetition.

Mr. Jaffe also tells the Court that it appears some contracts
between the parties may have been executory, within the meaning
of Section 365(a) of the Bankruptcy Code, because material
performance may have been due and owing on both sides of the
contracts.

As previously reported, the Debtors asked the Court for authority
to pay prepetition claims of essential suppliers.  As a condition
of receiving payment, the Debtors require the essential suppliers
to accept additional "trade terms".

Mr. Jaffe relates that at the interim hearing on the Debtors'
Request, SKF's counsel began pressing the arguments when the
Debtors' counsel interrupted the SKF's counsel's presentation and
led SKF to understand and believe that the Debtors would withdraw
the portion of the Debtors' Request seeking to bind "essential
suppliers" to the Debtors' proposed Trade Terms merely through
the acceptance of one or more payments from the Debtors.

Unfortunately, the Debtors' counsel did not present SKF's counsel
with a proposed form of interim order before submitting it to the
Court and SKF's counsel was surprised when they saw that a
proposed interim order had been submitted and entered without
their review and consent, Mr. Jaffe says.  He adds that had SKF
had the opportunity to do so, it would have objected to the
proposed form of interim order submitted by the Debtors as it did
not, and still does not, resolve SKF's objection.

Mr. Jaffe contends that the consequences of entering into the
Trade Terms are simply too weighty to risk a supplier's
inadvertently binding itself.  He explains that not only do the
Trade Terms require suppliers to continue selling materials to
Debtors on credit, but they would also require suppliers to do so
on terms that may unilaterally be set by the Debtors in their
business judgment.  Further, the Trade Terms would even cause
suppliers to waive virtually all of their rights to object to the
assumption and assignment of their executory contracts.

"As such, any order granting the [Debtors' Request] should not
include the Debtors' proposed regime of automatic implementation
of the Trade Terms by virtue of vendors negotiating payments
received from the Debtors.  Rather, to bind suppliers to such
terms, Debtors must be required to obtain the written assent of
such suppliers," Mr. Jaffe says.

In the alternative, any order granting the Debtors' Request
should include a formal "opt out" process pursuant to which the
supplier will not be bound by the Trade Terms through the
negotiation of a payment if it notifies the Debtors, Mr. Jaffe
submits.

Mr. Jaffe tells the Court that SKF has already "done this"
through its objections to the Debtors' Request and, also, through
formal correspondence and, therefore, should already be deemed to
have "opted out."

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Has Supplier Payment Plan; Suppliers Named
--------------------------------------------------------
Chrysler LLC outlined documents submitted to the U.S. Bankruptcy
Court for the Southern District of New York a supplier payment
plan, disclosing the companies who will be paid and the amounts
they may receive.

Alex Ortolani at Bloomberg News relates that the suppliers include
Magna International Inc., TRW Automotive Holdings Corp., and Adac
Plastics Inc.  Court documents say that Adac Plastics is slated to
receive $4.09 million.

According to court documents, suppliers who disagree with the
amount must file a complaint within 10 days of receiving the
notice of payment and work.  They must work with Chrysler to
resolve the issue, or take the dispute to court on June 4, court
documents say.  Court documents state that if a settlement
couldn't be reached, the supplier's contract or lease will noo
longer be considered."

Court documents say that Chrysler will pay various units of
Continental AG about $70 million.  Bloomberg relates that Johnson
Controls Inc. is slated to receive more than $69.8 million.
According to court documents, Van Buren of Visteon Corp. may get
$22.3 million and BorgWarner Inc. will receive about $17 million.
Bloomberg reports that Chrysler will pay Yazaki Corp. about
$20.9 million.

The list, according to court documents, isn't final.  Bloomberg
states that more suppliers can be added for payment of pre-
bankruptcy bills.

Bloomberg reports that Chrysler said that it is asking suppliers
to stop participating in a U.S. Treasury aid program intended to
help partsmakers.  The plan, says the report, provided about
$1.5 billion in funding to ensure or immediately pay suppliers
bills owed by Chrysler.  Suppliers had to pay a fee of two to
three percent of the bills or accounts receivable to participate
in the program, says the report.

Chrysler said in a statement, "While the program remains open at
this time, Chrysler does not believe suppliers need to use the
program as they will be economically better off being paid through
the bankruptcy court process."

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: Asbury to Close One Chrysler and Two GM Dealerships
-----------------------------------------------------------------
Asbury Automotive Group, Inc., said its Nalley Chrysler/Jeep
dealership in Roswell, Georgia is on Chrysler LLC's list of stores
that it intends to reject as part of its dealer consolidation
plan.  In addition, General Motors has notified the Company that
it will not renew the franchise agreements for two Asbury
dealerships in Kissimmee, Florida -- a Chevrolet franchise and a
combined Pontiac/Buick/GMC store -- when they expire in November
2010.

The three dealerships generated revenues of approximately
$105 million in 2008, or about 2% of Asbury's total revenues of
$4.6 billion.

"We are disappointed that the Nalley dealership will be closing
and the Kissimmee stores will be phased out, and our hearts go out
to the affected employees," said Charles R. Oglesby, Asbury's
President and CEO. "At the same time, we understand that
consolidation of their dealer networks is a critical component of
Chrysler and GM's restructuring programs, and that it's important
for all parties to bear some part of the burden. We will do
whatever we can to support the manufacturers through this
difficult period."

Mr. Oglesby continued, "Overall, the closing of these dealerships
will not have a material impact on Asbury's ongoing revenues,
earnings or financial position. With approximately 86% of our new
light vehicle revenue generated by mid-line import and luxury
brands, we continue to believe that Asbury is well-positioned for
future growth."

                  About Asbury Automotive Group

Asbury Automotive Group, Inc., headquartered in Duluth, Georgia, a
suburb of Atlanta, is one of the largest automobile retailers in
the U.S. Built through a combination of organic growth and a
series of strategic acquisitions, Asbury currently operates 86
retail auto stores, encompassing 113 franchises for the sale and
servicing of 37 different brands of American, European, and Asian
automobiles.  Asbury offers customers an extensive range of
automotive products and services, including new and used vehicle
sales and related financing and insurance, vehicle maintenance and
repair services, replacement parts and service contracts.

                           *     *     *

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service downgraded Asbury Automotive Group,
Inc's corporate family and probability of default ratings to B2
from B1.  The outlook is negative.  These actions conclude the
review for possible downgrade initiated on December 22, 2008.


CG JCF: S&P Affirms Counterparty Credit Rating at 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
recovery ratings on C.G. JCF Corp.'s $515 million senior secured
term loan B and $40 million revolving credit facility to '4' from
'3'.  A recovery rating of '4' indicates S&P's expectation of
average (30%-50%) recovery for lenders in the event of a payment
default.

At the same time, Standard & Poor's affirmed its 'B' counterparty
credit rating on the company.  S&P also affirmed its issue-level
rating on C.G. JCF Corp.'s senior secured credit facilities at 'B'
(the same as the counterparty credit rating on the company) in
accordance with S&P's notching criteria for a recovery rating of
'4'.  The outlook is negative.


CITIGROUP INC: Sold $2BB of Investment-Grade Bonds Absent Govt Aid
------------------------------------------------------------------
Kellie Geressy at The Wall Street Journal reports that Citigroup
Inc. has sold $2 billion of investment-grade bonds without the
backing of the federal government.

Citing a person familiar with the matter, WSJ relates that demand
for the bonds was strong, and orders surpassed $6 billion.  The
10-year bonds, says WSJ, sold at a yield of 8.765%, which is
directly in line with the bond's launch level.  The report states
that the deal was rated 'A3' by Moody's Investors Service and 'A'
by Standard & Poor's.

According to WSJ, selling long-term debt without Federal Deposit
Insurance Corp. backing and plugging any capital shortfalls found
under the stress tests are prerequisites for repaying government
funds received under the Troubled Asset Relief Program.

Citigroup, WSJ relates, said that the offering isn't a sign that
it is looking to repay TARP funds.  The report quoted a Citigroup
official as saying, "It's more a signal of strength to the
market."

WSJ says that Citigroup has accepted more than $50 billion in TARP
aid, and bank regulators Citigroup to raise an additional
$5.5 billion in common equity, as a result of the recent "stress
tests."  According to the report, Citigroup said that it will
cover the dficit by expanding its previously planned conversion of
preferred shares into common stock.  Citigroup, says the report,
has also been selling noncore businesses.

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.


CMR MORTGAGE: Schedules $45MM in Assets and $22MM in Debts
----------------------------------------------------------
CMR Mortgage Fund II, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of California its schedules of assets
and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------      -----------
  A. Real Property
  B. Personal Property           $45,336,150
   C. Property Claimed as
     Exempt

  D. Creditors Holding
     Secured Claims                                  $100,000
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $21,915,373
                                 -----------      -----------
TOTAL                            $45,336,150      $22,015,373

San Francisco, California-based CMR Mortgage Fund II, LLC, filed
for Chapter 11 protection on March 31, 2009 (Bankr. N. D. Calif.
Case No. 09-30788).  Robert G. Harris, Esq., at the Law Offices
of Binder and Malter, represents the Debtor as counsel.  The
Debtor listed assets of $10 million to $50 million, and debts of
$10 million to $50 million.


COMMERCIAL VENTURES: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Anjali Fluker at Orlando Business Journal reports that developer
Kevin Azzouz has filed a Chapter 11 bankruptcy petition for
Commercial Ventures Orlando LLC in the U.S. Bankruptcy Court for
the Middle District of Florida.

Business Journal relates that Mr. Azzouz, developer of a
$1 billion MetroWest mixed-use project, also filed a voluntary
Chapter 11 bankruptcy petition for VP Phase IV Ltd. on May 6.
According to court documents, Commercial Ventures has up to
$50,000 in assets.

Norman Hull represents Mr. Azzouz in the bankruptcy case, Business
Journal states.

Commercial Ventures Orlando LLC is owned by Kevin Azzouz.


CONSECO INC: Shareholders Approve Amended Incentive Plan
--------------------------------------------------------
Shareholders of Conseco, Inc., approved on May 12, 2009, the
adoption of the Company's Amended and Restated Long-term Incentive
Plan.  The primary changes to the Plan were:

     * An increase in the number of shares of Conseco common stock
       Authorized for issuance under the Plan from 10,000,000 to
       25,846,268.

     * A provision was added that will reduce the number of shares
       Available under the Plan by 1.25 shares for each share of
       common stock subject to a "full value" award (which is any
       award other than an option, stock appreciation right or
       award required to be settled in cash).

     * The Plan provides that only shares covering awards that are
       cancelled, expired, forfeited, settled in cash, or
       otherwise terminated without delivery of shares will again
       be available for issuance under the Plan.

       These shares will not be added back to the aggregate Plan
       limit:

          (i) shares not issued or delivered as a result of the
              net settlement of outstanding stock options or SARs;

         (ii) shares surrendered or withheld as payment of either
              the exercise price of an award or withholding taxes
              related to an outstanding award; and

        (iii) shares repurchased on the open market with the
              proceeds from the exercise of stock options.

     * Certain other minor clarifying and conforming amendments
       were made to the Plan to reflect recent developments in
       applicable law and equity compensation practices including:

          (i) giving the Company's Compensation Committee the
              ability to delegate the authority to make awards to
              officers, subject to certain limitations;

         (ii) removing provisions that previously allowed the
              unused portion of a participant's annual award
              limit to be available for use in a future year;

        (iii) adding provisions to specifically prohibit the
              cancellation of underwater stock options or SARs in
              exchange for cash without shareholder approval;

         (iv) adding provisions to specifically prohibit the
              granting of dividend equivalents with respect to
              awards of stock options and SARs; and

          (v) adding provisions to specifically prohibit the
              payout of any dividends or dividend equivalents on
              unvested performance awards.

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                           *     *     *

As reported in the Troubled Company Reporter on January 6, 2009,
Fitch Ratings has downgraded the ratings assigned to Conseco Inc.
The rating outlook on Conseco Inc. and its subsidiaries remains
negative.  Fitch downgraded these ratings: (i) issuer default
rating to 'BB-' from 'BB'; (ii) senior secured bank credit
facility to 'BB-' from 'BB+'; and (iii) senior unsecured debt to
'B' from 'BB-'.


COYOTES HOCKEY: NHL Prefers Returning Team to Winnebago
-------------------------------------------------------
National Hockey League commissioner Gary Bettman said that he
would rather return the Phoenix Coyotes to Winnipeg than transfer
it to southern Ontario, The Associated Press reports, citing Earl
Scudder, the lead attorney for the Phoenix Coyotes.

The AP relates that a court hearing is scheduled for Tuesday.

NHL deputy commissioner Bill Daly said in court documents that
Phoenix Coyotes' bankruptcy filing is "nothing more than a scheme
to misuse this court and sidestep the NHL's transfer of ownership
and relocation process, as well as the league's fundamental right
to choose its own members and to decide where they should be
located."

According to The AP, Phoenix Coyotes is seeking to sell the team
to Canadian Blackberry magnate Jim Balsillie for $212.5 million,
on the condition that the team be moved to Hamilton in southern
Ontario.  The AP relates that NHL objected, as it wants to keep
the team in Glendale, Arizona, and said that since it had assumed
control of the Coyotes, the bankruptcy filing was unauthorized and
should be thrown out.

Phoenix Coyotes owner Jerry Moyes' attorneys said in court
documents that blocking the move to Canada would breach U.S. and
Canadian antitrust law, says The AP.  NHL, according to the
report, said that its authority has been upheld by U.S. and
Canadian courts.

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.


CROWN VILLAGE FARM: Developers Want Aug. 31 Deadline to Sell Co.
----------------------------------------------------------------
Court documents say that Crown Farm developers KB Home Maryland
LLC and Centex Homes Crown LLC have requested the U.S. Bankruptcy
Court for the District of Delaware to set the deadline to sell the
property on August 31.

Patricia M. Murret at Gazette.net reports that KB Home and Centex
Homes plan to bid on the project as CVF Operating Co.

According to Gazette.net, KB Home and Centex Homes teamed to form
Crown Village Farm LLC and tried selling the 181-acre property.
The report says that bidders offered barely half the $140 million
they paid for the property in 2006.

Court documents say that KB Home and Centex Homes want to
discharge much of their debts, reorganize and purchase the
property for $70 million under the name CVF Operating LLC.

Court documents say that ARL LLC, Jerunazargabr LLC, and Finmarc
Management Inc. filed civil lawsuits against KB Home, Centex
Homes, and their banks in December 2008 and January 2009 in
Montgomery County Circuit Court, hoping to collect some of their
anticipated revenues.  Gazette.net relates that ARL,
Jerunazargabr, and Finmarc Management claimed that KB and Centex
violated contract because they were deliberately:

     -- choosing not to process and sign record plats to avoid
        paying the balance due Steven L. Lebling and Aris
        Mardirossian;

     -- transferring the retail property to the developers; and

     -- transferring 33 acres to the city for a future public high
        school.

Gazette.net states that Messrs. Lebling and Mardirossian were
original partners in the Crown Farm project, and they helped KB
Home and Centex Homes get annexation and rezoning approval from
the city.  Citing city attorney Lynn Board, Gazette.net reports
that a 2006 annexation agreement for the property requires a
$1 million donation to the city in 2010.

Messrs. Lebling and Mardirossian, according to Gazette.net, sold
their interests in the property.  They are seeking to transfer the
civil lawsuits to the bankruptcy court, the report says.

The Vienna, Virginia-based Crown Village Farm LLC owns real
property in Gaithersburg, Maryland.  It is a joint venture formed
by KB Home Maryland Inc. and Centex Homes Crown LLC, each owning
50% of the membership interests in the venture.  Village Farm LLC
filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Case No. 09-
11522).  Chun I. Jang, Esq. and Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, have been tapped as counsel. Crown
Village listed debt of as much as $500 million and assets of as
much as $100 million in Chapter 11 documents.


CRUSADER ENERGY: In The Money on Swap with JPMorgan
---------------------------------------------------
Crusader Energy Group Inc. and JPMorgan Chase Bank N.A. have
reached a deal regarding distributions of proceeds from their
prepetition swap agreement.  According to Bloomberg's Bill
Rochelle, pursuant to the swap agreement, Crusader was owed more
than $3.1 million when JPMorgan declared the swap terminated in
March.  They have agreed that half of the proceeds from the swap
will go toward repayment of, according to Bloomberg, "the
financing for the chapter 11 effort."  Crusader will receive the
remainder for the operation of the business, even though it
represents collateral for the secured lenders' claims.

As reported by the TCR in April 2009, Crusader obtained approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to use cash securing loans from JPMorgan.

Bill Rochelle relates that Crusader said the options in bankruptcy
include a sale of "all or substantially all" of the assets.

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explores, develops and
acquires oil and gas properties, primarily in the Anadarko Basin,
Williston Basin, Permian Basin, and Fort Worth Basin in the United
States.  Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31797).  The Debtors' financial condition as of September 30,
2008, showed total assets of $749,978,331 and total debts of
$325,839,980.

Beth Lloyd, Esq., Richard H. London, Esq., and William Louis
Wallander, Esq., at Vinson & Elkins, L.L.P., represent the Debtors
as counsel.  Holland N. Oneil, Esq., Michael S. Haynes, Esq., and
Richard McCoy Roberson, Esq., at Gardere, Wynne & Sewell,
represent the Official Committee of Unsecured Creditors as
counsel.


DB ISLAMORADA: May Sell Substantially All Assets to MAMC Inc.
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
approved the sale of substantially all of the assets of DB
Islamorada, LLC, including certain real property owned by the
Debtor commonly known as the Indigo Bay Hotel situated in
Islamorada, Monroe County, Florida and substantially all of the
assets used or employed by the Debtor, free from all liens and
encumbrances, to MAMC, Inc., dba Berman Capital Management.

The property to be sold excludes (i) any inventory, furniture,
fixtures, equipment and other personal property not located on
the real property, (ii) all causes of action under Chapter 5 of
the Bankruptcy Code and claims against third parties, and (iii)
any other rights assigned to purchaser upon consummation of the
sale transaction.

At the auction, MAMC credit bid its liens, in the amount of
$5,000,000 to purchase Debtor's property.  No other party bid in
excess of MAMC's credit bid.

                        About DB Islamorada

Miami, Florida-based DB Islamorada LLC in developing a condominium
hotel in Islamorada, Monroe County, Florida.  The Company filed
for Chapter 11 relief on November 29, 2007 (Bankr. S.D. Fla. Case
No. 07-20537).  Andrew D. McNamee, Esq., and Patricia A. Redmond,
Esq., at Stearns Weaver Miller Weissler Alhadeff and Sitterson,
P.A, represent the Debtor as counsel.  In its schedules, the
Debtor listed total assets of $28,236,009 and total debts of
$27,546,060.


DELPHI CORP: Court Adjourns Plan Modification Hearing to May 29
---------------------------------------------------------------
The preliminary hearing on the anticipated plan modifications to
be submitted by Delphi Corp. and its debtor affiliates with
respect to their Confirmed First Amended Joint Plan of
Reorganization has been adjourned by the U.S. Bankruptcy Court for
the Southern District of New York to May 29, 2009, at 10:00 a.m.,
the company's counsel noted in a hearing notice.  The Preliminary
Plan Modification Hearing was previously scheduled for May 21,
2009.

The hearing has been moved in light of JP Morgan Chase Bank N.A.
and certain lenders' consent to give Delphi more time to file the
plan modifications, under the "third amendment" of the DIP
Accommodation Agreement among Delphi, JPMorgan and the secured
lenders under the $4.35 billion DIP Credit Facility.  Judge Drain
has granted interim approval of the DIP Accommodation Third
Amendment and thus, Delphi has until May 21 to comply with the
plan modification submission.

The Preliminary Plan Modification Hearing has been adjourned seven
times.  Under the original schedule, Delphi contemplated an
October 23, 2008 preliminary hearing and emergence from bankruptcy
by December 31, 2008.

Delphi's road to confirmation hit a snag when plan investors led
by Appaloosa Management L.P. backed out, in April 2008, of a $2.5
billion equity financing commitment contemplated by the Company's
confirmed Chapter 11 plan that would have paved the way for Delphi
to exit bankruptcy.  Since then, Delphi has turned to its former
parent, General Motors Corporation, for liquidity support.
However, GM too had its own operating losses, debt liabilities and
pension liabilities to iron out.  Delphi's liquidity problems have
also been aggravated by a decline in the current automotive
markets.

The Company says it continues to engage in negotiations with GM
and the U.S. Treasury Department's Auto Task Force for the much
needed cash infusion into its operations, but admits these
discussions might stretch into late May 2009 as GM is also dealing
with the U.S. government-imposed June 1, 2009 deadline for GM to
either restructure or file for bankruptcy.

Delphi was spun off from GM in 1999, but remains to be a major
auto parts supplier for GM.  If Delphi aims to emerge from
bankruptcy as a viable company, it expects GM to provide it with
further financing or to free it of non-performing plants that are
still beneficial to GM's operations.

In its most recent financial report released last May 11, 2009,
however, Delphi doesn't discount the possibility of an asset
liquidation in light of recent losses it incurred.  The Company
reported lower production and sales revenue dipping to more than
50% for the first quarter of 2009.

                        About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 167; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Demolishes Kettering, Ohio Plant to Sell Property
--------------------------------------------------------------
Delphi Corp. is completing demolition of its plant located at 2000
orrer Blvd., in Kettering, Ohio, to sell the property, Dayton
Daily News reports.

Delphi's Kettering Plant makes suspension parts for automotive
manufacturers.

Delphi spokesperson Lindsey Williams confirmed to Dayton Daily
News that the demolition on the remainder of plants 11 and 18 and
portions of plants 17 and 12 in the Kettering facility is expected
to be finished by end of August 2009.

Delphi previously was engaged in discussions with Tenneco Inc. in
August 2007 for a possible sale of the Kettering Plant.  Delphi
owns the 2.2 million sq. ft. Forrer Boulevard Property, but leases
1 million sq. ft. of space to Tenneco, according to Dayton News.
Tenneco is a supplier of shocks and struts to General Motors
Corporation's passenger cars, the news source adds.

Meanwhile, Delphi will stop air bags, seat belts and other
occupant- safety equipment production at its plant in Vandalia,
Ohio, by the end of 2009, The Associated Press reports.   The
implication of Delphi's decision to the Vandalia plant's 140
workers is yet to be determined, AP says.

In addition, Delphi Electronics & Safety confirmed laying off 80
workers at its Kokomo, Indiana, manufacturing facility, placing
120 workers on indefinite layoffs, The Herald Bulletin reports.

The Kokomo plant builds products, including integrated circuits,
engine controllers, safety electronics, sensors and power
electronics for hybrid vehicles.  As of May 12, 2009, about 270
workers remain in the Kokomo plant, the article notes.

As Delphi's major customer, General Motors Corporation faces a
June 1, 2009 restructuring deadline, more layoffs from Delphi are
expected, Linda Ferries, Delphi's spokesperson told The Herald
Bulletin.  Ms. Ferries said that given its customers' declining
demand, Delphi should respond by cutting back production.

                        About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 167; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: March 31 Balance Sheet Upside Down by $13.8 Bil.
-------------------------------------------------------------
Delphi Corp. reported its financial results for the first quarter
of 2009 with the U.S. Securities and Exchange Commission in a Form
10-Q filing on May 11, 2009.

The Company reported $556 million in net income for the first
quarter ended March 31, 2009.  Delphi Chief Accounting Officer and
Controller Thomas Timko relates that Delphi's non-General Motors
Corporation sales in the first quarter of 2009 declined by 50%.
He notes that GM North America sales also decreased due to a 58%
reduction in production by GM North America for the first quarter
of 2009, which includes the wind down and closure of certain
plants and divestitures in Delphi's Automotive Holdings Group
segment, which were predominantly GM-related, as well as the
impact of the consumer trends and market conditions.
Specifically, the GM North America sales represented 19% of
Delphi's total net sales for the first quarter of 2009, as
compared to 21% of total net sales for the first quarter of 2008.
Mr. Timko relates that as GM sales decreased to GM North America
volumes, non-GM sales increased representing 71% of Delphi's total
net sales for the first quarter of 2009.  In the first quarter of
2009, GM sales from continuing operations decreased 55% from the
first quarter of 2008, and represented 29% of Delphi's total net
sales from continuing operations for the first quarter of 2009, he
adds.

Mr. Timko explains that Delphi's net income for the first quarter
of 2009 was favorably impacted by:

   (a) $1.2 billion due to the termination of health care and
       life insurance benefits to salaried employees, retirees
       and surviving spouses effective March 31, 2009, recorded
       during the three months ended March 31, 2009;

   (b) $153 million due to the impact of the Amended Global
       Settlement Agreement or the GSA and Master Restructuring
       Agreement or the MRA recognized in the first quarter of
       2009;

   (c) absence of $79 million of previously capitalized fees paid
       to potential Plan Investors and their affiliates recorded
       as expense in the first quarter of 2008, as a result of
       the termination of the Equity Purchase and Commitment
       Agreement;

   (d) $36 million of workforce transition program charges
       recorded during the first quarter of 2008; and

   (e) $30 million related to the loss on sale of Delphi's global
       bearings business in the Automotive Holdings Group
       recorded during the first quarter of 2008.

However, Mr. Timko notes, offsetting these favorable events were
decreases to gross margin primarily attributable to a 58% decrease
in GM North America volume, among others.  He adds that interest
expense increased due to higher interest rates applied to Delphi's
outstanding debts for the first quarter ended March 31, 2009, as
compared to the first quarter of 2008.

Income loss from discontinued operations was $31 million for the
first quarter of 2009, compared to $58 million for the same period
in 2008.  Included in the income from discontinued operations for
the three months ended March 31, 2009, are (i)
$31 million related to the operations and assets held for sale of
Delphi's Global Steering Business; (ii) $79 million recognized in
the first quarter of 2009 due to the impact of the Amended MRA,
and (iii) $10 million related to employee termination benefits and
other exit costs.

Net cash used in operating activities totaled $219 million for the
three months ended March 31, 2009 and net cash used in operating
activities for the same period in 2009 totaled $290 million.  Mr.
Timko explains that cash flow from operating activities continues
to be negatively impacted by operating challenges due to lower
North American production volumes, related pricing pressures
stemming from increasingly competitive markets, and the overall
slowdown in the global economy.  Delphi expects its operating
activities to continue to use, not generate, cash.

More importantly, Delphi, GM and the U.S. Department of Treasury
are continuing to discuss the terms of a global resolution of
matters relating to GM's contribution to the resolution of
Delphi's Chapter 11 cases, according to Mr. Timko.  As part of the
ongoing discussions, the parties are considering further
amendments to the Amended MRA and Amended GSA, which may include a
sale of one or more U.S. manufacturing sites to GM.  Until a time
as the Term Sheet is agreed upon and even assuming that the Term
Sheet comprehends additional liquidity, liquidity is expected to
remain constrained for Delphi through the remainder of the year
and Delphi must continue implementing and executing its cash
savings initiatives to preserve liquidity in this very difficult
economic environment, Mr. Timko says.

Mr. Timko adds that Delphi's failure to deliver a satisfactory
Term Sheet or meet the other milestones under the DIP
Accommodation Agreement will be an event of default under the
Accommodation Agreement and absent receipt of a waiver will result
in a termination of the accommodation period entitling Delphi's
lenders to exercise all available remedies, including foreclosure
on substantially all of Delphi's assets.  Those actions may result
in the temporary or permanent suspension and ultimate sale and
liquidation of the operations of Delphi, he points out.  Delphi
anticipates the Term Sheet to comprehend additional liquidity
support from its stakeholders to allow it to continue operations
until a consensual resolution can be implemented.  However, as
discussions are ongoing, there can be no assurance that this will
be the case, Mr. Timko notes.

Moreover, Delphi expects lower production volumes throughout the
second and third quarters of 2009 given the recently announced
production shutdowns by GM and Chrysler.  Mr. Timko says that
although Delphi will continue its cash savings initiatives, there
can be no assurance that those initiatives will be able to offset
the impact of a prolonged shutdown and that Delphi will not
require supplemental liquidity even beyond any contemplated by the
Term Sheet.  He further relates that Delphi's failure to secure
adequate supplemental liquidity will put increased stress on its
ability to fund its North American operations; to benefit from any
recovery of volumes when GM, Chrysler and other customers restart
manufacturing operations; and may hinder Delphi's ability to
remain compliant with the financial covenants in the DIP
Accommodation Agreement.  Against this backdrop, Delphi may need
to sharply curtail operations, including temporary or permanent
shutdown of one or more operations in North America to remain in
compliance and if it cannot do so, its lenders under the Amended
and Restated DIP Credit Facility may seek to foreclose upon
substantially all of Delphi's assets and proceed toward a sale or
liquidation, Mr. Timko stresses.  In addition, upon emergence from
Chapter 11, Delphi intends to meet the minimum funding standards
under Section 412 of the Bankruptcy Code applicable to the pension
plans.

A full-text copy of Delphi's quarterly report on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?3cda

                    Delphi Corporation, et al.
           Unaudited Consolidated Balance Sheets
                      As of March 31, 2009
                         (In Millions)

                             ASSETS
Current assets:
  Cash and cash equivalents                             $650
  Restricted cash                                        449
  Accounts receivable, net:
     General Motors and affiliates                       695
     Other customers                                   1,519
  Inventories, net:                                    1,130
  Other current assets                                   484
  Assets held for sale                                   551
                                                    --------
     TOTAL CURRENT ASSETS                              5,478

Long-term assets:
  Property, net                                        3,214
  Investment in affiliates                               280
  Other long-term assets                                 442
                                                    --------
     TOTAL LONG-TERM ASSETS                            3,936
                                                    --------
TOTAL ASSETS                                          $9,414
                                                    ========

             LIABILITIES AND STOCKHOLDERS' DEFICIT Current
liabilities:
  Short-term debt                                      4,244
  Accounts payable                                     1,567
  Accrued liabilities                                  2,164
  Liabilities held for sale                              328
                                                    --------
  TOTAL CURRENT LIABILITIES                            8,303

Long-term liabilities:
  Employee benefit plan obligations                      538
  Other long-term liabilities                          1,014
                                                    --------
  TOTAL LONG-TERM LIABILITIES                          1,552

Liabilities subject to compromise                     13,435
                                                    --------
  TOTAL LIABILITIES                                  $23,290
                                                    ========

Stockholders' deficit:
  Common stock                                             6
  Additional paid-in capital                           2,747
  Accumulated deficit                                (11,512)
  Accumulated other comprehensive loss                (5,246)
Treasury stock                                           (6)
Noncontrolling interest                                 135
                                                    --------
  TOTAL STOCKHOLDERS' DEFICIT                        (13,876)
                                                    --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT           $9,414
                                                    ========


                   Delphi Corporation, et al.
         Unaudited Consolidated Statement of Operations
                Three Months Ended March 31, 2009
                         (In Millions)

Net sales:
  General Motors and affiliates                         $734
  Other customers                                      1,791
                                                    --------
Total net sales                                        2,525
                                                    --------

Operating expenses:
  Cost of sales                                        2,632
  Depreciation and amortization                          172
  Selling, general and administrative                    255
                                                    --------
Total operating expenses                                3059
                                                    --------

Operating loss                                          (534)
Interest expense                                        (137)
Other income, net                                          9
Reorganization items                                   1,144
                                                    --------

Income (loss) from continuing operations before
income taxes and equity income                          482
Income tax benefit (expense)                             51
                                                    --------
Income (loss) from continuing operations before
equity income                                           533
Equity (loss) income, net of tax                         (8)
                                                    --------
Net income (loss)                                        556
Net income attributable to noncontrolling interest         4
                                                    --------
NET INCOME                                              $552
                                                    ========


                   Delphi Corporation, et al.
         Unaudited Consolidated Statement of Cash Flows
                   Three Months Ended March 31, 2009
                         (In Millions)

Cash flows from operating activities:
  Net income                                            $556
  Adjustments to reconcile net income (loss)
   to net cash used in operating activities:
   Depreciation and amortization                         172
   Pension and other postretirement benefit expenses     126
   Reorganization items                               (1,144)
   (Gain) loss on assets held for sale                    (4)
   Deferred income taxes                                 (65)
   Other, net                                              8
Change in operating assets and liabilities:
   Accounts receivable, net                              130
   Inventories, net                                      152
   Other assets                                          115
   Accounts payable                                     (112)
   Accrued and other long-term liabilities              (120)
   Other                                                  49
U.S. employee workforce transition program payments     (13)
Pension contributions                                   (25)
Other postretirement benefit payments                   (19)
Other, net                                              (25)
Discontinued operations                                   -
                                                    --------
Net cash used in operating activities                   (219)
                                                    --------

Cash flows from investing activities:
  Capital expenditures                                  (166)
  Proceeds from divestitures and sale of property          8
  Proceeds from sale of non-U.S. trade bank notes         43
  Proceeds from divestitures, net                          4
  Increase in restricted cash                            (46)
  Other, net                                               1
  Discontinued operations                                (12)
                                                    --------
Net cash used in investing activities                   (168)
                                                    --------

Cash flows from financing activities:
  Net repayments of borrowings under refinanced
   DIP facility                                         (146)
  Net borrowings under refinanced DIP facility             -
  Net (repayments) borrowings under the debt agreements (207)
  Issuance costs related to the Accommodation Agreement  (16)
  Net borrowings under GM liquidity support agreements  (453)
  Other, net                                              (1)
  Discontinued operations                                 14
                                                    --------
Net cash used in financing activities                     97
                                                    --------

Effect of exchange rate fluctuations on
cash & cash equivalents                                 (19)
                                                    --------
Decrease in cash and cash equivalents                   (309)
Cash and cash equivalents at beginning of period         959
                                                    --------
Cash and cash equivalents at end of period              $650
                                                    ========

                 2009 First Quarter Financial Data

Delphi Corp. and its affiliates submitted to the Bankruptcy Court
on May 12, 2009, a consolidated operating report for the quarter
ended March 31, 2009.

The Debtors clarify that financial data on the non-debtor
entities, principally non-U.S. affiliates, are excluded from their
2009 4th quarter financial report.

                     Delphi Corporation, et al.
                     Quarterly Operating Report
                Condensed Combined DIP Balance Sheet
                       As of March 31, 2009
                          (in millions)

Current Assets:
Cash and cash equivalents                               $61
Restricted cash                                         410
Accounts receivable, net:
  General Motors affiliates                              523
  Other third parties                                    336
  Non-Debtor affiliates                                  253
Notes receivable from non-Debtor affiliates              97
Inventories, net                                        471
Other current assets                                    160
Assets held for sale                                    485
                                                    --------
Total current assets                                   2,796

Long-term assets:
Property, net                                         1,165
Investments in affiliates                               229
Investment in non-Debtor affiliates                     752
Notes receivable from non-Debtor affiliates           1,429
Other long-term assets                                  217
                                                    --------
   Total long-term assets                              3,792
                                                    --------
   Total assets                                       $6,588
                                                    ========

Liabilities and Stockholders' deficit
Current liabilities not subject to compromise:
Short-term debt                                       3,942
Accounts payable                                        473
Accounts payable to non-Debtor affiliates               486
Accrued liabilities                                   1,217
Liabilities held for sale                               262
                                                    --------
  Total current liabilities not
   subject to compromise                               6,380

Long-term liabilities not subject to compromise:
Employee benefit plan obligations and other             723
                                                    --------
  Total long-term liabilities
   not subject to compromise                             723

Liabilities subject to compromise                     13,516
                                                    --------
  Total liabilities                                   20,619

Stockholder's deficit:
  Total stockholders' deficit                        (14,031)
                                                    --------
Total liabilities and stockholders' deficit           $6,588
                                                    ========


                   Delphi Corporation, et al.
                   Quarterly Operating Report
         Condensed Combined DIP Statement of Operations
                Three Months Ended March 31, 2009
                          (in millions)

Net sales:
General Motors and affiliates                          $521
Other customers                                         464
Non-Debtor affiliates                                    44
                                                    --------
  Total net sales                                      1,029
                                                    --------
Operating Expenses:
Cost of sales                                         1,268
Depreciation and amortization                            83
U.S. Employee workforce transition                      132
                                                    --------
  Total operating expenses                             1,483

Operating loss                                          (454)
Interest expense                                       (131)
Other expense, net                                       (4)
Reorganization items, net                             1,159
Income tax benefit                                       52
Equity (loss) from non-consolidated affiliates,
  net of tax                                              (7)
                                                    --------
Income from continuing operations before income
taxes                                                   615
Income from discontinued operations, net of tax          25
Equity loss from non-Debtor affiliates, net of tax      (88)
                                                    --------

Net income                                               552
Net income attributable to noncontrolling interest         -
                                                    --------
Net income (loss ) attributable to Delphi               $552
                                                    ========


                   Delphi Corporation, et al.
                  Quarterly Operating Report
          Condensed Combined DIP Statement of Cash Flows
                Three Months Ended March 31, 2009
                          (in millions)

Cash flows from operating activities:
Net cash used in operating activities                 ($369)
                                                    -------- Cash
flows from investing activities:
Capital expenditures                                    (45)
Proceeds from sale of property                            4
Proceeds from divestitures                                1
(Decrease) Increase in restricted cash                  (55)
Proceeds from notes receivable from non-Debtor
  Affiliates                                               -
other, net                                                5
Discontinued operations                                  (1)
                                                    --------
   Net cash used in investing activities                  91

Cash flows from financing activities:
Net repayments of borrowings under DIP facility        (146)
Repayments of borrowings under other debt agreements     (1)
Issuance costs related to the Accommodation Agreement   (16)
Net borrowings under GM liquidity support agreements    453
                                                    --------
   Net cash provided by financing activities             290
                                                    --------
Decrease in cash and cash equivalents                   (170)
Cash and cash equivalents at beginning of period         231
                                                    --------
Cash and cash equivalents at end of period               $61
                                                    ========

A full-text copy of the Delphi Quarterly Operating Report for the
quarter ended March 2009 is available for free at:

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

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

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

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

(Delphi Bankruptcy News, Issue No. 167; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DEX MEDIA: S&P Cuts Corporate Credit Rating to 'D'
--------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on R.H. Donnelley Inc., Dex Media Inc., and Dex Media West
LLC to 'D' from 'CC'.

In addition, S&P lowered its issue-level ratings to 'D' from 'C'
on these:

  -- R.H. Donnelley Inc.'s 11.75% senior notes due 2015;
  -- Dex Media Inc.'s 8% senior notes due 2013; and
  -- Dex Media Inc.'s 9% senior notes due 2013;

S&P affirmed all of its other outstanding ratings on R.H.
Donnelley-related entities, including the 'CC' corporate credit
rating on Dex Media East LLC.  The outlook on this rating is
negative.

The rating actions stem from the company's announcement that it
would not make $78 million in aggregate interest payments due
May 15, 2009 on four notes issues (three of which S&P rate; the
other S&P does not).  This follows the company's missed interest
payment of $55 million due April 15, 2009, on parent company R.H.
Donnelley Corp.'s $1.23 billion 8.875% series A-4 senior notes,
for which the 30-day grace period has expired.

Regarding the interest payments due, a payment default has not
occurred relative to the legal provisions of the notes, because
there is a 30-day grace period in which to make the interest
payments.  Also, the company secured a forbearance agreement from
bondholders and bank lenders agreeing not to pursue their rights
and remedies under applicable debt agreements until May 28, 2009,
relating to the missed April 15, 2009 interest payment at RHD.

"However, S&P consider a default to have occurred regarding the
missed interest payments due, even if a grace period exists, when
the nonpayment is a function of the borrower being under financial
distress--unless S&P is confident that the payment will be made in
full during the grace period," explained Standard & Poor's credit
analyst Emile Courtney.

S&P lowered the corporate credit rating for Dex Media West LLC to
'D', even though S&P does not rate the relatively small
outstanding amount remaining on the 5.875% senior notes due 2011,
because the company also announced it would miss its May 15, 2009
interest payment on these notes.


DEX MEDIA EAST: S&P Affirms 'CC' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on R.H. Donnelley Inc., Dex Media Inc., and Dex Media West
LLC to 'D' from 'CC'.

In addition, S&P lowered its issue-level ratings to 'D' from 'C'
on these:

  -- R.H. Donnelley Inc.'s 11.75% senior notes due 2015;
  -- Dex Media Inc.'s 8% senior notes due 2013; and
  -- Dex Media Inc.'s 9% senior notes due 2013;

S&P affirmed all of its other outstanding ratings on R.H.
Donnelley-related entities, including the 'CC' corporate credit
rating on Dex Media East LLC.  The outlook on this rating is
negative.

The rating actions stem from the company's announcement that it
would not make $78 million in aggregate interest payments due
May 15, 2009 on four notes issues (three of which S&P rate; the
other S&P does not).  This follows the company's missed interest
payment of $55 million due April 15, 2009, on parent company R.H.
Donnelley Corp.'s $1.23 billion 8.875% series A-4 senior notes,
for which the 30-day grace period has expired.

Regarding the interest payments due, a payment default has not
occurred relative to the legal provisions of the notes, because
there is a 30-day grace period in which to make the interest
payments.  Also, the company secured a forbearance agreement from
bondholders and bank lenders agreeing not to pursue their rights
and remedies under applicable debt agreements until May 28, 2009,
relating to the missed April 15, 2009 interest payment at RHD.

"However, S&P consider a default to have occurred regarding the
missed interest payments due, even if a grace period exists, when
the nonpayment is a function of the borrower being under financial
distress -- unless S&P is confident that the payment will be made
in full during the grace period," explained Standard & Poor's
credit analyst Emile Courtney.

S&P lowered the corporate credit rating for Dex Media West LLC to
'D', even though S&P does not rate the relatively small
outstanding amount remaining on the 5.875% senior notes due 2011,
because the company also announced it would miss its May 15, 2009
interest payment on these notes.


DEX MEDIA WEST: S&P Cuts Corporate Credit Rating to 'D'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on R.H. Donnelley Inc., Dex Media Inc., and Dex Media West
LLC to 'D' from 'CC'.

In addition, S&P lowered its issue-level ratings to 'D' from 'C'
on these:

  -- R.H. Donnelley Inc.'s 11.75% senior notes due 2015;
  -- Dex Media Inc.'s 8% senior notes due 2013; and
  -- Dex Media Inc.'s 9% senior notes due 2013;

S&P affirmed all of its other outstanding ratings on R.H.
Donnelley-related entities, including the 'CC' corporate credit
rating on Dex Media East LLC.  The outlook on this rating is
negative.

The rating actions stem from the company's announcement that it
would not make $78 million in aggregate interest payments due
May 15, 2009 on four notes issues (three of which S&P rate; the
other S&P does not).  This follows the company's missed interest
payment of $55 million due April 15, 2009, on parent company R.H.
Donnelley Corp.'s $1.23 billion 8.875% series A-4 senior notes,
for which the 30-day grace period has expired.

Regarding the interest payments due, a payment default has not
occurred relative to the legal provisions of the notes, because
there is a 30-day grace period in which to make the interest
payments.  Also, the company secured a forbearance agreement from
bondholders and bank lenders agreeing not to pursue their rights
and remedies under applicable debt agreements until May 28, 2009,
relating to the missed April 15, 2009 interest payment at RHD.

"However, S&P consider a default to have occurred regarding the
missed interest payments due, even if a grace period exists, when
the nonpayment is a function of the borrower being under financial
distress -- unless S&P is confident that the payment will be made
in full during the grace period," explained Standard & Poor's
credit analyst Emile Courtney.

S&P lowered the corporate credit rating for Dex Media West LLC to
'D', even though S&P does not rate the relatively small
outstanding amount remaining on the 5.875% senior notes due 2011,
because the company also announced it would miss its May 15, 2009
interest payment on these notes.


EASTER SEALS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Easter Seals Tennessee, Inc.
        2001 Woodmont Boulevard
        Nashville, TN 37215

Bankruptcy Case No.: 09-05597

Chapter 11 Petition Date: May 17, 2009

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

Judge: George C. Paine II

Debtor's Counsel: Glenn Benton Rose, Esq.
                  Harwell Howard Hyne Gabbert Et Al
                  315 Deaderick Street
                  Suite 1800
                  Nashville, TN 37238
                  Tel: (615) 256-0500
                  Fax: (615) 251-1059
                  Email: gbr@h3gm.com

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

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

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

           http://bankrupt.com/misc/tnmb09-05597.pdf

The petition was signed by Fred M. Dowling, chief financial
officer of the Company.


ENERGY PARTNERS: Files Exit Plan; Disclosure Hearing on June 10
---------------------------------------------------------------
Energy Partners, Ltd., and certain of its domestic subsidiaries
filed on May 15, 2009, a pre-negotiated Joint Plan of
Reorganization and Proposed Disclosure Statement with the United
States Bankruptcy Court for the Southern District of Texas,
Houston Division.  A hearing by the Bankruptcy Court to consider
approval of the Disclosure Statement has been scheduled for
June 10, 2009.

The Plan is supported by an ad hoc committee of the Company's
senior noteholders comprised of more than 66.6% of the outstanding
aggregate principal amount of the Company's 9.75% Senior Unsecured
Notes due 2014 and the Company's Senior Floating Notes due 2013.

Following the approval of the Disclosure Statement, the Company
intends to seek confirmation of the Plan at a confirmation hearing
set for July 22, 2009, and hopes to emerge from bankruptcy shortly
thereafter.

"We are pleased to have filed our pre-negotiated Plan, which
already has the support of a significant number of our
stakeholders," said Alan D. Bell, Chief Restructuring Officer. "By
achieving this important milestone in our restructuring within the
anticipated timeframe, we move one step closer to emerging from
bankruptcy as a stronger company."

The Plan provides for:

    -- Conversion of the Company's three series of outstanding
       Senior unsecured notes, representing approximately
       $455 million of indebtedness, into 100% of the outstanding
       common stock in the reorganized Company upon its emergence
       from bankruptcy;

    -- Current stockholders of the Company would receive warrants
       Exercisable for 12.5% of the common stock of the
       reorganized Company;

    -- Secured debt obligations under the Credit Agreement,
       Representing approximately $83 million of indebtedness,
       will be satisfied in full;

    -- Obligations owed to the MMS will be handled in the manner
       Previously described by the Company; and

    -- 100% cash recovery for unsecured creditors to be paid in
       accordance with the terms set forth in the Plan.

The Company is also seeking a new first lien working capital
facility to fund the Company's ongoing operations and pay
obligations under the Plan.

The Disclosure Statement filed on May 15, 2009 contains a
historical profile of the Company, a description of proposed
distributions to creditors, as well as many of the technical
matters required for the solicitation process.

The Plan is subject to confirmation by the Bankruptcy Court.

                       About Energy Partners

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

EPL and its affiliates filed for Chapter 11 on May 1 (Bankr. S.D.
Tex. Lead Case No. 09-32957).  Paul E. Heath, Esq., at Vinson &
Elkins LLP, in Dallas, serves as the Debtors' counsel.  Parkman
Whaling LLC serves as the Debtors' financial advisor.  As of
December 31, 2008, EPL had total assets of $770,445,000 and total
debts of $708,370,000.


ENERGY PARTNERS: Can Access BofA's Cash Collateral Until May 27
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized, on an interim basis, Energy Partners, Ltd., and its
debtor-affiliates to:

   -- use cash securing repayment of loans from Bank of America,
      N.A. and lenders; and

   -- grant prepetition secured lenders adequate protection.

A final hearing is set for May 27, 2009, at 10:30 a.m. before
Hon. Jeff Bohm at Courtroom 600, 515 Rusk Street, Houston, Texas.
Objections are due 4:00 p.m. on May 25, 2009.

The Debtors are party to a credit agreement dated as of April 23,
2007, with Bank of America, as administrative agent, collateral
agent, and L/C issuer for itself and on behalf of the prepetition
secured lenders, and a group of lenders.  The prepetition secured
lenders made certain loans, inter alia, fund the Debtors'
operations, and made certain other financial accommodations
including, without limitation, hedging transactions and swaps.

The Debtors relate that as of the petition date:

   i) they owe $83,153,300 to prepetition secured lenders; and

  ii) they are liable to the prepetition lenders for all other
      obligations owed to prepetition agent and the prepetition
      secured lenders.

To secure the prepetition indebtedness, (i) the Debtors granted a
continuing security interest in and all right, title and interest
of the Debtors in and to substantially all of the Debtors'
personal property; (ii) EPL Louisiana granted and assigned to the
prepetition secured lenders a valid, binding, perfected,
enforceable lien and security interest in and upon EPL Louisiana
property; and (iii) EPL Pipeline granted and assigned the
prepetition secured lenders a valid, binding, perfected,
enforceable, lien and security interest in and upon EPL Pipeline
property; (iv) EPL granted and assigned to the prepetition secured
lenders a valid, binding, perfected, enforceable, lien and
security interest in and upon EPL's property; and (v) EPL executed
that certain Deed of Trust, fixture filing, assignment of as-
extracted collateral, security agreement and financing statement
as of April 23, 2007.

The Debtors' authorization to use the cash collateral will
terminate upon the earliest of:

   a) 5:00 p.m.(prevailing Central time) on the date of the final
      hearing;

   b) the second business day after the date on which any of the
      Debtors receives notice from the prepetition agent of the
      Debtors' failure to comply with any material terms of the
      interim order absent the cure thereof;

   c) entry of an order, without prior written consent of the
      prepetition secured lenders, (i) converting any of these
      Chapter 11 cases to a case under Chapter 7 of the Bankruptcy
      Code; (ii) dismissing any of these Chapter 11 cases; (iii)
      appointing a trustee under Chapter 7 or Chapter 11 or
      appointing an examiner with expended powers; or (iv)
      reversing, vacating, or otherwise amending, supplementing or
      modifying the interim order;

   d) entry of an order for the invalidation, subordination, or
      other challenging of the superpriority claims or adequate
      protection liens granted to the prepetition secured lenders
      under the interim order;

   e) the closing of a sale pursuant to entry of an order
      approving the sale of substantially all of the Debtors'
      assets, whether done to one transaction or a series of
      transactions.

The Debtors will grant prepetition secured lenders adequate
protection liens, superpriority claims, and periodic cash
payments.

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

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

                       About Energy Partners

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

Energy Partners, Ltd. and its affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. S. D. Tex. Lead Case No. 09-32957).  Paul E.
Heath, Esq., at Vinson & Elkins LLP represents the Debtors in
their restructuring efforts.  The Debtors propose to employ
Parkman Whaling LLC as financial advisor.  The Debtors' financial
condition as of December 31, 2008, showed total assets of
$770,445,000 and total debts of $708,370,000.


ENERGY PARTNERS: Has Until June 17 to File Schedules & SOFA
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
extended until June 17, 2009, Energy Partners, Ltd. and its
debtor-affiliates' time to file schedules of assets and
liabilities, current income and expenditures, executory contracts
and unexpired leases and statements of financial affairs.

The Debtors related that extension will enable the Debtors to
complete, review, and file the schedules with the Court.

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

Energy Partners, Ltd. and its affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. S. D. Tex. Lead Case No. 09-32957).  Paul E.
Heath, Esq., at Vinson & Elkins LLP represents the Debtors in
their restructuring efforts.  The Debtors propose to employ
Parkman Whaling LLC as financial advisor.  The Debtors' financial
condition as of December 31, 2008, showed total assets of
$770,445,000 and total debts of $708,370,000.


ENERGY PARTNERS: Wants to Hire Schull Roberts as Special Counsel
----------------------------------------------------------------
Energy Partners, Ltd., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas for permission
to employ Schully, Roberts, Slattery & Marino as special counsel.

Schully Roberts will provide services upon the request of the
Debtors and V&E in relation to:

   a) negotiations with the Minerals Management Service of the
      U.S. Department of the Interior;

   b) general advice on MMS policies, processes and procedures;

   c) review of any MMS orders and pleadings related to the
      Debtors' estates;

   d) advice on specific legal issues in relation to the Debtors'
      oil and gas operational matters; and

   e) any and all other necessary MMS and Louisiana legal advice
      related to these matters.

Schully Roberts will work closely with the Debtors' general
bankruptcy counsel to avoid duplication of efforts.

Paul J. Goodwine, a shareholder in Schully Roberts tells the Court
that the firm received a $100,000 retainer.  The Debtors paid
$14,539 to the firm out of this retainer to compensate for its
prepetition services.  The $85,460 balance will serve as
postpetition retainer.

The hourly rates of Schully Roberts personnel are:

     Mr. Goodwine                        $315
     Herman Garner                       $315
     Lynn Wolf                           $275
     Kathleen Doody                      $240
     Steve Domas                         $200
     Paralegals and Legal Assistants  $110 - $140

Mr. Goodwine assures the Court that Schully Roberts is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Court.

Mr. Goodwine can be reached at:

     Schully, Roberts, Slattery & Marino
     1100 Poydras Street, Suite 1800
     New Orleans, Louisiana
     Tel: (504) 585-7800
     Fax: (504) 585-7890

                       About Energy Partners

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

Energy Partners, Ltd., and its affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. S. D. Tex. Lead Case No. 09-32957).  Paul E.
Heath, Esq., at Vinson & Elkins LLP represents the Debtors in
their restructuring efforts.  The Debtors propose to employ
Parkman Whaling LLC as financial advisor.  The Debtors' financial
condition as of December 31, 2008, showed total assets of
$770,445,000 and total debts of $708,370,000.


ENERGY PARTNERS: Wants Vinson & Elkins as Bankruptcy Counsel
------------------------------------------------------------
Energy Partners, Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas for permission
to employ Vinson & Elkins LLP as counsel.

V&E will:

   a. serve as counsel of record for the Debtors in all aspects of
      the cases, to include any adversary proceedings commenced in
      connection with the cases, and to provide representation and
      legal advice to the Debtors throughout the cases;

   b. assist in the formulation and confirmation of a Chapter 11
      Plan and disclosure statement for the Debtors;

   c. consult with the U.S. Trustee, any statutory committee and
      all other creditors and parties-in-interest concerning the
      administration of the cases;

   d. take all necessary steps to protect and preserve the
      Debtors' bankruptcy estates; and

   e. provide all other legal services required by the Debtors and
      assist the Debtors in discharging their duties as the
      debtors-in-possession in connection with these cases.

Pre-bankruptcy, the Debtors paid V&E $1,285,308 in fees and
expenses for services rendered, including, but not limited to,
services in contemplation of, or in connection with, the Debtors'
restructuring efforts, including substantial work performed
negotiating, preparing and documenting the cases. The source of
the compensation was the Debtors' property.

Paul E. Heath, a partner at V&E, tells the Court that V&E received
a $200,000 retainer.  As of the petition date, $126,423 remains in
the retainer account as security for V&E's services.

The hourly rates of V&E personnel are:

     Senior Partners                 $770
     Junior Associates               $220
     Paraprofessionals            $105 - $230

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

Mr. Heath can be reached at:

     Vinson & Elkins LLP
     Trammell Crow Center
     2001 Ross Avenue, Suite 3700
     Dallas, TX 75201
     Tel: (214) 220-7700
     Fax: (214) 999-7976

                       About Energy Partners

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

Energy Partners, Ltd. and its affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. S. D. Tex. Lead Case No. 09-32957).  The
Debtors propose to employ Parkman Whaling LLC as financial
advisor.  The Debtors' financial condition as of December 31,
2008, showed total assets of $770,445,000 and total debts of
$708,370,000.


FLAMINGO INVESTMENTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: The Flamingo Investments Family Limited Partnership
        2950 E. Flamingo Road
        Suite B
        Las Vegas, NV 89121

Bankruptcy Case No.: 09-17977

Chapter 11 Petition Date: May 15, 2009

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

Judge: Linda B. Riegle

Debtor's Counsel: Kelly J. Brinkman, Esq.
                  Goold Patterson Ales & Day
                  4496 S. Pecos Road
                  Las Vegas, NV 89121
                  Tel: (702) 436-2600
                  Fax: (702) 436-2650
                  Email: kbrinkman@gooldpatterson.com

Total Assets: $1,300,000

Total Debts: $474,293

A full-text copy of the Debtor's petition, including its list of 2
largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nvb09-17977.pdf

The petition was signed by Dora Hart.


FOAMEX LP: PBGC to Assume Underfunded Pension Plan
--------------------------------------------------
The Pension Benefit Guaranty Corporation will take responsibility
for the underfunded pension plan covering some 5,500 employees and
retirees of Media, Pa.-based Foamex L.P., a producer of foam
products primarily for the transportation, healthcare and
electronics industries.

The pension insurer's move comes as Foamex, in chapter 11
bankruptcy, prepares to sell substantially all of its assets at a
hearing set for May 21.  Foamex will seek bankruptcy court
approval of the transaction that currently will not include the
pension plan.  If the PBGC delayed action until after the sale,
the plan would face abandonment and there would be no assets to
pay the agency's claims for unfunded pension liabilities.

The Foamex L.P. Pension Plan is 48 percent funded, with assets of
$74 million to cover benefit liabilities of $153 million,
according to PBGC estimates.  The agency expects to cover $76
million of the $79 million shortfall.  The plan was frozen as of
March 16, 2005 for all participants except certain hourly
employees at plants in Eddystone, Pa. and Tupelo, Miss.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which ends on May 18,
2009.  Retirees and beneficiaries will continue to receive their
monthly benefit checks without interruption, and other
participants will receive their pensions when they are eligible to
retire.

Within the next several weeks, the PBGC will send notification
letters to all participants in the Foamex plan.  Under provisions
of the Pension Protection Act of 2006, the maximum guaranteed
pension the PBGC can pay is determined by the legal limits in
force on the date of the plan sponsor's bankruptcy.  Therefore
participants in this pension plan are subject to the limits in
effect on February 18, 2009, which set a maximum guaranteed amount
of $54,000 for a 65-year-old.

The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits.  In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.govor call toll-free at 1-800-400-7242.  For
TTY/TDD users, call the federal relay service toll-free at
1-800-877-8339 and ask for 800-400-7242.

Foamex retirees who draw a benefit from the PBGC may be eligible
for the federal Health Coverage Tax Credit.

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by approximately $76 million and was not previously
included in the agency's fiscal year 2008 financial statements.

The PBGC is a federal corporation created under the ERISA.  It
currently guarantees payment of basic pension benefits earned by
44 million American workers and retirees participating in over
29,000 private-sector defined benefit pension plans.  The agency
receives no funds from general tax revenues.  Operations are
financed largely by insurance premiums paid by companies that
sponsor pension plans and by investment returns.

                    About Foamex International

Foamex International Inc. (FMXL) -- http://www.foamex.com/--
headquartered in Media, PA, produces polyurethane foam-based
solutions and specialty comfort products.  The Company services
the bedding, furniture, carpet cushion and automotive markets and
also manufactures high-performance polymers for diverse
applications in the industrial, aerospace, defense, electronics
and computer industries.

Foamex and eight affiliates first filed for Chapter 11 protection
on September 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).  On February 2, 2007, the U.S. Bankruptcy Court for the
District of Delaware confirmed the Debtors' reorganization plan.
The Plan became effective and the Company emerged from Chapter 11
bankruptcy on February 12, 2007.

Foamex missed $7.3 million in interest payments due at the end of
the January 21 grace periods on the Company's $325 million first-
lien term loan and the $47 million second-lien term loan.

On February 18, 2009, Foamex International Inc. and seven
affiliates filed separate voluntary Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 09-10560).  The Hon. Kevin J. Carey presides
over the cases.  Ira S. Dizengoff, Esq., Phillip M. Abelson, Esq.,
and Brian D. Geldert, Esq., at Akin Gump Strauss Hauer, in New
York, represent the Debtors as counsel.  Mark E. Felger, Esq., and
Jeffrey R. Waxman, Esq., at Cozen O'Connor, in Wilmington,
Delaware, represent the Debtors as Delaware counsel.  Investment
Banker is Houlihan Lokey; accountant is McGladrey & Pullen LLP;
and claims and noticing agent is Epiq Bankruptcy Solutions LLC.
Sharon L. Levine, Esq., at Lowenstein Sandler, represents the
Official Committee of Unsecured Creditors as counsel.  David M.
Fournier, Esq., Evelyn J. Meltze, Esq., and Leigh-Anne M. Raport,
Esq., at Pepper Hamilton LLP, represent the Committee as Delaware
counsel.  As of September 28, 2008, the Debtors had $363,821,000
in total assets, and $379,710,000 in total debts.


GENERAL MOTORS: Asbury to Close Two GM, One Chrysler Dealerships
----------------------------------------------------------------
Asbury Automotive Group, Inc., said its Nalley Chrysler/Jeep
dealership in Roswell, Georgia is on Chrysler LLC's list of stores
that it intends to reject as part of its dealer consolidation
plan.  In addition, General Motors has notified the Company that
it will not renew the franchise agreements for two Asbury
dealerships in Kissimmee, Florida -- a Chevrolet franchise and a
combined Pontiac/Buick/GMC store -- when they expire in November
2010.

The three dealerships generated revenues of approximately
$105 million in 2008, or about 2% of Asbury's total revenues of
$4.6 billion.

"We are disappointed that the Nalley dealership will be closing
and the Kissimmee stores will be phased out, and our hearts go out
to the affected employees," said Charles R. Oglesby, Asbury's
President and CEO. "At the same time, we understand that
consolidation of their dealer networks is a critical component of
Chrysler and GM's restructuring programs, and that it's important
for all parties to bear some part of the burden. We will do
whatever we can to support the manufacturers through this
difficult period."

Mr. Oglesby continued, "Overall, the closing of these dealerships
will not have a material impact on Asbury's ongoing revenues,
earnings or financial position. With approximately 86% of our new
light vehicle revenue generated by mid-line import and luxury
brands, we continue to believe that Asbury is well-positioned for
future growth."

                  About Asbury Automotive Group

Asbury Automotive Group, Inc., headquartered in Duluth, Georgia, a
suburb of Atlanta, is one of the largest automobile retailers in
the U.S. Built through a combination of organic growth and a
series of strategic acquisitions, Asbury currently operates 86
retail auto stores, encompassing 113 franchises for the sale and
servicing of 37 different brands of American, European, and Asian
automobiles.  Asbury offers customers an extensive range of
automotive products and services, including new and used vehicle
sales and related financing and insurance, vehicle maintenance and
repair services, replacement parts and service contracts.

                           *     *     *

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service downgraded Asbury Automotive Group,
Inc's corporate family and probability of default ratings to B2
from B1.  The outlook is negative.  These actions conclude the
review for possible downgrade initiated on December 22, 2008.


GENERAL MOTORS: Launches 2 Web Sites for Possible Bankruptcy
------------------------------------------------------------
Tom Hals at Reuters reports that General Motors Corp. has launched
gmrestructuring.com and gm-restructuring.com, which could serve as
an information clearinghouse if the Company files for bankruptcy
protection.

Reuters relates that GM hasn't put any information on the sites.

GM, according to Reuters, has said that it expects to file for
bankruptcy protection if it fails to restructure its bond debt,
reach concessions with its union, and show that it can be viable
ahead of a June 1 deadline.

Reuters states that others have launched sites related to
automakers.  These include gmbankruptcy.com, gmfiat.com, and
gmreborn.com, according to the report.

Katie Merx and Mike Ramsey at Bloomberg News report that GM's plan
to reduce its dealer network by the end of 2010 may accelerate,
matching the pace set by Chrysler LLC.

Bloomberg states that GM has started telling 1,100 U.S. dealers
that their franchise agreements wouldn't be renewed.

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

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

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

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

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

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

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

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

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

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

                      Going Concern Doubt

Deloitte & Touche LLP, has said there is substantial doubt about
GM's ability to continue as a going concern after reviewing GM's
2008 financial report.  Deloitte cited the Company's recurring
losses from operations, stockholders' deficit and failure to
generate sufficient cash flow to meet the Company's obligations
and sustain the its operations.  It said GM's future is dependent
on the Company's ability to execute the Company's Viability Plan
successfully or otherwise address these matters.  If the Company
fails to do so for any reason, the Company would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code.

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's $4.5 billion senior secured revolving credit
facility to 'CCC-' (one notch above the 'CC' corporate credit
rating on the company) from 'CCC'.  It revised the recovery rating
on this facility to '2' from '1', indicating its view that lenders
can expect substantial (70% to 90%) recovery in the event of a
payment default.  The corporate credit rating remains unchanged,
at 'CC', reflecting its view of the likelihood that GM will
default -- through either a bankruptcy or a distressed debt
exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high.  The last
rating action on GM and Chrysler was a downgrade of their
Corporate Family Ratings to Ca on December 3, 2008.


GEORGIA GULF: March 31 Balance Sheet Upside Down by $97.3 Million
-----------------------------------------------------------------
Georgia Gulf Corporation on Friday reported net sales of
$407.3 million for the first quarter of 2009 compared to net sales
of $712.5 million for the first quarter of 2008.  The decrease in
sales is primarily due to lower prices driven by lower feedstock
and energy costs and lower volumes due to extremely difficult
North American housing and construction market conditions,
partially offset by higher Electrochemical Unit values.

Georgia Gulf reported net income of $48.3 million or $1.39 per
diluted share for the first quarter of 2009, compared to a net
loss of $69.5 million or $2.08 loss per diluted share during the
same quarter in the previous year.  The first quarter of 2009 net
income includes a $121.0 million pre-tax gain for the substantial
modification of the Company's $349.5 million term loan as a result
of the fifth amendment to the senior secured credit agreement.
The Company also recorded $8.0 million of restructuring costs
during the quarter ended March 31, 2009.  The net loss in the
first quarter of 2008 includes a write-down for the closing of the
Oklahoma City, Oklahoma PVC resin plant, costs related to the sale
of the outdoor storage buildings business, and other restructuring
actions totaling $26.1 million.  Excluding these items, the net
loss for the first quarter of 2009 was $35.2 million compared to a
net loss of $49.3 million in the first quarter of 2008.

"As we are all aware, market conditions in both the U.S. and
Canada deteriorated further and led to lower sales volumes in most
of our businesses in the quarter.  We largely offset the negative
impact to first quarter operating income through the aggressive
cost reduction actions we took in 2008.  In addition, we
implemented additional cost reduction actions in the first quarter
of 2009 and will aggressively pursue further cost reductions
throughout the year," commented Paul Carrico, Georgia Gulf's
President and CEO.  "I am appreciative of, and want to
acknowledge, our employees for their continued cost reduction
efforts and their focus on serving the needs of our customers."

As of March 31, 2009, the Company had about $100.9 million of
liquidity, consisting of $65.0 million of cash on hand as well as
$35.9 million of borrowing capacity available under its revolving
credit facility.  Additionally, as of March 31, 2009, the Company
had $81.4 million, or 47 percent outstanding under the new $175
million accounts receivables securitization facility.

At March 31, 2009, the Company had $1.56 billion in total assets
and $1.66 billion in total liabilities, resulting in $97.3 million
in stockholders' deficit.

Georgia Gulf withheld payment of $34.5 million of interest due
April 15, 2009 for the 2014 notes and 2016 notes.  Under the
indentures governing those notes, the Company had a 30-day grace
period to pay the withheld interest before the noteholders could
seek remedies.  On May 11, 2009, the Company announced a bank
amendment that allows the Company to continue to withhold the
interest payments until June 15, 2009, without constituting a
default under the senior secured credit agreement.  On May 13,
2009, forbearance agreements were reached with the requisite
percentages of note holders for all three issues of unsecured
notes in which those parties agree to not seek remedies related to
the withheld interest payments until June 15, 2009.

Upon expiration of these forbearances on June 15, 2009, an
acceleration of indebtedness under any issue of the notes would
constitute cross defaults under the Company's other note issues
and its senior secured credit agreement, permitting the holders of
such debt to accelerate.  In the event of any such acceleration,
the Company would be required to immediately explore alternatives
which could include a potential reorganization or restructuring
under the bankruptcy laws.

Due to the uncertainty of obtaining adequate future forbearance
agreements or acceptable terms for the restructuring of the
Company's indebtedness under the notes and the resulting
possibility of the holders of the 2014 notes and 2016 notes
accelerating the maturity of those notes and thereby triggering
the cross default provisions of the 2013 notes and the senior
secured credit agreement, the Company has classified the 2014
notes, 2016 notes, 2013 notes and the senior secured credit
facility as current portion of long-term debt.

The Company reported a $121.0 million gain on substantial
modification of debt in accordance with the provisions of EITF No.
96-19, "Debtor's Accounting for a Modification or Exchange of Debt
Instruments."  Because the fifth amendment of the senior secured
credit agreement received March 17, 2009, was within one year of
the fourth amendment received in September 2008, the combination
of these amendments resulted in a substantial modification of the
Company's debt as defined in EITF 96-19.  The modification
resulted in the recording of the newly modified debt at its
estimated fair value of $207.1 million and the removal of the
original debt carrying value of $349.5 million and the write-off
of previously deferred financing costs of $21.4 million, resulting
in a gain of $121.0 million.  The recording of new debt at its
estimated fair value of $207.1 million will result in additional
non-cash interest accretion expense of approximately $13.5 million
in 2009.

"Because substantially all of our assets are collateralizing the
senior secured credit facility and our credit ratings are low, we
have limited options available to meet any acceleration of our
indebtedness," Georgia Gulf said in its regulatory filing with the
Securities and Exchange Commission.  "In addition, continued
availability under our new securitization agreement is conditional
upon compliance with the senior secured credit facility covenants.
In the event we are not able to negotiate acceptable terms for and
complete the Exchange Offers or obtain requisite future
forbearances, we would be required to explore alternatives, which
could include a potential reorganization or restructuring under
the bankruptcy laws. Accordingly, there is substantial doubt
regarding the Company's ability to continue as a going concern."

A full-text copy of Georgia Gulf's quarterly report is available
at no charge at http://ResearchArchives.com/t/s?3d05

                       About Georgia Gulf

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

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

                           *     *     *

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

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


GRAHAM PACKAGING: S&P Assigns 'B+' Senior Secured Debt Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
senior secured debt rating and its '2' recovery rating to Graham
Packaging Co.'s proposed $125 million revolving credit facility
due 2013 and to its proposed term loan C due 2014, based on
preliminary terms and conditions.  These ratings indicate S&P's
expectation that senior secured creditors would receive
substantial (70% to 90%) recovery in the event of a payment
default.

At the same time, S&P affirmed all its existing ratings, including
the 'B' corporate credit rating, on Graham and its parent, Graham
Packaging Holdings Co.

"The ratings on Graham Packaging and its holding company parent,
Graham Packaging Holdings, reflect a satisfactory business profile
as a leading producer of rigid, value-added plastic containers and
a highly leveraged financial profile," said Standard & Poor's
credit analyst Cynthia Werneth.

The proposed revolving credit facility will replace Graham's
existing $250 million revolving credit facility maturing in
October 2010.  S&P believes that, despite the smaller facility
size, liquidity will remain sufficient to meet foreseeable needs
given S&P's expectation for positive free operating cash flow and
meaningful cash balances.

York, Pennsylvania-based Graham will use borrowings under term
loan C to replace an equal amount of borrowings under its existing
term loan B, which currently total about $1.8 billion and mature
in October 2011.  The total principal amount of term loan C will
depend on the amount of commitments received, but the company
expects it to be at least $1 billion.

Graham is a leading manufacturer of customized, blow-molded
plastic containers for noncarbonated beverages and foods,
household cleaning products, personal care products, and
automotive lubricants, with annual sales of about $2.5 billion.


GREAT ATLANTIC: Moody's Gives Negative Outlook; Keeps 'B3' Ratings
------------------------------------------------------------------
Moody's Investors Service revised The Great Atlantic and Pacific
Tea Company's rating outlook to negative from stable and affirmed
the Corporate Family and Probability of Default ratings at B3.

The change in rating outlook to negative reflects concerns that
the company's already thin operating margins may be further
reduced by the continuing trend of negative same store sales.
This could jeopardize already weak credit metrics and cash flow
generation.  Great A&P has not demonstrated anticipated
improvement in credit metrics since its acquisition of Pathmark,
despite having achieved expected synergies.

The rating affirmation reflects Moody's expectation that the
company will be able to maintain debt/EBITDA below 6.5 times
despite earnings pressure as well as modestly positive free cash
flow.  Great A&P's B3 Corporate Family rating reflects its slim
operating margins, high leverage and weak interest coverage.  The
rating also reflects the company's limited financial flexibility,
geographic concentration in the Northeast U.S., and the intensely
competitive nature of the supermarket industry.  The ratings are
supported by the company's adequate liquidity and good regional
market position.

These ratings are affirmed and LGD point estimates adjusted:

  -- Corporate Family rating at B3
  -- Probability of Default rating at B3
  -- Senior convertible notes at Caa1 (LGD 5, 73%)
  -- Senior unsecured notes at Caa1 (LGD 5, 73%)
  -- Senior Unsecured Shelf at (P)Caa1 (LGD 5, 73%)
  -- Subordinated Shelf at (P)Caa2 (LGD 6, 97%)
  -- JR. Subordinated Shelf at (P)Caa2 (LGD 6, 97%)
  -- Preferred Shelf at (P)Caa2 (LGD 6, 97%)

The last rating action for Great A&P was the Corporate Family
rating confirmation, following acquisition of Pathmark Stores,
Inc., at B3 on December 11, 2007.

The Great Atlantic and Pacific Tea Company, headquartered in
Montvale, New Jersey, operates 436 grocery stores in the Northeast
US with particular concentration in the NY/NJ/PA markets.


HARVEST OIL: May Continue to Use Cash Collateral Until May 29
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
has extended Harvest Oil & Gas, LLC and its debtor-affiliates'
authority to access cash collateral of Macquarie Bank Limited and
Wayzata Investment Parners LLC, Debtors' pre-petition lenders,
until May 29, 2009, to meet payroll, ongoing operational expenses
and other business costs and expenses in accordance with a budget.

This is the Court's third amended interim order authorizing the
Debtors to use cash collateral.

The pre-petition lenders will retain their respective security
interests and liens on the cash collateral to the fullest extent
and relative priority as set forth in their respective pre-
petition security agreements.

As partial adequate protection for any use or diminution in the
value of their collateral, the pre-petition lenders are granted
security interests and liens in all of the property and assets of
the Debtors' estates, as may be acquired postpetition, that are in
the same categories and of the same types of property and assets
as existed pre-petition.  Said liens will have the same validity
and priority with respect to all such property as existed on the
petition date.

A final hearing on the Debtors' emergency cash collateral motion
will be heard on May 29, 2009, at 11:00 AM, at the U.S.
Bankruptcy Court, Courtroom, First Floor, U.S. Courthouse, 214
Jefferson Street, Suite 100, Lafayette, Louisiana.

                   About Harvest Oil and Gas, LLC

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged on acquisition,
development and exploration of energy resources.  The Debtor and
its debtor-affiliates filed for Chapter 11 protection on March 31,
2009 (Bankr. W. D. La. Lead Case No. 09-50397).  Robin B.
Cheatham, Esq., at Adams & Reese LLP represents the Debtors in
their restructuring efforts.  The Debtors listed estimated assets
of $100 million to $500 million and estimated debts of
$100 million to $500 million.


HARVEST OIL: Section 341(a) Meeting Reset to June 16
----------------------------------------------------
The U.S. Trustee for Region 5 has rescheduled the Section 341(a)
meeting of creditors in Harvest Oil and Gas, LLC and its debtor-
affiliates' Chapter 11 cases from May 19, 2009, at 11:30 a.m.,
to June 16, 2009, at 1:30 p.m.  The meeting will still be held at
214 Jefferson St., Room 341, 3rd Floor, in Lafayette, Louisiana.

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.

                   About Harvest Oil and Gas, LLC

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged on acquisition,
development and exploration of energy resources.  The Debtor and
its debtor-affiliates filed for Chapter 11 protection on March 31,
2009 (Bankr. W. D. La. Lead Case No. 09-50397).  Robin B.
Cheatham, Esq., at Adams & Reese LLP represents the Debtors in
their restructuring efforts.  The Debtors listed estimated assets
of $100 million to $500 million and estimated debts of
$100 million to $500 million.


HARVEST OIL: U.S. Trustee Appoints 5-Member Creditors Committee
---------------------------------------------------------------
R. Michael Bolen, the U.S. Trustee for Region 5, appointed five
creditors to serve on an official committee of unsecured creditors
for the Chapter 11 cases of Harvest Oil and Gas, LLC, and its
debtor-affiliates.

The Creditors Committee members are:

  1. XPLOR Energy Operating Company
     Anna M. Williams
     180 State Street, Suite 200
     Southlake, TX 76092
     Tel: (817) 424-2424, ext. 1204

  2. River Rental Tools, Inc.
     Marie C. Amedee
     109 Derrick Road
     Belle Chasse, LA 70037
     Tel: (504) 392-9775

  3. Quality Energy Services, Inc.
     Anthony P. Authement
     P.O. Box 3190
     Houma, LA 70361
     Tel: (985) 850-0025, ext. 1302

  4. Southern Flow Companies, Inc.
     David Hamner
     P.O. Box 51475
     Lafayette, LA 70505-1475
     Tel: (337) 233-2066

  5. Thru Tubing Systems, Inc.
     Danny Teen
     4102 Hwy 90 West
     New Iberia, LA 70560
     Tel: (504) 722-7737

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

                   About Harvest Oil and Gas, LLC

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged on acquisition,
development and exploration of energy resources.  The Debtor and
its debtor-affiliates filed for Chapter 11 protection on March 31,
2009 (Bankr. W. D. La. Lead Case No. 09-50397).  Robin B.
Cheatham, Esq., at Adams & Reese LLP represents the Debtors in
their restructuring efforts.  The Debtors listed estimated assets
of $100 million to $500 million and estimated debts of
$100 million to $500 million.


HELLER EHRMAN: Katz Wants to Recoup $50MM for Contract Breach
-------------------------------------------------------------
Ronald A. Katz Technology Licensing LP and A2D LP filed with
before U.S. Bankruptcy Court for the Northern District of
California a $50 million claim against Heller Ehrman LLP for
breach of contract by announcing on Sept. 26, 2008, that the
Debtors is dissolving and winding down all of its business
affairs.

Two years before it sought protection from its creditors, the
Debtor represents Katz Technology in a large group of lawsuits
against 48 companies under a certain legal services agreement
dated Aug. 18, 2006, which was amended twice in 2007, says Michael
S. Kogan, Esq., at Ervin Cohen & Jessup LLP in Beverly Hills,
California, as Katz Technology's attorney.

Mr. Kogan relates that Katz Technology retained Covington &
Burling LLP but due to client-conflict issues, it employed another
firm, Cooley Godward Kronish LLP, to represent it in pending cases
against seven separate companies.  Former Heller Ehrman attorneys
who went to Covington & Burling continue to represent Katz
Technology against two of the companies covered by the legal
services agreement, he notes.

Katz Technology had not obtained recoveries from 14 companies that
were the subject of the legal services agreement at the time the
Debtor disclosed its dissolution, Mr. Kogan says.  Cases against
nine different companies are still pending at present, he says.

A full-text copy of proof of claim of Katz Technology is available
for free at http://ResearchArchives.com/t/s?3cfa

                       About Katz Technology

Ronald A. Katz Technology Licensing LP holds a portfolio of
several patents that it licensed through its affiliate A2D LP.
The company's patents represent in the filed of interactive call
processing.  The company licensed these patents to more than 275
companies including, among others, Ameritrade Holding Corporation,
AT&T, Bank of America Corporation, Countrywide Financial
Corporation, Delta Air Lines Inc., and Microsoft.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP LP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif., Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed assets and debts between $50 million
and $100 million each in its bankruptcy petition.  According to
reports, the firm still has roughly $63 million in assets and 54
employees at the time of its filing.


HERBST GAMING: Posts $32.8 Million Net Loss for 1st Quarter 2009
----------------------------------------------------------------
Herbst Gaming Inc. filed its quarterly report on Form 10-Q for the
period ended March 31, 2009, with the Securities and Exchange
Commission.  Herbst Gaming posted a net loss of $32.8 million for
the three months ended March 31, 2009, on total revenues of
$189.2 million compared.

Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.

As reported by the Troubled Company Reporter, the Debtors have
entered into an agreement with (i) lenders holding, in the
aggregate, approximately 68% of all of the outstanding claims
under its $860.0 million senior credit facility; (ii) Messrs.
Edward J. Herbst, Timothy P. Herbst and Troy D. Herbst, in their
capacities as equity holders of the Company; and (iii) Terrible
Herbst, Inc. and certain of its affiliates, in their capacities as
parties to agreements with the Company r the Subsidiary
Guarantors.

Pursuant to the Lockup Agreement, the parties are contractually
obligated to support the restructuring of the Company and the
Subsidiary Guarantors pursuant to a joint plan of reorganization
under Chapter 11 of the Bankruptcy Code:

     * A separation of the Company's casino and slot machine route
       businesses into two holding companies.

     * Conversion of all allowed claims under the amended Credit
       Agreement into debt and equity of the reorganized
       companies, with the lenders under the amended Credit
       Agreement receiving 100% of the new equity of Reorganized
       Herbst Gaming and retaining 10% of the new equity of Slot
       Co.

     * Termination of all outstanding obligations under the
       Company's 8-1/8% senior subordinated notes due 2012 and 7%
       senior subordinated notes due 2014 (the "7% Notes" and,
       collectively with the 8-1/8% Notes.

     * Payment in full of all allowed general unsecured claims.

     * Cancellation of 100% of the existing equity in the Company.

     * Amendments or modifications to, or assumptions and
       assignments of, the Company's related party agreements, or
       new agreements to be entered into, with the THI Parties and
       settlements of claims with the THI Parties in connection
       with the related party agreements.

     * Receipt by certain of the THI Parties from the Lenders of
       90% of the new equity of Slot Co in exchange for the
       contribution of a new gaming device license agreement.

The Lockup Agreement requires that the disclosure statement with
respect to the plan of reorganization contemplated by the Lockup
Agreement be approved by the Bankruptcy Court by May 21, 2009, and
that the plan of reorganization contemplated by the Lockup
Agreement be confirmed by July 20, 2009.   If the approval or
confirmation do not occur by those dates, the Lockup Agreement
will automatically terminate, unless the Company and the other
Debtors, the Required Consenting Lenders -- Lenders party to the
Lockup Agreement holding at least two-thirds in amount of claims
held by all Lenders party to the Lockup Agreement -- and the THI
Parties waive the requirement within five business days of the
applicable date.  The Company and the other Debtors have not yet
filed with the Bankruptcy Court a plan of reorganization and an
accompanying disclosure statement because the parties to the
Lockup Agreement are still negotiating various terms and
agreements.  The Company has been in discussions with the Required
Consenting Lenders and the THI Parties regarding extending the
dates by which the disclosure statement must be approved and the
plan contemplated by the Lockup must be confirmed.  The Company
cannot assure that the Required Consenting Lenders or the THI
Parties will agree to an extension of those dates.

If the Debtors, the Required Consenting Lenders and the THI
Parties do not, by May 28, 2009, waive the requirement that the
disclosure statement be approved by May 21, 2009, the Lockup
Agreement will terminate in accordance with its terms in
accordance with its terms.

The current outstanding balance under the amended Credit Agreement
is $873.9 million.  Pursuant to the Lockup Agreement,
(i) $135 million of these obligations will be allocated to Slot Co
pursuant to a new first priority senior secured bank loan which
will mature on the fifth anniversary of the "Substantial
Consummation Date"; (ii) $40 million of these obligations will be
allocated to Slot Co pursuant to a second lien secured bank
facility which will mature on the fifth anniversary of the
Substantial Consummation Date; (iii) $475 million of these
obligations will be allocated to Reorganized Herbst Gaming
pursuant to a new credit agreement comprising a first lien term
loan in the amount of $350 million and a second lien term loan in
the amount of $125 million on terms to be negotiated; and (iv) the
remaining balance of these obligations will be exchanged for 100%
of the new common equity of Reorganized Herbst Gaming, which will
own 10% of the new common equity of Slot Co.

The Company made interest payments totaling $8.1 million to the
Lenders on March 11, 2009, as provided by the Lockup Agreement.
Based on the filing of the Chapter 11 Cases, the Company will not
make interest payments under the amended Credit Agreement;
however, it will make certain adequate protection payments.  The
Lockup Agreement provides for adequate protection payments to be
made to the Lenders during the period commencing on the Petition
Date and ending following the confirmation of the Proposed Plan by
the Bankruptcy Court in the amount of the Debtors' cash and cash
equivalents in excess of $100 million reduced by certain unpaid
restructuring costs, as well as costs and expenses of the
professionals retained by the administrative agent.  Based on the
Company's cash and cash equivalents as of March 31, 2009, no
adequate protection payment was made for the quarter ended
March 31, 2009.

The Lockup Agreement further provides that the Proposed Plan will
provide for adequate protection payments to be made to the Lenders
during the period commencing on the Effective Date and ending on
the Substantial Consummation Date in the amount of (i) payments
that would be made under new loans to Slot Co as if those
facilities were in effect as of the Effective Date, with certain
exceptions described in the Lockup Agreement, plus (ii) the
Debtors' cash and cash equivalents in excess of a threshold to be
determined -- measured as of the end of every third full calendar
month following the Effective Date and to be paid 30 days
thereafter.  The amount of cash and cash equivalents will only
include that of Reorganized Herbst Gaming and not Slot Co after
the Effective Date -- or five days following gaming regulatory
approval of the separation of the casino and slot route
businesses, if later.

A full-text copy of Herbst Gaming's quarterly report is available
at no charge http://ResearchArchives.com/t/s?3d03

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and slot
route operator that operates casinos located in Nevada, Missouri
and Iowa.  The Debtors own and operate approximately 6,800 slot
machines in its slot route business and is a slot machine operator
in Nevada.  The Company and 17 of its affiliates filed for
Chapter 11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case
No. 09-50752).  Thomas H. Fell, Esq., Gordon Silver, represents
the Debtors in their restructuring efforts.  As of September 30,
2008, the Debtors have $1,021,956,000 in total assets and
$1,241,937,000 in total debts.


HERBST GAMING: Court Approves Gibson Dunn as Special Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Herbst Gaming Inc. and its debtor-affiliates to employ Gibson Dunn
& Crutcher LLP as special counsel.

GD&C is expected to render legal advice and perform legal services
with respect to:

   -- securities law advice, including, without limitation with
      respect to Securities and Exchange Commission matters;

   -- board of directors matters;

   -- certain financing matters;

   -- advice with respect to the corporate implementation of any
      restructuring, including th documentation related thereto;
      and

   -- general corporate matters.

GD&C will coordinate with the Debtors' general bankruptcy counsel,
Gordon Silver, to avoid duplication of efforts.

The hourly rate of CD&C's lawyers range from $295 to 895.

The Debtors paid GD&C $200,000 as retainer for advise and legal
services to be rendered on a going forward basis.

GD&C is authorized to draw down $124,424 of the $200,000 balance
remaining of the Debtors' retainer on account of legal services
and costs incurred as of the petition date.

To the best of the Debtors' knowledge, GD&C is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

     Gibson Dunn & Crutcher LLP
     333 South Grand Avenue
     Los Angeles, CA 90071-3197
     Tel: (213) 229-7000
     Fax: (213) 229-7520

                     About Herbst Gaming Inc.

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and slot
route operator that operates casinos located in Nevada, Missouri
and Iowa.  The Debtors own and operate approximately 6,800 slot
machines in its slot route business and is a slot machine operator
in Nevada.  The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-
50752).  Thomas H. Fell, Esq., Gordon Silver, represents the
Debtors in their restructuring efforts.  As of September 30, 2008,
the Debtors have $1,021,956,000 in total assets and $1,241,937,000
in total debts.


HERBST GAMING: Court Approves Gordon Silver as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Herbst Gaming Inc. and its debtor-affiliates to employ Gordon
Silver as general bankruptcy counsel.

Gordon Silver is expected to:

   a) prepare on behalf of the Debtors all necessary or
      appropriate motions, applications, answers orders, reports,
      and other papers in connection with the administration of
      the Debtors' estates;

   b) take all necessary or appropriate actions in connection with
      a Plan or Plans of Reorganization and related disclosure
      statements and all related documents, and further actions as
      may be required in connection with the administration of
      Debtors' estates;

   c) take all necessary actions to protect and preserve the
      states of the Debtors, including the prosecution of actions
      on the Debtors' behalf, defend any actions commenced against
      the Debtors, negotiate disputes in which the Debtors are
      involved, and prepare objections to claims against the
      Debtors' estates; and

   d) perform all other necessary legal services in connection
      with the prosecution of the Chapter 11 cases.

The Debtors related that GS will coordinate its services with the
special counsels to avoid duplication of efforts.

Pre-bankruptcy, the Debtors paid $970,873 for legal services
rendered.  GS is holding a retainer balance of $234,862.

The hourly rates of GS personnel are:

     Shareholders                 $410 - $610
     Associates                   $185 - $395
     Paraprofessionals                $175
     Law Clerks                       $145

To the best of the Debtors' knowledge, the firm is a
"disinterested person" as defined in Section 101(14) of the United
States Bankruptcy Code.

The firm can be reached at:

     Gordon Silver
     3960 Howard Hughes Parkway, Ninth Floor
     Las Vegas, Nevada 89169-5978
     Tel: (702) 796-5555
     Fax: (702) 369-2666

                     About Herbst Gaming Inc.

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and slot
route operator that operates casinos located in Nevada, Missouri
and Iowa.  The Debtors own and operate approximately 6,800 slot
machines in its slot route business and is a slot machine operator
in Nevada.  The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-
50752).  As of September 30, 2008, the Debtors have $1,021,956,000
in total assets and $1,241,937,000 in total debts.


HERBST GAMING: Gets Court Nod on Skadden Arps as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Herbst Gaming Inc. and its debtor-affiliates to employ Skadden,
Arps, Slate, Meagher & Flom LLP as special counsel.

Skadden Arps is expected to advise and represent the Debtors on
matters relating to and arising out of the Lock-Up agreement
during the Chapter 11 cases.  The advise and counsel will be
limited to negotiations, review of documents and preparation of
agreement related to the confirmation of a Plan of Reorganization
in compliance with the Lock-Up agreement.

Skadden Arps will coordinate with Gordon Silver, the Debtor's
general bankruptcy counsel to avoid duplication of efforts.

The bundled hourly rates of Skadden Arps' personnel are:

     Partners/Of Counsels              $730 - $1,050
     Counsels/Special Counsels         $695 -   $835
     Associates                        $360 -   $680
     Legal Assistants/Support Staff    $175 -   $295

To the best of the Debtors' knowledge Skadden Arps is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Skadden, Arps, Slate, Meagher & Flom LLP
     Four Times Square
     New York, New York 10036
     Tel: (212) 735-3000
     Fax: (212) 735-2000/1

                     About Herbst Gaming Inc.

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and slot
route operator that operates casinos located in Nevada, Missouri
and Iowa.  The Debtors own and operate approximately 6,800 slot
machines in its slot route business and is a slot machine operator
in Nevada.  The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-
50752).  Thomas H. Fell, Esq., Gordon Silver, represents the
Debtors in their restructuring efforts.  As of September 30, 2008,
the Debtors have $1,021,956,000 in total assets and $1,241,937,000
in total debts.


HIGH COUNTRY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: High Country Archery, Inc.
        PO Box 1269
        Dunlap, TN 37327

Bankruptcy Case No.: 09-13018

Chapter 11 Petition Date: May 15, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: R. Thomas Stinnett

Debtor's Counsel: Thomas E. Ray, Esq.
                  Samples, Jennings, Ray & Clem
                  130 Jordan Drive
                  Chattanooga, TN 37421
                  Tel: (423) 892-2006
                  Fax: (423) 892-1919
                  Email: tn10@ecfcbis.com

Total Assets: $1,456,001

Total Debts: $4,968,637

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

           http://bankrupt.com/misc/tneb09-13018

The petition was signed by Julia Leon, secretary of the Company.


HIGH POINT: Moody's Downgrades Rating on $4.1 Mil. Bonds to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the long-term rating of
High Point University's $4.1 million outstanding Series 2001 bonds
issued through the North Carolina Capital Facilities Finance
Agency to Ba2 from Baa2 and placed the rating on Watchlist for
further possible downgrade.

The rating action reflects the University's elevated leverage
levels (pro forma direct debt expected to grow 78% in FY 2009 to
$142.6 million estimated as of May 31, 2009) relative to low
financial resources ($17.8 million in expendable financial
resources as of FY 2008), predominantly variable rate debt
structure (95% of pro forma debt) all provided by one bank, Branch
Banking and Trust Company (BB&T, rated Aa2) through letters of
credit and lines of credit.  The downgrade also reflects the
University's failure to comply with certain additional bonds tests
under the fixed rate Series 2001 bonds and potential violations of
financial covenants included in letters of credit supporting
$105.9 million in debt that would occur if the University is not
successful in obtaining amendments or waivers from BB&T; the
University is currently in the process of amending the covenants
with BB&T's cooperation.  Additionally, investment losses incurred
during FY 2009 are expected to strongly pressure the balance sheet
cushion, further increasing the heightened leverage.

The University's high leverage is increasing further as pro forma
direct debt is projected at 2.8 times FY 2008's operating revenue.
The University's plans to finance construction currently underway
by increasing the amount outstanding on a line of credit by
approximately $15 million during FY 2010 (during FY 2008 the
University's debt service coverage was 2.3 times by Moody's
calculation).  Moody's expect to conclude Moody's next review of
the rating within a 90 day period as the University is actively
seeking to amend the covenants under its letters of credit and
potentially refund the Series 2001 bonds.

Legal Security: Unsecured general obligation.  The Loan Agreement
for the Series 2001 bonds includes covenants intended to limit
additional indebtedness undertaken by the University; these
covenants include restrictions on both long and short term
indebtedness.  The University failed to comply with the
Limitations on Incurrence of Indebtedness as covenanted under the
Series 2001 bond documents (please see RECENT DEVELOPMENTS below).

Interest Rate Derivatives: High Point University has entered into
a floating-to fixed Interest Rate Swap Agreement with Branch
Banking and Trust Company (BB&T, rated Aa2) with a $73.5 million
notional amount outstanding.  The agreement covers a portion of
the University's variable rate debt and has a termination date of
11/1/2018.  As of March 31, 2009, the mark-to-market on the swap
was a liability of $7.9 million for the University.  The
University has not been required to post collateral under the swap
agreements to date.  Events of Default under the swap include
cross-default under BB&T's Letter of Credit Agreements and
downgrade of the long-term senior, unsecured debt rating below
Baa3 by Moody's or BBB- by Standard & Poor's, in addition to
standard events of default.  If at any time the S&P or Moody's
debt ratings differ; the lower debt rating is specified as the
controlling threshold.  The collateral posting threshold is zero
if either party's long-term senior, unsecured rating is withdrawn
or moves below investment grade.

                           Challenges

* Highly leveraged operating profile with outstanding direct debt
  expected to grow 78% in FY 2009 to $142.6 million as of May 31,
  2009 (includes $4.1 million of the fixed rate Series 2001 bonds,
  $105.9 million in BB&T backed letter of credit supported VRDBs,
  and $30 million in borrowing on a BB&T line of credit).  At this
  level, debt covers revenues 2.8 times, and estimated pro forma
  MADS is a very high share of annual operating costs.  Additional
  debt is planned in FY 2010 with the amount outstanding on the
  line of credit increasing to $45 million as of November 2009
  with amortization of this debt expected to be short according to
  High Point management.  High Point has limited revenue diversity
  and is reliant on student charges for 91% of operating revenues
   (FY 2008).  High Point's management expects substantial future
  growth in revenue; however, at these debt levels High Point will
  likely remain one of the most highly leveraged entities in
  Moody's portfolio of private colleges and universities for some
  time.

* Thin balance sheet cushion in FY 2008 with strongly pressured
  expendable financial resources likely in FY 2009.  Expendable
  financial resources of $17.9 million cushioned pro-forma direct
  debt 0.1 times and operations by 0.3 times in FY 2008 (compares
  to Moody's Baa medians of 0.8 and 0.6 times, respectively).
  Recent investment losses (estimated negative return for the long
  term investment pool of 34.7% for the current fiscal year
  through February 28, 2009 with an allocation of 35.1% to public
  equity, 28.6% to alternative equity, 27.9% to fixed income, 7.8%
  to real assets and private equity, and 0.5% to cash) have
  further pressured this cushion.  Assuming a 30% investment loss
  to financial resources, expendable financial resources would
  cover estimated direct debt 0.1 times and annual operations 0.2
  times.  Moody's expect investment losses to severely diminish
  unrestricted and expendable financial resources as measured at
  the close of FY 2009.  The University had cash and cash
  equivalents of $13 million as of the FY 2008 audit and
  management projects an $8.5 million cash balance at the end of
  this fiscal year, with cash flow generated from operations being
  invested in plant.

* High Point's debt structure is dependent upon access to letters
  of credit and lines of credit financing with $105.9 million in
  letter of credit exposure with BB&T.  Moody's believe the
  renewal risk with a single bank as well as default and covenant
  provisions in the University's letters of credit add risk to
  University's credit profile.  These risks could result in a more
  rapid rating decline than would otherwise be the case.

* Rapidly growing university, with expansive capital plans,
  challenged by limited financial resources.  Over the past five
  years, High Point has received roughly $80 million in gifts and
  issued $130 million in debt, and combined with cash flow from
  operations, has grown gross property, plant and equipment by
  roughly $220 million.  Capital plans continue and present
  construction risk as well as the need to bridge finance
  construction costs incurred prior to receipt of pledged gifts.
  Construction projects initiated since January 1, 2005 will total
  $249,200,000 by December 2009 (accompanying cost overruns are
  projected to reach $23 million as of December 2009).  Capital
  investments relative to depreciation expense averaged 970% in
  fiscal years 2006-2008 (compares to Moody's median capital
  spending ratio of 180%).  In support of its long term growth
  aspirations, the University used a portion of the funds to
  acquire additional property in High Point as its campus expanded
  to 166 acres from 92 acres during FY 2007.  The pace of capital
  investment has been extremely rapid with fourteen new buildings
  totaling 910,000 square feet constructed at High Point
  University since January 2005, with 7 obsolete structures also
  being torn down during this period.

                            Strengths

* Growing private university with Mid-Atlantic draw located in
  High Point, North Carolina just outside of the City of
  Greensboro, with 3,150 full-time equivalent students in fall
  2008.  The University offers both undergraduate and graduate
  degree programs (93% undergraduate, 7% graduate).  Total FTE
  enrollment has grown approximately 20% over the past five years,
  while maintaining steady student demand metrics (selectivity of
  74% and a yield of 35% on admitted students in fall 2008).  The
  fall 2008-2009 entering traditional day freshmen class was 881
  students, 120 percent higher than the entering class of three
  years ago (402 in freshman class of 2005-2006).  Management
  reports that fall 2009 traditional day application numbers
  through May show a 15% increase over the prior year with
  preliminary yield numbers indicating an 82% selectivity rate and
  a 34% yield on admitted students.  Management reports that
  retention of traditional day current students is also at record
  levels, which when combined with growing freshman enrollment,
  results in overall traditional day student enrollment for the
  University growing from 1,554 in 2005-2006 to 2,309 in 2008-2009
   (48.6% growth in three years).  Management believes the
  University could reach an enrollment of 5,000 FTE students
  within five years combining the traditional day, evening degree,
  and graduate programs.  Average SAT scores for entering freshmen
  during the last four years have grown 63 points reflecting an
  improvement in student quality as well.

* Healthy demand has translated into continued growth in net
  tuition per student; at $11,825 in FY 2008 (a 19% increase over
  FY 2007 and 60% increase over five years ago); however, net
  tuition per student remains below Moody's median (the FY 2008
  preliminary median for Baa rated institutions was $15,862) but
  the net tuition per student is more favorable when compared to
  regional peers.

* Approximately breakeven operating performance generates good
  debt service coverage although the University's debt structure
  includes little principal being repaid on bonded debt until FY
  2011 (Moody's excluded $12.9 million in net assets released from
  restriction for capital purposes from calculations of operating
  performance).  During FY 2008 the University's debt service
  coverage was 2.3 times by Moody's calculation. Operating cash
  flow performance of 16% in FY 2008 supported a three year
  average operating cash flow margin of 14.4%.  The University's
  cash flow margin is particularly vibrant and reflects operations
  that continue to strengthen (although strong growth in revenues
  in FY2008 was offset by even more robust growth in expenses).
  Drivers behind expense growth include increases in fixed costs
  associated with expansion of the University's physical plant and
  associated increases in depreciation expense.  Debt service
  coverage has averaged 2.7 times over the last three years, but
  Moody's expects this coverage to show pressure in the future due
  to the addition of the Series 2008 bonds and debt service on the
  $30 million outstanding on the line of credit with BB&T.

* Significant increase in gift revenue as new administration
  engages donors with total gift revenue averaging $19.5 million
  for the last three years, nearly four times the prior pace of
  support and characteristic of a more highly rated institution
   (compares to Moody's Baa median of $6.6 million).

Recent Developments:

The Loan Agreement for the $4.1 million outstanding Series 2001
bonds includes limitations on the incurrence of indebtedness to
protect the Series 2001 bondholders.  The University has not
complied with these covenants, including but not limited to: i)
maximum annual debt service on long-term indebtedness of not more
than 10% of unrestricted revenues of the most recent fiscal year;
ii) long-term indebtedness not greater than 100% of expendable
financial resources; and ii) short-term indebtedness of not more
than 25% of unrestricted revenues (short-term indebtedness must
also be less than 5% of unrestricted revenues for at least twenty
days during each fiscal year).  The covenants included an
affirmative requirement for an Officer's Certificate of a
University Representative to be delivered to Trustee prior to the
incurrence of Long-Term Indebtedness and immediately after the
incurrence of Short-Term Indebtedness.  These violations could
become events of default in 30 days time upon written notification
to the University or the North Carolina Capital Facilities Finance
Agency from the bond's trustee or owners of at least 25% of the
debt outstanding under the Series 2001 bonds.  Remedies for an
event of default include immediate acceleration of the outstanding
principal and interest.

With $105.9 million in variable rate debt supported by letters of
credit outstanding, the College is also subject to events of
default and financial covenants under its letters of credit with
BB&T (rated Aa2).  The Letters of credit support the Series 2008,
Series 2007, and Series 2006 bonds (these bonds are not rated by
Moody's) and the letters of credit expire in June 2015, October
2014, and December 2013, respectively.  Events of default that
could result in acceleration of the bonds include the failure to
maintain certain financial covenants including: i) ratio of
unrestricted net assets to total funded of 1.2 to 1 for the fiscal
year ended May 31, 2009 ii) service coverage ratio of at least
1.25 time and iii) unrestricted net assets plus temporarily
restricted net assets of not less than $100 million.  Violations
of financial covenants would occur if the University is not
successful in obtaining amendments or waivers from BB&T; the
University is currently in the process of amending the covenants
with BB&T's cooperation.

                             Outlook

The University's Ba2 rating is currently on Watchlist. Moody's
expect to conclude Moody's next review of the rating within a 90
day period as the University is actively seeking to amend the
covenants under its letters of credit and restructure the Series
2001 bonds.

Key Indicators And Ratios (Fall 2008 enrollment data and FY 2008
financial data, the figure in parentheses, when present,
represents an estimated 30% decline from FY 2008 resources
levels):

* Enrollment: 3,150 full-time equivalents

* Total pro forma debt: May 31, 2009 estimate of $142.6 million
  (includes $4.1 million of the fixed rate Series 2001 bonds,
  $105.9 million in BB&T backed letter of credit supported VRDBs,
  and $30 million in borrowing on a BB&T line of credit)

* Net tuition per student: $11,825

* Expendable financial resources: $17.9 million ($12.5 million)

* Expendable resources to pro forma debt: 0.13 times (0.09 times)

* Expendable resources to operations: 0.3 times (0.2 times)

* Pro forma debt to revenue: 2.8 times

* 3-Year Average Operating Cash Flow Margin: 14.4%

* Average debt service coverage: 2.7 times

Rated Debt:

* Series 2001: Ba2

The last rating action was on November 1, 2007; High Point
University's rating was affirmed at Baa2, the outlook was revised
to stable from positive at that time.


HILVENTURES LP: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: HilVentures, L.P.
        dba Hilton Garden Inn
        PO Box 52230
        Irvine, CA 92619

Bankruptcy Case No.: 09-14514

Chapter 11 Petition Date: May 14, 2009

Court: Central District Of California (Santa Ana)

Debtor-affiliates that filed Chapter 11 petitions in 2008:

        Entity                                     Case No.
        ------                                     --------
RSM BFS Partners                                   08-17771
Breckenridge Food Systems, Inc.                    08-17777
River King, L.P.                                   08-17774
River King, LLC                                    08-17773
AH Foods Corporation                               08-18155
Benton King, LLC                                   08-18154
DP Foods Corporation                               08-18141
Kingland, LLC                                      08-18150
LN Foods Corporation                               08-18153
MiIIBreck, L.P.                                    08-18148
OrBreck, LLC                                       08-18151
RedBend Partners, L.P.                             08-18147

Judge: Theodor Albert

Debtor's Counsel: Reem J. Bello, Esq.
                  rbello@wgllp.com
                  Weiland, Golden, Smiley, Wang Ekval LLP
                  650 Town Center Drive, Suite 950
                  Costa Mesa, CA 92626
                  Tel: (714) 966-1000
                  Fax: (714) 966-1002

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wells Fargo Financial Leasing                    $177,687
Inc.
MAC F4031050 800
Walnut Street
Des Moines, IA 50309-3605

Los Angeles County Tax         Collector Tax     $100,088
Collector Treasurer
Treasurer P.O. Box 54018
Los Angeles, CA 90054-0018
Tel: (888) 807-2111

Coast Sign, Inc.               Trade Debt        $52,163
1500 W. Embassy St.
Anaheim, CA 92802
Tel: (714) 520-9144

Hilton Hotels Corporation      Trade Debt        $35,816

City of Palmdale                                 $25,027

Construction Protective Serv   Trade Debt        $17,029

State Board of Equalization    Tax               $11,685

D'kam Roofing                  Trade Debt        $9,026

Construction Wholesale         Trade Debt        $7,934
Specialties, Inc.

Southern California Edison     Utilities         $6,686

Reliable Graphics              Trade Debt        $5,916

Steven C. Leonard, Esq.        Trade Debt        $5,592

Norjac Ron Gledhill            Trade Debt        $5,329

Hilton Supply Management       Trade Debt        $4,281

Windsor Karcher Floor Care Inc                   $1,847

Penry & Associates, Inc.                         $1,827

WH Smith Co Inc                Trade Debt        $1,502

City of Landcaster                               $1,000

The petition was signed by John Gantes, president of the company.


HOME INTERIORS: Hearing on Motion To Convert Reset to May 28
------------------------------------------------------------
The hearing on the motion of certain non-insider lenders for entry
of an order (i) converting Home Interiors & Gifts, Inc., and its
debtor-affiliates' Chapter 11 cases to Chapter 7 cases and (ii)
granting them standing to bring estate causes of action, has been
reset to May 28, 2009, at 9:15 a.m. CST.

As reported in the Troubled Company Reporter on April 21, 2009,
the non-insider lenders told the U.S. Bankruptcy Court for the
District of Delaware that the Debtors' Chapter 11 cases are over
and the only remaining action to be taken is the liquidation and
distribution of the estates' remaining assets, which consist
mainly of cash and litigation claims against Highland Capital
Management LLP.  They asserted that the Debtors are undeniably
administratively insolvent and there is no business to
rehabilitate.

According to them, the only parties who will benefit from
continuation of these cases are the estate professionals and
potentially Highland, who is attempting to obtain release from the
Debtors' estate at their expense.

The non-insider lenders also renewed their request for standing to
bring estate causes of action against Highland to ensure that one
of the estates' most valuable assets is preserved.

The non-insider lenders are MCG Capital Corporation, Northwoods
Capital IV Limited; Northwoods Capital VI Limited; Styx
International, Ltd.; Atrium CDO; Atrium III CDO; Credit Suisse
Syndicated Loan Fund; CSAM Funding II; CSAM Funding III; CSAM
Funding IV; First Dominion Funding III; and KC CLO I Limited.

Eric J. Taube, Esq., at Hohmann, Taube & Summers LLP, represents
the non-insider lenders.

                       About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates, the
company has a significant presence in Mexico, Puerto Rico, and
Canada. Annual revenue in 2007 reached $300 million.  When Mary
Crowley, died in 1986, her son, Don Carter continued the business
operation nearly debt-free.  In a leveraged transaction in 1998,
private equity firm of Hicks, Muse, Tate, and Furst acquired 66%
of the parent company, which resulted in the imposition of more
than $500 million in debt on the Debtors.  In the face of
decreased sales and increased debt load, bondholders canceled
their debts in February 2006 in exchange for receiving most of the
outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico and
Puerto Rico significantly increased.

The Company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors as counsel.  Richard A. Lindenmuth
at Boulder International LLC, is designated as CRO.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Munsch Hardt Kopf &
Harr, PC, represents the Committee in these cases.  Kurtzman
Carson Consultants LLC is the Official Noticing and Balloting
Agent.  In its schedules, Home Interiors & Gifts, Inc., listed
$88,653,051 in total assets, and $510,451,698 in total
liabilities.

As reported in the Troubled Company Reporter on December 11, 2008,
the Court approved the appointment by the United States Trustee of
Dennis Faulkner as Chapter 11 trustee in the Debtors' bankruptcy
cases.  Dennis Faulkner, of the accounting firm of Lain, Faulkner
& Co., P.C., is a member of the American Bankruptcy Institute and
the Association of Insolvency and Restructuring Advisors.  Lain,
Faulkner & Co., P.C., is an accounting firm which specializes in
bankruptcy, litigation and business advisory services.


HUB INTERNATIONAL: S&P Retains 'CCC+' Rating on $305 Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
recovery rating of '6' to HUB International Ltd.'s $305 million of
senior unsecured notes and $395 million of senior subordinated
notes.  The 'CCC+' issue-level rating (two notches lower than the
'B' counterparty credit rating on the company) on these securities
is unchanged.  A recovery rating of '6' indicates S&P's
expectation of negligible (0%-10%) recovery for lenders in the
event of a payment default.

Standard & Poor's rates HUB International Ltd.'s $625 million
senior secured term loan B, $140 million senior secured delayed
term loan, and $100 million revolving credit facility 'B+' (one
notch higher than the 'B' counterparty credit rating on the
company.  The recovery rating is '2', indicating S&P's expectation
of substantial (70%-90%) recovery for lenders in the event of a
payment default.

                           Ratings List

                      HUB International Ltd.

        Counterparty credit rating             B/Stable/--

                    Recovery Rating Assigned

          $305 million senior unsecured notes      CCC+
           Recovery rating                         6
          $395 million senior subordinated notes   CCC+
           Recovery rating                         6


INTERNATIONAL LEASE: AIG Rating Actions Cues Fitch's Rating Cuts
----------------------------------------------------------------
In connection with the overall rating actions taken on American
International Group, Inc., Fitch has downgraded International
Lease Finance Corp.'s Issuer Default Rating and Senior debt
ratings to 'BBB' from 'A'.  All ratings remain on Rating Watch
Evolving.  Approximately $19 billion of debt is affected by this
action.

These ratings were downgraded:

  -- IDR to 'BBB' from 'A';
  -- Senior unsecured debt to 'BBB' from 'A';
  -- Preferred stock to 'BB' from 'A-';
  -- Short-term IDR to 'F2' from 'F1';
  -- Commercial paper to 'F2' from 'F1'.

All ratings remain on Rating Watch Evolving.

The downgrade of ILFC's ratings coincide with the downgrade of AIG
and reflects ILFC's significant dependence on the underlying
explicit and implicit support provided to the AIG organization by
the Federal Reserve Bank of New York.  Fitch anticipates that AIG
will continue to provide sufficient financial and operational
support to preserve ILFC's franchise value until a sale is
completed.  However, Fitch believes there is heightened
uncertainty as to how non-government creditors will fare over the
longer term as AIG completes its restructuring plans.

Fitch further notes that the downgrade of ILFC's ratings is not a
reflection of any specific knowledge or information regarding the
outcome of AIG's plan to sell the company.  Fitch continues to
believe a sale outcome that preserves an investment-grade capital
structure for ILFC is realistic.  However, Fitch also anticipates
that ILFC's post-sale financial flexibility will be more limited
and its capital structure is likely to incorporate a greater
amount of secured debt.  These factors would not be indicative of
an 'A' rating category on a standalone basis.

ILFC's superior market position within the aircraft leasing
sector, well-defined operating strategy and demonstrated ability
to navigate through cyclical downturns within the sector are
positive ratings factors that help to support standalone
investment-grade ratings.

However, Fitch expects the company's near-term operating
performance will be under pressure due to the adverse impact of
global recession on the overall commercial aerospace industry,
challenging credit market conditions and further weakening of
lease rates and aircraft values.

The Rating Watch Evolving status essentially reflects the
uncertain impact of a sale on ILFC's current business model,
capital structure and credit profile.  The financial wherewithal
of the new owner and ILFC's post-sale capital structure and the
corresponding effect on unsecured creditors are key rating
factors.  Failure to complete a timely sale of the company or a
sale outcome that incorporates a riskier credit profile or results
in the structural subordination of existing unsecured creditors
would clearly have negative rating implications.


IRIDAL PUBLIC: S&P Downgrades Rating on Credit-Linked Notes to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D' on
the credit-linked notes from Iridal Public Ltd. Co.'s series 5.
Following the downgrade, S&P withdrew its rating on the notes.

The downgrade followed a number of credit events within the
underlying corporate reference entities.  S&P received final
valuations on the credit events in the underlying portfolio, which
indicated that losses in the portfolio had caused the credit-
linked notes to incur a complete principal loss.  S&P subsequently
withdrew the rating because the note balance has been reduced to
zero.

                   Rating Lowered And Withdrawn

                      Iridal Public Ltd. Co.
                             Series 5

                                         Rating
                                         ------
               Class                    To     From
               -----                    --     ----
               Credit-linked note       D      CCC+
               Credit-linked note       NR     D


JAIME COURTNEY: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Jaime Courtney
               Jane Carter
                  aka Jane Courtney
               22680 ThunderRidge
               Seabeck, WA 98380

Bankruptcy Case No.: 09-14739

Chapter 11 Petition Date: May 15, 2009

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

Judge: Samuel J. Steiner

Debtors' Counsel: David Carl Hill, Esq.
                  Law Office of David Carl Hill
                  2472 Bethel Rd SE
                  Ste A
                  Port Orchard, WA 98366
                  Tel: (360) 876-5015
                  Fax: (360) 895-1491
                  Email: bankruptcy@hilllaw.com

Total Assets: $2,033,770

Total Debts: $1,684,000

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

      http://bankrupt.com/misc/wawb09-14739.pdf

The petition was signed by the Joint Debtors.


JAMES M. HAYS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: James M. Hays
               Polly A. Hays
               5150 W. 70th St.
               Kearney, NE 68845

Bankruptcy Case No.: 09-41355

Chapter 11 Petition Date: May 15, 2009

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Judge: Chief Judge Thomas L. Saladino

Debtors' Counsel: Galen E. Stehlik, Esq.
                  Lauritsen, Brownell, Brostrom, Stehlik
                  724 W. Koenig
                  P.O. Box 400
                  Grand Island, NE 68802
                  Tel: (308) 382-8010
                  Fax: (308) 382-8018
                  Email: galens@lauritsenlaw.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 the Joint Debtors.


JOHN MCGILL: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------
Debtor: John Russel McGill
        15106 Palmwood Road
        Palm Beach Gardens, FL 33410

Bankruptcy Case No.: 09-19425

Type of Business: The Debtor is a land developer.

Chapter 11 Petition Date: May 15, 2009

Court: Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Chad P Pugatch, Esq.
                  cpugatch.ecf@rprslaw.com
                  Rice Pugatch Robinson & Schiller, P.A.
                  101 NE 3 Avenue, Suite 1800
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 462-8000

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
U.S. Bank                      guaranty          $44,200,000
777 East Wisconsin Avenue
Milwaukee, WI 53202

National City Bank             guaranty          $37,780,000
101 W. Washington Street
Suite 400S
Indianapolis, In 46255

State of Ohio                  judgment          $1,200,000

Ryan Inc. Mining               promissory note   $310,969


JOURNAL REGISTER: Wants to Sell Lapeer Assets to JAMS Media
-----------------------------------------------------------
Journal Register Company, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York for authority to sell
certain of their assets and operations located in Lapeer, Michigan
to JAMS Media, LLC, free and clear of all encumbrances, pursuant
to an asset purchase agreement by and among Journal Register East,
Inc., Journal Company, Inc. and 21st Century Newspapers, Inc. and
the purchaser dated April 28, 2009.

The Debtors relate that with its publishing asset brokers, Dirks
Van Essen & Murray, contacted approximately 25 different parties
that expressed an interest of the Debtors' assets.  However of the
25, only 8 expressed an interest in the Lapeer assets.  Of these 8
potential purchasers, only JAMS Media submitted a bid for all of
the Lapeer assets.  Other potential purchasers offered to purchase
only a subset of the Lapeer assets.

JAMS Media has offered to pay $1,000,000 in cash for the Lapeer
assets plus the assumption of certain liabilities valued at
approximately $437,000 in the aggregate.  Under the APA, the
Debtors or the purchasers may terminate the APA if the closing
does not occur by July 31, 2009.

The Debtors relate that the Lapeer assets are not integral to the
their restructuring efforts and that the Lapeer assets are not
profitable.

The Debtors tell the Court that the secured lenders have consented
to the sale of the Lapeer assets.

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.


KMART CORP.: 3rd Cir. Says Pro Se Employee-Claimant Goofed
----------------------------------------------------------
Ilease Bartlette, a former Kmart Corporation employee, sued the
retailer in the U.S. District Court for the District of the Virgin
Islands (Case No. 02-cv-00100) four months after it filed for
chapter 11 protection in Chicago.  Ms. Bartlette filed a proof of
claim in Kmart's bankruptcy, but never sought relief from the
automatic stay from the Bankruptcy Court.  As a result, the
District Court dismissed Ms. Bartlette's lawsuit, and the Third
Circuit Court of Appeals affirmed that ruling in an unpublished
decision.  See Bartlette v. Kmart Corp., 2008 WL 2278896,
http://www.ca3.uscourts.gov/opinarch/073716np.pdf(3rd Cir.).


LAKESIDE 160: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Lakeside 160 LLC
        2222 W. Pinnacle Peak Road, Suite 240
        Phoenix, AZ 85027

Bankruptcy Case No.: 09-10508

Chapter 11 Petition Date: May 15, 2009

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Mark W. Roth, Esq.
                  mroth@polsinelli.com
                  Polsinelli Shughart P.C.
                  3636 N. Central Avenue, Suite 1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2012
                  Fax: (602) 926.8562

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor did not file a list of 20 largest unsecured creditors.

The petition was signed by Stephen A. Kohner, manager.


LANDAMERICA FINANCIAL: Strikes Pension Funding Agreement with PBGC
------------------------------------------------------------------
The Pension Benefit Guaranty Corporation and LandAmerica Financial
Group Inc. of Glen Allen, Va., on Friday announced an agreement to
protect the company's cash balance pension plan covering some
9,600 workers and retirees.  The agreement must be approved by the
U.S. Bankruptcy Court in Richmond, Va., where LandAmerica's
chapter 11 case is pending.

Although LandAmerica believes the plan currently complies with
funding standards for ongoing pension plans under federal law, the
PBGC believes additional assets are needed to complete a standard,
fully funded termination of the plan or to pay claims to the PBGC
in the event the plan terminates and is trusteed by the PBGC.

Under the agreement, if any LandAmerica subsidiary subsequently is
sold, LandAmerica may elect to escrow for the pension plan 30
percent of net cash or cash equivalent proceeds realized from such
sale for the benefit of funding a standard termination of the plan
or, if the plan is not terminated in a standard termination, to be
applied against any Bankruptcy Court approved claims of the PBGC.

In consideration for LandAmerica's agreement to escrow the
proceeds, the PBGC will release any and all such sold subsidiary
or subsidiaries from any liability arising from the cash balance
pension plan.  Any escrowed assets not payable to the plan or the
PBGC will belong to LandAmerica.

The LandAmerica Cash Balance Plan is currently administered by
LandAmerica and has not been taken over by the PBGC.  The
agreement comes after the PBGC announced on May 11 that it would
terminate and assume responsibility for the LandAmerica pensions.

The PBGC is a federal corporation created under the Employee
Income Retirement Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.

                 About LandAmerica Financial 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)


LEHMAN BROTHERS: Special Committee to Review Attorneys' Fees
------------------------------------------------------------
Attorneys retained in the Chapter 11 cases of Lehman Brothers
Holdings Inc. agreed to a delay in the hearing to consider
approval of their fees and expenses to give way for the formation
of a review committee.  The special committee that will review fee
requests will consist of representatives from Lehman, the official
committee of unsecured creditors, and the U.S. Trustee.

The Court was scheduled to convene on May 13, a hearing to
consider the interim fee applications of retained professionals.

As reported by the TCR on April 14, 2009, Weil, Gotshal & Manges
LLP, the lead bankruptcy counsel of Lehman Brothers is seeking
approval of $55,140,791 in fees for services rendered for the
first four-and-a-half months of Lehman's Chapter 11 case.  In all,
fifteen of the firms retained in the case have sought over
$90 million for services rendered during the first four months of
the case.

A. Debtors' Professionals:

Professional             Period         Fees         Expenses
------------             ------         ----         --------
Weil, Gotshal &          09/15/08-    $55,140,791   $1,336,880
Manges LLP               01/31/09

Lazard Freres            09/15/08-      6,600,000       33,467
& Co. LLC                01/31/09

Curtis Mallet-Prevost    09/26/08-      4,611,589      151,402
Colt & Mosle LLP         01/31/09

McKee Nelson LLP         09/15/08-      2,727,562      105,916
                         01/31/09

Simpson Thacher &        09/15/08-      1,383,114       28,601
Bartlett LLP             01/31/09

Jones Day                Engagement     1,258,056       10,425
                         dates to
                         01/31/09

McKenna Long &           09/15/08-        631,156       35,620
Aldridge LLP             01/31/09

Ernst & Young LLP        09/15/08-        552,700            0
                         01/31/09

Reilly Pozner LLP        09/15/08-        464,631       33,888
                         01/31/09

Bortstein Legal LLC      12/15/08-        353,154            0
                         01/31/09

Weil Gotshal is the Debtors' lead bankruptcy counsel.  Curtis is
their conflicts counsel.  Bortstein Legal, McKee Nelson, Jones
Day, Simpson Thacher, McKenna Nelson and Reilly Pozner are their
special counsel.  Ernst & Young is the Debtors' auditor.  Lazard
Freres is their investment banker.

B. Official Committee of Unsecured Creditors' Professionals

Professional             Period         Fees         Expenses
------------             ------         ----         --------
Milbank, Tweed, Hadley   09/17/08-    $12,132,376     $668,388
& McCloy LLP             01/31/09

FTI Consulting Inc.      09/17/08-      5,261,715      148,515
                         01/31/09

Houlihan Lokey Howard    09/17/08-      2,233,333      159,070
& Zukin Capital, Inc.    01/31/09

Quinn Emanuel Urquhart   09/15/08-      2,129,413       41,113
Oliver & Hedges, LLP     01/31/09

Milbank is the legal counsel of the Creditors' Committee while
Quinn Emanuel serves as the panel's special counsel.  FTI is the
panel's financial advisor; Houlihan Lokey its investment banker.

C. Chapter 11 Examiner's Professionals

Professional             Period         Fees         Expenses
------------             ------         ----         --------
Anton Valukas/Jenner     01/19/09-    $613,650    $13,514
& Block LLP              01/31/09

Jenner & Block is the legal counsel for Anton Valukas, the
examiner appointed in the Debtors' bankruptcy cases.

A hearing to consider approval of the interim fee applications is
scheduled for May 13, 2009.  Creditors and other concerned
parties have until May 6 to file their objections.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion -- US$38
billion.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROS: S&P Cuts Rating on Class K 2005-LLF Certs. to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D' from
'BB-'on the class K commercial mortgage pass-through certificates
from Lehman Bros. Floating Rate Commercial Mortgage Trust 2005-LLF
C4 and removed it from CreditWatch, where it was placed with
negative implications on April 7, 2009.

The downgrade reflects interest shortfalls associated with special
servicing fees and other expenses related to the 60-plus-days
delinquent 321-329 Riverside Avenue Office loan.  The shortfalls
have reduced the available distribution amount to the class K
certificates, and S&P expects the shortfalls to this class to
continue for the foreseeable future.

The 321-329 Riverside Avenue Office loan, secured by a 49,690-sq.-
ft. office property in Westport, Connecticut, has a trust balance
of $8.4 million (10% of the pool trust balance) and a whole-loan
balance of $14.1 million.  This loan was transferred to the
special servicer, TriMont Real Estate Advisors Inc., on March 12,
2008, due to a maturity default.  The sponsor had originally
intended to convert the property from office to residential use,
but has since abandoned the conversion plan.  As of March 2009,
the office property was 10% occupied.

TriMont is working with the B noteholder on a forbearance
agreement, which is predicated on the B noteholder acquiring title
to the property.  The B noteholder is currently negotiating the
terms of a loan assumption with the borrower.

       Rating Lowered And Removed From Creditwatch Negative

Lehman Bros. Floating Rate Commercial Mortgage Trust 2005-LLF C4
           Commercial mortgage pass-through certificates

                            Rating
                            ------
                 Class    To       From
                 -----    --       ----
                 K        D        BB-/Watch Neg


MAGNOLIA FINANCE: Write-Downs Cue S&P's Rating Downgrades to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the notes
from Magnolia Finance II PLC's series 2006-5B 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 a principal loss.

                          Rating Lowered

                     Magnolia Finance II PLC
                          Series 2006-5B

                                     Rating
                                     ------
                     Class          To   From
                     -----          --   ----
                     Notes          D    CCC-


MAIKO HESSEL BOUMA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Maiko Hessel Bouma
                  dba Bouma Dairy
               Petronella Baukje Glas
                  dba Bouma Dairy
               4252 County Road 2408
               Winnsboro, TX 75494

Bankruptcy Case No.: 09-41492

Chapter 11 Petition Date: May 15, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtors' Counsel: William L. Needler, Esq.
                  William L. Needler & Associates, Ltd.
                  555 Skokie Blvd.
                  Suite 500
                  Northbrook, IL 60062
                  Tel: (847) 559-8330
                  Fax: (847) 559-8331
                  Email: williamlneedler@aol.com

Total Assets: $7,265,701

Total Debts: $3,742,969

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/txeb09-41492.pdf

The petition was signed by the Joint Debtors.


MARC DREIER: Pleads Guilty for Fraud, Gets 145 Years Prison Time
----------------------------------------------------------------
Marc S. Dreier founded the law firm Dreier LLP that filed for
bankruptcy last year has pleaded guilty of fraud before the
Federal District Court in Manhattan and will be sentenced on
July 13, 2009, various sources report.

Mr. Dreier siphoned more than $400 million from hedge funds and
other investors from selling fake promissory notes, sources say.

CNN.com relates Mr. Dreier faces maximum prison time of 145 years.

                       About Marc S. Dreier

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

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

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

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as
postconfirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).  Mr. Dreier owes $88.5 million in claims to
them.

Diamond McCarthy LLP represents Ms. Gowan; Curtis, Mallet Prevost,
Colt & Mosle LLP, Mr. Reisman; and McCarter & English LLP,
Wachovia Bank.


MASCO CORP: Moody's Downgrades Corporate Family Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Masco
Corporation including corporate family rating to Ba2, senior
unsecured notes ratings to Ba2, and various shelf programs to
(P)Ba2/(P)B1/(P)B1.  At the same time Moody's upgraded the
company's speculative grade liquidity rating to SGL-2 from SGL-3.
The action concludes the review initiated on February 12, 2009.
The outlook is negative.

These ratings/assessments were affected:

  -- Corporate family rating, downgraded to Ba2 from Ba1;

  -- Probability of default rating, downgraded to Ba2 from Ba1;

  -- Senior unsecured notes ratings, downgraded to Ba2 (LGD4, 53%)
     from Ba1 (LGD4, 54%);

  -- Various shelf securities downgraded to (P)Ba2/(P)B1/(P)B1
     from (P)Ba1/(P)Ba2/(P)Ba2;

  -- Speculative grade liquidity rating, upgraded to SGL-2 from
     SGL-3.

The downgrade of the company's corporate family rating to Ba2
reflects weak demand in the company's business segments and the
company's inability to lower costs fast enough to offset the sales
decline.  Most of the company's business segments reported
negative operating margins for the first quarter of 2009.  The Ba2
rating considers the multi year trend in increasing debt-to-
capitalization, due in part to share buybacks and dividends during
the recent boom in homebuilding.  The company's debt leverage
(debt-to-capitalization) is anticipated to be above 55% for 2009
and 2010 as adjusted by Moody's.  The company's EBITDA coverage of
interest, free cash flow to debt, and other standard metrics leave
the company weakly positioned in the ratings category.

Masco's scale and strong market positions across a number of
building products segments including cabinets, plumbing products,
and decorative architectural products balances against near term
weaknesses.  Longer term, the company's product breadth and
geographic diversity should translate into improved sales, margin
expansion, greater free cash flow, and improving credit metrics
when the homebuilding and remodeling markets finally improve.

The company's good liquidity, evidenced by the upgrade in its
Speculative Grade Liquidity Rating to SGL-2, reflects the
combination of revolver availability and cash totaling over $2
billion.  The SGL upgrade also considered the room under the
company's renegotiated covenants and its alternative sources of
liquidity.  There is also the expectation for positive free cash
flow generation in 2009.  Its liquidity position and expectations
for positive free cash flow partially mitigate risks associated
with its current weak financial metrics.

The negative outlook reflects ongoing weakness in the company's
financial performance particularly as it relates to continued
declines in sales, operating income, EBITDA, and various credit
metrics including debt to EBITDA, retained cash flow to debt,
EBITDA to interest, and operating margins.

The last rating action was February 12, 2009 when the company's
ratings were placed on review for possible downgrade due to
concerns surrounding demand for its products, profitability, and
cash flow generating ability in the current economic and housing
environment.

Masco Corporation, headquartered in Taylor, Michigan, is a leading
North American manufacturer and service provider in the home
improvement and building product markets, with LTM revenues
through March 31, 2009 of over $8.9 billion.


MATTHEW ARFA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Matthew Arfa
           aka Mahyar Arfa
        PO Box 100745
        Santa Ana, CA 92336

Bankruptcy Case No.: 09-14526

Chapter 11 Petition Date: May 14, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Michael R. Totaro, Esq.
                  Totaro & Shanahan
                  POB 789
                  Pacific Palisades, CA 90272
                  Tel: (310) 573-0276
                  Fax: 310-496-1260
                  Email: mtotaro@aol.com

Total Assets: $1,729,507

Total Debts: $3,547,157

A full-text copy of Mr. Arfa's petition, including his list of 20
largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/cacb09-14526.pdf

The petition was signed by Mr. Arfa.


METALS USA: Posts $20.6 Million Net Loss for 1st Quarter 2009
-------------------------------------------------------------
Metals USA Inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q for the quarter ended March 31,
2009.  Metals USA posted a net loss of $20.6 million on net sales
of $330.2 million for the three months ended March 31, 2009,
compared to a net income of $9.6 million on net sales of
$489.0 million for the same period in 2008.

Metals USA had $877.4 million in total assets and $722.1 million
in total liabilities as of March 31, 2009, resulting in
$155.3 million in stockholders' equity.

Metals USA believes it has resources sufficient to meet working
capital and capital expenditure requirements for the next year.
Metals USA's primary sources of short-term liquidity are
borrowings under its $525.0 million asset-based revolving credit
facility and cash flow from operations.

During September 2008, Metals USA borrowed approximately
$160.0 million on the ABL facility in response to concerns about
credit markets. As of March 31, 2009, Metals USA had eligible
collateral of $324.3 million, $251.0 million in outstanding
advances, $15.1 million in open letters of credit and
$58.2 million of additional borrowing capacity.  As of March 31,
2009, Metals USA had $95.6 million of available cash and cash
equivalents.

At May 12, 2009, Metals USA had $283.1 million of eligible
collateral, $209.5 million in outstanding advances, $15.1 million
in open letters of credit and $58.5 million of additional
borrowing capacity.  As of May 12, 2009, Metals USA had
approximately $64.7 million of available cash and cash
equivalents.

Metals USA's borrowing availability fluctuates daily with changes
in eligible accounts receivables and inventory, less outstanding
borrowings and letters of credit.

Metals USA generally meets long-term liquidity requirements, the
repayment of debt and investment funding needs, through additional
borrowings under the ABL facility and the issuance of debt
securities.  At March 31, 2009, Metals USA's long-term debt
consisted of $251.0 million of outstanding borrowings on the ABL
facility, $275.0 million principal amount of the Metals USA Notes,
an Industrial Revenue Bond with $5.7 million principal amount
outstanding and $200,000 in vendor financing and purchase money
notes.

Metals USA intends to look for value-added businesses that it can
acquire at reasonable prices.  Metals USA intends to use cash
flows from operations and excess cash available under the ABL
facility to fund future acquisitions.

A full-text copy of Metals USA's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3d04

                     About Metal USA Inc.

Metals USA Inc. -- http://www.metalsusa.com/-- provides products
and services in the heavy carbon steel, flat-rolled steel, non-
ferrous metals, and building products markets.

                        *     *     *

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Houston-based Metals USA Holdings Corp. and on its
wholly owned subsidiary, Metals USA Inc., to 'CCC+' from 'B-'.  At
the same time, S&P lowered its rating on the senior secured notes
and the senior unsecured pay-in-kind toggle notes to 'CCC-' from
'CCC'.

The recovery rating remains at '6' on these issues, indicating
negligible (0%-10%) recovery in the event of a payment default.
The outlook is negative.  All ratings are removed from
CreditWatch, where they were placed with negative implications on
March 18, 2009, due to the sharp deterioration in steel market
conditions in North America over the past several months and S&P's
expectation that operating conditions will remain challenging in
the near-term.


MGM MIRAGE: Inks Underwriting Agreement on Sale of 143-Mil. Shares
------------------------------------------------------------------
MGM MIRAGE on May 13, 2009, entered into an underwriting agreement
with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche
Bank Securities Inc., J.P Morgan Securities Inc., Morgan Stanley &
Co. Incorporated, and UBS Securities, LLC, with Merrill Lynch
acting as representative of the several underwriters, to sell
143,000,000 shares of the Company's common stock, $0.01 par value
per share, pursuant to a firm commitment underwritten offering.

Pursuant to the Underwriting Agreement, the Company granted the
Underwriters an over-allotment option, exercisable for 30 days
from the date of the Underwriting Agreement, to purchase up to an
additional 21,450,000 shares of the Company's common stock.  The
Underwriters have notified the Company that they intend to
purchase all of the Over-Allotment Shares.  The Company expects to
issue the Offering Shares to the Underwriters on May 19, 2009.

The Offering Shares were registered pursuant to an automatic shelf
registration statement on Form S-3 (File No. 333-158956) and a
related prospectus supplement, dated May 13, 2009.

In addition, in connection with the Offering, Glaser, Weil, Fink,
Jacobs, Howard & Shapiro, LLP, counsel to the Company, has
rendered an opinion regarding the validity of the issuance of the
Offering Shares.

                        About MGM MIRAGE

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

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

                       *     *     *

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

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

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

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

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

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

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

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


MULTIUT CORPORATION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Multiut Corporation
        7520 N. Skokie Blvd.
        Skokie, IL 60077

Bankruptcy Case No.: 09-17575

Chapter 11 Petition Date: May 14, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Scott R. Clar, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 S Lasalle
                  Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  Email: sclar@craneheyman.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/ilnb09-17575.pdf

The petition was signed by Nachshon Draiman, president of the
Company.


NACHSHON DRAIMAN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Nachshon Draiman
        7520 N Skokie Blvd
        Skokie, IL 60601

Bankruptcy Case No.: 09-17582

Chapter 11 Petition Date: May 14, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Michael L. Ralph, Sr., Esq.
                  Ralph, Schwab & Schiever, Chtd
                  175 E Hawthorn Pkwy
                  Ste 345
                  Vernon Hills, IL 60061
                  Tel: (847) 367-9699
                  Fax: (847) 367-9699
                  Email: mralph@rss-chtd.com

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

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

A full-text copy of the Mr. Draiman's petition, including his list
of 20 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/ilnb09-17582.pdf

The petition was signed by Mr. Draiman.


NES RENTALS: S&P Raises Long-Term Corporate Credit Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on NES Rentals Holdings Inc. to 'B-' from 'SD'
(selective default).  The outlook is negative.  The issue-level
rating on the company's remaining $266 million second-lien term
loan due 2013 remains 'D'.

"The upgrade reflects the completion of the distressed debt
exchange resulting in a new capital structure with a marginally
reduced debt level," said Standard & Poor's credit analyst Helena
Song.  The outlook is negative.  "The rating actions reflect our
expectation that operating conditions will remain challenging and
that the company's credit measures will continue to deteriorate.
In addition, S&P is concerned that the company may not meet
leverage covenants on its second-lien term loan that steps down in
September 2009."  Conditions in NES Rentals' key nonresidential
construction end markets have been difficult and appear unlikely
to improve meaningfully in the near term.

The ratings on NES Rentals reflect Standard & Poor's Ratings
Services' assessment of the company's weak business risk profile
as a regional equipment rental provider and its highly leveraged
financial profile.  As a regional company, NES Rentals is one of
the six largest operators in the competitive U.S. equipment rental
industry.

Chicago-based NES operates in about 80 locations, offering general
construction and other equipment for rent to construction and
petrochemical companies and other industrial end users.  The
commercial rental equipment industry is highly fragmented and
competitive, and demand relies a great deal on nonresidential
construction.  Competition comes mainly from local equipment
rental companies and other regional companies such as H & E
Equipment Services Inc., Sunbelt Rentals (a unit of U.K.-based
Ashtead Group PLC), and national competitors RSC Equipment Rental
and United Rentals Inc.

Nonresidential construction spending started to turn down in 2008
and Standard & Poor's expects it to continue to decline in 2009
and 2010.  Rental rates have declined meaningfully in 2009, as
have utilization rates.  S&P expects NES Rentals' operating
margins to decline in 2009, after they had steadily improved as a
result of divestitures of lower margin businesses and cost
initiatives.  S&P also expect the company to reduce capital
spending following a period of increased investments.

S&P has based the current ratings and outlook on the assumption
that key end markets, specifically nonresidential construction
markets, will decline by about 20% in 2009.  Standard & Poor's
Ratings Services could lower the ratings if operating performance
continues to deteriorate, if cash flow generation remains weak, or
if the company's liquidity is otherwise adversely affected.  For
example, S&P could lower the ratings if the company violates its
covenants or if the company appears increasingly likely to violate
its covenants.  Upside potential for the rating is unlikely at
this point given the covenant pressure and challenging market
conditions.


NETVERSANT SOLUTIONS: To Liquidate Residual Assets Under Chapter 7
------------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware converted the Chapter 11 cases of Netversant
Solutions Inc. and its debtor-affiliates to Chapter 7 liquidation
proceedings effective April 30, 2009.

In conjunction with the conversion, Robert A. DeAngelis, the U.S.
Trustee for Region 3, appointed Jeoffrey L. Burtch as interim
trustee of the Debtors' estates.

The Debtors told the Court that they have liquidated all of their
assets, rejected several executory contracts, and winded down
operations under the transition services agreements, which expired
on April 30, 2009.  There is insufficient cash to continue
operations or liquidate their assets and a conversion of their
cases to Chapter 7 is necessary, the Debtors lament.

The Debtors assured the Court that their remaining assets will be
liquidated by a Chapter 7 trustee and proceeds will distributed to
stakeholders.

To recall, the Debtors sold all their assets to NetVersant
Acquisition LLC including the assumption and assignment of certain
contracts under the asset purchase agreement dated Nov. 19, 2008.
The sale closed on Jan. 6, 2009.  The debtor-in-possession
financing terminated on the same date, the Debtors noted.

                    About NetVersant Solutions

Headquartered in Houston, Texas, NetVersant Solutions, Inc. nka
NVS Liquidating Company Inc. -- http://www.netversant.com/--
provides wireless network infrastructure services.  The company
also provides an array of voice, video and data communication
services.  The company and 20 of its affiliates filed for Chapter
11 protection on November 19, 2008 (Bankr. D. Del. Lead Case No.
08-12973).  Daniel B. Butz, Esq., and Gregory W. Werkheiser, Esq.,
at Morris, Nichols, Arsht & Tunnell, represents the Debtors in
their restructuring efforts.

The Debtor selected Porter & Hedges LLP as local counsel.  When
they filed for protection from their creditors, they both listed
assets and debts between $100 million and $500 million each.


NOBLE INT'L: Auction of Roll Forming Operations Set for May 21
--------------------------------------------------------------
Noble International, Ltd., et al., asks the U.S. Bankruptcy Court
for the Eastern District of Michigan to approve bidding procedures
for the sale of substantially all of their assets associated with
the businesses consisting of designing, engineering, manufacturing
and selling roll formed and hot formed products, free and clear
of all liens, claims and encumbrances, except for certain assumed
liabilities and assumption and assignment of executory contracts
and unexpired leases, subject to competitive bidding.

Noble Intentions LLC, has agreed to act as a stalking horse bidder
for the sale of the assets.  Noble Intentions has offered to pay,
subject to certain adjustments, $11,000,000, and the assumption of
certain liabilities.  Pursuant to the APA, the buyer can terminate
the stalking horse agreement if the sale has not been consummated
by June 22, 2009.  Noble Intentions is an affiliate of Patriarch
Partners LLC.

The Debtors also ask the Court to approve the payment of an
expense reimbursement of up to $500,000 to the stalking horse
bidder in the event that the assets are sold to a third party.

The Debtors have requested the Court to approve the following
timetable for the sale of the assets:

  -- The deadline for submission of competing bids will be May 19,
     2009, at 4:00 p.m. Eastern Time.

  -- If necessary, an auction will be held at 10:00 a.m. (Eastern
     Time) on May 21, 2009, at the offices of Foley & Lardner LLP,
     One Detroit Center, 500 Woodward Avenue, Suite 2700, Detroit,
     MI 48226-3489.

  -- The sale hearing will be on May 22, 2009, at which time the
     Court will consider approval of the sale to the succesful
     bidder.

  -- Objections to approval of the sale, if any, must be filed so
     as to be received on or before 4:00 p.m. (Eastern Time) on
     May 19, 2009.

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble Int'l and its affiliates filed for Chapter 11 protection on
April 15, 2009 (Bankr. E. D. Mich. Case No. 09-51720).  David G.
Dragich, Esq., and Judy A. O'Neill, Esq., at Harrington Dragich
O'Neill; Jennifer Hayes, Esq., and Ryan S. Bewersdorf, Esq., at
Foley & Lardner LLP, represent the Debtors as counsel.  Daniel M.
McDermott, the United States Trustee for Region 9, appointed 3
creditors to serve on an official committee of unsecured
creditors.  Eric David Novetsky, Esq., Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paul R. Hage, Esq., and Richard E.
Kruger, Esq., at Jaffe Raitt Heuer & Weiss, represent the
creditors committee as counsel.  The Debtors disclosed total
assets of $190,763,000 and total debts of $38,691,000, as of
January 10, 2009.


NOBLE INT'L: Files Schedules of Assets & Liabilities
----------------------------------------------------
Noble International Ltd. filed with the U.S. Bankruptcy Court for
the Eastern District of Michigan its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------     ------------
  A. Real Property
  B. Personal Property           $22,139,308
   C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,896,502
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $99,843,186
                                 -----------     ------------
TOTAL                            $22,139,308     $110,739,688


Headquartered in Warren, Michigan, Noble International, Ltd. --

http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble Int'l and its affiliates filed for Chapter 11 protection on
April 15, 2009 (Bankr. E. D. Mich. Case No. 09-51720).  David G.
Dragich, Esq., and Judy A. O'Neill, Esq., at Harrington Dragich
O'Neill; Jennifer Hayes, Esq., and Ryan S. Bewersdorf, Esq., at
Foley & Lardner LLP, represent the Debtors as counsel.  Daniel M.
McDermott, the United States Trustee for Region 9, appointed 3
creditors to serve on an official committee of unsecured
creditors.  Eric David Novetsky, Esq., Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paul R. Hage, Esq., and Richard E.
Kruger, Esq., at Jaffe Raitt Heuer & Weiss, represent the
creditors committee as counsel.  The Debtors disclosed total
assets of $190,763,000 and total debts of $38,691,000, as of
January 10, 2009.


NOBLE INT'L: Obtains Final OK to Borrow up to $9,120,000
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
granted Noble International, Ltd., et al., final authority to
obtain post-petition financing not to exceed $9,120,000 from
General Motors Corp., Ford Motor Company and Chrysler LLC, and
certain of their affiliates (the "Customers"), to fund payroll,
purchase raw materials and other necessary supplies to produce
component parts, according to the terms of the original order.

This will enable the Debtors to their obligations under the
purchase orders with the Customers.

Lender expenses will only be paid by the Debtors after said
expenses are allowed by the Court after notice and a hearing.

On April 17, 2009, the Court granted the Debtors interim authority
to obtain post-petition financing of up to $2 million from the
Customers.

On April 24, 2009, the Court issued its final order granting the
Debtors authority to obtain up to interim limit of $8,300,000 in
post-petition financing from the Customers.

Pursuant to this original order, absent a written extension from
the Customers, the post-petition loans will be due on the earliest
of (a)May 31, 2009; (b) the closing of a sale of Debtors' so-
called roll forming operations; (c) written notice of the
occurrence of an event of default by the Debtors; or (d) the
effective date of any confirmed plan of reorganization.

As security for the post-petition loans, BBK Financing Company, as
administrative agent of the Customers for purposes of making the
post-petition loans, is granted a security interest in all
property of each Debtor's estate arising or acquired subsequent to
the filing of the bankruptcy petitions.

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble Int'l and its affiliates filed for Chapter 11 protection on
April 15, 2009 (Bankr. E. D. Mich. Case No. 09-51720).  David G.
Dragich, Esq., and Judy A. O'Neill, Esq., at Harrington Dragich
O'Neill; Jennifer Hayes, Esq., and Ryan S. Bewersdorf, Esq., at
Foley & Lardner LLP, represent the Debtors as counsel.  Daniel M.
McDermott, the United States Trustee for Region 9, appointed 3
creditors to serve on an official committee of unsecured
creditors.  Eric David Novetsky, Esq., Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paul R. Hage, Esq., and Richard E.
Kruger, Esq., at Jaffe Raitt Heuer & Weiss, represent the
creditors committee as counsel.  The Debtors disclosed total
assets of $190,763,000 and total debts of $38,691,000, as of
January 10, 2009.


NORTEL NETWORKS: Canadian Court Extends CCAA Stay Through July 30
-----------------------------------------------------------------
Nortel Networks Corporation and its four Canadian affiliates
obtained an order from the Superior Court of Justice (Commercial
List) for the Province of Ontario, further extending through
July 30, 2009, the stay protection of their proceedings under the
Companies' Creditors Arrangement Act, as amended.

Within the CCAA Stay Period, no proceeding in any court or
tribunal may be commenced or continued against the CCAA
Applicants.  Moreover, all pending proceedings against the
Applicants are stayed and suspended pending further order of the
Canadian Court.

The CCAA Stay extension allows the Applicants to continue to
develop a restructuring strategy for consideration by their
creditors and the Canadian Court, and to subsequently file a plan
of arrangement.

Ernst & Young Inc., the monitor appointed by the Canadian Court,
disclosed in prior court filings that the CCAA Applicants have
made progress with several initiatives that will generate cost
reductions to decrease their cash expenditures.  The Monitor has
also noted that the CCAA Applicants have undertaken a
comprehensive operational and strategic review of their business
units and legal entities around the world and prepared a
financial outlook for 2009, which has been presented to and
discussed with the major stakeholder groups of their various
estates.

In a separate report, Telecommunications Online relates that
Nortel's nearly $2.6 billion cash assets as of April 11, 2009,
would be enough to get the Company through the duration of the
extension request, although about $52.5 million of those funds
could not be used due to joint venture control issues and other
restrictions.  This gives Nortel access to over $2 billion, of
which $859 million came from North America operations and
$700 million from Europe, the report noted.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Files Rule 2015.3 Report on Stake in Companies
---------------------------------------------------------------
Nortel Networks Inc. and its debtor-affiliates delivered to the
Court a report on the value, operations and profitability of those
companies in which they hold a substantial or controlling interest
as of December 31, 2008, as required by Rule 2015.3 of the Federal
Rules of Bankruptcy Procedure.

Nortel Vice-President for Finance Paul Wesley Karr disclosed in
the report that the estates of NNI, Sonoma Systems and Nortel
AltSystems Inc., formerly known as Alteon Web Systems Inc., hold a
substantial or controlling interest in these companies:

                                    NNI Interest
Name of Companies                 of the Estate  Net Book Value
-----------------                 -------------  --------------
Nortel Networks (CALA) Inc.                100%  ($154,306,000)
Diamondware, Ltd.                          100%      5,507,000
Nortel Networks India International Inc.   100%    (23,248,000)
Nortel Government Solutions Incorporated   100%    326,130,000
Nortel Ventures LLC                        100%       (347,000)
Bay Networks do Brasil Ltda.             99.50%              -
Nortel Networks Technology Ltd.            100%     (3,739,000)
Bay Networks Redes de Dados para
   Sistemas Informaticos, Lda.              100%         91,000
Clarify Limited                            100%       (577,000)
Penril Datacomm Limited                    100%     (1,605,000)
Nortel Networks Eastern Mediterranean Ltd. 100%        538,000
Nortel Technology Excellence
   Centre Private Limited                 99.01%      2,301,000
Nortel Networks Japan                      100%     25,345,000
Nortel Networks Technology K.K.            100%              -
Nortel Networks Southeast Asia Pte Ltd.    100%              -
Nortel Networks Technology (Thailand)    99.94%              -

                                    NAI Interest
Name of Companies                 of the Estate  Net Book Value
-----------------                 -------------  --------------
Nortel AltSystems Int'l Limited            100%              -
Nortel AltSystems AB                       100%       $620,000

                                 Sonoma Interest
Name of Companies                of the Estate   Net Book Value
-------------                   ---------------  --------------
Sonoma Systems Europe Limited              100%    ($1,241,000)
Sonoma Limited                             100%              -

Mr. Karr also disclosed that NNI is the sole member of Nortel
Foundation, an Internal Revenue Code Section 501 (c)(4) not-for-
profit foundation organized as a non-stock corporation.  Under
U.S. tax rules, the member of a Section 501 (c)(4) organization
is prohibited from having any benefit inure to it by the
organization.  Nortel Foundation received no donations from NNI
during 2008, had nominal activity during 2008, and had assets of
approximately $32,000 in cash on hand at December 31, 2008,
according to Mr. Karr.

He further said that NNI also holds minority interests in two
additional companies that exceed 20% but are less than 50%, for
which NNI has accounted for using the equity method of
accounting.  As of May 11, 2009, NNI is evaluating its reporting
for these two companies and the Debtors have been granted more
time to file Form 26 reports for these companies through May 29,
2009, according to Mr. Karr.

Mr. Karr also filed with the Court balance sheets and other
financial documents for those companies held by NNI, Sonoma, and
Nortel AltSystems.  A copy of those financial documents is
available without charge at:

       http://bankrupt.com/misc/NortelRule2015.3Reports.pdf

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Seeks Sept. 11 Extension of Exclusive Periods
--------------------------------------------------------------
Nortel Networks Inc. and its debtor-affiliates seek more time to
file their Chapter 11 plan and solicit votes for that plan.  They
specifically ask the U.S. Bankruptcy Court for the District of
Delaware to extend the period by which they have the exclusive
right to file a plan of reorganization through September 11, 2009,
and the period by which they have exclusive right to solicit votes
for that plan through November 10, 2009.

Pursuant to Section 1121(b) of the Bankruptcy Code, a debtor is
given an initial period of 120 days after the commencement of its
chapter 11 case during which it has the exclusive right to
propose and file a plan.  Section 1121(c)(3) provides that if the
debtor proposes and files a plan within the initial 120-day
exclusive period, it has until 180 days after the commencement of
the case to solicit votes for that plan.  The court may "for
cause" reduce or increase the 120-day period or the 180-day
period on request of a party-in-interest pursuant to Section
1121(d)(1).  These extensions, however, are capped to limit any
extension of the Exclusive Plan Filing Period to 18 months after
the Petition Date and any extension of the Exclusive Plan
Solicitation Period to 20 months after the Petition Date.

Attorney for the Debtors, Andrew Remming, Esq., at Morris Nichols
Arsht & Tunnell LLP, in Wilmington, Delaware, tells the Court
that the Debtors need more time to coordinate with the Official
Committee of Unsecured Creditors and other parties-in-interests
to formulate a global plan to evaluate and maximize value for
their businesses and to develop a plan of reorganization.

The Debtors, Mr. Reming asserts, are still in the early stages of
building a consensuses among their constituencies regarding the
formulation of a global plan since they have diligently worked on
a variety of time-consuming tasks necessary for the
administration of their bankruptcy proceedings since the Petition
Date.  These activities include:

   -- the creation of a global key employee retention and
      incentive plan;

   -- the implementation of procedures to resolve reclamation
      claims asserted against the Debtors;

   -- the rejection of certain executory contracts and
      non-residential leases;

   -- the negotiation and implementation of a multi-
      jurisdictional sale of the Debtors' non-core assets to
      Radware Ltd.;

   -- efforts aimed at stabilizing the Debtors' business and cash
      management operations in multiple jurisdictions around the
      world;

   -- engaging suppliers and customers of the Nortel companies'
      worldwide operations;

   -- the preparation of schedules of assets and liabilities and
      other reports required in the Debtors' bankruptcy cases,
      including assisting their publicly reporting Canadian
      affiliates to continue to timely file periodic reports
      required of a public company;

   -- the evaluation and coordination of the Debtors' U.S.
      restructuring efforts and court proceedings in the context
      of multi-jurisdictional proceedings;

   -- solicitation of input and coordination of restructuring
      efforts with the Creditors Committee; and

   -- spending substantial time and resources in providing
      information and due diligence to the Creditors Committee
      and the ad hoc group of bondholders.

In light of the accomplishments the Debtors thus far have
achieved in their Chapter 11 cases as well as the extraordinary
complexity and breadth of the Debtors' global business model, the
Debtors' request for an extension of their Exclusive Periods is
justified, Mr. Remming contends.

Mr. Reming maintains that the extension request is consistent
with the purpose of Section 1121 and will not harm creditors.
The extension request, he adds, does not preclude parties-in-
interest from seeking a reduction or termination of the Exclusive
Period for cause.

The Court will convene a hearing on May 20, 2009 to consider
approval of the proposed extension.  Pursuant to Rule 9006-2 of
the Local Rules of Bankruptcy Practice and Procedure of U.S.
Bankruptcy Court for the District of Delaware, the Debtors'
Exclusive Periods is automatically extended until the conclusion
of that hearing.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Seeks to File Portions of Schedules Under Seal
---------------------------------------------------------------
Nortel Networks Inc., Nortel Networks Capital Corporation, Alteon
WebSystems Inc., and Nortel Networks International Inc. seek the
permission of the U.S. Bankruptcy Court for the District of
Delaware to file certain portions of their schedules of assets and
liabilities and related certificates of service under seal.

The Debtors are set to file their Schedules on or before May 29,
2009.

Attorney for the Debtors, Ann Cordo, Esq., at Morris Nichols
Arsht & Tunnell LLP, in Wilmington, Delaware, says the Schedules
may contain information about the Debtors' customers and the
Debtors' executory contracts.  "If the customer information were
to become publicly available, the Debtors would risk unfair
competition with respect to business that the Debtors have fought
extremely hard to procure and service over the years.
Competitors of the Debtors could easily use the customer
information to solicit each of the customers, undermining the
Debtors' relationship with their customers during this crucial
period," Ms. Cordo elaborates.

The Debtors also ask the Court to rule that the redacted customer
information and the certificates of service remain under seal and
confidential, and not be made available to anyone without their
consent.

The Debtors inform the Court they intend to provide access of the
unredacted copy of the Schedules and Certificates to the U.S.
Trustee and attorneys of the Official Committee of Unsecured
Creditors.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Seeks to Sell Westwinds Assets for C$97 Million
----------------------------------------------------------------
Nortel Networks Corporations and four of its Canadian affiliates
seek authority from the Ontario Superior Court of Justice to sell
their property in Calgary, known as Westwinds, to the city
government for C$97 million.

The Properties to be sold include two facilities, known as the
Westwinds Systems House and the Westwinds Innovation Centre, and
8.9 acres of land.  The buildings, which are owned by Nortel
Networks Limited, were constructed as an Office Technology
Centre, where most of the occupants are involved in research and
development.

The CCAA Applicants, through the assistance of DTZ Barnicke,
marketed the properties since August 2008.  They received three
purchase offers, with which the offer from the Calgary City
Government as the highest bid.  The Applicants eventually agreed
to sell the Westwinds Property to the City Government.  The
parties executed a sale agreement on April 27, 2009.

Under the Sale Agreement, the Westwinds Property will be sold to
the City Government for C$97 million.  NNL will be responsible
for adjustment charges prior to the sale closing while the City
Government will be for the charges after the closing.  The
proposed Sale is required to be completed on or about June 15,
2009.

Allan Lane, asset manager of U.S.-based Nortel Networks Inc.,
says the Applicants don't expect further marketing efforts to
result in a higher price for the Westwinds Property, given the
amount of time that the Property had been on the market and the
decline of the real estate market in Calgary.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


OPUS SOUTH: Greenberg Traurig Approved as Counsel
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Opus South Corporation and its debtor-affiliates to employ
Greenberg Traurig LLP as their counsel.

Troubled Company Reporter said on May 8, 2009, Greenberg Traurig
will, among other things:

   a) provide legal advise with respect to the Debtors' powers and
      duties as debtor-in-possession in the continued operation of
      their businesses and management of their property;

   b) negotiate, draft, and pursue all documentation necessary in
      the Chapter 11 cases; and

   c) prepare on behalf of the Debtors all applications, motions,
      answers, orders, reports, and other legal papers necessary
      to the administration of the Debtors' estates;

The hourly rates of Greenberg Traurig personnel are:

     Nancy A. Mitchell                    $780
     Clifton R. Jessup, Jr.               $660
     Matthew T. Gensburg                  $610
     Victoria W. Counihan                 $585
     Dennis Meloro                        $455
     Bryan L. Elwood                      $425
     Benjamin B. Heilman                  $350
     Jose J. Bartolomei                   $305

In addition, other attorneys and paralegal will render services to
the Debtors as needed, with these hourly rates:

     Shareholders                      $335 - $1,050
     Of Counsel                        $325 -   $900
     Associates                        $200 -   $575
     Legal Assistants/Paralegals        $65 -   $310

Mr. Jessup told the Court that Greenberg Traurig received various
advance payment retainers, a portion of which was applied in
satisfaction of fees and expenses incurred.  As of the petition
date, the retainer balance is $402,212.

Mr. Jessup assured the Court that Greenberg Traurig is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Jessup can be reached at:

     Greenberg Traurig, LLP
     The Nemours Building
     1007 North Orange Street, Suite 1200
     Wilmington, DE 19801
     Tel: (302) 661-7000
     Fax: (302) 661-7360

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.


OPUS SOUTH: Nature Coast Wants Case Converted to Chapter 7
----------------------------------------------------------
Nature Coast Commons LLC asks the U.S. Bankruptcy Court for the
District of Delaware to convert the Chapter 11 cases of Opus South
Corporation and its debtor-affiliates to Chapter 7 liquidation
proceedings.

The Debtors manage a real estate development project called
Natured Coast Commons located in Spring Hill, Florida.  The
project is a retail development covering about 350,000 square feet
on 42 acres of real property.  A certificate of completion was
issued for the project on April 14, 2009.

Nature Coast tells the Court that the Debtors initiated a sale of
their assets but their lender for the assets, Bank of America
N.A., was unable to provide its consent for the sale.  The Debtors
does not have the internal resources to administer and maintain
the property, Nature Coast concludes.

                    About Opus South Corporation

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.


OPUS SOUTH: No Committee to Represent Unsecured Creditors
---------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, said that an
official committee of unsecured creditors of Opus South
Corporation and its debtor-affiliates has not been appointed due
to insufficient response to the U.S. Trustee communication/contact
for service on the committee.

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.


OSCIENT PHARMA: Unable to File Report, Sees Liquidity Crunch
------------------------------------------------------------
Oscient Pharmaceuticals Corporation said it cannot file on a
timely basis its Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2009, which was due to be filed with the
Securities and Exchange Commission by May 15, 2009.  The Company
does not expect that such filing will be made within five calendar
days of the due date, as required for the extension provided by
Rule 12b-25(b) promulgated under the Securities Exchange Act of
1934.

The Company is unable to file its Quarterly Report on Form 10-Q by
May 15, 2009 without unreasonable effort or expense as a result of
the departure of certain employees, as well as the ongoing review
of strategic alternatives previously expressed in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
2008.  The Company intends to complete the review of strategic
alternatives as soon as possible, but it cannot at this time
determine when its Quarterly Report on Form 10-Q for the quarter
ended March 31, 2009 will be filed.

As noted in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2008, the Company believes that it
has cash to continue current operations into the third quarter of
2009, unless it is able to raise additional capital or refinance
or amend the terms of its capital structure.  Additional financing
may not be available, or, if available, may not be available on
favorable terms.  If the Company does not obtain adequate
financing or is unable to pay its indebtedness as it becomes due,
it may have to take other measures to significantly reduce
expenses which will have a material adverse effect on its business
or the Company may seek bankruptcy protection.

As a result of voluntary conversions of Company's 12.50%
Convertible Guaranteed Senior Notes due 2011 since the filing of
the Company's most recent Annual Report on Form 10-K, the Company
has approximately 61 million common shares outstanding.

                     About Oscient Pharmaceuticals

Waltham, Massachusetts-based Oscient Pharmaceuticals Corporation
is a commercial-stage pharmaceutical company marketing two FDA-
approved products in the United States: ANTARA(R) (fenofibrate)
capsules, a cardiovascular product and FACTIVE(R) (gemifloxacin
mesylate) tablets, a fluoroquinolone antibiotic.  ANTARA is
indicated for the adjunct treatment of hypercholesterolemia (high
blood cholesterol) and hypertriglyceridemia (high triglycerides)
in combination with diet.  FACTIVE is approved for the treatment
of acute bacterial exacerbations of chronic bronchitis and
community-acquired pneumonia of mild to moderate severity. Oscient
promotes ANTARA and FACTIVE through a national sales force calling
on primary care physicians, cardiologists, endocrinologists and
pulmonologists.


OUTDOOR RV: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Outdoor RV and Marine, LLC
        3760 Fernandina Road
        Columbia, SC 29210

Bankruptcy Case No.: 09-03719

Type of Business: The Debtor sells recreational vehicles and
boats.

Chapter 11 Petition Date: May 15, 2009

Court: District of South Carolina (Columbia)

Judge: Helen E. Burris

Debtor's Counsel: R. Geoffrey Levy, Esq.
                  llfecf@levylawfirm.org
                  Levy Law Firm LLC
                  2300 Wayne Street
                  Columbia, SC 29201
                  Tel: (803) 256-4693

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor did not file a list of 20 largest unsecured creditors.

The petition was signed by John Kent Lester, manager.


PACIFIC ENERGY: Posts $41.2MM Net Loss in First Quarter 2009
------------------------------------------------------------
Pacific Energy Resources Ltd. has released its first quarter
financial and operating results for the quarter ended March 31,
2009.

The Company's net loss from continuing operations was
$41.2 million for the first quarter of 2009 compared to a net loss
of $88.7 million in the first quarter of 2008.  Included in the
net loss for the 2009 period was $9.6 million of restructuring
expenses and an inventory write down of $3.2 million.  Included in
the first quarter of 2008 results were the acceleration of
expensing of accretion and amortization of deferred financing
costs of $48.4 million.  Net loss from continuing operations for
the fourth quarter of 2008 was $185.1 million, including
impairment charges of $131.4 million.

Adding the results of discontinued operations in the prior
quarters resulted in a net loss of $88.2 million for the quarter
ended March 31, 2008, and $185.3 million for the quarter ended
December 31, 2008.

The net loss for the quarter ended March 31, 2009, was adversely
affected by low oil prices, reduced production and sales volumes
in the Company's Alaskan operations, restructuring costs and high
interest expense.

Oil and gas production revenue was $20.5 million before hedging
income for the first quarter of 2009, down 61.1% from the year ago
quarter due to a 7.8% decrease in sales volumes and a 60.1%
decrease in realized price of oil before hedging gains (losses).
Despite the increase in volume resulting from Platform Eureka
partially returning to production in April 2008, the decline in
oil sales was due to a 44.8% decrease in Alaska sales,
attributable to mechanical issues and timing of oil sales.

Production volumes were down 8.0% from the quarter ended
December 31, 2008, due to Alaskan mechanical problems.  Sales
volumes were off 22.9% due to lower production.  The Company
estimates that 1,100 boe/d are currently down in its operated
assets in Alaska due to mechanical failures at four wells with an
estimated cost of $9 million to return the wells to producing
status.  These could be repaired during the summer timeframe,
contingent on additional funding.

Realized prices before hedging were $37.01 per barrel of oil in
the first quarter of 2009, down 27.9% in the first quarter of 2009
compared to the fourth quarter of 2008 and down 60.1% from the
first quarter of 2008.

The realized gain on derivatives was $3.0 million in the first
quarter of 2009 compared to $2.2 million in the fourth quarter of
2008 and a loss of $10.5 million in the first quarter of 2008.
Adding the realized price included in oil and gas production
revenues above with the hedging gain or loss, resulted in average
prices realized after hedging gains (losses) of $42.89 per boe for
the first quarter of 2009, compared to $54.63 per boe in the
fourth quarter of 2008 and $74.99 per boe in the year ago period.

Royalty expense of $2.6 million for the first quarter of 2009
decreased 74.2% and 63.2% from the first and fourth quarters of
2008, respectively, as a result of significantly lower oil prices
and lower production.  Royalty expense is a function of oil and
gas prices, production and royalty rates.  With lower oil prices,
the Company benefited from a lower royalty rate at the Beta Unit.
In addition, the first quarter of 2009 benefited from a
$1.4 million credit from prior periods to correct certain
royalties in Alaska.  However, additional overriding royalties
were granted to the Company's lenders in mid-July 2008 in
connection with the divestiture of its onshore California
properties, resulting in an increase in the royalty burden.

Lease operating expenses ("LOE") decreased 9.8% to $38.26 per boe,
compared to the first quarter of 2008, due to the increased
production from the Beta Unit's Platform Eureka which more than
offset lower production in Alaska.  Beta's lease operating
expenses declined 59.7% to $16.48 per boe from the year ago
period, while Alaska's lease operating expenses increased 44.4% to
$62.26 per boe due to the 24.9% decline in production from the
year ago period.

Compared to the fourth quarter of 2008, lease operating expenses
decreased 4.6% to $38.26 per boe, with the Beta Unit's decrease of
31.8% to $16.48 per boe more than offsetting Alaska's 13.5%
increase to $62.26 per barrel.

General and administrative expense of $4.1 million in the first
quarter of 2009 was down from the year ago period by 2.2% and from
the fourth quarter of 2008 by 29.5%.  The fourth quarter of 2008
included $2.5 million of legal and other costs associated with the
forbearance agreement.  The restructuring costs for the first
quarter of 2009 are reported separately in reorganization
expenses.

Reorganization expense of $9.6 million in the first quarter of
2009 includes $4.1 million of legal costs, restructuring advisory
fees and investment banking costs associated with our chapter 11
filing and asset sales processes.  In addition, this expense
includes $5.4 million of interest-related expenses consisting of
$1.6 million of accelerated accretion of discount for the senior
subordinated accreting note and loan from a stockholder, and
$3.8 million for make-whole interest on repayment of the Beta
senior secured facility with proceeds of debtor-in-possession
financing.

Operational Update:

For the quarter ended March 31, 2009, compared to the first
quarter of 2008 (for continuing operations):

     -- production increased 9.6% to 6,514 barrels of oil
        equivalent per day ("boe/d"), with production from Beta
        increasing 88.3% to 3,415 boe/d; and

     -- lease operating expenses per boe for the quarter ended
        March 31, 2009, decreased on a company-wide basis by 9.8%
        to $38.26, with Beta lease operating expenses decreasing
        by 59.7% to $16.48 per boe.

Beta Field, California

The Company returned three additional wells to production at the
Beta Unit in late March and April 2009 with recent production
levels peaking on certain days above 4,000 barrels per day.  The
Company made progress on its cost cutting initiatives in the first
quarter of 2009 for its California and Alaskan operations, and in
corporate costs (before considering the added costs of
reorganization).

Including both Platforms Eureka and Ellen, total Beta Field
production was 3,415 boe/d for the first quarter.  The first
quarter production level is up 88.3% from the first quarter of
2008 and was flat from the fourth quarter of 2008.  The production
increase is attributable to returning Platform Eureka to
production in April 2008 and returning additional wells on
Platform Eureka to production subsequently.  LOE for the Beta
Field was $16.48/boe for the first quarter of 2009.  First quarter
2009 LOE decreased 31.8% from the fourth quarter of 2008 and 59.7%
from the first quarter of 2008, as a result of the production
increases.  Capital spending for the first quarter 2009 was
$1.4 million.

Cook Inlet, Alaska

Lower production levels were caused by higher than average
mechanical problems during the winter months which resulted in
higher unit costs.  Furthermore, as a result of volcanic activity
at Mt. Redoubt interrupting normal operations at the Company's
50%-owned Cook Inlet Pipe Line Company ("CIPL") (which provides
pipeline and terminaling services), Chevron was forced to shut in
production on jointly-owned properties in early April 2009.  The
Company's 100% owned and operated properties have sufficient
storage to allow production to continue until the end of June
2009.  Chevron operates CIPL and is evaluating opportunities to
resume transportation of oil to market.

Production in Alaska was 3,099 boe/d for the first quarter of
2009.  The first quarter production level is down 15.8% from the
fourth quarter of 2008 and 24.9% from the first quarter of 2008.
The decline is due to some mechanical pump failures.  The failures
are considered normal wear and tear and certain of the failures
may be repaired in the summer season dependent on volcanic
activity limitations; others for operated properties are also
dependent on additional funding.  LOE for the Alaska properties
was $62.26/boe for the first quarter of 2009.  First quarter 2009
LOE increased 13.5% from the fourth quarter of 2008 and 44.4% from
the first quarter of 2008.  The increase is due to the decline in
production and increased maintenance projects at the properties
operated by Chevron.  Capital spending for the first quarter of
2009 was $3.6 million, including $3.4 million on the Chevron-
operated properties which amount was not currently funded by the
Company.  The Company estimates that $9 million of capital will be
required to return the down wells at its operated Alaskan assets
to producing status representing an expected gain of approximately
1,100 boe/d.  This could be achieved during the summer timeframe,
contingent on receiving additional funding.

Insolvency Proceedings

As previously announced, on March 9, 2009, the Company and its
wholly-owned subsidiaries filed with the Delaware Bankruptcy Court
voluntary petitions for reorganization under Chapter 11.  The
Company entered into a Debtor-In-Possession credit facility ("DIP
Financing") with its secured lenders, which provides $44.0 million
in new funding, $9.6 million of which was approved under an
interim order, with the balance subject to a final hearing
scheduled for May 21, 2009.

In addition to obtaining bankruptcy protection in the U.S., the
Company obtained protection in Canada under the Companies'
Creditors Arrangement Act ("CCAA") on March 12, 2009.

The Company and its secured lenders continue to evaluate options
for both operated and non-operated Alaskan properties, given their
ongoing cash losses.  The DIP Financing contains limited funding
both in dollars and duration.  No capital is being provided to
repair certain operated wells.  Options going forward include an
extension of DIP funding of cash losses on operated properties (if
the lenders agree), sale of some or all of the properties, and
restructuring of the Company through the Chapter 11 process to
allow sufficient working capital to repair certain wells to get to
cash breakeven.

The Company is currently marketing for sale both its asset groups
in California and Alaska.  In addition, the Company is pursuing
the alternative of a significant equity infusion.  There is no
assurance that any of these alternatives will realize sufficient
proceeds to repay the Company's secured lenders and pre-petition
unsecured creditors in full, nor is there assurance the Company
will recover the carrying value of its assets.

                     About Pacific Energy

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.


PACIFIC ETHANOL: Five Units File for Bankruptcy, Secure $20MM Loan
------------------------------------------------------------------
Five indirect wholly owned subsidiaries of Pacific Ethanol, Inc.
-- Pacific Ethanol Holding Co. LLC, Pacific Ethanol Madera LLC,
Pacific Ethanol Columbia, LLC, Pacific Ethanol Stockton, LLC and
Pacific Ethanol Magic Valley, LLC -- commenced a case by filing a
voluntary petition for relief under chapter 11 of the Bankruptcy
Code before the United States Bankruptcy Court for the District of
Delaware on May 17, 2009.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.

                   $20-Mil. DIP Loan from WestLB

Certain of the Debtors' existing lenders under the Credit
Agreement dated as of February 27, 2007 by and among the Debtors
and WestLB AG, New York Branch, Amarillo National Bank, the senior
secured lenders and the other parties thereto have agreed in
principle to a Term Sheet for a $20 million Debtor-in-Possession
Credit Facility with the Debtors.

The DIP Term Sheet provides for a first priority debtor-in-
possession financing composed of a term loan facility made
available to the Debtors in a maximum aggregate principal amount
of up to $20 million.  Proceeds of the DIP Facility will be used,
among other things, to fund the working capital and general
corporate needs of the Debtors and the costs of the chapter 11
Cases in accordance with an approved budget.

The Debtors and the DIP Lenders have negotiated a proposed DIP
Credit Agreement.  The DIP Facility is subject to the entry of an
order by the Bankruptcy Court approving the DIP Facility on terms
and conditions acceptable to the DIP Lenders in their sole
discretion.  In addition, the DIP Facility is subject to the
satisfaction of a number of material conditions precedent.

The parties expect to close the DIP facility on May 22.  The DIP
loan matures on the earliest of six months after the closing date,
the effective date of a bankruptcy plan in the Debtors' cases, or
the dismissal or conversion to Chapter 7 of the Debtors' cases.

The DIP Lenders may terminate the DIP Facility in the event an
order is entered "extending any exclusive right that any of the
Borrowers may have to propose a plan that is more than 120 days
after the Petition Date, or to solicit votes or to seek
confirmation of plan on a date more than 180 days after the
Petition Date, in either case without the written consent of the
DIP Agent and the DIP Lenders."

     REVOLVING                  REVOLVING LOAN
     LENDER                     COMMITMENT      ROLL UP LOAN
     ---------                  --------------  --------------
   WestLB AG,
   New York Branch               $1,485,606.38   $2,228,409.53

   Amarillo National Bank          $805,589.60   $1,208,384.41

   CIFC Funding 2007-III Ltd.,   $1,044,473.15   $1,566,709.73
   CIFC Funding 2007-IV, Ltd.

   CIT Capital USA Inc.          $3,300,137.73   $4,950,206.60

   Credit Suisse Candlewood
   Special Situations
   Master Fund, Ltd.             $4,864,148.59   $7,296,222.89

   Cooperatieve Centrale
   Raiffeisen-Boerenleenbank
   B.A., "Rabobank Nederland,"
   New York Branch               $1,989,529.19   $2,984,293.78

   Metropolitan Life
   Insurance Company             $1,701,944.26   $2,552,916.40

   Norddeutsche Landesbank
   Girozentrale New York
   Branch and/or
   Cayman Island Branch          $1,871,279,73   $2,806,919.60

   GreenStone Farm Credit
   Services, ACA/FLCA              $547,061.33     $820,591.99

   Nordkap Bank AG               $1,588,972.09   $2,383,458.14

   Northwest Farm Credit
   Services, FLCA                  $547,061.33     $820,591.99

   ShoreBank Pacific               $254,196.62     $381,294.94
                            ---------------  --------------
         Total                  $20,000,000.00  $30,000,000.00

A full-text copy of the Debtors' DIP Term Sheet is available at no
charge at http://ResearchArchives.com/t/s?3d06

Neil Koehler, Pacific Ethanol's CEO and President said, "We have
worked well with our creditors to develop a plan that we believe
allows us to continue operations and meet our commitments to our
customers and vendors.  We are unwavering in our vision of being a
leading producer and marketer of low carbon fuels in the Western
United States.  While the market environment for the ethanol
industry has been challenging over the last several quarters, we
remain confident that a restructured company will grow and prosper
as the demand for low carbon fuels increases."

Bill Jones, Pacific Ethanol's Chairman of the Board said, "We
appreciate the support of West LB, Wachovia and the work of our
management team. Our objective is to move this process forward as
quickly as possible so that we can maintain our focus on serving
our fuel and feed markets."

                         Business as Usual

The Debtors will seek joint administration by the Bankruptcy Court
of their chapter 11 cases.  The Debtors plan to continue to
operate their businesses as "debtors-in-possession" under
jurisdiction of the Bankruptcy Court and in accordance with
applicable provisions of the Bankruptcy Code and order of the
Bankruptcy Court.

As a result of the Bankruptcy Filing, the Debtors will be required
to file periodically various documents with, and provide certain
information to, the Bankruptcy Court, including statements of
financial affairs, schedules of assets and liabilities, monthly
operating reports and other financial information.  Such materials
will be prepared according to requirements of federal bankruptcy
law and may in some cases present information on an unconsolidated
basis.  While they would accurately provide then-current
information required under federal bankruptcy law, such materials
will contain information that may be unconsolidated and will
generally be unaudited and prepared in a format different from
that used in the Company's consolidated financial statements filed
under the federal securities laws.  Accordingly, the Company
believes that the substance and format of such materials do not
allow meaningful comparison with its regular publicly-disclosed
consolidated financial statements.  Moreover, the materials filed
with the Bankruptcy Court are not prepared for the purpose of
providing a basis for an investment decision relating to the
Company's or other Debtors' stock or debt or for comparison with
other financial information filed with the Securities and Exchange
Commission.

Pacific Ethanol said the Bankruptcy Filing constituted an event of
default under the Prepetition WestLB Credit Agreement.
Obligations of the Debtors in respect of the Credit Agreement are
secured by substantially all of the Debtors' assets.  Under the
terms of the Credit Agreement, upon the Bankruptcy Filing, the
outstanding principal amount of, and accrued interest on, the
amounts owed under the Credit Agreement became immediately due and
payable.  As of May 18, 2009, the aggregate principal amount
outstanding under the Credit Agreement was approximately $247
million, plus accrued and unpaid interest, fees and other costs.

                    About Pacific Ethanol, Inc.

Pacific Ethanol is the largest West Coast-based marketer and
producer of ethanol.  Pacific Ethanol has ethanol plants in Madera
and Stockton, California; Boardman, Oregon; and Burley, Idaho.
Pacific Ethanol also owns a 42% interest in Front Range Energy,
LLC which owns an ethanol plant in Windsor, Colorado.  Pacific
Ethanol has achieved its goal of 220 million gallons per year of
ethanol production capacity in 2008.  In addition, Pacific Ethanol
is working to identify and develop other renewable fuel
technologies, such as cellulose-based ethanol production and
bio-diesel.


PACIFIC ETHANOL: Units' Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Pacific Ethanol Holding Co. LLC
        400 Capitol Mall, Suite 2060
        Sacramento, CA 95814

Bankruptcy Case No.: 09-11713

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Pacific Ethanol Stockton LLC                       09-11714
Pacific Ethanol Columbia, LLC                      09-11715
Pacific Ethanol Madera LLC                         09-11716
Pacific Ethanol Magic Valley, LLC                  09-11717

Type of Business: The Debtors produce and sell ethanol.  The
                  Debtors are affiliates of Pacific Ethanol Inc.

                  See http://www.pacificethanol.net/

Chapter 11 Petition Date: May 17, 2009

Court: District of Delaware (Delaware)

Judge: Kevin Gross

The Debtors' Counsel: Lawrence C. Gottlieb, Esq.
                      Richard S. Kanowitz, Esq.
                      Cooley Godward Kronish LLP
                      1114 Avenue of the Americas
                      New York, NY 10036
                      Tel: (212) 479-6000
                      Fax: (212) 479-6275

Co-Counsel: Steven M. Yoder, Esq.
            syoder@potteranderson.com
            Potter Anderson & Corroon LLP
            Hercules Plaza
            1313 North Market Street
            Wilmington, DE 19801
            Tel: (302) 984-6107
            Fax: (302) 778-6107

Claims and Noticing Agent: Epiq Bankruptcy Solutions LLC

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Delta-T Corporation            Trade Debt        $2,008,898
133 Waller Mill Road
Williamsburg, VA 23185
Tel: (757) 220-2955
Fax: (757) 941-2955

Madera County Tax Collector    Taxes             $382,146
200 W. 4th Street
Madera, CA 93637-3548
Tel: (559) 675-7710
Fax: (559) 675-7654

Iberdrola Renewables, Inc.     Trade Debt        $256,840
1125 N.W. Couch Street
Portland, OR 97209
Tel: (503) 796-6921
Fax: (503) 796-6903

Novozymes North America, Inc.  Trade Debt        $172,699

Simplex Grinnell               Trade Debt        $152,237

Northstar Chemical, Inc.       Trade Debt        $83,857

Collins Electric               Trade Debt        $63,383

Basic Chemical Solutions LLC   Trade Debt        $58,468

Port of Morrow                 Trade Debt        $48,025

Mueller Field Operations Inc.  Trade Debt        $44,964

Federal Aviation Admin.        Trade Debt        $41,666

HOLT of California "CAT"       Trade Debt        $36,561

California Water Services      Trade Debt        $33,799

AT&TCWBO                       Trade Debt        $32,469

Eastern Idaho Railroad         Trade Debt        $31,747

North American BioProducts Co. Trade Debt        $31,698

Central Calif. Traction Co.    Trade Debt        $31,500

Port of Stockton California    Trade Debt        $31,143

Walters, Inc.                  Trade Debt        $30,346

City of Burley                 Trade Debt        $30,092

The petition was signed by Neil M. Koehler, president and chief
executive officer.


PACIFIC ETHANOL: Posts $26M Net Loss, May Follow Units in Ch. 11
---------------------------------------------------------------
Pacific Ethanol Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the quarter ended
March 31, 2009.  Pacific Ethanol reported a net loss of
$25.7 million for the quarter on net sales of $86.6 million.  Net
loss attributed to noncontrolling interest in variable interest
entity is $1.78 million while net loss attributed to Pacific
Ethanol is $23.9 million.

Pacific Ethanol had $574.1 million in total assets and
$347.9 million in total liabilities, resulting in $226.2 million
in stockholders' equity.

According to Pacific Ethanol, "As a result of ethanol industry
conditions that have negatively affected our business, we believe
we have sufficient liquidity to meet our anticipated working
capital, debt service and other liquidity needs only through the
end of June 2009, provided that we are able to timely restructure
our $31.5 million indebtedness to Lyles United LLC and Lyles
Mechanical Co. and remain in compliance with Kinergy's credit
facility which, among other things, requires us to obtain certain
financing by May 31, 2009.  Accordingly, there continues to be
substantial doubt as to our ability to continue as a going
concern.  We are seeking to restructure our indebtedness and raise
additional debt or equity financing, or both, but there can be no
assurance that we will be successful.  If we cannot restructure
our indebtedness and obtain sufficient capital, we may need to
seek protection under the U.S. Bankruptcy Code, including at the
parent-company level."

The Company has suspended operations at three of its four wholly
owned ethanol production facilities due to market conditions and
in an effort to conserve capital.  The Company has also taken and
expects to take additional steps to preserve capital.

A full-text copy of Pacific Ethanol's quarterly report is
available at no charge at http://ResearchArchives.com/t/s?3d08

                    About Pacific Ethanol, Inc.

Pacific Ethanol is the largest West Coast-based marketer and
producer of ethanol.  Pacific Ethanol has ethanol plants in Madera
and Stockton, California; Boardman, Oregon; and Burley, Idaho.
Pacific Ethanol also owns a 42% interest in Front Range Energy,
LLC which owns an ethanol plant in Windsor, Colorado.  Pacific
Ethanol has achieved its goal of 220 million gallons per year of
ethanol production capacity in 2008.  In addition, Pacific Ethanol
is working to identify and develop other renewable fuel
technologies, such as cellulose-based ethanol production and
bio-diesel.


PACIFIC ETHANOL: Kinergy Unit Obtains Default Waiver From Wachovia
------------------------------------------------------------------
Pacific Ethanol, Inc., and Kinergy Marketing LLC, its wholly owned
subsidiary, entered into an Amendment and Waiver Agreement dated
May 17, 2009, with Wachovia Capital Finance Corporation (Western).
The Amendment relates to a $10.0 million credit facility for
Kinergy under a Loan and Security Agreement dated July 28, 2008,
by and among Kinergy, the lender parties, Wachovia and Wachovia
Bank, National Association, as amended.

Pacific Ethanol and Kinergy requested that Wachovia certain
defaults and events of default resulting from, among others:

   (a) the bankruptcy filing of certain subsidiaries;

   (b) Kinergy's failure to maintain EBITDA for certain periods;

   (c) Kinergy's failure to timely deliver certified financial
       Statements for the fiscal month ended March 31, 2009;

   (d) Kinergy's failure to deliver audited financial statements
       for the fiscal year ended December 31, 2008 -- together
       with an unqualified opinion of independent certified public
       accountants -- within the time period specified; and

   (e) various liens filed, and pre-judgment writs of attachment
       ordered, against Kinergy and its assets in connection with
       the action filed on January 9, 2009 by Western Ethanol
       Company, LLC against Kinergy in the Superior Court of
       California, County of Orange.

Under the Amendment, Kinergy's monthly unused line fee payable to
Wachovia increased from 0.375% to 0.500% of the amount by which
the maximum credit under the credit facility exceeds the average
daily principal balance.  In addition, the Amendment imposes a new
$5,000 monthly servicing fee payable to Wachovia.  The Amendment
also limits most payments that may be made by Kinergy to the
Company as reimbursement for management and other services
provided by the Company to Kinergy to $600,000 in any three month
period and $2,400,000 in any twelve month period.  The Amendment
amends the definition of "Material Adverse Effect" to exclude the
bankruptcy filing of five Pacific Ethanol subsidiaries and certain
other matters and clarifies that certain events of default do not
extend to the Company's subsidiaries that are subject to the
Bankruptcy Filing.

As reported in today's Troubled Company Reporter, five indirect
wholly owned subsidiaries of Pacific Ethanol, Inc. -- Pacific
Ethanol Holding Co. LLC, Pacific Ethanol Madera LLC, Pacific
Ethanol Columbia, LLC, Pacific Ethanol Stockton, LLC and Pacific
Ethanol Magic Valley, LLC -- commenced a case by filing a
voluntary petition for relief under chapter 11 of the Bankruptcy
Code before the United States Bankruptcy Court for the District of
Delaware on May 17, 2009.

Pacific Ethanol and its marketing subsidiaries, Kinergy Marketing
LLC, and Pacific Ag. Products, LLC, have not filed for Chapter 11
bankruptcy protection.  The Company is expected to continue to
manage the Plant Subsidiaries under an Asset Management Agreement
and Kinergy and PAP are expected to continue to market and sell
the Plant Subsidiaries' ethanol and feed production under existing
Marketing Agreements.

The Wachovia Loan Amendment further made many events of default
that previously were applicable only to Kinergy now applicable to
the Company and its subsidiaries except for certain specified
subsidiaries including the Company's subsidiaries that filed for
bankruptcy protection.  Under the Amendment, the term of the
credit facility was reduced from three years to a term expiring on
October 31, 2010.  The Amendment also deleted the early
termination fee that would be payable in the event Kinergy
terminated the credit facility prior to the conclusion of the
term.  In addition, the Amendment revised Kinergy's EBITDA
covenants.  The Amendment also prohibited Kinergy from incurring
any additional indebtedness (other than certain intercompany
indebtedness) or making any capital expenditures in excess of
$100,000 absent Wachovia's prior consent.  Further, under the
Amendment, Wachovia waived all existing defaults under the Loan
Agreement.

Kinergy covenants with the Lenders not to let EBITDA fall below:

               Fiscal Period                       Minimum EBITDA
               -------------                       --------------
1 month period ending May 31, 2009                      No Test
2 consecutive month period ending June 30, 2009         No Test
3 consecutive month period ending July 31, 2009              $0
4 consecutive month period ending August 31, 2009       $30,000
5 consecutive month period ending September 30, 2009    $80,000
6 consecutive month period ending October 31, 2009     $130,000
7 consecutive month period ending November 30, 2009    $180,000
8 consecutive month period ending December 31, 2009    $230,000
1 month period ending January 31, 2010                  $50,000
2 consecutive month period ending February 28, 2010    $100,000
3 consecutive month period ending March 31, 2010       $150,000
4 consecutive month period ending April 30, 2010       $200,000
5 consecutive month period ending May 31, 2010         $250,000
6 consecutive month period ending June 30, 2010        $325,000
7 consecutive month period ending July 31, 2010        $400,000
8 consecutive month period ending August 31, 2010      $475,000
9 consecutive month period ending September 30, 2010   $550,000
10 consecutive month period ending October 31, 2010     $625,000

Kinergy also covenants with the Lenders not make nor contract for
any Capital Expenditures in excess of $100,000 during any 12
consecutive month period without the prior written consent of
Agent.

The Amendment requires that, on or before May 31, 2009, Wachovia
will have received copies of financing agreements, in form and
substance reasonably satisfactory to Wachovia, among the Company
and certain of its subsidiaries and Lyles United, LLC, which
agreements will provide, among other things, for:

     (i) a credit facility available to the Company of up to
         $2,500,000 over a term of eighteen months (or such
         shorter term but in no event prior to the maturity date
         of the Loan Agreement),

    (ii) the grant by the Company to Lyles of a security interest
         in substantially all of the Company's assets, including a
         pledge by the Company to Lyles of the equity interest of
         the Company in Kinergy, and

   (iii) the use by the Company of borrowings thereunder for
         general corporate and other purposes in accordance with
         the terms thereof.

Kinergy is required to pay an amendment fee of $200,000 to
Wachovia.  The Amendment also contains other customary
representations, warranties, covenants and other obligations.

A full-text copy of the Wachovia Amendment and Waiver is available
at no charge at http://ResearchArchives.com/t/s?3d07

                    About Pacific Ethanol, Inc.

Pacific Ethanol is the largest West Coast-based marketer and
producer of ethanol.  Pacific Ethanol has ethanol plants in Madera
and Stockton, California; Boardman, Oregon; and Burley, Idaho.
Pacific Ethanol also owns a 42% interest in Front Range Energy,
LLC which owns an ethanol plant in Windsor, Colorado.  Pacific
Ethanol has achieved its goal of 220 million gallons per year of
ethanol production capacity in 2008.  In addition, Pacific Ethanol
is working to identify and develop other renewable fuel
technologies, such as cellulose-based ethanol production and
bio-diesel.


PLIANT CORP: Files Proposed Revisions to First Amended Joint Plan
-----------------------------------------------------------------
Pliant Corp. filed with the U.S. Bankruptcy Court for the District
of Delaware on May 12, 2009, proposed revisions to their
First Amended Joint Plan of Reorganization, which was filed with
the Court on May 1, 2009.

The hearing on the approval of the disclosure statement has been
adjourned by the Court to June 11, 2009, at 2:00 p.m., upon the
emergency motion of the official committee of unsecured creditors.

                           Plan Overview

As envisioned, the Plan provides that the Debtors' First Lien
Notes will be exchanged for 100% of the Class A New Common Stock
to be issued pursuant to the Plan.  To the extent classes
containing the claims of Second Lien Noteholders, Senior
Subordinated Noteholders, and General Unsecured Claims vote to
accept the Plan, holders of claims in said classes will receive a
pro rata distribution of New Warrants to be issued pursuant to the
Plan.  The Debtor's Prepetition Credit Facility claims will be
paid in full in cash, and claims and interests of Pliant's
existing equity holders will be extinguished.

On the Plan's Effective Date, Reorganized Pliant will issue shares
of Class A New Common Stock and, if Class 5 votes to accept the
Plan, New Warrants, for distribution in accordance with the terms
of the Plan.  The New Common Stock and New Warrants will not be
registered under the Securities Act of 1933, as amended, and will
no be listed for public trading on any securities exchange.

On the Plan's Effective Date, without any requirement of further
action by security holders or directors of the Debtors or the
Reorganized Debtors, the Reorganized Debtors will be authorized
and directed to enter into the Exit Facility Agreement, as well as
any notes, documents or agreements in connection therewith,
including, without limitation, any documents required in
connection with the creation or perfection of the liens on the
Exit Facility collateral.

Except as otherwise provided in the Plan or the Confirmation
Order, all cash necessary for the Reorganized Debtors to make
payments pursuant to the Plan may be obtained from existing Cash
balances, the operations of the Debtors and the Reorganized
Debtors, sales of assets or the Exit Facility Agreement.  The
Reorganized Debtors may also make such payments using Cash
received from their subsidiaries through the Reorganized Debtors'
consolidated cash management systems.

              Classification of Claims and Interests

                                             Estimated
                                             Allowed    Estimated
Class        Description        Treatment   Amount     Recovery
-----  -----------------------  ----------  ---------  ---------
   1    Priority Non-Tax Claims  Unimpaired      N/A      100.0%
   2    Other Secured Claims     Unimpaired    $21.4MM    100.0%
   3    Prepetition Credit
         Facility Claims         Unimpaired   $145.0MM    100.0%
   4    First Lien Note Claims   Impaired     $415.9MM     50.1%
   5    Unsecured Claims         Impaired     $274.8MM      0.5%
   6    Senior Subordinated
         Notes Claims            Impaired      $26.5MM      0.5%
   7    Intercompany Claims      Impaired        N/A       N/A
   8    Section 510(b) Claims    Impaired         -        N/A
   9    Pliant Preferred Stock
         Interests               Impaired        N/A       N/A
  10    Pliant Outstanding
         Common Stock Interests  Impaired        N/A       N/A
  11    Subsidiary Interests     Unimpaired      N/A      100.0%

Votes will be solicited from holders of claims in Classes 4, 5, 6
and 7.  The Debtors will not seek votes from holders of claims and
interests in Classes 1, 2, 3 and 11 because these claims and
interests are unimpaired under the Plan, and holders are
conclusively presumed to have accepted the Plan and are not
entitled to vote on the Plan.

The holders are not seeking votes from holders of claims and
interests in Classes 8, 9 and 10 because those claims and
interests are impaired under the Plan and the holders will not
receive any distribution under Plan.  These holders will be deemed
to reject the Plan.

Wioh respect to the impaired classes of claims that are deemed to
reject the Plan (Classes 8, 9 and 10), and any other class of
claims or interests that votes to reject the Plan, the Debtors
shall request the Bankruptcy Court to confirm the Plan pursuant to
Section 1129(b) of the Bankruptcy Code.

A full-text copy of the blacklined disclosure statement explaining
the Debtors' proposed Second Amended Joint Plan is available at
http://bankrupt.com/misc/pliant.blacklinedDS.pdf

As reported in the Troubled Company Reporter on May 18, 2009,
Bloomberg's Bill Rochelle at Bloomberg reported that Pliant's
proposed Chapter 11 plan hit a roadblock after Apollo Management
LP conveyed its intent to sponsor a reorganization plan for the
Company.  According to the report, Apollo's plan would be superior
to the plan that had been submitted to the Court as it would
provide more recovery to stakeholders.

The plan that Pliant negotiated with constituents pre-bankruptcy
offers 100% of the stock of the reorganized company to holders of
$393 million in first-lien notes.  Other creditors, including the
holders of $262 million in second-lien notes, would receive
warrants to buy new stock, Mr. Rochelle said.  Holders of more
than two-thirds of the first-lien notes have already have already
expressed support for the Plan.

According to the Committee, Apollo's plan would pay the first-lien
lenders with $75 million cash and $156 million in new first-lien
notes.  Unsecured creditors will recover 17.5% to be paid in cash.
Second-lien noteholders would receive common stock including the
right to force the company to buy the equity.  Apollo would
backstop the so-called put with $175 million.  Apollo, the
Committee adds, has arranged $150 million in exit financing.

In light of the recent developments, the U.S. Bankruptcy Court for
the District of Delaware has pushed back to June 11 the hearing on
the adequacy of the disclosure statement to Pliant's plan.

Pliant's exclusive period to file a Chapter 11 plan has not yet
expired.  The Committee, according to Bloomberg, wants those
rights terminated to allow for the filing of the Apollo-backed
plan.

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

The Debtor and 10 of its affiliates filed for Chapter 11
protection on January 3, 2006 (Bankr. D. Del. Lead Case No.
06-10001).  James F. Conlan, Esq., at Sidley Austin LLP, and Edmon
L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, represented the Debtors in their restructuring
efforts.  The Debtors tapped McMillan Binch Mendelsohn LLP, as
Canadian counsel.  As of September 30, 2005, the Company had
$604.3 million in total assets and $1.19 billion in total debts.
The Debtors emerged from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed Feb. 11, 2009 (Bank. D. Del. Case
Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an Official Committee of Unsecured Creditors.  The Committee
selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


QUEBECOR WORLD: Files 2nd Amended Plan & Disclosure Statement
-------------------------------------------------------------
Quebecor World (USA), Inc., and its debtor affiliates filed with
the U.S. Bankruptcy Court for the Southern District of New York a
second amended Plan of Reorganization and Disclosure Statement
explaining the Plan prior to the May 15 hearing on the approval of
the Disclosure Statement.

The amended Plan and Disclosure Statement, among others,
incorporates additional information and exhibits to address the
objections to the Disclosure Statement.  The amended Plan and
Disclosure Statement also incorporates the Court's order approving
the Debtors $750 million exit financing and the recent proposal
from R.R. Donnelley & Sons Company to buy all or substantially all
of QWI's assets for $1.35 billion.

                            Plan Amendments

(a) Claims Treatment

The second amended Plan provides that on the Effective Date, the
Syndicate Claims other than the BNPP F/X Claim and the secured
and unsecured portions of those Syndicate Claims, will be finally
allowed in an aggregate amount equal to [$725,410,852].  An
additional Syndicate Claim asserted by BNPP with respect to
certain foreign exchange transactions will constitute a Disputed
Claim and the portion of the Class 1 Recovery on account thereof
will be held in the Distribution Reserve pending final resolution
of all objections to the BNPP F/X Claim.

The estimated aggregate allowed amount of Syndicate Claims ranges
between [$725 million] to [$739 million].  The estimated
aggregate allowed amount of SocGen Claims is [$153 million].

The estimate aggregate allowed amount of the other classes of
claims are:

   Class                                           Est. Amount
   -----                                           -----------
   Class 2 Secured Claims                          $8.3 million

   Class 3 Gen. Unsecured Claims against
      the Operating Debtors                       $96.4 million

   Class 4 Senior Notes Claims and Gen.
      Unsecured Claims against the
      Non-operating Debtors                        $1.5 billion

   Class 5 Convenience Claims                      $3.2 million

   Class 6 Intercompany Claims                                -

   Class 7 Debtor Interests                                   -

The Debtors estimate that at the conclusion of the claims
resolution process, the aggregate amount of allowed Claims,
including Administrative Claims, Section 503(b)(9) Claims, and
Priority Tax Claims will be between $2.7 billion and
$2.9 billion.

(b) Toronto Stock Exchange Listing

Provided that each of the classes or series of New Equity
Securities will comply with the Toronto Stock Exchange's listing
requirements or the Toronto Stock Exchange otherwise permits in
writing the listing of each class or series of New Equity
Securities, on the Effective Date, the Reorganized Debtors will
list and maintain the listing of the New Common Stock.

(c) Rejected Employee Agreements

The Debtors will provide a list of all Rejected Employee
Agreements on or before the date of the Confirmation Hearing.
All persons holding or wishing to assert Employee Claims with
respect to the Rejected Employee Agreements must file with the
Court a proof of claim no later than 30 days after the Effective
Date.  Any Employee Claim arising out of the Rejected Employee
Agreements on or before the Effective Date will be disallowed in
their entirety.

(d) U.S. Pension Plans

The U.S. Pension Plans will not be modified and will be continued
after the Effective Date in accordance with their terms.  The
Debtors or the Reorganized Debtors will satisfy the minimum
funding standards required by laws.  In the event that the U.S.
Pension Plans terminate after the Effective Date, the Reorganized
Debtors and each of its controlled group members will be
responsible for the liabilities imposed by Title 11 of the
Employee Retirement Income Security Act.

A blacklined version of the 2nd Amended Disclosure Statement is
available for free at http://bankrupt.com/misc/qwi2ndds.pdf

A blacklined version of the 2nd Amended Plan is available for
free at http://bankrupt.com/misc/qwi2ndplan.pdf

                     Amendments to Canadian Plan

Ernst & Young, Inc., the court-appointed monitor of Quebecor
World, Inc. and its affiliates' proceedings under the Canadian
Companies' Creditors Arrangement Act, filed amendments to QWI's
Canadian Plan and the creditors' meeting notice.

Under the amended Canadian Plan, each Affected Unsecured Creditor
with a Proven Claim who has not filed an Election Notice with the
Monitor by the Election Deadline, or who has filed an Election
Notice in which the Affected Unsecured Creditor has elected not
to receive a cash payment, will receive, in full satisfaction of
its Proven Claim against QWI, its Pro Rata share of:

   -- 16,473,629 QWI Common Shares,
   -- 9,310,214 Warrant Bundles, and
   -- the Affected Unsecured Credit Litigation Trust Recovery
      less any consideration received by the Affected Unsecured
      Creditor under the provisions of the U.S. Plan in respect
      of the same Claim.

The Senior Notes Claims, as filed by the applicable Indenture
Trustees, will be deemed to be Proven Claims, as of the
Implementation Date, in the amount of C$1,541,940,164 and all
other Claims arising from the Senior Notes Claims will be deemed
Disallowed Claims.

SocGen Recovery means 1,012,434 QWI Class A Preferred Shares and
808,450 QWI Common Shares.  Syndicate Recovery under the Amended
Plan means 4,725,066 QWI Class A Preferred Shares and 3,972,933
QWI Common Shares.

The Amended Plan also provides for a cash reserve in an amount
reasonably necessary to pay amounts secured by the CCAA Charges
will be established and held by the Monitor.

Under the Amended Plan, all Affected Creditors will be deemed
forever to release and discharge all claims against the
Administrative Agent.  The Syndicate Agreement Collateral Agent
or any Syndicate member may be, in the future, entitled to
receive under the Plan.  The Paulian Action will be dismissed,
with prejudice, without costs as against the Syndicate Releasees
and the Syndicate Agreement Collateral Agent, to the extent of
the rights and benefits it holds in favor of the Syndicate
Releasees under the Syndicate Agreement.

QWI will pay any Indenture Trustee Fees Claims and Administrative
Agent Fees provided that the Indenture Trustee and the
Administrative Agent will each provide reasonable and customary
detail along with or as part of all invoices submitted in support
of its Indenture Trustee Fees Claims and Administrative Agent
Fess to counsel to QWI.  Any disputed amount will be subject to
the jurisdiction of, and resolution by, the Court.

The Amended Plan states that its implementation will be condition
on, among other things, QWI obtaining binding Advance Income Tax
Rulings from the Canada Revenue Agency acceptable to the Official
Committee of Unsecured Creditors of Quebecor World (USA), Inc.,
the Ad Hoc Group of Noteholders, and the Administrative Agent.

A blacklined version of the May 7 Amended CCAA Plan is available
for free at:

     http://bankrupt.com/misc/qwiccaaplan_may7blackline.pdf

A blacklined version of the May 13 Amended CCAA Plan is available
for free at:

     http://bankrupt.com/misc/qwiccaaplan_may13blackline.pdf

                Amended Creditor Meeting Notice

The Monitor also filed an amended notice of the Creditors'
Meeting to provide, among others, that on May 22, 2009, the
Administrative Agent will provide the Monitor with the Syndicate
Pro Rata Holdings List, and thereafter the Administrative Agent
will have no liability as to the contents or accuracy of the
information contained in the List and will have no obligation to
provide the Monitor, QWI, or any other party with any update as
to the List's contents.

The Amended Creditors' Meeting Notice also states that at the
meeting, the only Persons entitled to attend and speak during the
Meeting are the Affected Creditors with Voting Claims and their
Proxy holders, representatives of the CCAA Applicants, members of
their board of directors, representatives of the Monitor,
representatives of the Ad Hoc Group of Noteholders,
representatives of the Official Committee of Unsecured Creditors
and their legal and financial advisors.

A blacklined version of the Creditors' Meeting Notice is
available for free at:

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

A blacklined version of the CCAA Circular is available for free
at http://bankrupt.com/misc/qwicircularblackline.pdf

                     Plan Confirmation Timeline

Ernst & Young disclosed the timeline and milestones for the
approval of the U.S. and Canadian Plans of Reorganization:

                   QWI                      Debtors
Date             (CCAA)                  (Chapter 11)
----             -----                   -----------
May 8, 2009     Claims record date for   Claims record date for
                 voting purposes          voting purposes

May 14, 2009    Hearing before the
                 Canadian Court to grant
                 the Creditors' Meeting
                 Order, if the  Canadian
                 Court determines the
                 request to be
                 appropriate

May 15, 2009                             Hearing before the
                                          U.S. Court to grant,
                                          if the U.S. Court
                                          determines it to be
                                          appropriate, the U.S.
                                          Voting Procedures
                                          Order

May 19, 2009    Meeting materials
                 published on the
                 Monitor's Web site

May 21, 2009                             Mailing of the
                                          solicitation package,
                                          including
                                          Confirmation Hearing
                                          Notice, Disclosure
                                          Statement, ballot
                                          and certain other
                                          materials regarding
                                          the U.S. Plan, to
                                          creditors

                                          Commencement of the
                                          voting period

May 25, 2009    Mailing of the           Confirmation of Hearing
                 Notice to Creditors      published in the New
                 and selected other       York Times and the Wall
                 meeting materials to     Street Journal as well
                 creditors                as on the Solicitation
                                          agent's Web site

May 27, 2009    Notice to Creditors
                 as well as the
                 Shareholder Notice
                 published in the
                 Globe and Mail
                 (National Edition),
                 the National Post, the
                 Wall Street Journal
                 and La Presse

June 8, 2009    A schedule detailing     Deadline for the filing
                 the claims admitted      of certain exhibits to
                 for voting purposes      the U.S. Plan
                 published on the
                 Monitor's Web site

June 10, 2009   Filing of the Report
                 of the Monitor with
                 respect to the
                 Canadian Plan and the
                 business and financial
                 affairs of QWI

June 11, 2009   Determination of
                 claims admitted for
                 voting purposes

June 17, 2009   Deadline for
                 submission of
                 proxies and unsecured
                 creditor election
                 notices to the Monitor

June 18, 2009   Deadlines for deposit    Deadline for submission
                 of proxies and           of ballots and closing
                 unsecured creditor       of the voting period
                 election notices with
                 the Chair of the
                 meeting of creditors

                 Meeting of creditors
                 to consider the Canadian
                 Plan

June 23, 2009   Filing of the Report of
                 the Monitor with
                 respect to the results
                 of the vote at the
                 meeting of creditors

June 24, 2009                            Filing of the report by
                                          the solicitation agent
                                          with respect to the
                                          results of the vote

June 25, 2009   Filing of objections,
                 if any, to the motion
                 for an order from the
                 Canadian Court
                 sanctioning the
                 Canadian Plan

June 30, 2009   Hearing before the       Hearing before the U.S.
                 Canadian Court to        Court to confirm the
                 sanction the Canadian    U.S. Plan and enforce
                 Plan, if the Canadian    U.S. Court's sanction
                 Court determines the     for the Canadian Plan,
                 request to be            if the U.S. Court
                 appropriate              determines the request
                 (a joint hearing with    to be appropriate (a
                  the U.S. Court)         joint hearing with the
                                          Canadian Court)

June 30, 2009   Planned date for         Planned date for
                 emergence from the       emergence from the
                 CCAA proceedings         Chapter 11 proceedings

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


QUEBECOR WORLD: March 31 Balance Sheet Upside Down by $1.64 Bil.
----------------------------------------------------------------
In the first quarter of 2009, Quebecor World Inc. generated
consolidated revenues from continuing operations of $752.1 million
compared to $1.0 billion in the first quarter of 2008.  Operating
loss in the first quarter of 2009 before impairment of assets,
restructuring and other charges (IAROC) was $14.9 million compared
to an operating income of $9.2 million in the first quarter of
2008.  Adjusted earnings before interest, tax, depreciation and
amortization (EBITDA) was $35.6 million in the first quarter of
2009 compared to $74.2 million in the first quarter of 2008.  The
lower adjusted EBITDA in 2009 is principally due to the economic
slowdown in North America, affecting all segments.  Quebecor
World's results in the first quarter of 2009 are based on
continuing operations following the sale of its European business
in June 2008.

The Company's adjusted EBITDA continues to be in line with
management's expectations.  Quebecor World continues to
aggressively implement cost reductions.  The Company recently put
in place new cost reduction initiatives that will realize
approximately $100 million in annualized cost savings.  These
measures which are detailed in the first quarter MD&A include
changes to working conditions, reduced wages and benefits across
the North American platform.  The Company also expects to
implement additional cost reduction initiatives by year-end.  In
the first quarter, selling, general and administrative expenses
decreased by 28.3% compared to the same period last year.  Despite
reduced adjusted EBITDA, the Company generated $75.0 million of
free cash flow in the first quarter compared to $63.9 million in
the first quarter of 2008.

"Like other companies in our industry and elsewhere, we are
experiencing reduced volumes largely due to the North American
recession.  We are taking responsible measures to reduce costs
including reducing wages and benefits across the board," said
Jacques Mallette President and CEO Quebecor World Inc.  "While
difficult, these concessions are being shared by all our employees
across North America both union and non-union.  It is this spirit
of shared commitment to the future success of our Company that
will benefit all our stakeholders going forward.  We believe that
these efforts will enable us to exit creditor protection with a
pro forma ratio in the range of 2x Debt/EBITDA, which should give
us one of the strongest balance sheets in the industry in the
current environment."

The Company also recently engaged the services of Credit Suisse
Securities (USA) LLC, GE Capital Markets, Inc. and Wachovia
Capital Markets LLC as the lead arrangers for the Exit Financing.
Based on the proposed new capital structure contemplated in the
Amended Plan of Reorganization, the Company estimates that the
exit financing facility, which is expected to be finalized by mid-
July, will be in the range of $625 million to $700 million.

Quebecor World continues to leverage the size and scope of its
North America and Latin American platform and its full service
product offering to renew and sign new business with the leading
retailers and publishers in the Americas.  The Company has
recently announced new and extended agreements with Boardroom, CVS
Caremark, Rodale, Forbes and Newsweek's Arthur Frommer's Budget
Travel.

"These and other agreements are the result of our focus on working
closely with our customers to evaluate how we can best help them
reach their business goals," commented Mr. Mallette.  "Our
approach, as evidenced by our Integrated Multichannel Solutions
offering, is based on much more than competitive market pricing.
We are a responsive and innovative organization developing
partnerships with customers enabling them to leverage an
integrated multi-channel or multi-product solution to maximize
their return on investment."

On May 12, 2009, the Corporation received an unsolicited, non-
binding and conditional indication of interest from R.R. Donnelley
& Sons Company to acquire all or substantially all of the assets
of Quebecor World in exchange for cash in an amount equal to the
cash amount contemplated for distribution under the Plan, which is
approximately $700 million, distribution of the cash on Quebecor
World's balance sheet which is estimated to be $257 million as at
June 30, 2009, and 30 million shares of RRD common stock.  As
announced on May 13, 2009, the Company's Board of Directors,
together with its financial and legal advisors, is reviewing the
terms and conditions of the proposed transaction and will be
discussing it with its major stakeholders.  Quebecor World is
proceeding as scheduled with its reorganization activities under
the Insolvency Proceedings.

Quebecor World also was granted orders from the Quebec Superior
Court extending the expiration of the stay period under the
insolvency proceedings pursuant to the Companies' Creditors
Arrangement Act (the CCCAA) and authorizing the convening of, and
the filing and mailing to creditors of an information circular
relating to the Canadian creditors' meeting on June 18, 2009,
under the CCAA as well as setting out certain procedural rules and
matters with respect to the meeting.

A full-text copy of Quebecor World's Financial Results for the
Quarter ended March 31, 2009, is available for free at:

   http://bankrupt.com/misc/QWI_20091stQFinancialResults.pdf

            Quebecor World Inc. and its Subsidiaries
                  Consolidated Balance Sheet
                      At March 31, 2009
                        (In millions)

Assets
Current assets:

Cash and cash equivalents                             US$300.4
Accounts receivable                                      514.1
Inventories                                              201.7
Income taxes receivable                                   29.6
Future income taxes                                       10.7
Prepaid expenses                                          48.0
                                                     ----------
Total current assets                                    1,104.5

Property, plant and equipment                           1,132.6
Restricted cash                                            92.1
Future income taxes                                         5.8
Other assets                                              332.9
                                                     ----------
Total assets                                         US$2,667.9
                                                     ==========

Liabilities and Shareholders' Equity
Current liabilities:
Bank indebtedness                                        US$2.9
Trade payables and accrued liabilities                    387.3
Income and other taxes payable                             44.7
Future income taxes                                         0.4
Current portion of long-term debt                         594.1
Liabilities subject to compromise                       2,926.7
                                                     ----------
Total current liabilities                               3,956.1

Long-term debt                                             61.2
Other liabilities                                         244.2
Future income taxes                                        26.5
Preferred shares                                           29.0

Shareholders' deficit:
Capital stock                                          1,600.7
Contributed surplus                                      106.3
Deficit                                               (3,615.9)
Accumulated other comprehensive income                   259.8
                                                     ----------
                                                       (1,649.1)
                                                     ----------
Total liabilities and shareholders' deficit          US$2,667.9
                                                     ==========

           Quebecor World Inc. and its Subsidiaries
               Consolidated Statement of Income
                   Year ended March 31, 2009
                        (In millions)

Operating revenues                                      US$752.1

Operating expenses:
Cost of sales                                             694.2
Selling, general and administrative                        72.8
Impairment of assets, restructuring & other charges        15.2
                                                      ----------
                                                           782.2
                                                      ----------
Operating loss                                             (30.1)

Financial expenses                                          88.1
Dividends on preferred shares classified as liability        0.6
Reorganization items                                        16.9
                                                      ----------
Loss from continuing operations before income taxes       (135.7)
Income taxes                                                (9.8)
                                                      ----------
Loss from continuing operations                           (125.9)
Loss from discontinued operations (net of tax)                 0
                                                      ----------
Net income (loss)                                      (US$125.9)
Net income allocated to holders of preferred shares          3.7
                                                      ----------
Loss available to holders of equity shares             (US$129.6)
                                                      ==========

           Quebecor World Inc. and its Subsidiaries
        Consolidated Statement of Comprehensive Income
                   Year ended March 31, 2009

Net loss                                               (US$125.9)

Other comprehensive income (loss), net of
income tax:
Unrealized gain on foreign currency
  translation adjustment                                    23.8
Unrealized net loss on derivative financial
  instruments related to cash flow hedges                      0
Reclassification of realized net gain on
  derivative financial instruments to the statements
  of income                                                 (0.9)
                                                      ----------
Comprehensive income (loss)                           (US$103.0)
                                                      ==========

           Quebecor World Inc. and its Subsidiaries
             Consolidated Statement of Cash Flows
                  Year ended March 31, 2009
                        (In millions)

Cash flows from operating activities:
Net income (loss)                                     (US$125.9)
Adjustments for:
  Reorganization items                                      37.7
  Depreciation of property, plant and equipment             46.2
  Impairment of assets and non-cash portion
   of restructuring and other charges                          0
  Future income taxes                                      (13.8)
  Amortization other assets                                  4.3
  Amortization of financing cost                               0
  Change in fair value of restricted cash                      0
  Loss on business disposals                                   0
  Unrealized foreign exchange loss (gain) on
   long term debt                                           15.3
  Other                                                     (0.5)

Net changes in non-cash balances related to operations:
  Accounts receivable                                      176.2
  Inventories                                               29.6
  Trade payables and accrued liabilities                   (85.4)
  Trade payables and accrued liabilities subject
   to compromise                                            52.8
  Other current assets and liabilities                      (2.8)
  Other non-current assets and liabilities                  (4.8)
                                                      ----------
                                                          (165.6)
                                                      ----------
Cash flows provided by operating activities                94.9

Cash flows from financing activities:
Net change in bank indebtedness                             0.4
Issuance of DIP Term Loan, net of issuance costs              0
Repayments of long-term debt                               (4.3)
Net borrowings under revolving bank facility                0.6
Net borrowings under revolving DIP Facility                10.5
Net change in secured financing                               0
Repayment of North American securitization program
   subsequent to Insolvency Proceedings                        0
                                                      ----------
Cash flows provided by financing activities                 7.2

Cash flows from investing activities:
Additions to property plant and equipment                 (21.2)
Net proceeds from disposal of assets                        1.3
Restricted cash                                             4.8
Restricted cash related to Insolvency Proceedings          (0.2)
                                                      ----------
Cash flows used in investing activities                   (15.3)

Effect of foreign currency                                   4.9
                                                      ----------
Net changes in cash and cash equivalents                    91.7
Cash and cash equivalents, beginning of the period         208.7
                                                      ----------
Cash and cash equivalents, end of period                US$300.4
                                                      ==========

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


QUEBECOR WORLD: Monitor Reports Updates on CCAA Proceedings
-----------------------------------------------------------
Ernst & Young, Inc., the Court-appointed monitor of Quebecor
World, Inc., and its affiliates' reorganization proceedings under
the Canadian Companies' Creditors Arrangement Act, updated the
Quebec Superior Court of Justice with the Applicants' activities
and other events occurring since May 6, 2009.

                 Sale of Redundant Real Property

The sale of the non-operating facility and redundant parcel of
real property owned by Quebecor World, Inc., in Montreal, Quebec,
closed on February 26, 2009.  QWI received gross proceeds of
C$1.2 million.

On May 4, 2009, QWI accepted an offer to sell another redundant
real property in Magog, Quebec, for C$1.7 million subject to
certain due diligence conditions.  Under the terms of the offer,
QWI has a post-closing obligation to remediate environmental
contamination on the property.  The purchaser has commenced due
diligence and the sale is anticipated to close in the late
summer.

As a result of the prior closure of various printing facilities,
the Applicants also hold redundant real property in Brookfield,
Wisconsin; Lincoln, Nebraska; and North Haven, Connecticut.

According to the Monitor, the Applicants continue to market the
redundant properties for sale, either internally or with the
assistance of external brokers or agents.

                  Review of Executory Contracts

The Applicants continue to review all of their executory
contracts with the view of renegotiating or rejecting any
contract that is not necessary to their ongoing operations.  The
Applicants anticipate their review to be completed on or about
June 5, 2009.

               Wind-Up of Inactive Holding Companies

The Canadian Court has previously authorized QWI to wind-up and
dissolve several inactive holding companies with the corporate
group, namely 4434889 Canada Inc., 3721663 Canada OP, and QPI
Financial Services Inc., in preparation for QWI's emergence from
the CCAA proceedings and to minimize the corresponding tax
impact.

The Monitor says the wind-up of 443Canada was implemented on or
about December 18, 2008, and the wind-up of 372Canada on or about
April 28, 2009.

                         Claims Process

The Monitor relates that as of May 13, 2009:

   -- 9,212 claims with a total value, as filed, of $45,630,000
      have been scheduled or filed in QWUSA and its U.S.
      affiliates' proceedings under Chapter 11 of the U.S.
      Bankruptcy Code;

   -- 1,118 claims, including late filed claims, totaling, as
      filed, C$4,013,000;

   -- 657 claims totaling C$21,000,000 have been preliminarily
      admitted for voting purposes; and

   -- it has issued Notices of Revision or Disallowance with
      respect to 79 claims, including all late filed claims,
      totaling C$103,000,000.

QWI continues reconcile the remaining filed claims and resolve
any issues related to the claims.  Unresolved issues include:

   (a) Pursuant to the Canadian Plan, certain claims related to
       registered or unregistered pension plans are considered to
       be excluded claims and will be assumed in full by QWI
       after emergence from the CCAA proceedings.  The Monitor
       expects to issue Notices of Disallowance or Revision with
       respect to the Excluded Pension Claims.  The Excluded
       Pension Claims are estimated to total C$67 million.

   (b) Certain creditors have filed the claims against QWI where
       QWI has guaranteed the indebtedness of one or more of the
       Debtors.  The Guarantee Claims, excluding those filed by
       certain Noteholders, are estimated to total C$145 million.

   (c) The Bank Syndicate and the Noteholders have filed multiple
       claims against individual borrowers and the various
       guarantors in both the CCAA and Chapter 11 proceedings.
       The Reorganization Plans address the Bank Syndicate and
       Noteholder claims in a coordinated manner between the
       proceedings and to provide a single recovery for the
       Bank Syndicate and Noteholders.  The claims filed by the
       Bank Syndicate and Noteholders in the CCAA proceedings
       totaled C$3,361 million.

   (d) Quebecor Inc. and certain of its affiliates have filed 32
       claims against QWI with a total value of C$175 million
       with respect to damages claimed in relation to the
       termination of contracts which Quebecor Inc. and its
       affiliates assert existed between the parties.

   (e) Discrepancies exist between the proofs of claim filed and
       QWI's books and records as well as other issues concerning
       the amount or validity of certain claims.

QWI has retained Claims Officers to adjudicate the Canadian
claims. The Claims Officers will review and determine, for
distribution purposes, all disputed claims that have not been
consensually resolved between the creditor, QWI and the Monitor.

                  United Kingdom Administration

The Liquidators of QWI's British subsidiary, Quebecor World plc,
advised that a first interim dividend to creditors was
distributed on March 6, 2009.  Quebecor World S.A., a subsidiary
of QWI, received approximately $1.6 million as part of the first
interim dividend.  Any subsequent dividends are contingent upon
the sale of the remaining properties of QW UK.  The timing of the
sale of these properties continues to be unknown at this time,
the Monitor says.

     Current Financial Performance & Cash Flow Forecast

The consolidated North American operations of the Applicants
produced positive cash flow of $42 million for the eleven weeks
ended May 3, 2009.  The actual net cash flow for the period was
$98 million better than that projected in the cash flow forecast
prepared by the Applicants.

According to the Monitor, QWI's management advised that several
factors positively affected the net favorable cash flow variance
including a lower than forecasted level of operations during the
current eleven week period as well as a conservative forecast of
payroll and related employee costs.  The net cash flow variance
was negatively affected by reduced accounts receivable
collections resulting from lower than forecasted sales in the
prior weeks.

At May 3, 2009, the Applicants had an unrestricted cash balance
of $283 million and available liquidity of $400 million.

A full-text copy of the Cash Flow Forecast is available for free
at http://bankrupt.com/misc/QWI_11WeeksCashFlowMay3.pdf

To assist in assessing the Applicants' short term financial
performance and ongoing financing requirements during the
restructuring proceedings, the Applicants have prepared a revised
cash flow forecast for the twelve weeks ending July 26, 2009.

The Revised Cash Flow Forecast reflects Management's
expectations, in light of the continuing global economic downturn
and the Applicants' typical cash flow seasonality, that the
consolidated North American operations will generate negative
cash flow of $30 million during the period.

The liquidity available to the Petitioners is currently
$400 million and is forecasted to be at least $415 million
throughout the requested extension period of the stay of
proceedings.

               Quebecor World Inc., et al.
        Consolidated North American Cash Flow Forecast
          For the Twelve Weeks Ending July 26, 2009

RECEIPTS
   Accounts Receivable Collections
     and Other Inflows                          $675,000,000
   Sale of Assets                                          -
                                              --------------
   Total Receipts                                675,000,000
                                              --------------
DISBURSEMENTS
   Paper and Other Purchases                    (372,000,000)
   Ink Purchases                                 (46,000,000)
   Change in Outstanding Cheques                           -
   Customer Rebates                              (10,000,000)
   Payroll, Benefits, and Payroll Taxes         (198,000,000)
   Workers Compensation Premiums                  (6,000,000)
   Pension Contributions                          (4,000,000)
   Professional Fees                             (17,000,000)
   Capital Expenditures                          (25,000,000)
   Securitization Program Repayment                        -
   DIP Fees and Interest                          (8,000,000)
   Other Disbursements                           (14,000,000)
                                              --------------
   Total Disbursements                          (700,000,000)
                                              --------------
Net Cash Flow from Operations                   (25,000,000)
DIP Advances/ (Repayments)                       (5,000,000)
Estimated Non-Petitioners Financing
    Requirement                                            -
Cash Collateral Paid                                      -
                                              --------------
NET CASH FLOW                                   (30,000,000)
Opening Unrestricted Cash Position              243,000,000
                                              --------------
CLOSING UNREGISTERED CASH POSITION              213,000,000
Cash Collateral Held by Cash Management Bank     41,000,000
                                              --------------
Total Cash Position                            $254,000,000
                                              ==============

A full-text copy of the Cash Flow Forecast is available for free
at http://bankrupt.com/misc/QWI_12WeeksCashFlowJuly26.pdf

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


QUEBECOR WORLD: Seeks to Keep Control of Bankruptcy Case
--------------------------------------------------------
Quebecor World, Inc., and certain of its affiliates, who filed
insolvency proceedings under the Canadian Companies' Creditors
Arrangement Act, filed a parallel request with the Quebec Superior
Court of Justice to further extend the period in which they have
exclusive right to file a plan of reorganization and solicit votes
to accept or reject the Plan through and including July 21, 2009.

Ernst & Young, Inc., the court-appointed monitor of the CCAA
proceedings, supports the Applicants' Motion.

Meanwhile, the Honorable Robert Mongeon of the Quebecor Superior
Court (Commercial Division) extends the stay period and stay
termination date for the Canadian affiliates of Quebecor World
under the Canadian Companies' Creditors Arrangement Act until
July 21, 2009.

Quebecor World (USA), Inc., and its debtor affiliates filed with
the U.S. Bankruptcy Court for the Southern District of New York a
second amended Plan of Reorganization and Disclosure Statement
explaining the Plan prior to the May 15 hearing on the approval of
the Disclosure Statement.

The Bankruptcy Court has approved the Debtors' request to enter
into a $750 million exit financing.  The Debtors also have
received an unsolicited bid from R.R. Donnelley & Sons Company to
buy all or substantially all of QWI's assets for $1.35 billion.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


QUEBECOR WORLD: Teamsters, et al., Balk at Disclosure Statement
---------------------------------------------------------------
Four entities object to the approval of the Disclosure Statement
explaining Quebecor World, Inc., and its debtor affiliates' Plan
of Reorganization, complaining that the Disclosure Statement does
not contain adequate information as required by Section 1125 of
the Bankruptcy Code:

   * Graphic Communications Conference of the International
     Brotherhood of Teamsters Pension Fund

   * Merced Irrigation District

   * Riverside Claims, LLC

   * Guy Heide

(a) Teamsters

The Teamsters complain that the Disclosure Statement explaining
the Debtors' Plan of Reorganization fails to provide creditors
with sufficient information to determine whether to accept or
reject the proposed Plan.

In the Disclosure Statement, the Debtors project that the total
unsecured claims against the Operating Debtors will not exceed
$150 million.  However, the Teamsters point out, the Debtors also
note that more than $45 billion in claims have been filed against
the estate.  The Teamsters assert that it is possible that the
Debtors have a valid explanation of why they only expect less
than $150 million in general unsecured claims to be allowed when
more than $45 billion in claims were filed, the Debtors should be
required to explain why it expects only 0.003% of the claims
filed against the estates to be allowed general unsecured claims.

The Teamsters further complain that the Debtors have failed to
identify which executory contracts they will assume or reject
under the terms of the Plan and the potential claims or cure
amounts for the assumed or rejected executory contracts.  This
information, the Teamsters assert, is material information.

Furthermore, the Teamsters assert, the Disclosure Statement fails
to provide general unsecured creditors with any information
regarding when they will be paid, how much they will be paid, or
any other material terms of the proposed resolution of their
claims.

(b) Merced Irrigation District

Merced complains that while the Disclosure Statement and the Plan
of Reorganization are lengthy and contain much technical
information, the documents do not answer three straightforward
questions:

   -- How much of its claim will be paid?
   -- When will it be paid?
   -- What's the risk of non-payment?

Merced, a Class 4.3 Claimholder, points out that the Disclosure
Statement does not provide Merced with any information about the
terms of the New Unsecured Notes.  Merced says there is no
information on term, payment frequency or payment amount, or
interest rate.  These specifications, according to Merced, are
crucial to evaluating the New Unsecured Notes.  Without the
information it's impossible to know or determine their value,
Merced tells the U.S. Bankruptcy Court for the District of
Delaware.

The Debtor owes Merced $663,494 for prepetition purchases of
electricity.

(c) Riverside Claims

Riverside Claims tells the Court that the Liquidation Analysis as
to why the Debtors use an ongoing business valuation for the
Latin American Subsidiaries and a piecemeal liquidation valuation
for the non-Latin American Subsidiaries Debtors should be
discussed in the Disclosure Statement.  Riverside asserts that
the Liquidation Analysis should be further amended to consider
what the valuation of the Debtors would be using an ongoing
business valuation.

The Liquidation Analysis fails to analyze other possible
fraudulent preference or conveyance actions, including against
the holders of the Senior Note Claims, in like fashion, Riverside
points out.  Riverside says it would be helpful to holders of
Claims voting on the Plan to understand the potential value of
the other possible actions and to include same in the "High
Realization Estimate" and exclude same from the "Low Realization
Estimate," similar to was done with respect to the Official
Committee of Unsecured Creditors' Fraudulent Preference Action.

Riverside also complains that the the Disclosure Statement fails
to disclose how the ceiling amount of $2,500 to qualify as a
Convenience Claim was arrived at as opposed to being just some
arbitrary figure, and whether a higher Convenience Claim ceiling
amount was considered by the Debtors or would otherwise be
appropriate.

Further, the Disclosure Statement fails to disclose the position
of the Creditor's Committee with respect to whether it is
supporting confirmation of the Plan or not, or whether it is
expressly not taking a position with respect to Plan
Confirmation, Riverside tells the Court.

(d) Guy Heidi

Mr. Heidi, a former Quebecor World (USA), Inc., employee who
filed a $110,293 retirement plan benefit claim, asserts that the
Disclosure Statement is inaccurate and the Debtors have made
misleading claim that they have served copies of the Bar Date
Notice on all scheduled creditors, employees and other potential
creditors.

Mr. Heide tells the Court that he did not receive a copy of the
Bar Date Notice but was able to obtain a copy of the Notice forms
and was able to timely submit a proof of claim on the Bar Date
Notice Deadline.  He asserts that the Debtors' failure to
adequately serve the Bar Date Notice on him was a serious mistake
and that his failure to respond to the Bar Date Notice threatened
to extinguish his SERP claim, as failure to file can be deemed
waiving the claim.

Mr. Heide also slams the fact that Debtors did not disclose how
and where his prepetition claim has been classified, and the fact
that he is denied to vote on a plan that will dispose of the
substantial pension benefit claim he has.

Mr. Heide asks the Court to (a) stay the scheduled vote on the
Plan and (b) direct the Debtors to contact him to see if
differences can be resolved by mutual agreement.

                     Debtors Address Objections

Quebecor World, Inc., and its debtor affiliates maintain that the
Disclosure Statement explaining their Joint Plan is the product of
several months of negotiations among the Debtors and their
creditor constituents and incorporates numerous compromises and
revisions that take into account the interests of each of the
Debtors' constituencies and of other parties-in-interest in their
Chapter 11 cases.

The Debtors relate that after receiving the objections to their
Disclosure Statement, they attempted to contact each of the
Objecting Parties to consensually resolve the Objections prior to
the hearing on the Disclosure Statement and spoke directly to two
of the Objecting Parties.

The Debtors believe that each of the objections either (a) is
satisfactorily addressed or otherwise moot in light of additional
information that has, or will shortly be, provided by the
Debtors, or (b) does not raise a valid objection to the adequacy
of information contained in the Disclosure Statement or otherwise
state a basis for the Court to deny approval of the Disclosure
Statement.

To address their objections, the Debtors have supplemented the
Plan and Disclosure Statement with additional information and
exhibits, as contemplated when the Plan and Disclosure Statement
were initially filed, and have made further revisions to the Plan
and Disclosure Statement as a result of their ongoing
negotiations with major creditor constituencies.

A full-text copy of the Debtors' Response is available for free
at http://bankrupt.com/misc/qwi_dsresponse.pdf

The Debtors, prior to the May 15 Disclosure Statement hearing,
filed a revised proposed order approving the Disclosure
Statement, a full-text copy of which is available for free
at http://bankrupt.com/misc/qwireviseddsproposedord.pdf

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


RH DONNELLEY: Nonpayment of Interest Cues S&P's Rating Cut to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on R.H. Donnelley Inc., Dex Media Inc., and Dex Media West
LLC to 'D' from 'CC'.

In addition, S&P lowered its issue-level ratings to 'D' from 'C'
on these:

  -- R.H. Donnelley Inc.'s 11.75% senior notes due 2015;
  -- Dex Media Inc.'s 8% senior notes due 2013; and
  -- Dex Media Inc.'s 9% senior notes due 2013;

S&P affirmed all of its other outstanding ratings on R.H.
Donnelley-related entities, including the 'CC' corporate credit
rating on Dex Media East LLC.  The outlook on this rating is
negative.

The rating actions stem from the company's announcement that it
would not make $78 million in aggregate interest payments due
May 15, 2009 on four notes issues (three of which S&P rate; the
other S&P does not).  This follows the company's missed interest
payment of $55 million due April 15, 2009, on parent company R.H.
Donnelley Corp.'s $1.23 billion 8.875% series A-4 senior notes,
for which the 30-day grace period has expired.

Regarding the interest payments due, a payment default has not
occurred relative to the legal provisions of the notes, because
there is a 30-day grace period in which to make the interest
payments.  Also, the company secured a forbearance agreement from
bondholders and bank lenders agreeing not to pursue their rights
and remedies under applicable debt agreements until May 28, 2009,
relating to the missed April 15, 2009 interest payment at RHD.

"However, S&P consider a default to have occurred regarding the
missed interest payments due, even if a grace period exists, when
the nonpayment is a function of the borrower being under financial
distress -- unless S&P is confident that the payment will be made
in full during the grace period," explained Standard & Poor's
credit analyst Emile Courtney.

S&P lowered the corporate credit rating for Dex Media West LLC to
'D', even though S&P does not rate the relatively small
outstanding amount remaining on the 5.875% senior notes due 2011,
because the company also announced it would miss its May 15, 2009
interest payment on these notes.


RIVERSIDE CITY: Moody's Withdraws 'Ba3' Rating on Business Reasons
------------------------------------------------------------------
Moody's Investors Service has withdrawn for business reasons the
Ba3/S.G. ratings on Riverside City Industrial Development
Authority, CA Variable Rate Demand Empowerment Zone Facility
Revenue Bonds, Series 2005 (Guy Evans, Inc. Project).


RURAL/METRO LLC: S&P Raises Issue Rating on Senior Notes to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Rural/Metro LLC's senior subordinated notes to '4', indicating
S&P's expectation of average (30% to 50%) recovery for noteholders
in the event of a payment default, from '5'.  S&P raised the
issue-level rating on this debt to 'B' (at the same level as the
'B' corporate credit rating on parent holding company Rural/Metro
Corp.) from 'B-', in accordance with S&P's notching criteria for a
'4' recovery rating.

"The revised recovery rating on the subordinated notes is
primarily due to the company's significant reduction of its senior
secured term loan, which results in additional recovery prospects
for the subordinated notes under our simulated default scenario,"
noted Standard & Poor's credit analyst Rivka Gertzulin.

In addition, S&P affirmed its other outstanding ratings on the
company, including the 'B' corporate credit rating.  The rating
outlook is stable.

The low-speculative-grade corporate credit rating on Scottsdale,
Arizona-based medical transport services company Rural/Metro Corp.
reflects the company's exposure to the ongoing uncertainty of
government reimbursement rates and sustainability of price
increases to commercial payors, relatively thin operating margins,
and high levels of uncompensated care.  In addition, the company
has a highly leveraged financial risk profile.


SALMON FALLS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Salmon Falls Resort, LLC
        PO Box 5700
        Ketchikan, AK 99901

Bankruptcy Case No.: 09-00301

Chapter 11 Petition Date: May 15, 2009

Court: United States Bankruptcy Court
       Alaska (Ketchikan)

Judge: Donald MacDonald IV

Debtor's Counsel: Daniel G. Bruce, Esq.
                  Baxter Bruce & Sullivan PC
                  PO Box 32819
                  Juneau, AK 99803
                  Tel: (907)789-3166
                  Fax: (907)789-1913
                  Email: bankruptcy@baxterbrucelaw.com

Total Assets: $8,693,843

Total Debts: $12,927,987

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/akb09-00301.pdf

The petition was signed by Paul J. Cyr.


SEALY CORP: S&P Downgrades Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Trinity, North Carolina-based Sealy
Corp. to 'B' from 'B+'.  At the same time, S&P lowered the issue-
level ratings on the company's senior secured credit facilities to
'BB-', from 'BB', while maintaining the '1' recovery rating.  S&P
also lowered the issue-level rating on the company's senior
subordinated notes to 'CCC+' from 'B+', and revised the recovery
rating on these notes to '6' (indicating the likelihood of
negligible [0%-10%] recovery in a payment default) from '4'.  At
the same time, Standard & Poor's assigned its 'BB-' issue-level
rating with a recovery rating of '1' (indicating the likelihood of
very high [90%-100%] recovery) to Sealy Mattress' proposed seven-
year $350 million senior secured notes due 2016, and a 'B' issue-
level rating with a recovery rating of '4' (indicating the
likelihood of average [30%-50%] recovery) to its proposed
$177 million senior secured convertible pay-in-kind notes due
2016.  Sealy's proposed $100 million asset-based revolving credit
facility maturing in 2013 is not rated.

The company will use the proceeds from these transactions to
refinance existing debt and pay fees and expenses.  S&P will
withdraw the ratings on the company's existing bank facilities at
the close of the transaction.  Pro forma for the transaction, S&P
expects the company to have about $867 million of total debt.  The
outlook is stable.

The stable outlook assumes that Sealy successfully completes its
proposed refinancing plan.

"Given our expectation for a continued weakness in the bedding
industry over the next year, S&P believes there will be further
credit metric erosion," said Standard & Poor's credit analyst Rick
Joy.  Despite this, Standard & Poor's expects leverage to remain
below or close to 7x over the near term.  S&P could consider
revising the outlook to negative if operating performance weakens
further and debt leverage increases significantly above the 7x
level.  S&P believes this could occur if sales declined by 25% and
the company incurred a further erosion of EBITDA margins of 100
basis points over the next year, resulting in leverage in the high
7x area.

"Although unlikely over the near term, if the company can improve
operating performance despite current weak market conditions, and
credit measures improve, S&P could consider an outlook revision to
positive," he continued.


SEMGROUP LP: Suppliers Battle Banks Over Unpaid Oil Sales
---------------------------------------------------------
Steven Church at Bloomberg News reports that suppliers to
SemGroup LP opened a two-day court battle with lenders led by Bank
of America Corp. to win payment for 3.1 million barrels of crude
the bankrupt oil transporter bought last year at near-record
prices.  About 900 small oil suppliers claim state laws in Texas,
Oklahoma and Kansas give them the right to be paid before Bank
of America and other lenders owed about $2.5 billion. The
dispute also involves the commodities-trading unit of Goldman
Sachs Group Inc., J. Aron & Co., which may have purchased some
of the oil from SemGroup.

"We're not talking about three-digit numbers here," Bankruptcy
Judge Brendan Linehan Shannon said in court in Wilmington,
Delaware.  "There is enough at stake for people to fight over."

In the two months before SemGroup filed bankruptcy, it promised to
pay $404 million for the oil, or about $138 a barrel, Bloomberg
said, citing court records filed by J. Aron.  SemGroup filed for
bankruptcy July 22, after acknowledging $2.4 billion in energy-
trading losses.

SemGroup, according to Bloomberg, has about $600 million in cash
available to pay producers should they prevail, according to court
documents.  Should Bank of America win, the lenders would have
first call on that cash and on the proceeds from the sale of
SemGroup's assets.

                 Producers' Complaint vs. Debtors

Samson Resources Company, Lone Star, LLC, Samson Contour Energy
E&P, LLC, JMA Energy Company, L.L.C., New Dominion, L.L.C.,
Benson Mineral Group, Inc., The Mint Limited Partnership,
Chesapeake Exploration Limited Liability Company, Chesapeake
Energy Marketing, Inc., Special Energy Corporation, DC Energy,
Inc., Dunne Equities, Inc., Lario Oil & Gas Company, McCoy
Petroleum Corporation, Braden-Deem, Inc., W.D. Short Oil Co.,
L.L.C., Short & Short, L.L.C., Weinkauf Petroleum, Inc., Special
Energy Corporation, Veenker Resources, Inc., Lance Ruffel Oil &
Gas Corporation, and St. Mary Land Exploration Company, filed a
complaint against the Debtors, seeking declaratory relief
pursuant to Rule 7001(9) of the Federal Rules of Bankruptcy
Procedure.

The Oklahoma Producers own and represent working interests,
royalty interests, overriding interests and other interests under
applicable law in the mineral acreage and oil and gas produced
from various wells in the State of Oklahoma.  They also operate
numerous wells pursuant to operating agreements executed with
non-operating interest owners as well as pooling orders issued by
the Oklahoma Corporate Commission.

As of the Petition Date, during the period from June 1 to July
22, 2008, the Debtors held unsold oil and gas product from wells
located in the State of Oklahoma.  The Debtors also held
receivables representing accounts generated from the sale of
Oklahoma Products, as well as cash representing payments for the
sale of Oklahoma Products.

Since the Petition Date, the Debtors continued to sell Oklahoma
Products, generating additional Oklahoma Receivables.  They have
also made collections on account of the sale of Oklahoma
Products, resulting in additional cash.

The Oklahoma Producers assert that pursuant to the Oklahoma
Production Revenue Standards Act, all proceeds from the sale of
the Oklahoma Products will be regarded separate and distinct from
all other funds until they are paid to legally entitled Oklahoma
Producers, and any person holding proceeds from the sale is
required to hold those for the benefit of the legally entitled
owners of the proceeds.  The Oklahoma Producers are owners, they
assert, thus all revenue derived from the sale of Oklahoma
Products must be held in trust until the Debtors have remitted
the full payment.

The Oklahoma Producers maintain that they hold a security
interest and lien on all Oklahoma Products sold and delivered in
June and July 2008, to secure the obligations of the Debtors.
They also hold a security interest and lien in the Oklahoma
Products, the Oklahoma Receivables and the Oklahoma Cash.

According to the Oklahoma Producers, Bank of America, as
administrative agent for the secured parties, asserts that it
hold a first and prior security interest and lien in the Oklahoma
Products, the Oklahoma Receivables and the Oklahoma Cash.  The
Oklahoma Producers contest the validity of BofA's liens and
interests on the Oklahoma Products, and insist that those
interests are subordinate to their own.  They maintain that
BofA's lien and interests do not attach to the Oklahoma Products
because they constitute property held in trust.

The Oklahoma Producers ask that the Court require the Debtors to
provide an accounting of:

  (i) all Oklahoma Products sold during the period from
      June 1 to July 22, 2008;

(ii) the sale and disposition of all Oklahoma Products sold to
      the Debtors during the period;

(iii) the amount of Oklahoma Products, the Oklahoma Receivables
      and the Oklahoma Cash on hand as of the Petition Date;
      and

(iv) the use or disposition of all Oklahoma Products, Oklahoma
      Receivables and Oklahoma Cash since the Petition Date.

           BofA Seeks Judgment on Oklahoma Products

Bank of America, N.A., as administrative agent to the Debtors'
prepetition secured lenders, seeks a summary judgment on the
threshold questions of law pertaining to the interpretation of
the Oklahoma Lien Act and Oklahoma Production Revenue Standards
Act.

In a brief filed with the Court, Laurie Selber Silverstein, Esq.,
at Potter Anderson & Corroon LLP, in Wilmington, Delaware,
asserts that BofA's prior perfected security lien has priority,
even if the Producers satisfied the requirements of the Lien Act.

BofA also argues that the Oklahoma Statute provides no valid
basis to subordinate BofA's prior perfected security interest in
the Debtors' assets, citing that the Producers' reading of the
Oklahoma PRSA is inconsistent with Oklahoma trust law and is at
odds with the statute's plain terms and legislative history.

Accordingly, BofA asserts that the Court should render a summary
judgment that gives BofA priority on all of the Producers' claims
with respect to Oklahoma products and proceeds.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: To Use $1-Mil. From Collateral for White Cliffs
------------------------------------------------------------
Debtor SemCrude L.P., through Debtor SemCrude Pipeline L.L.C.,
owns a 99.17% interest in WhiteCliffs Pipeline, L.L.C., who as of
the Petition Date was constructing a 12-inch crude oil pipeline
running from Platteville, Colorado, to SemCrude LP's terminal
near Cushing, Oklahoma.  SemCrude LP, also as of the Petition
Date, was constructing a trucking unloading facility near
Platteville, Colorado, adjacent to the pipeline.

As of the Petition Date, SemCrude Pipeline borrowed from General
Electric Capital Corporation, as administrative agent for a group
of lenders, $60 million in a revolving credit facility and a
$60 million term loan facility, pursuant to a Credit Agreement
dated June 17, 2008, to fund the construction of the White Cliffs
Pipeline.  The funds are channeled through SemCrude Pipeline's
construction-in-progress account.

In connection with the GECC Credit Facility, SemCrude LP pledged,
collaterally assigned, and granted GECC, pursuant to a Security
Agreement dated June 17, 2008, a continuing security interest in
SemCrude LP's then owned and thereafter acquired right, and
interest in all or substantially all of its personal property.
In addition, pursuant to a Pledged Account Agreement dated
June 17, 2008, and executed in connection with the GECC Credit
Facility, about $3.5 million of the amount borrowed under the
GECC Credit Facility is being held in a SemCrude Pipeline account
pledged to GECC as interest reserves.

The final order authorizing the Debtors to incur postpetition
secured financing provided for the sale of the Debtors' equity
interest in White Cliffs no later than October 15, 2008.  The
Debtors, however, did not receive qualifying bids after a review
of bids received from third parties.  This necessitated for the
Debtors to continue funding the White Cliffs Pipeline
Construction, which, according to the Debtors, is near completion.

The construction-in-process account, the Debtors relate, will be
closed once the construction is complete, after which the Debtors
will directly fund the operations costs incurred from January 1,
2009, until the White Cliffs Pipeline earns sufficient revenue to
defray its operations cost.  GECC is amenable to allowing SemCrude
Pipeline to use up to $1 million from the reserves fund for this
purpose, the Debtors tell the Court.  White Cliffs will repay its
loan when all obligations under the GECC Credit Facility are paid,
the Debtors add.

Accordingly, SemCrude LP, its parent, SemGroup, L.P., and certain
of their debtor affiliates, seek the Court's authority, pursuant
to Sections 105 and 362 of the Bankruptcy Code to:

   (a) use the cash collateral from certain reserve funds to
       provide up to $1 million of loans to White Cliffs
       Pipeline to fund operations costs it incurred nunc pro
       tunc to January 1, 2009, in connection with the White
       Cliffs Pipeline; and

   (b) use the cash collateral to pay GECC at non-default
       contract rate pursuant to the GECC Credit Facility, as
       adequate protection to GECC.

The Debtors also ask the Court to lift the automatic stay to
withdraw funds from the reserve account.  Moreover, the Debtors
seek to waive the prohibition in the Interim Cash Management
Order and related orders with respect to intercompany loans to
non-debtors.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that Section 363(b)(1) allows the Debtors, after
notice and hearing, to use the cash collateral to fund the loan
to White Cliff, as well as to make interest payments.  Although
the Debtors have yet to identify all allowable claims against the
Debtors' estates, it is likely that the loan and the interest
payments represent a very small fraction of the total amount of
claims that may be allowed against the estates, he says.
Moreover, use of the cash collateral to fund the loan will not
reduce recovery of other estates' other creditors as GECC holds a
first lien on the reserve funds, Mr. Sosland tells the Court.

The Court will convene a hearing to consider approval of the
motion on June 2, 2009.  Written objections must be filed no later
than May 26.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Court Clears Sale of Branded Products Unit for $6.5MM
------------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the sale of SemMaterials, L.P.'s
branded products business, free and clear of liens, to Rhone
Midstream Holdings, LLC, and Rhone Cleantech Fund I, L.P., as
stalking horse bidder after the Debtors failed to receive
competing bids despite the Court's approval of an auction and the
procedures for bidding.  The Rhone Entities offered to buy the
Branded Products unit for $6.5 million.

Prior to the entry of the sale order, SemMaterials and Rhone
Midstream entered into an amended asset purchase agreement, a
full-text copy of which is available for free at:

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

The amendments to the APA relate to, among others, SemMaterials'
tangible personal property and business records, confidentiality
provisions with respect to SemMaterials' intellectual property,
and a provision on the Tulsa Lease assumption and assignment to
the Purchaser.

Judge Shannon clarified that the Purchaser is not assuming, as
successor, any liabilities of the Debtors arising from the
Debtors' ownership or use of the Purchased Assets prior to the
consummation of the transactions under the Asset Purchase
Agreement.

Prior to the scheduled May 6, 2009, Flint Hills Resources, LP,
and Oracle USA, Inc., counterparties to contracts the Debtors
intend to assume and assign pursuant to the sale, filed
objections.  Flint Hills was concerned that Rhone Midstream, as
the Debtors' assignee, may not be able to perform under the
agreements.  Oracle sought to deny the sale motion complaining
that it will not be able to ascertain which of its contracts will
be assumed and assigned, on account of the Debtors' "vague" list
of contracts for assumption.  In connection with these
objections, the Court ruled that none of the Oracle contracts
will be assumed and assigned.  The Court, however, authorized
SemMaterials to assume and assign the Assumed Contracts,
including the Tulsa Lease, pursuant to an amended assignment
agreement the Debtors and Rhone Midstream reached prior to the
order. A full-text copy of the amended assignment agreement is
available for free at:

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

The Court also directed the Debtors to pay cure amounts
outstanding under the Assumed Contracts. A Cure Amount Schedule
is available for free at:

         http://bankrupt.com/misc/semgroup_curesched

The Debtors later filed a supplemental schedule disclosing these
cure amounts in connection with the assumption and assignment of
certain contracts pursuant to the terms of the sale:

   Counterparty              Contract             Cure Amount
   ------------              --------             -----------
   Railcar Tracking Co.      Software License
                             Agreement                $1,546

   MSC Software              Master Software
   Corporation               License Agreement             0

   Microsoft Licensing GP    Professional Desktop          0
                             Project Win32                 0
                             Visio Standard                0
                             SQL/User CAL                  0
                             Windows Server/Standard       0

Microsoft Licensing GP has indicated that the assumption and
assignment of all five licenses is permissible, the Debtors said.

All objections not otherwise resolved, are overruled and denied,
the Court further ruled.

The Court found the total consideration provided by Rhone
Midstream for the Purchased Assets to be the highest and best
offer for the Purchased Assets.  The Court also ruled that
certain non-Debtor counterparties of software licenses held by
SemMaterials for the Branded Products Unit will not be affected
by the order until the Debtors serve those counterparties a
notice and give them opportunity to respond.

The Court said the Debtors have inadvertently failed to notify
the non-Debtor counterparties.  Judge Shannon, accordingly,
directed the Debtors to serve without delay a copy of the order,
the schedule of licenses to be assumed and assigned and their
cure amounts, and also directed the counterparties to file their
written response no later than May 20, 2009.

Moreover, the Court directed Bank of America, N.A., agent to the
Debtors' secured lenders to, at the Debtors' expense, take all
necessary actions to confirm the removal of all claims and liens
on the Purchased Assets securing the Debtors' prepetition credit
agreement and the DIP credit agreement.  The Sale Order will
release all liens to or against the Purchased Assets, the Court
held.

A full-text copy of the Sale Order is available for free at
http://bankrupt.com/misc/semgroup_brandedsaleord.pdf

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Weil Gotshal Bills $17.9 Million for Bankruptcy Work
-----------------------------------------------------------------
Four professionals hired in the bankruptcy cases of SemGroup LP
and its affiliates filed applications with the U.S. Bankruptcy
Court for the District of Delaware for the allowance of fees and
reimbursement of expenses:

A. Debtors' Professionals

  Firm                Period            Fees        Expenses
  ----               ----------     -----------     --------
  Weil, Gotshal      07/22/08 -
  & Manges LLP       11/30/08       $15,460,094     $524,545

  Weil, Gotshal      12/01/08 -
  & Manges LLP       12/31/08         2,488,452      92,402

  Warren H. Smith    12/01/08 -
  & Associates, P.C. 03/31/08           54,754           61

  Warren H. Smith    04/01/09 -
  & Associates, P.C. 04/30/09           40,736           90

  Warren H. Smith    10/23/08 -
  & Associates, P.C. 11/30/08            11,694           7

  Bifferato LLC      07/22/08 -
                     11/30/08            18,211       1,053

Bifferato's fee application for $18,211 in fees and $1,053 in
expenses reflects the correct amount of fees earned and expenses
incurred by the firm for the indicated interim period, after the
fees and expenses for December 2008 were deducted.  Bifferato
said it did not receive timely objections to its applications for
October, November and December 2008, and for the periods from
July 22, 2008, to September 30, 2008.

B. Official Committee of Unsecured Creditors' Professionals

  Firm                Period           Fees        Expenses
  ----               ----------     ----------     --------
  Houlihan Lokey
  Howard & Zukin     03/01/09 -
  Capital, Inc.      03/31/09         $275,000      $12,190

  Houlihan Lokey
  Howard & Zukin     08/01/08 -
  Capital, Inc.      11/30/08        1,100,000       90,911

Blank Rome LLP, counsel to the Committee, disclosed that it did
not receive timely objections to its fee application for the
period from December 1, 2008 to January 31, 2009.  Quinn Emanuel
Urquhart Oliver & Hedges, LPP, the Committee's co-counsel, also
did not receive timely objections to its fee application for
February 2008.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: New Dominion Seeks Release of $1,245,594 in Funds
--------------------------------------------------------------
New Dominion LLC asks the U.S. Bankruptcy Court for the District
of Delaware to compel Debtor SemCrude L.P. to disburse to working
interest owners and royalty owners at least $1.4 million of oil
sale proceeds the Debtor held in suspense, through Iberia
Management Systems, Inc.

New Dominion, an operator of more than 200 wells in Oklahoma,
relates that in the Oklahoma oil and gas industry, it is
customary that party disbursing oil sales revenue maintain a
suspense account.  "Suspense accounts are placed because either
the owner is force-pooled and cannot be located, or the owners
are located and known, but a bonafide dispute exists as to
mineral ownership, and by extension, to the funds," explains
William A. Hazeltine, Esq., at Sullivan Hazeltine Allinson LLC,
in Wilmington, Delaware.

Working interest owners are the actual owners of the wells and
who participate in the drilling and development, and royalty
owners are those that either leased their minerals or had their
minerals pooled pursuant to a pooling order by the Oklahoma
Corporation Commission.  SemCrude has contracted third party
contractor Iberia to disburse the oil sales revenue from wells
operated by New Dominion.

Mr. Hazeltine says Iberia refused, on SemCrude's instruction, to
provide New Dominion a list of owners in the wells operated by
New Dominion.  New Dominion has determined, with respect to those
wells, that $1,245,594 in royalties is attributable to 1,366
force-pooled royalty owners, and $227,898 is attributable to an
additional 258 owners who were not force pooled.

Accordingly, New Dominion asks the Court to compel SemCrude to
immediately disburse $1,245,594 to the Oklahoma Corporation
Commission, pursuant to the pooling order, for the benefit of the
working interest owners.  New Dominion also asks the Court to
compel disbursement of $227,898 to the additional owners, or to
New Dominion for payment to those owners.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SILICON GRAPHICS: Appoints Weinert Chief Restructuring Officer
--------------------------------------------------------------
Barry Weinert was appointed Chief Restructuring Officer of Silicon
Graphics, Inc., on May 11, 2009.  In his capacity as CRO, Mr.
Weinert will, among other things, assist the Company in the
administration of its Chapter 11 bankruptcy case and in the
preparation, confirmation and consummation of a Chapter 11 plan of
reorganization.

Mr. Weinert, 55, previously served as the Company's Vice President
and General Counsel from January 2006 until January 2009.  He
joined the Company in May 1995 as Commercial Counsel and served as
the Associate General Counsel from March 2001 until January 2006.

Mr. Weinert's engagement agreement with the Company provides for
compensation in the amount of $35,000 per month until July 10,
2009, $30,000 per month until September 10, 2009 and $25,000 per
month until November 10, 2009 as well as reimbursement of
reasonable business expenses.  Mr. Weinert's compensation remains
subject to approval by the United States Bankruptcy Court for the
Southern District of New York.  Mr. Weinert has been engaged to
provide restructuring services until the earlier of November 10,
2009 or the final liquidation and dissolution of the Company.

On May 7, 2009, Doug Britt, Senior Vice President of Worldwide
Sales of SGI, left employment with SGI.  On May 8, 2009, Mr.
Robert Ewald, Chief Executive Officer, Mr. Gregory S. Wood, Senior
Vice President and Chief Financial Officer, and Mr. Timothy
Pebworth, Vice President and Chief Accounting Officer, left
employment with SGI.  All departures were in connection with the
closing of the Rackable transaction.  Mr. Wood will continue as a
consultant with SGI for a transition period.

                    About Silicon Graphics Inc.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on Sept. 19, 2006.  When the
Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed AlixPartners LLC as restructuring advisor;
Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.
When the Debtors filed for protection from their creditors, they
listed $390,462,000 in total assets and $526,548,000 in total
debts as of 2008.


SIX FLAGS: Obtains $53MM Time Warner Loan to Fund 'Put' Options
---------------------------------------------------------------
Six Flags, Inc., on Friday received the proceeds of a loan from a
subsidiary of Time Warner Inc. to fund approximately $53 million
of 2009 "put" obligations related to its Six Flags Over Texas and
Six Flags Over Georgia parks, including Six Flags White Water
Atlanta.

The Company had said as of the end of the 2009 "put" period on
April 28, 2009, it had received "put" notices from holders of
units in the limited partnerships that own the Partnership Parks,
with an aggregate "put" price of approximately $66 million. The
general partner of the Georgia limited partnership elected to
purchase Georgia units having a total purchase price of
approximately $7 million, and an additional $6 million of the
"put" obligations was funded with cash that was being held in
escrow.

A subsidiary of Time Warner loaned approximately $53 million to
the Company's subsidiaries that are obligated to fund the "put"
obligations.  Interest on the loan will accrue at a rate of 14%
per year, and the principal amount of the loan matures on
March 15, 2011.  The loan requires semi-annual prepayments with
the proceeds received by the Company related to the Partnership
Parks limited partnership units owned by the Company's
subsidiaries.  The loan is guaranteed by Six Flags, Inc., Six
Flags Operations Inc. and Six Flags Theme Parks Inc. up to an
aggregate amount of $10 million.

The Company also said that on May 14, 2009, it irrevocably paid in
immediately available funds to the paying agent of its 9-3/4%
Senior Notes due 2013, interest on the 2013 Notes in the amount of
approximately $7 million previously due on April 15, 2009,
together with the additional interest owed, and distributed
notices to the holders in connection with such payment, in
accordance with the indenture.

The Company has also chosen to take advantage of the applicable
30-day grace period for making the semi-annual interest payment of
approximately $6 million due on its 4-1/2 Convertible Senior Notes
due 2015 (the "Convertible Notes") as it continues to assess and
evaluate the Company's restructuring options. Under the applicable
indenture relating to the Convertible Notes, use of the 30-day
grace period does not constitute a default that permits
acceleration of the Convertible Notes or any other indebtedness.
Additional details regarding the Convertible Notes are available
in the Company's Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the Securities and Exchange
Commission.

As reported by the Troubled Company Reporter on May 8, 2009, Six
Flags commenced an offer to exchange any and all of its 4.50%
Convertible Notes due 2015 for shares of common stock of Six
Flags:

   * Principal amount will be $280,000,000

   * For each $1,000 claims (consisting of principal amount, and
     accrued and unpaid interest thereon through, and  including,
     June 25, 2009.) exchanged, the holders will receive 18.5857
     shares of common stock.

   * For each $1,000 of principal amount exchanged, the holders
     will receive 18.6786 shares of common stock

It is a condition to the Convertible Note Exchange Offer that at
least 95% of the outstanding principal amount of the SFI
Convertible Notes are validly tendered for exchange and not
revoked by 5:00 p.m., New York City time, on May 28, 2009 and that
Holders of such SFI Convertible Notes do not withdraw their SFI
Convertible Notes prior to the Expiration Date.

                       About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional
theme park company with 21 parks across the United States, Mexico
and Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

                          *     *     *

According to the Troubled Company Reporter on March 13, 2009,
Six Flags said it does not have sufficient cash to redeem
$287.5 million in Preferred Income Equity Redeemable Shares on
August 15, 2009.

As of December 31, 2008, Six Flags had $3.03 billion in total
assets, including $210.3 million in cash and cash equivalents;
$2.11 billion in total long-term debt, and $2.36 billion in total
debt, excluding $123.1 million in debt at December 31, 2004,
which had been called for prepayment; and $443.8 million in
stockholders' deficit.

Given the current negative conditions in the economy generally and
the credit markets in particular, Six Flags said there is
substantial uncertainty that it will be able to effect a
refinancing of its debt on or prior to maturity or the PIERS prior
to their mandatory redemption date on August 15, 2009.

"As a result of these factors, there is substantial doubt about
our ability to continue as a going concern unless a successful
restructuring occurs," Six Flags said.

Six Flags Inc., has reportedly hired Paul Hastings Janofsky &
Walker as bankruptcy counsel and investment bank Houlihan Lokey
Howard & Zukin to negotiate with creditors, including its banks,
bondholders, and preferred shareholders.

As reported by the Troubled Company Reporter on March 3, 2009,
Fitch Ratings has downgraded Six Flags, Inc. and its subsidiaries
-- Six Flags (Issuer Default Rating to 'CC' from 'CCC'; and Senior
unsecured notes, including the 4.5% convertible notes, to 'C/RR6'
from 'CC/RR6'); Six Flags Operations Inc. (IDR to 'CC' from 'CCC';
and Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'); and Six
Flags Theme Park Inc. (IDR to 'CC' from 'CCC'; and Secured bank
credit facility to 'B-/RR2' from 'B/RR1').  In addition, Fitch
affirms Six Flags' preferred stock at 'C/RR6'.

As reported by the TCR on April 6, Standard & Poor's Ratings
Services withdrew its ratings on New York, New York-based Six
Flags Inc. and its subsidiaries, including the 'CCC' corporate
credit rating, at the Company's request.

AS reported by the TCR on April 23, 2009, Moody's Investors
Service said that Six Flags, Inc.'s proposed exchange offer to
convert its approximate $868 million of bonds and approximate
$318.8 million of Preferred Income Equity Redeemable Shares into
common stock, if completed, will constitute a distressed exchange,
which is an event of default under Moody's definition of default.


SK FOODS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------
The Business Journal reports that SK Foods LP has filed for
Chapter 11 bankruptcy protection after being dropped by its
lending group.

As reported by the Troubled Company Reporter on May 12, 2009,
creditors filed an involuntary Chapter 11 petition SK Foods LP and
affiliate RHM Supply/ Specialty Foods Inc. before the U.S.
Bankruptcy Court for the Eastern District of California.  SK Foods
had said that it was preparing to file a voluntary Chapter 11
petition.

The Business Journal relates that up to 1,000 workers may lose
their jobs unless SK Foods can find a buyer in a month.  SK Foods
officials said that demand is still high and they are confident
that someone will come forward before peak season in July.

SK Foods LP runs a tomato processing facility in Lemoore.


SOLUTION TECHNOLOGY: Emerges from Ch. 11; Lender to Get 91% Stake
-----------------------------------------------------------------
Solution Technology International, Inc., now known as Reinsurance
Technologies Ltd., had its plan of reorganization confirmed at a
hearing on March 31, 2009, and pursuant to an order entered on
April 3, 2009, and declared effective on April 14, 2009, by the
U.S. Bankruptcy Court for the District of Delaware.

Under Solution Technology's plan or reorganization, the principal
secured lender, Resurgence Partners, LLC -- that acquired the
secured debt positions of YA Global Investments, LP (f/k/a Cornell
Capital) and Crosshill Georgetown Capital, provided the debtor-in-
possession financing and is now providing the exit financing for
Solution Technology -- will convert its secured claim to all
equity and receive 91.25% of the issued and outstanding shares of
the Company's common stock, par value $.001 per share, as well as
500,000 shares of nonvoting, non-interest bearing Series A
preferred stock, par value $0.001 per share.

The unsecured creditors will receive 5% of the issued and
outstanding shares of New Common Stock and 500,000 shares of
nonvoting, non-interest bearing Series B preferred stock under the
plan.

The existing holders of common stock will receive 3.75% of the
7issued and outstanding shares of New Common Stock under the plan.

In the event of a sale or liquidation of Solution Technology,
Resurgence Partners, the holder of Series A Preferred, is entitled
to receive, prior to the payment of any amount to the holders of
New Common Stock, its prepetition secured claim of approximately
$2.7 million, its postpetition secured claim of approximately
$50,000 and any amount it advances to Solution Technology under
the exit investment agreement that is anticipated to be not less
than $1 million.  The holders of Series B Preferred are entitled
to receive up to 50% of all allowed unsecured claims that the
Registrant believes could be as much as approximately
$1.3 million.  The Series A Preferred and the Series B Preferred
are cancelled upon receipt of these priority liquidation payments.

Under the plan, Solution Technology stated that it would change
its name and recapitalize to achieve the distribution of its New
Common Stock.  Accordingly, Solution Technology filed an amended
and restated certificate of incorporation with the State of
Delaware on April 24, 2009, to change the name of the Company to
Reinsurance Technologies Ltd., to allow for a reverse split of one
share for each of 400 outstanding shares of the Company's existing
common stock and to create a Series A Preferred Stock and Series B
Preferred Stock.  Solution Technology has filed with FINRA to
effect the reverse split and notify it of the name change.

On April 24, 2009, Solution Technology's Board of Directors
appointed Joel H. Bernstein, 67, to be President and a director
and Dan L. Jonson to be a director and Senior Vice President of
the Company.

Michael Shor resigned as a director effective April 24, 2009, to
pursue other interests.  Since 2001 Mr. Bernstein has been the
founder and president of an affiliated group of companies that
provide payroll and benefit administration services to small and
medium sized employers under the name of Benefit Providers, LLC
and ECCA Payroll Services.  From January 1990 until 2001 Mr.
Bernstein owned a payroll services company, AA Payroll Services.

Solution Technology International, Inc., is a software product
company based in McHenry, Maryland, offering an enterprise
solution for the global insurance and reinsurance industry.
Solution Technology filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code, as amended, on November 4, 2008
(Bankr. D. Del. Case No. 08-12640).  The bankruptcy case was
assigned to the Honorable Mary F. Walrath.

Donald J. Detweiler, Esq., and Sandra G. M. Selzer, Esq., at
Greenberg Traurig LLP in Wilmington, Delaware; and Robert W.
Dremluk, Esq., at Seyfarth Shaw LLP in New York; and Heidsha
Sheldon, Esq., at Seyfarth in Boston, Massachusetts, serve as
counsel for the Debtors.

The Debtor disclosed total assets of $353,205 and total debts of
$7,328,475 when it filed for bankruptcy.


STAR TRIBUNE: Seeks Court Okay to Reject Pact With Drivers
----------------------------------------------------------
The Associated Press reports that the Star Tribune has asked the
U.S. Bankruptcy Court for the Southern District of New York to
reject its contract with unionized delivery truck drivers and let
it implement the terms of its last offer.

According to The AP, Star Tribune is seeking to reduce labor costs
by $20 million per year as it prepares to emerge from Chapter 11
bankruptcy.

Star Tribune and the drivers' union couldn't agree on pension
changes, The AP states, citing Star Tribune publisher Chris Harte.
The AP notes that the delivery truck drivers' union is the last
major bargaining unit that hasn't agreed to concessions because

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

                             *   *   *

The Court has extended the Debtors' exclusive periods to file a
plan of reorganization until August 13, 2009.


STOCK BUILDING: To Sell Stake to Gores Building Under Plan
----------------------------------------------------------
Stock Building Supply Holdings LLC and its debtor-affiliates
filed with the Hon. Mary F. Walrath of the U.S. Bankruptcy Court
for District of Delaware a disclosure statement for their joint
Chapter 11 prepackaged plan of reorganization dated May 6, 2009.

A combined hearing is set for June 15, 2009, 4:00 p.m., to
consider approval of the disclosure statement and confirmation of
the plan.  Objections, if any, are due June 4, 2009.

The plan provides 100% recovery for all of the Debtors' creditors
and cancellation of remaining existing loans under a prepetition
agreement between Wolseley Investment North American Inc. and the
Debtors upon the plan's effective date.  All contingent and
unliquidated claims against the Debtors will "ride through" and be
assumed by reorganized stock.  The plan further provides for the
rejection of more than 210 leases where the Debtors have planned
to cease operations.

Wolseley Investment agreed to provide at least $100 million under
a certain debtor-in-possession agreement with the Debtors.  The
DIP facility due August 31, 2009, incurs interest at 8% per annum.

The recapitalization contemplated by the plan and additional
investments provided by private equity firm Gores Building
Holdings LLC would allow the Debtors' business to continue to
operate as a going concern and preserve more than 5,000 employees,
the Debtors say.  Gores Building will invest into the Debtors'
business in the form of $75 million in preferred equity and a
$125 million revolving line of credits, the Debtors add.

Moreover, the plan classifies interests against and liens in the
Debtors' in four classes.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?3cf7

A full-text copy of the Debtors' joint Chapter 11 plan is
available for free at http://ResearchArchives.com/t/s?3cf8

Headquartered in Raleigh, North Carolina, Stock Building Supply
Holdings LLC -- http://www.stockbuildingsupply.com/-- supplies
building products to builders, contractors and other customers in
the United States.  The Company and 25 of its affiliates filed for
Chapter 11 protection on May 6, 2009 (Bankr. D. Del. Lead Case No.
09-11554).  Shearman & Sterling LLP and Young, Conaway, Stargatt &
Taylor, represent the Debtors in their restructuring efforts.  The
Debtors selected FTI Consulting as restructuring consultant.  When
the Debtors' sought for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $10 million and $50 million.


SUNTRUST BANKS: To Sell $1.25BB in Shares & $300MM in Securities
----------------------------------------------------------------
Kerry E. Grace at The Wall Street Journal reports that SunTrust
Banks Inc. will sell up to $1.25 billion in shares and sell as
much as $300 million in securities and other assets.

According to WSJ, SunTrust seeks to raise $2.2 billion after the
U.S. government's bank stress tests.  SunTrust, WSJ relates, was
among the banks told by the government that it needed to boost its
reserves.

WSJ states that SunTrust said that it may pursue private or public
transactions to exchange some of the $3.3 billion in preferred and
hybrid securities it has outstanding for common stock.

WSJ relates that SunTrust will also cut its quarterly dividend 90%
to one cent a share.

SunTrust Chairperson and CEO James M. Wells III, according to WSJ,
said that the Company is positive that the actions would help it
be able to repay the $4.9 billion it got through the Treasury
Department's Troubled Asset Relief Plan "at the appropriate time."

SunTrust Banks, Inc., is headquartered in Atlanta, Georgia.  It
reported assets of $179 billion as of March 31, 2009.

According to the Troubled Company Reporter on April 27, 2009,
Moody's Investors Service downgraded SunTrust Banks, Inc.'s
preferred stock rating to Ba2 from A3.


THE CHARDON RUBBER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Chardon Rubber Company
           dba Industrial Rubber Goods Division
           dba Beebe Rubber Company
        373 Washington Street
        Chardon, OH 44024

Bankruptcy Case No.: 09-14348

Chapter 11 Petition Date: May 15, 2009

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

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Jean Robertson, Esq.
                  Calfee, Halter & Griswold LLC
                  1400 KeyBank Center
                  800 Superior Avenue
                  Cleveland, OH 44114
                  Tel: (216) 622-8404
                  Fax: (216) 241-0816
                  Email: jrobertson@calfee.com

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

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

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

           http://bankrupt.com/misc/ohnb09-14348

The petition was signed by Marian K. DeVoe, president and chief
operating officer of the Company.


THOMAS REED HOUSE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Thomas Reed House, LLC
        P.O. Box 10250
        Portland, ME 04104

Bankruptcy Case No.: 09-20705

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
    Chadballs Holding, LLC                         09-20707
    Sturdivant Block, LLC                          09-20708
    The Harris Hotel, LLC                          09-20709

Chapter 11 Petition Date: May 15, 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.


TJ3 STYLES: Closes Thomasville Home After Ch 7 Bankruptcy Filing
----------------------------------------------------------------
Courtenay Edelhart at Bakersfield.com reports that TJ3 Styles Inc.
has closed its Thomasville Home Furnishings store in The
Marketplace, 9000 Ming Ave.

TJ3 Styles, according to Bakersfield.com, filed for Chapter 7
bankruptcy protection on March 19 in the U.S. Bankruptcy Court for
the Central District of California.  Bakersfield.com states that
TJ3 Styles listed $1 million to $10 million in liabilities and
$500,000 to $1 million in assets.

Bakersfield.com relates that clients who paid for purchases at
Thomasville Home but received neither refunds nor their furniture
before the store closed will have to join creditors seeking
redress in court.  Bakersfield.com notes that some clients put
down thousands of dollars in deposits last week, and said that
they weren't informed that the store would close.

Bakersfield.com quoted Brent Caslin, the attorney for TJ3 Styles,
as saying, "We don't have their money.  We're a victim just like
them.  This company never paid us."  Mr. Caslin said that he
didn't know how customer claims would be handled, Bakersfield.com
states.

TJ3 Styles Inc. is based in Santa Clarita.


TRIBUNE CO: Warren Beatty Asks Court to Dismiss Dick Tracy Suit
---------------------------------------------------------------
Warren Beatty asks the U.S. Bankruptcy Court for the District of
Delaware to dismiss Tribune Media Services, Inc.'s adversary
complaint against him for improper venue and lack of personal
jurisdiction.

On November 18, 2008, Tribune purported to effect a reversion of
the Dick Tracy Rights by mailing a certified letter to Mr.
Beatty.  Believing Tribune's purported reversion to be completely
specious, Mr. Beatty filed his complaint for declaratory relief
for jury trial before the U.S. District Court for the District of
California.  Tribune was required to move the California
complaint to the Delaware Bankruptcy Court where Tribune's
bankruptcy case is pending.

According to Mr. Beatty's counsel, Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington,
Delaware, under the "first-filed" rule, when two cases of
concurrent federal jurisdiction are pending, deference is given
to proceeding with the action that was filed first, absent
unusual circumstances.

In addition, Mr. Galardi asserts, the Bankruptcy Court Complaint
should be dismissed because there is no federal statue
authorizing nationwide service of process in bankruptcy cases,
and Tribune has failed to plead facts on which the Court could
find that Mr. Beatty has minimum contacts with the State of
Delaware.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Court OKs CW Network Station Affiliation Agreements
---------------------------------------------------------------
Debtor Tribune Broadcasting Company and 12 of its wholly-owned
Debtor subsidiaries or the "Station Affiliates" sought and
obtained authority from Judge Kevin J. Carey of the United States
Bankruptcy Court for the District of Delaware to enter into
certain station affiliation agreements with The CW Network, LLC,
a major television network, whose programming is broadcast on
television stations throughout the United States, including 13
television stations owned by the Station Affiliates.

Prior to the Petition Date, Tribune Broadcasting, the Station
Affiliates, and CW entered into various affiliation and similar
agreements, which among other things, enable the Station
Affiliates to broadcast 30 hours per week of network programming
from the CW.  The Station Affiliates comprise the only outlets
for CW programming in the largest television markets in the
country, including New York, Los Angeles and Chicago, as well as
other smaller but important television markets.  Approximately
one-third of CW's total prime time audience watches CW
exclusively on the Station Affiliates' stations.  CW currently
provides most of the prime time programming provided to the
Station Affiliates.

Pursuant to the terms of the Prepetition Affiliation Agreement,
CW provides network programming for broadcast by each Station
Affiliate on an exclusive basis within the television market
served.  In connection with that programming, CW also provides
the Station Affiliates with station identification, on-air
promotional announcements, and the ability to insert local
commercial advertisements into the network programming.  In turn,
each Station Affiliate agrees to broadcast programming,
promotional announcements, and the network commercial
advertisements included within the programming during the time
frames specified in the Prepetition Affiliation Agreements.

Over the past several months, Tribune Broadcasting, the Station
Affiliates, and CW have engaged in discussions regarding the
return of certain programming time slots to the Station
Affiliates that are currently reserved for the CW network
programming.  The Station Affiliates would then be solely
responsible for programming these time slots and would control
all related commercial advertising inventory.  To implement this
reallocation, Tribune Broadcasting and the Station Affiliates
have determined that it is in their best interest to consensually
terminate the Prepetition Affiliation Agreement and
simultaneously enter into new agreements.

The New Agreements provide for the return of certain programming
time slots back to the Station Affiliates, commencing in the
2009-2010, 2010-2011, or 2011-2012 broadcast seasons.  Greater
control over programming time slots will give the Station
Affiliates the flexibility to air alternate programming and
retain more commercial advertising inventory to sell to
advertisers, the key source of revenue of the Stations
Affiliates.

A full-text copy of the New Agreements is available for free at
http://bankrupt.com/misc/Tribune_CWAgreement.pdf

According to Kate J. Stickles, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Wilmington, Delaware, the reallocation
of the programming time slots in the New Agreements is
anticipated to provide enhanced economic benefits to the Station
Affiliates in the form of increased advertising revenue, relative
to the existing Prepetition Affiliation Agreements.

"Tribune Broadcasting and the Station Affiliates desire to enter
into the New Agreements at this juncture in order to secure the
economic benefits of these additional programming time slots for
the 2009-2010 broadcast season," Ms. Stickles relates.  "The CW
must commit to license programming worth hundreds of millions of
dollars by early May 2009, in order to acquire first-run
television programming for its 2009-2010 television season."

However, Ms. Stickles avers, the CW cannot finalize its program
schedule without a binding agreement that the Station Affiliates
will continue to broadcast the CW Programming.  The majority of
the CW's revenue comes from advertising commitments contracted
during the annual "Advertising Upfront," she adds.  To have its
network program schedule for the 2009-2010 season in place by the
date of the Upfront Presentation, the CW must commit to the
acquisition of programming several weeks prior to the Upfront
Presentation, Ms. Stickles says.

The CW had filed a joinder to the Debtor's Motion seeking
approval of the New Agreements.

Tribune Broadcasting and the CW have sought and obtained the
Court's authority to file unredacted versions of the New
Agreements under seal.  The parties related that certain
provisions of the New Agreements reflect information that is
confidential, propriety, or commercially or competitively
sensitive to either or both parties.

The Debtors told the Court that following their discussions with
the Official Committee of Unsecured Creditors, they have made
certain revisions to the form of the Station Affiliation
Agreement and the Side Letter Agreement.  A full-text copy of the
changes is available for free at:

  http://bankrupt.com/misc/Tribune_CWAffilicationAgreement3.pdf
  http://bankrupt.com/misc/Tribune_LetterAgreement3.pdf

Prior to the Court's order, Ms. Stickles filed with the Court
certifications of no objections as to the motion of Tribune
Broadcasting to approve the CW Agreement and the joint motion of
Tribune Broadcasting and the CW to file under seal unredacted
versions of certain station affiliation agreement.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Sidley Austin Bills $1.7MM, A&M $1.3MM for March Work
-----------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code,
bankruptcy professionals retained in the bankruptcy cases of
Tribune Company filed with the U.S. Bankruptcy Court for the
District of Delaware interim fee applications:

A. Debtors' Professionals

Professional               Period          Fees        Expenses
------------               ------          ----        --------
Sidley Austin LLP        03/01/09-
                          03/31/09      $1,699,809       $30,501

Alvarez & Marsal North   03/01/09-
America, LLC             03/31/09       1,294,259        10,403

Paul, Hastings, Janofsky 03/01/09-
& Walker LLP             03/31/09         102,618           252

Jenner & Block LLP       03/01/09-
                          03/31/09         179,873         3,549

Reed Smith LLP           03/01/09-
                          03/31/09          12,267           117

Daniel J. Edelman, Inc.  03/01/09-
                          03/31/09           4,443           102

Lazard Freres & Co. LLC  02/01/09-
                          02/28/09         200,000         5,810

PricewaterhouseCoopers   02/01/09-
LLP                      02/28/09         316,813             0

PricewaterhouseCoopers   12/08/08-
LLP                      01/31/09         459,264        15,489

Lazard Freres & Co. LLC  12/08/08-
                          02/28/09         554,839        12,037

Sidley Austin serves as the Debtors' counsel.  For the application
period, Sidley Austin professionals worked for an aggregate of
3,148 hours.  The firm has 38 partners, 37 associates, and
approximately 20 project and legal assistants.

Alvarez & Marsal serves as the restructuring advisor to the
Debtors.  For the compensation period, Alvarez & Marsal rendered
services to the Debtors for approximately 3,502 hours.

Reed Smith serves as special counsel for insurance matters to the
Debtors.  Jenner & Block serve as special counsel to the Debtors.
Paul Hastings serves as special counsel for general real estate
to the Debtors.  Daniel J. Edelman is the Debtors' corporate
communication and investor relations consultant.
PricewaterhouseCoopers serves as tax advisors and independent
auditors to the Debtors.  Lazard Freres serves as investment
banker and financial advisor to the Debtors.

Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, discloses that she has
received no objections to the monthly applications of Alvarez &
Marsal North America, LLC, Sidley Austin LLP, Lazard Freres & Co.
LLC, and Paul, Hastings, Janofsky & Walker LLP.  In accordance
with the Court's January 15, 2009 Order Establishing Procedures
for Interim Compensation and Reimbursement of Expenses, the firm
may be paid:

Professional             Period        80% Fees    100% Expenses
------------             ------        --------    -------------
Alvarez & Marsal         02/01/09-
                          02/28/09       $849,488      $17,085

Sidley Austin            02/01/09-
                          02/28/09        990,714       52,992

Lazard Freres & Co. LLC  12/08/08-
                          01/31/09        354,839        6,227

Paul, Hastings, Janofsky 12/08/08-
& Walker LLP             01/31/09        180,094          167

                          02/01/09-
                          02/28/09         96,615           27

                          12/01/08-
                          02/28/09        345,887         $194

Cole, Schotz, Meisel,    12/08/08-
Forman & Leonard, P.A.   01/31/09        187,130       21,827

                          02/01/09-
                          02/28/09         67,893        3,674

                          12/08/08-
                          02/28/09        318,780       25,502

McDermott Will & Emery   12/08/08-
LLP                      02/28/09        530,504        6,808

Jenner Block LLP         12/08/08-
                          02/28/09         90,021        2,386

Sidley Austin LLP        12/08/08-
                          02/28/09      3,897,043      165,360

Alvarez & Marsal North   12/08/08-
America, LLC             02/28/09      2,812,156       26,044

Lazard Freres relates it has received payment of $154,839, thus
the Debtors are authorized to pay it $206,227.

B. Official Committee of Unsecured Creditors' Professionals

Professional               Period           Fees     Expenses
------------               ------           ----     --------
Chadbourne & Parke LLP   03/01/09-
                          03/31/09       $530,855      $12,315

AlixPartners, LLP        03/01/09-
                          03/31/09        412,954        3,978

Moelis & Company LLC     03/01/09-
                          03/31/09        200,000       11,052

Committee Members        03/01/09-
                          03/31/09              -        1,242

Landis Rath & Cobb LLP   03/01/09-
                          03/31/09         27,981        1,585

Chadbourne and Landis Rath are the co-counsel to the Committee.
Moelis is the Committee's investment banker.  AlixPartners serves
as the Committee' financial advisor.

Cory J. Falgowski, Esq., at Reed Smith LLP, in Wilmington,
Delaware, had submitted with the Court a certificate of no
objection to the first monthly fee application of Reed Smith LLP,
as special counsel for certain insurance matters to the Debtors,
for the period from December 8, 2008 through February 28, 2009.
According to Ms. Falgowski, the Debtors are now authorized to pay
her firm $78,609, which represents 80% of the total fees, and
$2,535, which represents 100% of the expenses requested.

In separate filings, Mona A. Parikh, Esq., at Landis Rath & Cobb
LLP, in Wilmington, Delaware, had submitted with the Court
certifications of no objections as to the Committee
professionals' fee applications.  Accordingly, the Debtors may
now pay the professionals 80% of the fees and 100% of expenses:

Professional               Period           Fees     Expenses
------------               ------           ----     --------
Moelis & Company LLC     01/06/09-
                          01/31/09          $134,193   $10,672

                          02/01/09-
                          02/28/09           160,000     9,149

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: To Sell Westline Property for $6,050,000
----------------------------------------------------
Tribune Company and its affiliates seek authority from the U.S.
Bankruptcy Court for the District of Delaware to enter into a
direct lease with Mosby, Inc., its current sub-lessee, for a
parcel of real property commonly known as 11830 Westline
Industrial Drive, in Maryland Heights, Missouri, and as part of
the same overall transaction, sell the Westline Property to Summit
Westline Investors, LLC, on the terms and conditions set forth in
the Purchase and Sale Agreement dated March 11, 2009, as amended.

Tribune Company began marketing the Westline Property in February
2008 and has negotiated and executed a sale agreement with Summit
Westline Investors, LLC.  Summit Westline initially offered
$8,100,000 for the Property but reduced the purchase price due to
lost rental income stream of approximately $250,000 per month due
to the delay of the original closing scheduled for December 2008,
which has now been extended through early June 2009.  The Debtors
withdrew its prior motion to sell the Westline Property due to
disputes with Summit Westline regarding the purchase price
amount.

Pursuant to the Amended Agreement, Summit Westline will purchase
the Westline Property for $6,050,000, paid in full in cash at
closing, subject to prorations and adjustments.  A full-text copy
of the Amended Agreement is available for free at:

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

The Westline Property is the headquarters for the Los Angeles
Times, and the headquarters and printing facilities for the
Baltimore Sun and the Hartford Courant.  Neither Tribune nor any
of the other Debtors have conducted any of their own business
operations on the Westline Property, nor do any of the Debtors
anticipate having any need to use the Westline Property directly
in the future.

In return for the adjustment to the original price, Tribune has
asked, and Summit Westline has agreed, to increase the amount of
the earnest money deposit by $50,000 in addition to the $250,000
that has been deposited into an escrow pursuant to the Agreement.

The Debtors relate that the sale of the Westline Property will be
free and clear of liens, claims and encumbrances, including the
interest of the Debtors' postpetition DIP lenders, pursuant to
Section 363(f) of the Bankruptcy Code.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: U.S. Trustee Balks at Payment of Severance, Incentives
-----------------------------------------------------------------
Roberta A. DeAngelis, the acting U.S. Trustee for Region 3,
asserts that the "necessity of doctrine" does not authorize
Tribune Company to pay severance to terminated employees prior to
the implementation of the postpetition severance plan.  She
maintains that the doctrine should only be employed to prepetition
claims "if such payment was essential to the continued operation
of the debtor."

Regarding the Debtors' assertion that non-payment would jeopardize
the morale and confidence of active employees, Ms. DeAngelis
contends that the Debtors are presently authorized by the Court to
pay severance benefits to both union and non-union employees
terminated after February 4, 2009, and thus, current employees
will not be looking at the present Motion with an eye towards
determining whether their own benefits will be paid.

Ms. DeAngelis also objects to the Debtors' bid to pay more than
$13 million in 2008 incentive payments.

Ms. DeAngelis notes that the Debtors suggest that paying the 2008
bonuses is necessary to preserve employee morale.  However, she
complains, the Debtors have not proven a causal link between
payment of these bonuses and their ability to continue operating
their businesses.  Ms. DeAngelis leaves the Debtors their burden
in this regard and reserves the right to be heard on the substance
of the relief requested.

Ms. DeAngelis also balks at the Debtors' request to file portions
of the Mercer report under seal.  Ms. DeAngelis avers the Debtors
have not demonstrated that the information contained in the Mercer
Report is "confidential information" for purposes of Section
107(b) of the Bankruptcy Code.  Accordingly, she asserts, to the
extent that the Debtors establish that part of the Mercer Report
should be sealed, the balance of the document should be publicly
filed.

Judge Kevin Carey has authorized the Debtors to make certain
payments for 2008 pursuant to prepetition incentive plans and
other obligations.  Judge Carey's order made no mention about the
fate of the U.S. Trustee's objection.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRILOGY DEVELOPMENT: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Kevin Collison at The Kansas City Star reports that Robert
Bernstein has filed a Chapter 11 bankruptcy petition for Trilogy
Development Co. LLC in the U.S. Bankruptcy Court in the Western
District of Missouri.

Court documents say that Trilogy Development listed $100 million
to $500 million in liabilities owed to 50 to 99 creditors.
According to The Kansas City Star, Trilogy Development has more
than $120 million in debts for the mixed-use development at 48th
Street and Belleview Avenue.

The Kansas City Star relates that Trilogy Development's debts
include $13.87 million arbitration judgment owed to JE Dunn
Construction Co., the contractor that left the West Edge project
in 2008 amid disputes with the Company about the project's
progress.  The Kansas City Star states that the complex became
mired in a bitter cost dispute between Trilogy Development and
J.E. Dunn.

Mr. Bernstein said in court documents, "It gives us the
opportunity to put it in the right place to be finished."  Trilogy
Development won't complete West Edge, The Kansas City Start
states, citing R. Pete Smith at McDowell Rice Smith & Buchanan PC,
the attorney for Mr. Bernstein.  The Kansas City Star quoted
McDowell Rice, the attorney for Smith & Buchanan, as saying "Let's
let somebody else have a swing at the bat," and several parties
have expressed interest in buying the development.

The Kansas City Star relates that the city approved $31.6 million
in tax-increment financing assistance for West Edge.

J.E. Dunn, says The Kansas City Star, sued Trilogy Development in
June 2007, saying that design changes had increased costs by
$22 million.  Trilogy Development argued that the changes were
minor and demanded that the contractor complete the job for
$85.7 million, the agreed-upon price, The Kansas City Star
relates.  According to The Kansas City Star, the dispute resulted
in court-supervised arbitration.  The report says that
construction continued, but the relationship between developer and
contractor deteriorated.  J.E. Dunn dismantled the two tower
cranes, pulled its crews and left the project in September 2008,
the report states.  According to the report, Trilogy Development
hired Walton Construction Co. to complete the job.

The Kansas City Star relates that J.E. Dunn filed a mechanic's
lien claiming that the firm and its subcontractors were owed about
$12.5 million for work completed between June and September 2008.
The contractor, states The Kansas City Star, had been paid about
$65 million before leaving the project.  Trilogy Development was
filing the appeal on the mechanic's lien, says the report.

Trilogy Development Co. LLC is the entity formed by advertising
magnate Bob Bernstein to build the West Edge project.


TRILOGY DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Trilogy Development Company, LLC
        4600 Madison, Suite 1500
        Kansas City, MO 64112

Bankruptcy Case No.: 09-42219

Type of Business: The Debtor is founded by advertising magnate Bob
                  Bernstein to build his west edge project.

Chapter 11 Petition Date: May 15, 2009

Court: Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: Jonathan A. Margolies, Esq.
                  jmargolies@mcdowellrice.com
                  R. Pete Smith, Esq.
                  petesmith@mcdowellrice.com
                  McDowell, Rice, Smith & Buchanan
                  605 W. 47th St. Ste 350
                  Kansas City, MO 64112-1905
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996

Estimated Assets: $100 million to $50 million

Estimated Debts: $100 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
BB Syndication Services Inc.                     $61,536,894
7700 Mineral Point Road
Suite 310
Madison, WI 53717

M&I Bank                                         $31,940,000
800 West 47th Street
Kansas City, MO 64112

J.E. Dunn Construction Co.     litigation        $13,874,135
929 Holmes
Kansas City, MO 64106

Robert A. Bernstein            note payable      $3,982,787
4600 Madison, Ste. 1500
Kansas City, MO 64112

Walton Construction Co. LLC    trade debt        $3,261,018
3252 Roanoke
Kansas City, MO 64111

Pathway Development Co. LLC    trade debt        $1,142,325
4600 Madison Avenue, Ste 1500
Kansas City, Mo 64112

Gould Evans Associates         trade debt        $651,762

Bryan Cave LLP                 legal services    $824,538

BNIM Inc.                      trade debt        $230,000

Gyro Properties LLC            advance           $213,500

Domina Law Group PC            legal services    $176,824

Bernstein-Rein Advertising     trade debt        $146,758

AICCO Inc.                     trade debt        $127,771

McCartan                       trade debt        $90,420

The Wackenhut Corporation      trade debt        $85,690

E&J Specialty Contractor Inc.  trade debt        $69,466

Duncan Interiors Inc.          trade debt        $51,118

Power Construction Services    trade debt        $49,900

Lewis Rice & Fingersh LLC      legal services    $47,779

Miller Law Firm                trade debt        $47,291

The petition was signed by Larry A. Lunsford, manager.


TRUMP ENTERTAINMENT: Plaza Hotel Seeks to Recover Casino Rent Fees
------------------------------------------------------------------
Plaza Hotel Management Company sues Trump Entertainment Resorts
Holdings L.P. and its debtor-affiliates to recover out of the cash
collateral generated by the Debtors' casino, and pay postpetition
rentals under a certain ground lease agreement dated July 11,
1980, with the Debtors, before the U.S. Bankruptcy Court for the
District of New Jersey.

Plaza Hotel wants to modify and clarify the cash collateral order
so that the Debtors' postpetition secured parties are able to pay
rental, and all other costs and expenses under the agreement.  The
Court authorized on March 23, 2009, the Debtors to use cash
collateral of their prepetition secured creditors.

Plaza Hotel owns certain premises in Atlantic City, New Jersey,
leased by the Debtors.

The complaint points out that the prepetition secured parties'
lien in the lease premises is subject and subordinate to Plaza
Hotel's fee interest and is conditioned upon the Debtors' or the
prepetition secured parties' performance of the tenant's monetary
and non-monetary obligations under the terms of the ground lease.
It has the right to end the ground lease and recover possession of
the lease premises if the prepetition secured parties failed to
cure any default, Plaza Hotel asserts.

David N. Ravin, Esq., at Wolff & Samson PC, represents Plaza
Hotel.

A full-text copy of the complaint together with the description of
the leased premises is available for free at:

               http://ResearchArchives.com/t/s?3cf9

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.


TXCO RESOURCES: Files for Bankruptcy, Secures $32MM DIP Loan
------------------------------------------------------------
TXCO Resources Inc. and its subsidiaries have filed voluntary
petitions for relief under chapter 11 of the U.S. Bankruptcy Code
in the United States Bankruptcy Court for the Western District of
Texas.

The filing was precipitated by a series of events that led to a
contraction in TXCO's liquidity, impairing its ability to operate
its business.  The Company has continued to experience substantial
difficulties in meeting short-term cash needs, particularly in
relation to vendor commitments.  Extreme volatility in energy
prices and a deteriorating global economy have created
difficulties in the capital markets and have hindered TXCO's
ability to raise debt or equity capital.  Faced with these
constraints, and after extensive efforts to improve the Company's
liquidity, TXCO and its subsidiaries filed their chapter 11
petitions.

The other Debtors are TXCO Energy Corp., a Texas corporation,
Eagle Pass Well Services, L.L.C., a Texas limited liability
company, TXCO Drilling Corp., a Texas corporation, Texas Tar
Sands, Inc., a Texas corporation, Charro Energy, Inc., a Texas
corporation, Output Acquisition Corp., a Texas corporation, OPEX
Energy, LLC, a Texas limited liability company, PPL Operating,
Inc., a Texas corporation, Maverick Gas Marketing, Ltd., a Texas
limited partnership, and Maverick Dimmit Pipeline, Ltd., a Texas
limited partnership.

The Company has filed a variety of first day motions with the
Court that, with Court approval, will allow it to continue to
conduct business without interruption.  These motions are
primarily designed to obtain post bankruptcy financing and
minimize the impact on the Company's operations, customers and
employees.  During the reorganization process, suppliers should
expect to be paid for post-petition purchases of goods and
services in the ordinary course of business.

TXCO filed a motion with the Bankruptcy Court for an interim order
seeking approval of an anticipated debtor-in-possession financing
pursuant to a Summary of Terms and Conditions with potential DIP
lenders.  The DIP Term Sheet contemplates that certain lenders
would provide to TXCO debtor-in-possession financing composed of a
multiple draw term loan facility in an aggregate principal amount
of up to $32,000,000, with an initial $12,500,000 anticipated to
be made available on an interim basis subject to the fulfillment
by TXCO of specified conditions precedent, including entry by the
Bankruptcy Court of an interim order.  The anticipated commitment
of the DIP lenders to provide DIP loans under the DIP Facility is
subject to a number of conditions, including entry by the
Bankruptcy Court of an interim order and completion of loan
documentation satisfactory in form and substance to the DIP
lenders. There can be no assurance that TXCO will be able to
obtain financing on the terms proposed in the DIP Term Sheet or at
all.

As a result of the Bankruptcy Filing, the Debtors are periodically
required to file various documents with, and provide certain
information to, the Bankruptcy Court, including statements of
financial affairs, schedules of assets and liabilities, monthly
operating reports and other financial information.

On April 22, 2009, the Company received Notice of Acceleration
documents from the lenders under the $50 million Senior Credit
Agreement and the $100 million Term Loan Agreement, which demands
immediate payment of the entire amounts due under the facilities
and terminates the lenders' commitments to make additional
revolving credit loans.  Any efforts to enforce the payment
obligations against the Company under the credit facilities are
stayed as a result of the commencement of the chapter 11 cases.

The Company also said that on May 15, 2008, its Bylaws were
amended to provide that the Company's Controller will be the
principal accounting officer of the Company.  By virtue of such
amendment, the Company's current Controller, Richard A. Sartor,
became the Company's principal accounting officer.

Mr. Sartor, 56, has served as the Company's Controller since April
1997.  He has nearly 30 years of accounting and energy industry
experience.  A Certified Public Accountant since 1980, Mr. Sartor
operated a private accounting practice from 1989 to 1997 and has
been with such companies as Tesoro Petroleum, Gulf Energy &
Development and Hondo Oil & Gas. Mr. Sartor received a Bachelor of
Business Administration degree from the University of Texas at
Austin and an MBA from the University of Texas at San Antonio.

                       About TXCO Resources

TXCO Resources Inc. -- http://www.txco.com/-- is an independent
oil and gas enterprise with interests in the Maverick Basin, the
onshore Gulf Coast region and the Marfa Basin of Texas, and the
Midcontinent region of western Oklahoma.  TXCO's business strategy
is to acquire undeveloped mineral interests and internally
developing a multi-year drilling inventory through the use of
advanced technologies, such as 3-D seismic and horizontal
drilling.  It accounts for its oil and gas operations under the
successful efforts method of accounting and trades its common
stock on Nasdaq's Global Select Market under the symbol "TXCO."


US BANCORP: Fitch Affirms Support Rating Floor at 'BB-'
-------------------------------------------------------
Fitch Ratings has affirmed U.S. Bancorp's ratings including its
Long and Short-term Issuer Default Ratings at 'AA-/F1+'.
Additionally, Fitch has revised USB's Rating Outlook to Stable
from Positive.

The Outlook revision echoes Fitch's view that while USB will
likely continue to outperform peers across numerous measures, the
current challenging and uncertain economic environment will
preclude a ratings upgrade in the near term.  The affirmation of
USB's ratings at their current high levels reflects the company's
comparatively strong position versus many peers, including its
diverse sources of non-interest income, and disciplined expense
management.  USB operates one of the premier banking franchises in
the U.S. with a retail banking network spanning 24 states, which
is augmented by meaningful presence in payment systems, corporate
trust, asset management, and business credit cards.

While not immune from the asset quality pressures facing the
banking industry, to date USB has fared relatively better than
many other financial institutions.  Previous steps intended to
reduce the risk profile of the organization have paid off as the
company has scaled back or exited some of the higher risk segments
of its loans portfolio and Fitch believes USB's performance in
this downturn will continue to be better than its performance in
the previous recession and relatively better than peers.  That
said, the banking environment is likely to remain challenging and
Fitch anticipates that USB will experience continued credit
deterioration.  In addition, earnings are expected to trend
significantly lower than USB's usual robust levels.  However,
Fitch expects to see USB's performance continue to outpace peers,
as USB's high level of revenue generation enables the company to
fund higher losses and remain comfortably profitable.

USB passed the government stress test in good shape with no
additional common issuance required.  The company recently
completed a common stock issuance totaling $2.5 billion.  This may
position the company to be able to repay the $6.6 billion in
capital purchase program preferred issued to the U.S. Treasury.

Fitch has affirmed these ratings with a Stable Outlook:

U.S. Bancorp

  -- Long-term IDR at 'AA-';
  -- Senior debt at 'AA-';
  -- Subordinated debt at 'A+';
  -- Preferred stock at 'A+';
  -- Short-term IDR at 'F1+';
  -- Commercial paper at 'F1+';
  -- Individual at 'A/B';
  -- Support at '5';
  -- Support Floor at 'NF';
  -- FDIC Guaranteed Long-term debt 'AAA';
  -- FDIC Guaranteed short-term debt 'F1+'.

U.S. Bank, NA

  -- Long-term deposits at 'AA';
  -- Short-term deposits at 'F1+';
  -- Long-term IDR at 'AA-';
  -- Senior debt at 'AA-';
  -- Subordinated debt at 'A+';
  -- Short-term IDR at 'F1+';
  -- Individual at 'A/B';
  -- Support at '3';
  -- Support Floor at 'BB-';

U.S. Bank NA ND

  -- Long-term deposits at 'AA';
  -- Short-term deposits at 'F1+';
  -- Long-term IDR at 'AA-';
  -- Senior debt at 'AA-';
  -- Subordinated debt at 'A+';
  -- Short-term IDR at 'F1+';
  -- Individual at 'A/B';
  -- Support at '3';
  -- Support Floor at 'BB-';

U.S. Bancorp Capital I
Firstar Capital Trust I
Star Capital I
Mercantile Capital Trust I
USB Capital VI
USB Capital VII
USB Capital VIII
USB Capital IX
USB Capital X
USB Capital XI
USB Capital XII
USB Realty Corp.

  -- Preferred at 'A+'.

Mercantile Bancorp.

  -- Subordinated debt at 'A+'.


USI HOLDING: S&P Retains 'CCC' Rating on $225 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
recovery rating of '6' to USI Holding Corp.'s $225 million of
senior unsecured notes and $175 million of senior subordinated
notes, while leaving the issue-level rating on these securities
unchanged at 'CCC' (two notches lower the 'B-' counterparty credit
rating on the company).  A recovery rating of '6' indicates S&P's
expectation of negligible (0%-10%) recovery for lenders in the
event of a payment default.

Standard & Poor's rates USI Holdings Corp.'s $550 million senior
secured term loan B and $100 million revolving credit facility 'B'
(one notch higher than the 'B-' counterparty credit rating on the
company).  The recovery rating is '2', indicating S&P's
expectation of substantial (70%-90%) recovery for lenders in the
event of a payment default.


WILSON ALVAREZ LUNA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Wilson Alvarez Luna
           fdba Nephesh Wood Recycling, Inc
           fdba Don Quijote Pizza
           fdba Papa Yaca
        Box 1040
        Cidra, PR 00739

Bankruptcy Case No.: 09-03965

Chapter 11 Petition Date: May 15, 2009

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

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  P O Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  Email: vgratacd@coqui.net

Total Assets: $3,217,680

Total Debts: $2,714,991

A full-text copy of Mr. Luna's petition, including his list of 20
largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/prb09-03965.pdf

The petition was signed by Mr. Luna.


WELLCARE HEALTH: Resolves SEC Accounting Probe
----------------------------------------------
WellCare Health Plans, Inc., has resolved an informal
investigation by the U.S. Securities and Exchange Commission.  The
informal investigation involved certain of the Company's periodic
filings.  Without admitting or denying the allegations, WellCare
has agreed to the entry of a final judgment that includes a
permanent injunction against any future violations of certain
provisions of the federal securities laws.  In addition, over a
period of one year, the Company will pay a total civil penalty of
$10 million, and $1 for disgorgement, plus post-judgment interest.
The first payment in the amount of $2.5 million is due within 30
days.

"We are pleased that this matter has been resolved," said Thomas
F. O'Neil III, senior vice president and general counsel of
WellCare.  "From the outset, WellCare cooperated fully with the
SEC, and we are committed to enterprise-wide regulatory compliance
and ethical business practices."

As previously disclosed, on July 21, 2008, upon the recommendation
of the Audit Committee of the Board of Directors, the Board
concluded that WellCare should restate certain previously issued
consolidated financial statements.  The restatements related to
accounting errors identified with respect to compliance with
refund requirements in certain contracts.  WellCare now is current
in its financial reporting, including filings with the SEC.

On May 5, 2009, WellCare resolved previously disclosed
investigations by the U.S. Attorney's Office for the Middle
District of Florida and the Florida Attorney General's Office by
entering into a Deferred Prosecution Agreement.  The Company is
cooperating fully and engaged in resolution discussions with the
Civil Division of the U. S. Department of Justice and the Office
of Inspector General of the U.S. Department of Health and Human
Services.

As disclosed in WellCare's Form 10-Q for the period ended
March 31, 2009, the Company established an accrual of $50 million
for the potential liability associated with certain government
investigation resolution discussions, including those with the
SEC.  The amount of the SEC resolution is consistent with the
Company's expectations at the time the accrual was established.
Therefore, the Company will not record any incremental expense for
the SEC resolution.

                      About WellCare Health

WellCare Health Plans, Inc. -- http://www.wellcare.com-- provides
managed care services exclusively for government-sponsored
healthcare programs, focusing on Medicaid and Medicare.
Headquartered in Tampa, Florida, WellCare offers a variety of
health plans for families, children, and the aged, blind, and
disabled, as well as prescription drug plans.  The Company served
approximately 2.5 million members nationwide as of March 31, 2009.

As reported by the Troubled Company Reporter on May 11, 2009,
Standard & Poor's Ratings Services said that WellCare Health Plans
Inc.'s (B-/Negative/--) announcement that it has reached a
resolution to the government investigation does not affect S&P's
ratings or outlook on the company.

According to the TCR on April 6, 2009, Moody's Investors Service
confirmed the senior debt rating of WellCare Health Plans, Inc. at
Ba2.  The outlook was changed to negative.


WINMAR PIZZA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Winmar Pizza, L.P.
        9400 N. Central Expwy
        Suite 1304
        Dallas, TX 75231

Bankruptcy Case No.: 09-33027

Chapter 11 Petition Date: May 15, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Richard W. Ward, Esq.
                  6860 N. Dallas Parkway
                  Suite 200
                  Plano, TX 75024
                  Tel: (214) 220-2402
                  Email: rwward@airmail.net

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/txnb09-33027.pdf

The petition was signed by Norman Winton.


YELLOWSTONE CLUB: Credit Suisse Asks Court to Say It Won Auction
----------------------------------------------------------------
Steven Church at Bloomberg News reports that Credit Suisse Group
AG has asked the Hon. Ralph Kirscher of the U.S. Bankruptcy Court
for the District of Montana to declare that it has won an auction
for Yellowstone Club.

According to Bloomberg, people familiar with the matter said that
Judge Kirscher started a court hearing last week to decide whether
Credit Suisse or CrossHarbor Capital Partners LLC made the
"highest and best" bid for the club.

Bloomberg relates that Judge Kirscher made it more difficult for
Credit Suisse to win the bidding when he ruled on May 13 that the
bank had arranged a "predatory" loan to Yellowstone Club of about
$375 million that would be unlikely to be repaid.  Judge Kirscher,
says Bloomberg, lowered Credit Suisse's payback priority below
other creditors, including CrossHarbor.  Bloomberg states that
Judge Kirscher ruled that Credit Suisse include at least
$43 million in cash in any bid for Yellowstone Club.

Court documents say that Yellowstone Club founders Tim and Edra
Blixseth took $209 million of the Credit Suisse loan for personal
use.  Credit Suisse, Bloomberg relates, is offering to pay
creditors at least $43 million in cash and to retire the debt left
on the loan.  CrossHarbor Capital, according to Bloomberg, has
offered creditors about $30 million in cash, plus a $70 million
note.  CrossHarbor Capital s agreed to spend as much as
$75 million on Yellowstone itself, according to Bloomberg.

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 November 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.


YOUNG BROADCASTING: Court Dismisses Allan-Miodownik Appeal
----------------------------------------------------------
The Hon. Alvin K. Hellerstein of the U.S. Bankruptcy Court for the
Southern District of New York dismissed an appeal arguing that the
Court erred in allowing Young Broadcasting Inc. and its debor-
affiliates to employ Sonnenschein Nath & Rosenthal LLP as their
bankruptcy counsel filed on March 20, 2009, by Thomas T. Allan,
Jr., and Hela Miodownik.

Mr. Allan claiming 15,172 shares of the Debtors' common stock
filed the only objection to the Debtors' employment request,
according to papers filed with the Court.  The firm should be
disqualified as the Debtors' counsel because it has represented
them as outside counsel from 2000 to 2007, and worked on a 2003
bond offering for the Debtors, Mr. Allan asserted.

Ms. Miodownik claimed 105 shares of the Debtors' common stock.
She did not object to the Debtors' retention request but joined in
the appeal.

However, Judge Hellerstein overruled Mr. Allan's objection on
ground that his standing was "far too attenuated" for him to be a
party-in-interest because his shares are worthless since it has
been sold a long time ago.

                     About Young Broadcasting

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young Inc.  Five stations are affiliated
with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV
- Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and
WBAY-TV -Green Bay, WI), three are affiliated with the CBS
Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA
and KELO- TV - Sioux Falls, SD), one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA) and one is affiliated
with MyNetwork (KRON-TV - San Francisco, CA).  In addition, KELO-
TV-Sioux Falls, SD is also the MyNetwork affiliate in that market
through the use of its digital channel capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the Official Committtee of Unsecured Creditors as
counsel.  The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.


* Fitch Puts Ratings on Nine Banking Companies on Negative Watch
----------------------------------------------------------------
Earlier, Fitch Ratings placed certain ratings for nine U.S.
banking companies and their bank subsidiaries on Rating Watch
Negative, as detailed in a press release published earlier.

These rating actions complete the initial phase of Fitch's most
recent U.S. bank review announced earlier this month and reflect
increased vulnerability of the institutions in question to further
loan quality declines.

Fitch has taken these rating actions:

BB&T Corporation

  -- Long-term IDR, rated 'AA-', placed on Rating Watch Negative;

  -- Individual, rated 'A/B', placed on Rating Watch Negative;

  -- Senior debt, rated 'AA-', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'A+', placed on Rating Watch
     Negative;

  -- Preferred stock, rated 'A+', placed on Rating Watch Negative;

  -- Short-term IDR affirmed at 'F1+';

  -- Short-term debt affirmed at F1+';

  -- Support affirmed at '5';

  -- Support Floor affirmed at 'NF'.

Branch Banking and Trust Company

  -- Long-term IDR, rated 'AA-', placed on Rating Watch Negative;

  -- Individual, rated 'A/B', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'AA', placed on Rating Watch
     Negative;

  -- Senior debt, rated 'AA-', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'A+', placed on Rating Watch
     Negative;

  -- Short-term IDR affirmed at 'F1+';

  -- Short-term debt affirmed at 'F1+';

  -- Short-term deposits affirmed at 'F1+';

  -- Support affirmed at '4';

  -- Support Floor affirmed at 'B'.

BB&T Financial, FSB

  -- Long-term IDR, rated 'AA-', placed on Rating Watch Negative;
  -- Individual, rated 'A/B', placed on Rating Watch Negative;
  -- Short-term IDR affirmed at 'F1+';
  -- Support affirmed at '4';
  -- Support Floor affirmed at 'B';

BB&T Capital Trust I
BB&T Capital Trust II
BB&T Capital Trust IV
BB&T Capital Trust V

  -- Preferred stock, rated 'A+', placed on Rating Watch Negative;

Discover Financial Services

  -- Long-term IDR, rated 'BBB', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F2', placed on Rating Watch Negative;

  -- Individual, rated 'B/C', placed on Rating Watch Negative;

  -- Senior debt, rated 'BBB', placed on Rating Watch Negative;

  -- Preferred stock, rated 'BB+', placed on Rating Watch
     Negative;

  -- Support affirmed at '5';

Discover Bank

  -- Long-term IDR, rated 'BBB', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F2', placed on Rating Watch Negative;

  -- Individual, rated 'B/C', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'BBB+', placed on Rating Watch
     Negative;

  -- Senior debt, rated 'BBB', placed on Rating Watch Negative;

  -- Short-term deposits, rated 'F2', placed on Rating Watch
     Negative;

  -- Support affirmed at '5';

Fifth Third Bancorp

  -- Long-term IDR, rated 'A', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F1', placed on Rating Watch Negative;

  -- Individual, rated 'B/C', placed on Rating Watch Negative;

  -- Senior debt, rated 'A', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'A-', placed on Rating Watch
     Negative;

  -- Preferred stock, rated 'A-', placed on Rating Watch Negative;

  -- Short-term debt, rated 'F1', placed on Rating Watch Negative;

  -- Support affirmed at '5';

  -- Support Floor affirmed at 'NF'.

Fifth Third Bank (Ohio)

  -- Long-term IDR, rated 'A', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F1', placed on Rating Watch Negative;

  -- Individual, rated 'B/C', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'A+', placed on Rating Watch
     Negative;

  -- Senior debt, rated 'A', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'A-', placed on Rating Watch
     Negative;

  -- Short-term deposits, rated 'F1', placed on Rating Watch
     Negative;

  -- Support affirmed at '4';

  -- Support Floor affirmed at 'B';

Fifth Third Bank (Michigan)

  -- Long-term IDR, rated 'A', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F1', placed on Rating Watch Negative;

  -- Individual, rated 'B/C', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'A+', placed on Rating Watch
     Negative;

  -- Short-term deposits, rated 'F1', placed on Rating Watch
     Negative;

  -- Support affirmed at '4';

  -- Support Floor affirmed at 'B';

Fifth Third Capital Trust IV
Fifth Third Capital Trust V
Fifth Third Capital Trust VI
Fifth Third Capital Trust VII

  -- Preferred stock, rated 'A-', placed on Rating Watch Negative;

KeyCorp

  -- Long-term IDR, rated A', placed on Rating Watch Negative;

  -- Short-term IDR, rated F1', placed on Rating Watch Negative;

  -- Individual, rated B', placed on Rating Watch Negative;

  -- Senior debt, rated 'A', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'A-', placed on Rating Watch
     Negative;

  -- Preferred stock, rated 'A-', placed on Rating Watch Negative;

  -- Short-term debt, rated 'F1', placed on Rating Watch Negative;

  -- Support affirmed at '5';

  -- Support Floor affirmed at 'NF';

  -- TLGP Senior debt affirmed at 'AAA';

  -- TLGP Short-term debt affirmed at 'F1+';

KeyBank NA

  -- Long-term IDR, rated 'A', placed on Rating Watch Negative

  -- Short-term IDR, rated 'F1', placed on Rating Watch Negative

  -- Individual, rated 'B', placed on Rating Watch Negative

  -- Long-term deposits, rated 'A+', placed on Rating Watch
     Negative

  -- Senior debt, rated 'A', placed on Rating Watch Negative

  -- Subordinated debt, rated 'A-', placed on Rating Watch
     Negative

  -- Short-term deposits, rated 'F1', placed on Rating Watch
     Negative

  -- Support affirmed at '4';

  -- Support Floor affirmed at 'B';

  -- TLGP senior debt affirmed at 'AAA';

  -- TLGP short-term debt affirmed at 'F1+';

Key Bank USA, NA

  -- Long-term deposits, rated 'A+', placed on Rating Watch
     Negative

Key Corporate Capital, Inc.
Key Treasury Management Company

  -- Long-term IDR, rated 'A', placed on Rating Watch Negative
  -- Short-term IDR, rated 'F1', placed on Rating Watch Negative

KeyCorp Institutional Capital A
KeyCorp Institutional Capital B
KeyCorp Capital I
KeyCorp Capital II
KeyCorp Capital III
KeyCorp Capital VII
KeyCorp Capital VIII
KeyCorp Capital IX
KeyCorp Capital X

  -- Preferred stock, rated 'A-', placed on Rating Watch Negative

M&T Bank Corporation

  -- Long-term IDR, rated 'A-', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F1', placed on Rating Watch Negative;

  -- Individual, rated 'B', placed on Rating Watch Negative;

  -- Senior debt, rated 'A-', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'BBB+', placed on Rating Watch
     Negative;

  -- Preferred stock, rated 'BBB+', placed on Rating Watch
     Negative;

  -- Support affirmed at '3';

Manufacturers and Traders Trust Company

  -- Long-term IDR, rated 'A-', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F1', placed on Rating Watch Negative;

  -- Individual, rated 'B', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'A', placed on Rating Watch
     Negative;

  -- Senior debt, rated 'A-', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'BBB+', placed on Rating Watch
     Negative;

  -- Short-term deposits, rated 'F1', placed on Rating Watch
     Negative;

  -- Support affirmed at '3';

M&T Bank, National Association

  -- Long-term IDR, rated 'A-', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F1', placed on Rating Watch Negative;

  -- Individual, rated 'B', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'A ', placed on Rating Watch
     Negative;

  -- Short-term deposits, rated 'F1', placed on Rating Watch
     Negative;

  -- Support affirmed at '3';

M&T Capital Trust I
M&T Capital Trust II
M&T Capital Trust III
M&T Capital Trust IV
M&T Capital Trust V
M&T Capital Trust VI

  -- Preferred stock, rated 'BBB+', placed on Rating Watch
     Negative;

Popular, Inc.

  -- Long-term IDR, rated 'BBB', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F2', placed on Rating Watch Negative;

  -- Individual, 'rated C', placed on Rating Watch Negative;

  -- Senior debt, rated 'BBB', placed on Rating Watch Negative;

  -- Preferred stock, rated 'BB+', placed on Rating Watch
     Negative;

  -- Short-term debt, rated 'F2', placed on Rating Watch Negative;

  -- Support affirmed at '5';

  -- Support Floor affirmed at 'NF';


Popular North America, Inc.

  -- Long-term IDR, rated 'BBB', placed on Rating Watch Negative;
  -- Short-term IDR, rated 'F2', placed on Rating Watch Negative;
  -- Individual, rated 'C', placed on Rating Watch Negative;
  -- Senior debt, rated 'BBB', placed on Rating Watch Negative;
  -- Short-term debt, rated 'F2', placed on Rating Watch Negative;
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF';

Banco Popular North America

  -- Long-term IDR, rated 'BBB', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F2', placed on Rating Watch Negative;

  -- Individual, rated 'C', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'BBB+', placed on Rating Watch
     Negative;

  -- Short-term deposits, rated 'F2', placed on Rating Watch
     Negative;

  -- Support affirmed at '5';

  -- Support Floor affirmed at 'NF';

Banco Popular de Puerto Rico

  -- Long-term IDR, rated 'BBB', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F2', placed on Rating Watch Negative;

  -- Individual, rated 'C', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'BBB+', placed on Rating Watch
     Negative;
  -- Short-term deposits, rated 'F2', placed on Rating Watch
     Negative;

  -- Support affirmed at '4';

  -- Support floor affirmed at 'B'.

Banponce Trust I
Popular Capital Trust I
Popular Capital Trust II
Popular North America Cap. Trust I

  -- Preferred stock, rated 'BB+', placed on Rating Watch
     Negative;

Regions Financial Corporation

  -- Long-term IDR, rated 'A', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F1', placed on Rating Watch Negative;

  -- Individual, rated 'B/C', placed on Rating Watch Negative;

  -- Senior debt, rated 'A', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'A-', placed on Rating Watch
     Negative;

  -- Preferred stock, rated 'BBB+', placed on Rating Watch
     Negative;

  -- Support affirmed at '5';

  -- Support Floor affirmed at 'NF';

Regions Bank

  -- Long-term IDR, rated 'A', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F1', placed on Rating Watch Negative;

  -- Individual, rated 'B/C', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'A+', placed on Rating Watch
     Negative;

  -- Senior debt, rated 'A', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'A-', placed on Rating Watch
     Negative;

  -- Short-term deposits, rated 'F1', placed on Rating Watch
     Negative;

  -- Support affirmed at '4';

  -- Support Floor affirmed at 'B';

  -- TLGP Senior debt affirmed at 'AAA';

  -- TLGP Short-term debt affirmed at 'F1+';

AmSouth Bancorporation

  -- Subordinated debt, rated 'A-', placed on Rating Watch
     Negative;

AmSouth Bank

  -- Subordinated debt, rated 'A-', placed on Rating Watch
     Negative;

Union Planters Corporation

  -- Senior debt, rated 'A', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'A-', placed on Rating Watch
     Negative;

Regions Financing Trust II
Regions Financing Trust III

  -- Preferred stock, rated 'BBB+', placed on Rating Watch
     Negative;

SunTrust Banks, Inc.

  -- Long-term IDR, rated 'A-', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F1', placed on Rating Watch Negative;

  -- Individual, rated 'C', placed on Rating Watch Negative;

  -- Senior debt, rated 'A-', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'BBB+', placed on Rating Watch
     Negative;

  -- Preferred stock, rated 'BBB ', placed on Rating Watch
     Negative;

  -- Short-term debt, rated 'F1', placed on Rating Watch Negative;

  -- Support affirmed at '5';

  -- Support Floor affirmed at 'NF';

  -- TLGP Senior debt affirmed at 'AAA';

  -- TLGP Short-term debt affirmed at 'F1+';

SunTrust Bank

  -- Long-term IDR, rated 'A-', placed on Rating Watch Negative;

  -- Short-term IDR, rated 'F1', placed on Rating Watch Negative;

  -- Individual, rated 'C', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'A ', placed on Rating Watch
     Negative;

  -- Senior debt, rated 'A-', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'BBB+', placed on Rating Watch
     Negative;

  -- Short-term deposits, rated 'F1', placed on Rating Watch
     Negative;

  -- Short-term debt, rated 'F1', placed on Rating Watch Negative;

  -- Support affirmed at '3';

  -- Support Floor affirmed at 'BB-';

  -- TLGP senior debt affirmed at 'AAA';

  -- TLGP short-term debt affirmed at 'F1+';

SunTrust Capital I
SunTrust Capital III
SunTrust Preferred Capital I
SunTrust Capital VIII
SunTrust Capital IX
National Commerce Capital Trust I

  -- Preferred stock, rated 'BBB', placed on Rating Watch
     Negative;

Wells Fargo & Company, Inc.

  -- Long-term IDR, rated 'AA', placed on Rating Watch Negative;

  -- Individual, rated 'A/B', placed on Rating Watch Negative;

  -- Senior debt, rated 'AA', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'AA-', placed on Rating Watch
     Negative;

  -- Preferred stock, rated 'AA-', placed on Rating Watch
     Negative;

Wells Fargo & Company, Inc.

  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF';
  -- TLGP Senior debt affirmed at 'AAA';
  -- TLGP Short-term debt affirmed at 'F1+';

Wells Fargo Bank, N.A.

  -- Long-term IDR, rated 'AA', placed on Rating Watch Negative;

  -- Individual, rated 'A/B', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'AA+', placed on Rating Watch
     Negative;

  -- Subordinated debt, rated 'AA-', placed on Rating Watch
     Negative;

Wells Fargo Bank Northwest, NA

  -- Long-term IDR, rated 'AA', placed on Rating Watch Negative;

  -- Individual, rated 'A/B', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'AA+', placed on Rating Watch
     Negative;

  -- Senior debt, rated 'AA', placed on Rating Watch Negative;

Wachovia Bank, NA

  -- Long-term IDR, rated 'AA', placed on Rating Watch Negative;

  -- Individual, rated 'A/B', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'AA+', placed on Rating Watch
     Negative;

  -- Senior debt, rated 'AA', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'AA-', placed on Rating Watch
     Negative;

Wachovia Bank of Delaware, NA

  -- Long-term IDR, rated 'AA', placed on Rating Watch Negative;
  -- Individual, rated 'A/B', placed on Rating Watch Negative;

Wachovia Mortgage, FSB

  -- Long-term IDR, rated 'AA', placed on Rating Watch Negative;

  -- Individual, rated 'A/B', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'AA+', placed on Rating Watch
     Negative;

  -- Senior debt, rated 'AA', placed on Rating Watch Negative;

Wachovia Bank, FSB (Texas)

  -- Long-term IDR, rated 'AA', placed on Rating Watch Negative;

  -- Individual, rated 'A/B', placed on Rating Watch Negative;

  -- Long-term deposits, rated 'AA+', placed on Rating Watch
     Negative;

Congress Financial Capital Company (Gtd by WFC)
Wells Fargo Financial Canada Corp.
Wells Fargo Financial, Inc.

  -- Long-term IDR, rated 'AA', placed on Rating Watch Negative;
  -- Senior debt, rated 'AA', placed on Rating Watch Negative;

First Union National-Florida
SouthTrust Corporation
Western Financial Bank
WFC Holdings Inc.

  -- Subordinated debt, rated 'AA-', placed on Rating Watch
     Negative;

Golden West Financial Corporation
Greater Bay Bancorp, Inc.

  -- Senior debt, rated 'AA', placed on Rating Watch Negative;

SouthTrust Bank

  -- Senior debt, rated 'AA', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'AA-', placed on Rating Watch
     Negative;

Wachovia Corporation

  -- Senior debt, rated 'AA', placed on Rating Watch Negative;

  -- Subordinated debt, rated 'AA-', placed on Rating Watch
     Negative;

  -- Preferred stock, rated 'AA-', placed on Rating Watch
     Negative;

Greater Bay Bank, NA

  -- Long-term deposits, rated 'AA+', placed on Rating Watch
     Negative;

Central Fidelity Capital Trust I
CoreStates Capital I
CoreStates Capital II
CoreStates Capital III
First Union Capital I
First Union Capital II
First Union Institutional Capital I
First Union Institutional Capital II
InterWest Capital Trust I
Wachovia Capital Trust I
Wachovia Capital Trust II
Wachovia Capital Trust III
Wachovia Capital Trust IV
Wachovia Capital Trust V
Wachovia Capital Trust IX
Wachovia Capital Trust X
Wells Fargo Capital II
Wells Fargo Capital Trust IV
Wells Fargo Capital Trust VII
Wells Fargo Capital Trust VIII
Wells Fargo Capital Trust X
Wells Fargo Capital Trust XI
Wells Fargo Capital Trust XII
Wells Fargo Capital Trust XIII
Wells Fargo Capital Trust XIV
Wells Fargo Capital Trust XV

  -- Preferred stock, rated 'AA-', placed on Rating Watch
     Negative;

Wachovia Bank of Delaware, NA
Wachovia Bank, FSB (Texas)
Wachovia Bank, NA
Wachovia Capital Finance Corporation (Canada)
(Gtd by Wachovia Bank, NA)
Wachovia Mortgage, FSB
Wells Fargo Bank Northwest, NA
Wells Fargo Bank, N.A.
Wells Fargo Financial Canada Corp.

  -- Short-term IDR affirmed at 'F1+';

Wachovia Corporation
Wells Fargo Bank, N.A.
Wells Fargo Financial Canada Corp.

  -- Short-term debt affirmed at 'F1+';

Greater Bay Bank, NA
Wachovia Bank, FSB (Texas)
Wachovia Bank, NA
Wachovia Mortgage, FSB
Wells Fargo Bank Northwest, NA
Wells Fargo Bank, N.A.

  -- Short-term deposits affirmed at 'F1+';

Wachovia Bank of Delaware, NA
Wachovia Bank, FSB (Texas)
Wachovia Bank, NA
Wachovia Mortgage, FSB
Wells Fargo Bank Northwest, NA
Wells Fargo Bank, N.A.

  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+';


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                                 Total
                                                Share-    Total
                                     Total     Holders  Working
                                    Assets      Equity  Capital
Company             Ticker           ($MM)       ($MM)    ($MM)
-------             ------          ------     -------  -------
ABSOLUTE SOFTWRE    ABT CN             107         (7)       24
AMR CORP            AMR US          24,518     (3,108)   (3,545)
ARBITRON INC        ARB US             189         (3)      (22)
ARRAY BIOPHARMA     ARRY US            136        (26)       54
AUTOZONE INC        AZO US           5,235       (187)      112
BLOUNT INTL         BLT US             499        (43)      175
BOARDWALK REAL E    BEI-U CN         2,318         (5)      N.A.
BOARDWALK REAL E    BOWFF US         2,318         (5)      N.A.
BOEING CO           BA US           55,339       (509)   (2,160)
BOEING CO           BAB BB          55,339       (509)   (2,160)
BOEING CO-CED       BA AR           55,339       (509)   (2,160)
CABLEVISION SYS     CVC US           9,551     (5,349)     (367)
CENTENNIAL COMM     CYCL US          1,413       (992)      148
CENVEO INC          CVO US           1,501       (221)      163
CHENIERE ENERGY     CQP US           1,975       (408)       79
CHENIERE ENERGY     LNG US           2,922       (354)      350
CHOICE HOTELS       CHH US             333       (146)      (10)
CLOROX CO           CLX US           4,464       (309)     (866)
DELTEK INC          PROJ US            191        (48)       42
DISH NETWORK-A      DISH US          7,063     (1,666)     (422)
DOMINO'S PIZZA      DPZ US             473     (1,396)       99
DUN & BRADSTREET    DNB US           1,614       (785)     (176)
EMBARQ CORP         EQ US            8,050       (527)     (163)
ENERGY SAV INCOM    SIF-U CN           551       (423)     (162)
EPICEPT CORP        EPCT SS             12         (5)       (2)
EXELIXIS INC        EXEL US            355        (88)       53
EXTENDICARE REAL    EXE-U CN         1,833        (51)       98
FORD MOTOR CO       F US           207,270    (16,476)   12,631
FORD MOTOR CO       F BB           207,270    (16,476)   12,631
GENTEK INC          GETI US            425        (21)       88
GLG PARTNERS INC    GLG US             345       (382)      101
GLG PARTNERS-UTS    GLG/U US           345       (382)      101
HEALTHSOUTH CORP    HLS US           1,921       (656)      (53)
HOLLY ENERGY PAR    HEP US             469          0        (6)
IMAX CORP           IMX CN             226        (98)       19
IMAX CORP           IMAX US            226        (98)       19
INTERMUNE INC       ITMN US            193        (82)      121
IPCS INC            IPCS US            545        (41)       62
JOHN BEAN TECH      JBT US             559         (6)       78
KNOLOGY INC         KNOL US            635        (52)       25
LINEAR TECH CORP    LLTC US          1,491       (288)      995
MEAD JOHNSON-A      MJN US           1,361     (1,395)       64
MEDIACOM COMM-A     MCCC US          3,700       (463)     (281)
MOODY'S CORP        MCO US           1,802       (919)     (482)
NATIONAL CINEMED    NCMI US            609       (526)       95
NAVISTAR INTL       NAV US           9,623     (1,492)    1,367
NPS PHARM INC       NPSP US            200       (225)       87
OCH-ZIFF CAPIT-A    OZM US           1,821       (177)     N.A.
OVERSTOCK.COM       OSTK US            136         (4)       33
PALM INC            PALM US            656        (84)       30
PDL BIOPHARMA IN    PDLI US            219       (422)       79
QWEST COMMUNICAT    Q US            19,711     (1,164)     (344)
REGAL ENTERTAI-A    RGC US           2,563       (246)      (78)
RENAISSANCE LEA     RLRN US             52         (3)      (11)
REVLON INC-A        REV US             784     (1,095)      103
SALLY BEAUTY HOL    SBH US           1,433       (702)      389
SANDRIDGE ENERGY    SD US            2,670       (114)      118
SEALY CORP          ZZ US              889       (162)       33
SEMGROUP ENERGY     SGLP US            314       (130)     (431)
SONIC CORP          SONC US            821        (43)       26
STANDARD PARKING    STAN US            231          0       (15)
SUCCESSFACTORS I    SFSF US            162         (7)        0
SUN COMMUNITIES     SUI US           1,197        (68)     N.A.
TAUBMAN CENTERS     TCO US           2,922       (276)     N.A.
TENNECO INC         TEN US           2,742       (304)      272
THERAVANCE          THRX US            214       (144)      152
UAL CORP            UAUA US         19,100     (2,655)   (2,348)
UNITED RENTALS      URI US           3,976        (56)      266
US AIRWAYS GROUP    LCC US           7,421       (596)     (707)
VENOCO INC          VQ US              730       (107)       33
VERIFONE HOLDING    PAY IT             840        (38)      308
VERIFONE HOLDING    PAY US             840        (38)      308
VERIFONE HOLDING    VF2 GR             840        (38)      308
VIRGIN MOBILE-A     VM US              323       (281)     (141)
WALTER INVESTMEN    WAC US              14        (37)     N.A.
WARNER MUSIC GRO    WMG US           4,256       (110)     (394)
WEIGHT WATCHERS     WTW US           1,087       (848)     (313)
WR GRACE & CO       GRA US           3,726       (374)      892



                           *********

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 **