TCR_Public/090525.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 25, 2009, Vol. 13, No. 143

                            Headlines


7622 MEDICAL CENTER: Case Summary & 17 Largest Unsecured Creditors
ABITIBIBOWATER INC: Fitch Withdraws 'D' Issuer Default Rating
ADVANCED HEALTH: Involuntary Chapter 11 Case Summary
AMERICAN COMMUNITY: Sale Protocol Approved; May 28 Auction Set
AMERICAN COMMUNITY: Taps Administar Services as Claims Agent

AMERICAN INT'L: CEO to Step Down as Soon as Successors Are Named
AMERISTAR CASINOS: Issue Increase Won't Move Moody's 'Ba3' Rating
AMERISTAR CASINOS: S&P Raises Issue-Level Rating to 'BB-'
ANTONIO ROBERSON: Voluntary Chapter 11 Case Summary
APPLIED SOLAR: Quercus Loan Calls for Ch. 11 Filing By June 17

ATHENS BIODIESEL: Case Summary & 20 Largest Unsecured Creditors
BAY AREA REAL: Case Summary & Largest Unsecured Creditor
BELLISIO FOODS: Moody's Downgrades Corporate Family Rating to 'B2'
BENT REBAR: Case Summary & 20 Largest Unsecured Creditors
BEST ROOFING: Case Summary & 20 Largest Unsecured Creditors

BEVERLY HILLS WASTE: Case Summary & 5 Largest Unsecured Creditors
BEXAR COUNTY: Moody's Cuts Rating on $14.6 Mil. Bonds to 'Ba3'
BIOHEART, INC: Posts $15.7MM Deficit; Warns of Possible Bankruptcy
BOCA HOLLY: Lender to Sell Pledged Collateral at June 2 Auction
BRODER BROS: Moody's Downgrades Default Rating to 'Ca/LD'

BRUNO'S SUPERMARKETS: Court Sets June 19 General Bar Date
BRUNO'S SUPERMARKETS: Wants Plan Deadline Extended to June 26
CAREFREE MULE: Hires Marcus & Millichap to Seek Buyers for Resort
CHEM-AWAY: Case Summary & 2 Largest Unsecured Creditors
CHRYSLER LLC: Indiana Pensioners Want Examiner or Ch. 11 Trustee

CHRYSLER LLC: Terms of Court-Approved $4.96-Bil. DIP Financing
CHRYSLER LLC: Indiana Pensioners Say Govt.-Backed Sale Illegal
CHRYSLER LLC: R. Manzo's Updated Liquidation Analysis
CHRYSLER LLC: Dealers Object to Contract Rejections, Assumption
CHRYSLER LLC: Spending Bill Amendment Dropped to Allow Gov't Aid

CIRCUIT CITY: Court Sets June 30 Administrative Expense Bar Date
CITIZENS NATIONAL: Closed by Regulators; MCB Assumes Deposits
CITY OF VALLEJO: To Pay City Manager $390,000 to Resign
CLAIRE STORES: S&P Cuts Ratings on $200 Mil. Facility to 'B-'
COEUR D'ALENE: Split-Adjusted Common Stock Begins Trading May 27

COLIBRI GROUP: Former Workers Sues for Outstanding Wages
COMPASS MINERALS: Moody's Gives Positive Outlook on 'B1' Rating
COMPASS MINERALS: S&P Gives Positive Outlook; Holds 'BB' Rating
CONSECO INC: Directors Receive Stock Through Incentive Plan
CONSECO INC: Unveils Final Results of Shareholder Voting

CORD BLOOD: Issues $1.35MM Convertible Promissory Note Due 2012
CORD BLOOD: March 31 Balance Sheet Upside-Down by $7.84 Million
COUNTRY CLUB (LANSING): Files for Chapter 11 Protection
COUNTRY CLUB (LANSING): Case Summary & Unsecured Creditors
COYOTES HOCKEY: Arizona Wants Hockey Team to Play in Home Town

COYOTES HOCKEY: Las Vegas Businessman Mulls Bid for Team
COYOTES HOCKEY: SOF Investments Backs Jim Balsillie's $212.5MM Bid
CRESCENT RESOURCES: Weak Economy Cues Moody's to Junk Ratings
DANA HOLDING: S&P Downgrades Corporate Credit Rating to 'SD'
DENBAR TRANSPORTATION: Case Summary & 20 Largest Unsec. Creditors

DERRY'S HARVEST: Case Summary & 4 Largest Unsecured Creditors
E*TRADE FINANCIAL: S&P Junks Counterparty Credit Rating From 'B'
EGAMES INC: Net Revenues for 1Q is Down by 20% from 2008
ENDEAVOR HIGHRISE: Proposes Matthew Hoffman as Bankruptcy Counsel
ENERGYTEC INC: Files for Chapter 11 in Sherman

EVERETT MARITIME: Files for Chapter 11 Bankruptcy Protection
EVERETT MARITIME: Case Summary & 20 Largest Unsecured Creditors
FAMILY TREEHOUSE: Has $20,500 Bids for New Castle, Pa., Property
FIRST METALS: Proposal Accepted by Creditors; Annual Report Late
FLYING J: May Enter Into Amendment to ML Financing Agreement

FLYING J: Seeks to Enter into New USW Collective Bargaining Pact
FOAMEX INT'L: First Lien Lenders Oppose Sale to MatlinPatterson
FOAMEX INT': Auction Restarted Due to Lenders' Objection
FORD MOTOR: Extends Deadline for Worker Buyouts by 5 Weeks
FRESH WORLD ONE: Case Summary & 20 Largest Unsecured Creditors

GATEWAY ETHANOL: Plan Filing Period Extended Until August 1
GENERAL MARITIME: S&P Downgrades Corporate Credit Rating to 'BB-'
GENERAL MOTORS: Gets $4BB Loan From Gov't; Chinese Co. Eyes Units
GENERAL MOTORS: German Gov't Willing to Shield Opel From Creditors
GENERAL MOTORS: Reaches Pact With UAW to Cut Obligations, Costs

GENERAL MOTORS: S&P Puts 14 Classes' Ratings on Negative Watch
GENERAL MOTORS: Spending Bill Amendment Dropped to Allow Gov't Aid
GEORGIA GULF: Missed Interest Payment Cues S&P's Rating Cut to 'D'
GMAC FINANCIAL: Key Actions to Improve Capital, Access to Cash
GMAC LLC: Tells Employees It Needs to Cut $1 Billion in Costs

GOLF CLUB: Case Summary & 20 Largest Unsecured Creditors
GOTTSCHALKS INC: Forever 21 Submits Bid for Closed Stores
GRAHAM PACKAGING: Moody's Assigns 'B1' Rating on New Facility
HALLWOOD ENERGY: Files Chapter 11 Plan and Disclosure Statement
HALLWOOD ENERGY: May Use Cash Collateral of HPI Until May 31

HALLWOOD ENERGY: May Use FEI Shale Cash Collateral
HARTMARX CORP: Three Firms Eyeing Company's Assets
HARTMARX CORP: Wells Fargo Should Sell Company, Gov. Quinn Says
HAYES LEMMERZ: Court Grants Interim Approval to DIP Loan
HENDRICKS COMPANIES: Case Summary & 20 Largest Unsecured Creditors

HERBST GAMING: Files Amended Stipulation on Cash Collateral Use
HERITAGE BUILDING: Portland Dev't Commission May Buy Bank Loan
HLA INC: Files Chapter 11 Petition in Georgia
HUGHES NETWORK: S&P Assigns 'B' Rating on $125 Mil. Senior Notes
HUGHES NETWORK: To Sell New 9-1/2% Notes at 90.935% of Face Value

IDEARC INC: Files Chapter 11 Plan; Claimants to Receive Stock
IMPERIAL BUSINESS: Court Confirms Ch. 11 Plan of Reorganization
INDALEX HOLDINGS: Files Schedules of Assets and Liabilities
INTERPUBLIC GROUP: Restructures $335-Million Credit Line
ION MEDIA: Chapter 11 Filing Cues S&P's Rating Downgrade to 'D'

ION MEDIA: Receives Court Approval for $25MM Initial Funding
LEAR CORP: Bankruptcy Looms on Failure to Cut Debt, Analysts Say
LIBERTY GLOBAL: S&P Affirms Corporate Credit Rating at 'B+'
LIMITED BRANDS: Moody's Cuts Corporate Family Rating to 'Ba2'
LISBON VALLEY: Accepts Involuntary Bankruptcy; Secures Financing

LNR PROPERTY: S&P Downgrades Counterparty Credit Rating to 'B-'
LUMINENT MORTGAGE: Delays Filing of March 31 Quarterly Report
MAGNA ENTERTAINMENT: Sept. 8 Auction for Santa Anita, 3 Others
MARS GRAPHICS: Voluntary Chapter 11 Case Summary
MCCLATCHY COMPANY: Announces Deep Discount Exchange Offer

MCCLATCHY COMPANY: Amends for $1.15-Bil. Credit Agreement
MCCLATCHY COMPANY: Fitch Downgrades Issuer Default Rating to 'C'
MCCLATCHY COMPANY: Moody's Downgrades Default Rating to 'Caa3'
MESA CENTERPOINTE: Voluntary Chapter 11 Case Summary
METALS USA: John Hageman Steps Down as SVP & Chief Legal Officer

MGM MIRAGE: Capital Raise Prompts Fitch to Take Rating Actions
MIDWAY GAMES: Time Warner to Buy U.S. Assets for $33 Million
MIDWAY GAMES: Proposes Warner Bros.-Led Auction on June 29
MILACRON INC: Gets Go-Signal to Test DDJ's $175MM Buyout Offer
MILACRON INC: Holders of 11-1/2% Notes Participate in DIP Loan

MILACRON INC: Won't File March 31 Quarterly Report
MONEYGRAM INT'L: Amends Employment Agreement with Patsley
MORTGAGES LTD: Court Confirms Investors Committee Amended Plan
NCI BUILDING: S&P Downgrades Corporate Credit Rating to 'B+'
NEWELL RUBBERMAID: S&P Reinstates 'BB' Rating on $430 Mil. Notes

NEXPAK CORP: Seeks Strategic, Financial Parties to Bid for Assets
NICOLE ENERGY: Court Denies Withdrawal of Reference of Complaint
NORTHEAST BIOFUELS: Sells Oswego Plant to Sunoco for $8.5 Mil.
NORTHEAST BIOFUELS: Wants Sept. 14 Deadline to File Plan
NORTHEAST PAPER: Case Summary & 20 Largest Unsecured Creditors

NORWOOD PROMOTIONAL: Seeks to Sell All Assets for $132 Million
NPS PHARMA: To Increase Shares by 1.8MM thru Incentive Plan
NY TIMES: S&P Downgrades Corporate Credit Rating to 'B'
ORCHARDS VILLAGE: State Court Receivership Didn't Bar Bankruptcy
PEABODY ENERGY: Fitch Affirms Issuer Default Rating at 'BB+'

PEOPLES COMMUNITY: To Sell Assets to First Financial for $12MM
PHILADELPHIA NEWSPAPERS: Lawsuit Removal Hearing Set for June 16
PLASSEIN INT'L: Fee Paid to Raise LBO Money Not Avoidable
POTLATCH CORPORATION: Fitch Withdraws 'BB+' Issuer Default Rating
PREMIER SOCCER: Files for Chapter 7 Protection; Closes Stores

PRIMUS TELECOM: Posts $14MM Net Income for First Quarter 200
QUEBECOR WORLD: Creditors to Vote on Canadian Plan June 18
QUEBECOR WORLD: Court Extends Exclusive Periods Until July 21
QUEBECOR WORLD: Plan Confirmation Hearing Set for June 30
RAM REINSURANCE: S&P Downgrades Senior Unsecured Debt to 'BB-'

REGENT COMMUNICATIONS: Qualified Opinion Cues Default Interest
RENEW ENERGY: Files Schedules of Assets and Liabilities
SAKS INCORPORATED: Fitch Assigns 'B/RR3' on $105 Mil. Notes
SHERIDAN GROUP: S&P Cuts Corporate Credit Rating to 'B' From 'B+'
S&K FAMOUS: Starts Going-Out-of-Business-Sale

SONIC AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'CCC+'
SONIC AUTOMOTIVE: Moody's Junks Corporate Family Rating from 'B2'
SOYO GROUP: Files for Chapter 7 Bankruptcy Protection
SPECTRUM BRANDS: Projects 4% Hike In Revenue by 2013
STOCK BUILDING: Taps Shearman & Sterling as Bankruptcy Counsel

STRATEGIC CAPITAL: Closed by Regulators; Midland Assumes Deposits
TEPPCO PARTNERS: Fitch Affirms Junior Subordinated Rating at 'BB+'
TH PROPERTIES: Taps Montgomery McCracken as Bankruptcy Counsel
TIME WARNER: Fitch Affirms Preferred Membership Units at 'BB+'
TLC VISION: Fires 3 Execs to Cut Costs; Conway Del Genio Steps In

TRONOX INC: Defaulted on $125-Mil. DIP Loan; Gets Waiver
TVI CORP: DIP Facility Calls for 6-Months' Bankruptcy Process
TVI CORP: Files Schedules of Assets and Liabilities
UNIPROP MANUFACTURED: Defers Interest Payment for Six Months
US AIRWAYS: Pays $13 Mil.+ to Directors and Officers in 2008

US AIRWAYS: To Hold Annual Meeting of Stockholders on June 10
VERILINK CORP: Investment Banker Has No Liability
VINEYARD CHRISTIAN: Jeffrey Golden Appointed Chapter 11 Trustee
VITERRA INC: S&P Affirms Corporate Credit Rating at 'BB+'
VOYAGEUR EDUCATIONAL: Files for Chapter 7 Bankruptcy Protection

WA BOTTING: Files for Chapter 11 Bankruptcy Protection
WARNER MUSIC: S&P Changes Outlook to Stable, Affirms 'BB-' Rating
WCI COMMUNITIES: SEC Charges Trader for Manipulate Stock Price
WCI COMMUNITIES: Wants to Sell 18-Story Hotel and Condo Units
WELLCARE HEALTH: S&P Changes Outlook to Positive; Keeps B- Rating

WESTERN ALLIANCE: Moody's Gives Stable Outlook on 'Ba3' Rating
WHITE ENERGY: Can Access Cash Securing West LB Loan Until July 3
WHITE ENERGY: Can Hire Garden City as Claims and Noticing Agent
WILD WILLIES: Case Summary & 18 Largest Unsecured Creditors
WP EVENFLO: S&P Cuts Issue-Level Rating on Facilities to 'CCC'

WR GRACE: Court to Rule on Default Interest at Plan Hearing
YELLOWSTONE CLUB: Settles With Credit Suisse to Permit Sale
YOUNG BROADCASTING: Panel Wants Allen & Co. as Financial Advisors
YOUNG BROADCASTING: Still Lacks Lead Bidder for June 19 Auction

* 2 Illinois Banks Closing Hike 2009 Failed Banks to 36

* BOND PRICING -- For the Week From May 18 to 22, 2009


                            *********

7622 MEDICAL CENTER: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: 7622 Medical Center, P.C.
           dba 7622 Medical Center
           dba Allied Medical Group
           dba 1900 S.G. Associates
        7620-24 Ogontz Avenue

Bankruptcy Case No.: 09-13782

Chapter 11 Petition Date: May 21, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Jami B. Nimeroff, Esq.
                  Brown Stone Nimeroff LLC
                  1818 Market Street, Suite 2300
                  Philadelphia, PA 19103
                  Tel: (267) 861-5330
                  Fax: (267) 350-9050
                  Email: jnimeroff@bsnlawyers.com

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

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

A list of the Company's 17 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/paeb09-13782.pdf

The petition was signed by Arnold S. Lincow, president of the
Company.


ABITIBIBOWATER INC: Fitch Withdraws 'D' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the
ratings on AbitibiBowater Inc. following Fitch's April 17, 2009
downgrade of the company's Issuer Default Rating to 'D'.  The
downgrade approximately coincided with ABH's voluntary petition
for reorganization under Chapter 11 in the U.S. Bankruptcy Code.
The company's Canadian subsidiaries similarly filed for
reorganization under the Companies' Creditors Arrangement Act.

Fitch has withdrawn these ratings:

AbitibiBowater Inc.

  -- IDR 'D'.

Abitibi-Consolidated Inc. and Subsidiaries

  -- IDR 'D';
  -- Senior secured term loan 'CCC/RR2';
  -- Secured notes 'CCC/RR2';
  -- Long-term unsecured 'C/RR6'.

Bowater Incorporated

  -- IDR 'D';
  -- Secured revolver 'CCC/RR2';
  -- Senior unsecured debt 'C/RR6'.

Bowater Canadian Forest Products Inc.

  -- IDR 'D';
  -- Secured revolver 'CCC/RR2';
  -- Senior unsecured debt 'C/RR6'.

AbitibiBowater Inc., together with Bowater, Abitibi-Consolidated
Inc. and subsidiaries, produces a wide range of newsprint,
commercial printing papers, market pulp and wood products.
AbitibiBowater Inc. owns or operates 23 pulp and paper facilities
and 30 wood product facilities in the United States, Canada, the
United Kingdom and South Korea.


ADVANCED HEALTH: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Advanced Health Scan of Inland Empire Medical LP
                741 E. Ball Rd. #205
                Anaheim, CA 92805

Case Number: 09-14642

Involuntary Petition Date: May 18, 2009

Court: Central District of California (Santa Ana)

Judge: Erithe A. Smith

Petitioner's Counsel: Stephen R. Wade, Esq.
                      dp@srwadelaw.com
                      The Law Offices of Stephen R. Wade
                      400 N Mountain Ave., Ste. 214B
                      Upland, CA 91786
                      Tel: (909) 985-6500
                      Fax: (909) 985-2865

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
   Alain Lazard                   breach of contract   $25,000
   19895 Wildwood W. Dr.
   Penn Valley, CA 95946


AMERICAN COMMUNITY: Sale Protocol Approved; May 28 Auction Set
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved bid procedures for the sale of substantially all of the
assets of American Community Newspapers LLC, et al., free and
clear of all liens and encumbrances, to the qualified bidder
submitting the highest and best offer at an auction.

The bid deadline is May 26, 2009, at Noon (ET).

If necessary, an auction will take place on May 28, 2009, at
10:00 a.m. (ET) at the offices of the Debtors' Delaware counsel,
Landis Rath & Cobb LLP, 919 Market Street, Suite 1800, Wilmington,
Delaware 19801.

The hearing to approve the sale of the Purchased Assets to the
Successful Bidder will take place on June 2, 2009, at 11:00 a.m.
(ET).

Objections, if any, to the sale must be filed with the Clerk of
the Bankruptcy Court for the District of Delaware on or before
May 29, 2009, at 4:00 p.m. (ET).

A full-text copy of the approved sale procedures is available at:

        http://bankrupt.com/misc/ACN.SaleProcedures.pdf

As reported by the TCR on May 1, 2009, the Debtors' secured
lenders, owed $107 million on a term loan and revolving credit,
have offered to buy ACN's operation in exchange for $32 million
they're owed.  The buyers also will pay the cost of curing default
on contracts they take over.  In addition, the buyers will pay off
amounts outstanding on the $5 million DIP loan provided by Bank of
Montreal and GE Capital.

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- claims to be one
of the top community newspaper publishers in the United States
based on circulation, and operates in four of the most attractive
major U.S. markets: Minneapolis -- St. Paul, Columbus, Dallas --
Fort Worth and Suburban Washington, D.C. -- Northern Virginia.
The Company's award winning group of 86 newspapers and fourteen
niche publications reaches approximately 1.4 million households in
the suburban communities surrounding these major cities and enjoys
market leading circulation penetration in all of its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No. 09-
11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The Debtor
proposed Carl Marks & Co. Inc. as financial advisor, and Graubard
Miller as special corporate counsel.  When the Debtors filed for
protection from their creditors, they listed assets between
$50 million and $100 million, and debts between $100 million and
$500 million.


AMERICAN COMMUNITY: Taps Administar Services as Claims Agent
------------------------------------------------------------
The U.S. States Bankruptcy Court for the District of Delaware
authorized American Community Newspapers LLC and its debtor-
affiliates to employ Administar Services Group LLC as noticing and
claims agent.

Administar is expected to:

   a) prepare and serve required notices in the Chapter 11
      cases;

   b) assist the Debtors in the preparation of their schedules of
      assets and liabilities and statements of financial affairs
      if requested; and

   c) create and maintain official claims registers.

The Debtors are authorized to pay in quarter-hour increments on a
monthly basis.  The court document did not specify the hourly
rates of Administar personnel.

To the best of the Debtors' knowledge, Administar is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                About American Community Newspapers

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- claims to be one
of the top community newspaper publishers in the United States
based on circulation, and operates in four of the most attractive
major U.S. markets: Minneapolis -- St. Paul, Columbus, Dallas --
Fort Worth and Suburban Washington, D.C. -- Northern Virginia.
The Company's award winning group of 86 newspapers and fourteen
niche publications reaches approximately 1.4 million households in
the suburban communities surrounding these major cities and enjoys
market leading circulation penetration in all of its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No. 09-
11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The Debtor
proposed Carl Marks & Co. Inc. as financial advisor, and Graubard
Miller as special corporate counsel.  When the Debtors filed for
protection from their creditors, they listed assets between
$50 million and $100 million, and debts between $100 million and
$500 million.


AMERICAN INT'L: CEO to Step Down as Soon as Successors Are Named
----------------------------------------------------------------
Liam Pleven and Joann S. Lublin at The Wall Street Journal report
that American International Group Inc. said AIG Chairperson and
CEO Edward Liddy will resign as soon as successors are chosen.

It could take three to six months to look for Mr. Liddy's
successors, WSJ says, citing people familiar with the matter.

According to WSJ, Mr. Liddy said that the decision to leave AIG
was his and that the Company had reached an "inflection point."
AIG needs a CEO who can make a long term commitment, WSJ states,
citing Mr. Liddy.  According to the report, Mr. Liddy plans to
leave within a year.

WSJ states that Mr. Liddy came out of retirement to take the CEO
job and agreed to a salary of $1 per year.  Mr. Liddy told WSJ
that his successor as CEO should be paid "commensurate with the
complexity of the Company."

WSJ relates that the chairperson and CEO jobs are likely to be
separated when Mr. Liddy leaves AIG.  The new board chief is
likely to play an important behind-the-scenes role in Congress,
the report states, citing Mr. Liddy.

As reported by the Troubled Company Reporter on May 20, 2009, AIG
named six nominees for election to its board of directors.  The
candidates have extensive experience in corporate America and
serve on other corporate boards.  The candidates include Robert S.
"Steve" Miller, Delphi Corp.'s executive chairperson and former
CEO; Laurette T. Koellner, a former senior vice president at
Boeing Co.; Douglas Steenland, former CEO of Northwest Airlines
Corp.; Christopher Lynch, a retired KPMG partner; Harvey Golub, a
former head of American Express Co.; and Arthur Martinez, who ran
Sears, Roebuck & Co.  Citing a person familiar with the matter,
WSJ reports that the newly nominated AIG directors are expected to
start looking for the next CEO informally before their election.

A background in insurance would be good to have for the next AIG
CEO, "but not necessary," WSJ relates quoted Mr. Liddy as saying.
According to the report, Mr. Liddy said leadership skills are
important as is experience in financial services generally.

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

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

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

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

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

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

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

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


AMERISTAR CASINOS: Issue Increase Won't Move Moody's 'Ba3' Rating
-----------------------------------------------------------------
Moody's Investors Service said that Ameristar Casinos, Inc's
ratings are not affected by the increase in the company's proposed
senior unsecured note issuance to $650 million from $500 million.
The increased size of the note offering did, however, result in a
minor change to the point estimates of both the senior unsecured
notes due 2014 (to LGD 5, 87% from LGD 5, 89%) and the senior
secured facilities (to LGD 3, 34% from LGD 3, 38%).  The net
proceeds from the new notes will be used to repay a portion of the
$1.26 billion currently outstanding under the company's $1.4
billion revolver that expires in November 2010.

The last rating action for Ameristar took place on May 11, 2009,
when Moody's assigned a B2 rating to Ameristar's proposed $500
million senior unsecured notes due 2014 and affirmed the company's
Ba3 Corporate Family Rating.  At the same time, Moody's raised
Ameristar's Probability of Default Rating to Ba3 from B1, its $1.4
billion senior secured revolver and $388 million senior secured
term loan ratings to Ba2 from Ba3, and its Speculative Grade
Liquidity rating to SGL-2 from SGL-3.

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


AMERISTAR CASINOS: S&P Raises Issue-Level Rating to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Ameristar Casinos Inc.'s 9.25% senior notes due 2014 to '5',
indicating S&P's expectation of modest (10% to 30%) recovery for
lenders in the event of a payment default, from '6'.  In addition,
S&P raised its issue-level rating on this debt to 'BB-' (one notch
lower than the 'BB' corporate credit rating on the company) from
'B+', in accordance with S&P's notching criteria for a '5'
recovery rating.  The company has added on an additional
$150 million to this issuance.

At the same time, as outlined in S&P's May 11, 2009 media release,
S&P revised its recovery rating on the company's senior secured
credit facilities to '1', indicating S&P's expectation of very
high (90% to 100%) recovery for lenders in the event of a payment
default, from '2'.  In accordance with S&P's notching criteria for
a recovery rating of '1', S&P raised its issue-level rating on
these loans to 'BBB-' (two notches higher than the 'BB' corporate
credit rating) from 'BB+'.

The corporate credit rating on Ameristar remains unchanged at
'BB', and the rating outlook is stable.

"The issue-level and recovery rating changes on Ameristar's debt
reflect the planned prepayment and permanent reduction in the
commitment of the revolving credit facility by the amount of the
net proceeds of the 9.25% notes," explained Standard & Poor's
credit analyst Melissa Long.  "This results in improved recovery
prospects for the senior secured credit facilities and the senior
notes as a result of the smaller amount of senior secured debt in
S&P's simulated default scenario."

The 'BB' corporate credit rating reflects Ameristar's high levels
of competition in many of its markets, generally weak operating
condition in the U.S. gaming industry due to the pullback in
consumer spending, and high debt leverage.  The company's
relatively diversified portfolio of gaming operations, its leading
market share in several of its markets, and S&P's expectation that
credit measures will improve over the intermediate term, as the
company has completed a majority of its capital spending
initiatives, temper company weaknesses.


ANTONIO ROBERSON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Antonio Roberson
        417 11th Street NE
        Washington, DC 20002

Bankruptcy Case No.: 09-00437

Chapter 11 Petition Date: May 20, 2009

Court: United States Bankruptcy Court for the District of Columbia
       (Washington, D.C.)

Debtor's Counsel: Andre P. Barber, Esq.
                  Barber & Associates PC
                  355 i street SW, Suite 201
                  Washington, DC 20024
                  Tel: (202) 479-0325
                  Fax: (202) 479-2024
                  Email: andrepbarber@verizon.net

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 its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Mr. Roberson.


APPLIED SOLAR: Quercus Loan Calls for Ch. 11 Filing By June 17
--------------------------------------------------------------
Applied Solar, Inc., on Friday said it had begun the process of
restructuring its operations.

Certain of the Company's directors have resigned.  On May 12,
2009, the Company's primary investor, The Quercus Trust, has
advised the Company that it is unwilling to fund the Company's
operations at its current expense level.  Since that time, the
Company has continued its efforts to identify potential financing
sources.

On May 18, 2009, the Company entered into a definitive loan and
security agreement with its primary investor, The Quercus Trust,
pursuant to which the Company delivered a secured promissory note
in the original principal amount of $698,000 and received loan
proceeds of $698,000.  All principal and accrued and unpaid
interest under the Note is due and payable on June 15, 2009, and
no interest or principal payments are due prior to such time.  The
Note bears interest at a rate equal to 10% per annum.

The proceeds from the Loan will be used solely as:

   (a) $297,558.18 will be paid to Suntech America, Inc.; and

   (b) the remaining funds will be used to pay the expenses
       associated with a bankruptcy proceeding and for working
       capital purposes.

The Note is secured by a security interest in all of the Company's
assets.  If any event of default occurs under the Loan Documents,
Quercus may (1) require the Company to immediately repay the Loan
in full, (2) foreclose on the Collateral, and (3) assert all other
rights and remedies of a lender under applicable law.  The Loan
Agreement contains representations and covenants customary for a
secured loan transaction.

As a condition of the financing, the Loan Agreement requires that
the Company file for reorganization and protection from creditors
pursuant to Chapter 11 of the U.S. Bankruptcy Code by June 17,
2009.

The Company is currently engaged in discussions with potential
financing sources, including The Quercus Trust, concerning the
extension of debtor-in-possession or "DIP" financing to support
the Company's operations during its reorganization.  At the
present time, no binding commitment to provide such DIP financing
by The Quercus Trust or any other party has been received and
there can be no guarantee that the Company will obtain such
financing.

David Field, President and CEO of the company remarked, "Despite
very promising macro and micro business trends affecting the
company, including solid relationships with its business partners,
the current state of the financial markets combined with a
difficult and complicated capital structure have made it extremely
challenging for the company to secure needed financing.  We are
hopeful that a restructuring will enable the company to emerge
stronger and in a better position to capitalize on the anticipated
future growth in the solar industry."

Applied Solar, in its most recent quarterly report for the period
ended February 28, 2009, reported that it had a working capital
deficit of $8 million, and that it would need to raise additional
funds through financing transactions to continue to support it
operations beyond May 31, 2009.

A full-text copy of the parties' Loan and Security Agreement is
available at no charge at http://ResearchArchives.com/t/s?3d32

A full-text copy of Applied Solar's Secured Promissory Note is
available at no charge at http://ResearchArchives.com/t/s?3d33

As of February 28, 2009, Applied Solar had $17.5 million in total
assets and $18.9 million in total liabilities, resulting in
$1.4 million in stockholders' deficit.  The Company posted a net
loss of $4.3 million for the three months ended February 28, 2009.

Applied Solar, Inc., a Nevada Corporation, is a next-generation
solar energy company.  The Company develops, commercializes and
licenses clean energy solutions, innovative solar products and
energy management applications.

Effective January 16, 2009, Open Energy Corporation changed its
name to Applied Solar.  Shares of the Company's common stock
currently trade on the OTC Bulletin Board under the symbol
"APSO.OB".


ATHENS BIODIESEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Athens Biodiesel, LLC
        25716 Airport Road
        Athens, AL 35614

Bankruptcy Case No.: 09-82055

Type of Business: The Debtor operates a biodiesel manufacturing
                  facility.

Chapter 11 Petition Date: May 20, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Decatur)

Debtor's Counsel: Mary Rebecca Hill, Esq.
                  Johnston, Moore & Thompson
                  400 Meridian Street, Suite 301
                  Huntsville, AL 35801
                  Tel.: (256) 533-5770
                  Fax : (256) 533-5890
                  Email: rhill@jmmtlawfirm.com

Total Assets: $15,006,500.00

Total Debts:  $11,271,508.88

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------

Byrd Maintenance Services                          $1,903,701
P.O. Box 1009
Decatur, AL 35601

McLain-Patel Alternative        Business Loan        $300,000
   Energy, LLC
P.O. Box 2199
Huntsville, AL 35804

Integrity Electric                                    $275,838
3498 Highway 20 West, Ste. 1
Decatur, AL 34601

M&W Equipment                                         $125,220

Internal Revenue Service        941 Taxes             $125,000

K-4 Ventures                                          $119,500

Sentinel, Inc.                                        $105,000

Industrial Chemical                                    $81,665

Key Engineering                                        $69,857

Premier System Integrators                             $65,571

HydraSep                                               $61,944

First Insurance Funding Corp.                          $54,344

Morin Process Equipment                                $47,581

American Pipe & Supply                                 $32,034

Athens Utilities                                       $29,508

BC/BS of Alabama                                       $19,536

Hielscher                                              $15,940

Industrial Rubber & Supply                             $13,927

Mid-South Refrigeration                                 $9,575

CDPA                                                    $9,449

The petition was signed by Melvin Kilgore, manager.


BAY AREA REAL: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Bay Area Real Estate Group, LLC
        201 Spear Street, Suite 1100
        San Francisco, CA 94105

Bankruptcy Case No.: 09-31357

Chapter 11 Petition Date: May 21, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Basil J. Boutris, Esq.
                  Law Offices of Vaught and Boutris
                  80 Swan Way #320
                  Oakland, CA 94621
                  Tel: (510) 430-1518
                  Email: basil@vaughtboutris.com

Total Assets: $1,900,000

Total Debts: $1,436,560

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

          http://bankrupt.com/misc/canb09-31357.pdf

The petition was signed by James Kennedy, member manager of the
Company.


BELLISIO FOODS: Moody's Downgrades Corporate Family Rating to 'B2'
------------------------------------------------------------------
Moody's Investors Service downgraded Bellisio Foods, Inc.'s
Corporate Family Rating to B2 from B1, and its Probability of
Default Rating to B3 from B1.  The B1 rating of its $155 million
first lien senior secured credit facilities remained unchanged.
The rating outlook is stable.

The downgrade of the CFR to B2 reflects Bellisio's weak operating
performance that was well below Moody's expectation, evidenced by
its eroded market share in the retail segment, sharply contracted
operating margin and negative free cash flow.  The performance
shortfall forced the company to obtain an amendment under its
recently consummated credit facilities, in order to avoid a
covenant violation under its credit agreement.  Moody's expects
the challenging operating environment, such as a low consumer
confidence and very competitive landscape in a protracted
recession, will further pressure the company's revenues and
operating profit over the intermediate term, resulting in a credit
profile that is not consistent with a B1 rating.  Favorably, the
B2 CFR incorporates its established position as value player in
the single serve entr‚e category and respectable name recognition.

The downgrade of PDR to B3 encompasses Moody's concern regarding
the company's prospective ability to stay compliant with the
revised covenants.  These covenants will tighten gradually in the
coming quarters.  Should the company not be able to improve its
financial performance steadily, the cushion under these covenants
would become tenuous again.

While some further deterioration in operating and credit metrics
is likely, the stable outlook anticipates stabilization in the
revenue base, market share and operating margin over the medium
term, reflecting expected run-rate credit metrics that would be
solid for the B2 rating category.  Moody's expects Bellisio's
EBITA/Interest would approximate 1.5x and Debt/EBITDA below 4.5x
on a normalized basis.

The rating actions are:

Ratings downgraded:

* Corporate Family Rating -- to B2 from B1
* Probability of Default Rating -- to B3 from B1

Ratings remain unchanged:

* $25 million senior secured revolving credit facility -- B1
  (LGD2,27%) *

* $130 million senior secured term loan -- B1 (LGD2, 27%) *

Outlook: stable

* LGD rate was revised to LGD2, 27% from LGD3, 43% based on
  Moody's Loss Given Default Methodology

Bellisio's last rating action occurred on August 26, 2008, when
Moody's affirmed its CFR at B1 and assigned B1 rating to the
proposed credit facilities.

Headquartered in Minneapolis, Minnesota, Bellisio Foods, Inc. is
the third largest producer of frozen entrees in the United States.
Bellisio's brand portfolio includes Michelina's, Fusion Culinary
and, most recently, Joy of Cooking.  The company also produces
private label goods.  Sales for the twelve months ended December
31, 2008 were approximately $367 million.


BENT REBAR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bent Rebar, LLC
           dba Bent Rebar Company
        410 Annie Street
        Coeur D Alene, ID 83815

Bankruptcy Case No.: 09-20528

Chapter 11 Petition Date: May 21, 2009

Court: United States Bankruptcy Court
       District of Idaho (Coeur dAlene)

Judge: Chief Judge Terry L. Myers

Debtor's Counsel: Bruce A. Anderson, Esq.
                  1400 Northwood Ctr Ct #C
                  Coeur d'Alene, ID 83814
                  Tel: (208) 667-2900
                  Fax: (208) 667-2150
                  Email: baafiling@ejame.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/idb09-20528.pdf

The petition was signed by Christopher L. Uecke, president and
managing member of the Company.


BEST ROOFING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Best Roofing Technology, Inc.
        1462 Trindle Road
        Carlisle, PA 17015

Bankruptcy Case No.: 09-03856

Chapter 11 Petition Date: May 20, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Debtor's Counsel: Robert L. Knupp, Esq.
                  Knupp Law Offices, LLC
                  407 North Front Street
                  PO Box 630
                  Harrisburg, PA 17108
                  Tel: (717) 238-7151
                  Fax: (717) 238-5258
                  Email: knuppbkcy@yahoo.com

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

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/pamb09-03856.pdf

The petition was signed by Dwight West, president of the Company.


BEVERLY HILLS WASTE: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Beverly Hills Waste Management Corporation
        670 W. Colbert Court
        Beverly Hills, FL 34465-8761

Bankruptcy Case No.: 09-04074

Chapter 11 Petition Date: May 20, 2009

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

Debtor's Counsel: Jason B. Burnett, Esq.
                  GrayRobinson, P.A.
                  50 N. Laura Street, Suite 1100
                  Jacksonville, FL 32202
                  Tel: (904) 598-9929
                  Email: jburnett@gray-robinson.com

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

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

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

           http://bankrupt.com/misc/flmb09-04074.pdf

The petition was signed by John W. Patton III, president of the
Company.


BEXAR COUNTY: Moody's Cuts Rating on $14.6 Mil. Bonds to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating on the $14.6
million Bexar County Housing Finance Corporation's Multifamily
Housing Revenue Bonds (Dymaxion & Marbach Park Apartments Project)
Series 2000A to Ba3 from Ba2 and has downgraded the $1.4 million
2000C to B2 from B1.  The downgrades were based upon declines in
debt service coverage and an under funded debt service fund for
2000C.  The outlook on the bonds is negative due to weak forecasts
for occupancy and rent growth.

Legal Security: The bonds are limited obligations payable solely
from the revenues, receipts and security pledged in the Trust
Indenture.

                       Recent Developments

The weighted average monthly occupancy for calendar year 2008 is
88.1%.  The low weighted average occupancy is due to the 84.1%
occupancy at Marbach Park, while Dymaxion is performed
satisfactorily with an occupancy of 94.4%.  According to Torto
Wheaton Research, occupancy for 2008 averaged 93.5% in northwest
San Antonio where Dymaxion is located and averaged 91.8% in south
Santo Antonio where Marbach Park is located.

Debt service coverage for fiscal year 2008 was satisfactory at
1.27x for 2000A and 1.13x for 2000C.  Nine months of actual
unaudited financials for fiscal 2009 indicate coverage has dropped
substantially.  The decrease is due to a decline in rental
revenues but is also due to a substantial drop in investment
income.  While debt service reserve funds are invested in
guaranteed investment contracts and earn fixed rates, other
investments earn current market rates and have dropped sharply.
Interim 2009 financial statements indicate 2000A debt service
coverage will remain above 1.0x; 2000C coverage is below 1.0x.
The trustee reports the debt service fund for 2000A is fully
funded while the debt service fund for 2000C is under funded by
$57,593.75 as of 5/19/2009.

Torto Wheaton Research forecasts indicate occupancy in the
Northwest San Antonio submarket will decrease slightly to 92.8%%
in 2009 from 93.5% in 2008.  Rent growth is forecasted to decline
0.5% for the same period.  The TWR forecast for the South San
Antonio submarket is weaker with occupancy to remain at the 2008
average of 91.8% in 2009.  Rent growth in South San Antonio is
forecasted to be particularly weak in 2008, with a 1.6% decline
projected.  Moody's believes limited rent growth will likely have
a negative impact on debt service coverage levels.

The last rating action was on January 30, 2008 when Series 2000A
was downgraded to Ba2 and 2000C was downgraded to B1.

                             Outlook

The outlook on the bonds is negative from due to forecasted
declines in occupancy and weak rent growth in the submarkets where
the properties are located.

               What Could Cause the rating to go UP

A sustained improvement in debt service coverage and a solid rent
growth forecast.

              What Could Cause the rating to go DOWN

A decline in debt service coverage and/or a tapping of a debt
service reserve fund.


BIOHEART, INC: Posts $15.7MM Deficit; Warns of Possible Bankruptcy
------------------------------------------------------------------
Bioheart, Inc., and its subsidiaries filed a form Form 10-Q with
the U.S. Securities and Exchange Commission for the quarter ended
March 31, 2009, listing $1,416,467 in total assets, $17,096,081 in
total liabilities, and $15,679,614 in deficit.

The Company said that it has generated substantial net losses and
negative cash flow from operations since inception and anticipate
incurring significant net losses and negative cash flows from
operations for the foreseeable future as the Company continues
clinical trials, undertake new clinical trials, apply for
regulatory approvals, make capital expenditures, add information
systems and personnel, make payments pursuant to its license
agreements upon its achievement of certain milestones, continue
development of additional product candidates using its technology,
establish sales and marketing capabilities and incur the
additional cost of operating as a public company.

The Company recognized revenues of $109,000 in the three-month
period ended March 31, 2009, compared to revenues of $26,000 in
the three-month period ended March 31, 2008.  In both periods, all
revenue was generated from the shipment of MyoCath catheters to
parties other than Advanced Cardiovascular Systems, Inc.

"In the three-month period ended March 31, 2008, we recognized
$61,500 in development revenues from cell-culturing services
provided pursuant to the clinical supply agreement entered with
BHK, Inc.  No such revenues were recognized in the three-month
period ended March 31, 2009," the Company added.

Cost of sales was $49,000 in the three-month period ended
March 31, 2009, compared to $3,000 in the three months ended
March 31, 2008.  The cost per catheter sold in the three-month
periods ended March 31, 2009, and 2008 were approximately the
same.  However, a portion of the catheters sold in 2008 had no
inventory cost as they had been written off in prior years.

Research and development expenses were $626,000 for the three-
month period ended March 31, 2009 compared to $1.4 million in the
three-month period ended March 31, 2008, a decrease of $732,000.
The decrease was primarily attributable to a reduction in the
amount of sponsored research and a reduction in costs related to
our SEISMIC, MYOHEART, and MARVEL Trials.

"The timing and amount of our planned research and development
expenditures is dependent on our ability to obtain additional
financing," the Company said.

Marketing, general and administrative expenses were $647,000 for
the three-month period ended in March 31, 2009, compared to
$1.1 million in the three-month period ended March 31, 2008, a
decrease of $425,000.  The decrease in marketing, general and
administrative expenses is attributable, to a decrease in stock-
based compensation expense, salaries & wages, legal fees and
accounting fees.

Interest income consists of interest earned on our cash and cash
equivalents.  Interest income was $10 in the three months ended
March 31, 2009 compared to interest income of $34,000 in the
three-month period ended March 31, 2008.  The decrease in interest
income was primarily attributable to lower cash balances in the
three-month period ended March 31, 2009, compared to the three-
month period ended March 31, 2008.

Interest expense primarily consists of interest incurred on the
principal amount of the BlueCrest and the Bank of America Loans,
accrued fees and interest earned by the guarantors of the Bank of
America Loan, the amortization of related deferred loan costs and
the amortization of the fair value of warrants issued in
connection with the BlueCrest and Bank of America Loans.  The fair
value of the warrants originally issued in connection with the
Bank of America Loan was amortized by the end of January 2008.
"Our debt carries interest rates ranging from 4.75% to 13.50% as
of March 31, 2009," the Company said.

Interest expense was $558,000 in the three-month period ended
March 31, 2009, compared to $933,000 in the three-month period
ended March 31, 2008.  Interest incurred on the principal amount
of our outstanding loans and interest and fees earned by the
guarantors totaled $277,000 and $315,000 in the three-month
periods ended March 31, 2009 and 2008, respectively.  Amortization
of deferred loan costs and amortization of the fair value of
warrants issued in connection with the BlueCrest and Bank of
America Loans totaled $77,000 and $616,000 in the three-month
periods ended March 31, 2009, and 2008.  The three-month period
ended March 31, 2009, also includes $200,000 of interest expense
related to the discount associated with the convertible debt
issued and converted during the period.

"In 2009, we continue to finance our considerable operational cash
needs with cash generated from financing activities," the Company
said.   Net cash used in operating activities was $101,000 in the
three months ended March 31, 2009, as compared to $4.5 million of
cash used in the three months ended March 31, 2008.

"Our use of cash for operations in the three months ended
March 31, 2009, reflected a net loss generated during the period
of $1.8 million.  However, our net loss was significantly offset
by a decrease in prepaid expenses and other current assets of
$441,000, an increase in accounts payable of $494,000 and an
increases in accrued expenses of $445,000.  The decrease in
prepaid expenses and other current assets was due to the refund of
upfront payments under an agreement with the contract research
organization that we are utilizing for the MARVEL Trial.
"Accounts payable increased as we have sought to conserve cash
until significant additional financing is obtained," the Company
said.

The Company said, "Our use of cash for operations in the three
months ended March 31, 2008, reflected a net loss generated during
the period of $3.3 million and an increase in prepaid expenses and
other current assets of $2.5 million.  The increase in prepaid
expenses and other current assets was due to upfront payments
under an agreement with the contract research organization that we
are utilizing for the MARVEL Trial.  Partially offsetting these
uses of cash were amortization of the fair value of warrants
granted in connection with the BlueCrest Loan and Bank of America
Loan of $457,000, an increase in accrued expenses and deferred
rent of $264,000, an increase in accounts payable of $259,000,
stock-based compensation of $212,000 and amortization of loan
costs incurred in connection with the BlueCrest Loan and Bank of
America Loan of $159,000."

No cash was used in investing activities in the three-month period
ended March 31, 2009.  Net cash used in investing activities was
$18,000 in the three-month period ended March 31, 2008.  "All of
the cash utilized in investing activities in the three-month
period ended March 31, 2008, related to our acquisition of
property and equipment," the Company said.

Net cash provided by financing activities was $222,000 in the
three-month period ended March 31, 2009, compared to $3.8 million
in the three-month period ended March 31, 2008.

"In the three-month period ended March 31, 2009, we received net
proceeds of $190,000 in connection with the issuance of
convertible debt and shares of common stock.  The lenders
converted the convertible debt to shares of common stock during
the three-month period ended March 31, 2009.  In the three-month
period ended March 31, 2009, we also received $32,000 from the
exercise of stock options," the Company said.

On February 22, 2008, the Company completed its IPO of common
stock pursuant to which it sold 1,100,000 shares of common stock
at a price per share of $5.25 for net proceeds of $1.45 million.
The Company said, "The Consolidated Statement of Cash Flows for
the three months period ended March 31, 2008, reflects our receipt
of approximately $4.27 million of 'Proceeds from initial public
offering of common stock, net.'  The $4.27 million cash proceeds
figure is approximately $2.82 million higher than the
$1.45 million IPO net proceeds figure identified above due to our
payment of $2.82 million of various offering expenses prior to
January 1, 2008."

In the three-month period ended March 31, 2008, the Company repaid
$398,000 of principal on the BlueCrest Loan and paid $95,000 of
costs incurred in connection with the extension of the maturity
date of the Bank of America Loan.

The Company's MyoCell product candidate has not received
regulatory approval or generated any material revenues.  "We do
not expect to generate any material revenues or cash from sales of
our MyoCell product candidate until 2010, if ever.  We have
generated substantial net losses and negative cash flow from
operations since inception and anticipate incurring significant
net losses and negative cash flows from operations for the
foreseeable future.  Historically, we have relied on proceeds from
the sale of our common stock and our incurrence of debt to provide
the funds necessary to conduct our research and development
activities and to meet our other cash needs," the Company said.

At March 31, 2009, the Company had cash and cash equivalents
totaling $171,000; however, the Company's working capital deficit
as of that date was $12.7 million.

The Company has incurred significant operating losses over the
past several years and has a deficit accumulated during the
development stage of $98.6 million as of March 31, 2009.  In
addition, as of March 31, 2009, the Company's current liabilities
exceed current assets by $12.7 million.  Current liabilities
include notes payable of $5.4 million.  The Company also has an
obligation of $3 million to its chairman and his spouse.  The
Company does not have sufficient cash to support its operations
through December 2009.  The Company will need to secure
significant additional sources of capital in June 2009 to develop
its business and product candidates as planned.

Possible Bankruptcy

The Company currently has no commitments or arrangements from
third parties for any additional financing to fund research and
development and other operations.  The Company is seeking
substantial additional financing through public and private
financing, which may include equity and debt financings, research
grants, and through other arrangements, including collaborative
arrangements.  The Company may seek loans from certain of our
executive officers, directors and current shareholders.  However,
financing may not be available to the Company or on terms
acceptable to the Company.  The Company's inability to obtain
additional financing would have a material adverse effect on its
financial condition and ability to continue operations.
Accordingly, the Company could be forced to significantly curtail
or suspend operations, default on its debt obligations, file for
bankruptcy or seek to sell some or all of its assets.  The Company
said that its continuation as a going concern is uncertain.

The Company's financial statements are available at:

               http://ResearchArchives.com/t/s?3d28

Based in Sunrise, Florida, Bioheart Inc. --
http://www.bioheartinc.com/-- develops intelligent devices and
biologics that help monitor, diagnose and treat heart failure and
cardiovascular diseases.  Its lead product candidate, MyoCell(r),
is an innovative clinical muscle-derived stem cell therapy
designed to populate regions of scar tissue within a patient's
heart with new living cells for the purpose of improving cardiac
function in chronic heart failure patients.  The Company's
pipeline includes multiple product candidates for the treatment of
heart damage, including Bioheart Acute Cell Therapy, an
autologous, adipose tissue-derived stem cell treatment for acute
heart damage, and MyoCell(r) SDF-1, a therapy utilizing autologous
cells that are genetically modified to express additional
potentially therapeutic growth proteins.


BOCA HOLLY: Lender to Sell Pledged Collateral at June 2 Auction
---------------------------------------------------------------
In a legal notice, Madeleine L.L.C., Lender, advises that it will
sell at a public auction on June 2, 2009, at 11:00 a.m. EDT, the
collateral securing the obligations owed to it by Boca Holly Hill
LP, Ltd., because of Events of Default, which defaults are
continuing, under that certain Loan Agreement dated as of July 6,
2006, and that certain Pledge Agreement also dated as of July 6,
2006.

The auction will take place at the law offices of Lender's
counsel, Orrick, Herrington & Sutcliffe LLP, 666 Fifth Avenue, New
York, NY.

The collateral to be sold at the auction consists of (a) an
undivided 99.0% limited partnership interest in Holly Hill
Associates, Ltd., and (b) an undivided 1.0% general partnership in
Holly Hill Associates, Ltd., together will all accounts, general
intangibles, instruments and investment property constituting or
relating to the foregoing, and all proceeds, income and profits
thereof.

Interested parties may contact Lender's counsel:

     Jill D. Block, Esq.
     Tel: (212) 506-5080
     email: jblock@orrick.com


BRODER BROS: Moody's Downgrades Default Rating to 'Ca/LD'
---------------------------------------------------------
Moody's Investors Service lowered its Probability of Default
Rating on Broder Bros., Co. to Ca/LD from Ca.  The company's
Corporate Family Rating was affirmed at Ca and the rating on the
company's $225 million senior unsecured notes was affirmed at C.
The rating outlook is stable.

The rating action results from Broder's announcement that it has
completed a financial restructuring.  The company retired an
aggregate of $213.5 million in principal amount of its 11.25%
senior notes due 2010 in exchange for $94.9 million in aggregate
principal amount of newly issued notes due in 2013 and shares of
the company's common stock, which shares in the aggregate
represent approximately 96% of its common stock outstanding.
Moody's considers this exchange a distressed exchange that is
tantamount to an out of court restructuring.

Moody's will shortly withdraw all ratings assigned to Broder.

This rating was lowered and will be withdrawn shortly:

  -- Probability of Default Rating to Ca/LD from Ca

These ratings were affirmed, and will be withdrawn shortly:

  -- Corporate Family Rating at Ca

  -- $225 million senior unsecured notes due 2010 at C (LGD 5,
     73%)

The last rating action on Broder Bros., Co. was on March 4, 2009
when the company's Corporate Family and Probability of Default
Ratings were lowered to Ca from Caa3.

Broder Bros., Co., based in Trevose, Pennsylvania, is a leading
distributor of imprintable sportswear and accessories in the U.S.


BRUNO'S SUPERMARKETS: Court Sets June 19 General Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama has
established 5:00 p.m. (Pacific Time) on June 19, 2009, as the last
day for filing of proofs of claim in Bruno's Supermarkets, LLC, et
al's bankruptcy cases.

The governmental bar date is 5:00 p.m. (Pacific Time) on
August 14, 2009.

Proofs of claim must be filed so as to be received on or before
the applicable bar dates, by mail, overnight courier or messenger
at:

  Bruno's Claims Processing
  c/o Kurtzman Carson Consulants LLC
  2335 Alaska Avenue
  El Segundo, CA 90245

Bruno's Supermarkets, LLC, is a privately held company
headquartered in Birmingham, Alabama.  Bruno's is the parent
company of the Bruno's, Food World, and FoodMax grocery store
chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax
locations in Alabama and the Florida panhandle.  Founded in 1933,
Bruno's has operated as an independent company since 2007 after
undergoing several transitions and changes in ownership starting
in 1995.

Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's
lead counsel.  Najjar Denaburg, P.C., is the Debtor's conflicts
counsel.  Greenberg Traurig, LLP, is the official committee of
unsecured creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor.  When Bruno's filed for Chapter 11
protection from its creditors, it listed assets and debts of
between $100 million and $500 million each.


BRUNO'S SUPERMARKETS: Wants Plan Deadline Extended to June 26
-------------------------------------------------------------
Bruno's Supermarkets, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Alabama for a short extension of its
exclusive period to propose a plan to June 26, 2009, and its
exclusive period to solicit acceptances of a plan until
August 28, 2009.

The Debtor tells the Court that the extension of its exclusive
periods will increase the likelihood that the plan that is
ultimately proposed will maximize distributions to all creditors.

Bruno's Supermarkets, LLC, is a privately held company
headquartered in Birmingham, Alabama.  Bruno's is the parent
company of the Bruno's, Food World, and FoodMax grocery store
chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax
locations in Alabama and the Florida panhandle.  Founded in 1933,
Bruno's has operated as an independent company since 2007 after
undergoing several transitions and changes in ownership starting
in 1995.

Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's
lead counsel.  Najjar Denaburg, P.C., is the Debtor's conflicts
counsel.  Greenberg Traurig, LLP, is the official committee of
unsecured creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor.  When Bruno's filed for Chapter 11
protection from its creditors, it listed assets and debts of
between $100 million and $500 million each.


CAREFREE MULE: Hires Marcus & Millichap to Seek Buyers for Resort
-----------------------------------------------------------------
Curtis Riggs at Sonoran News reports that real-estate investment
firm Marcus & Millichap has been hired to find buyers for an
upcoming auction of Carefree Mule Train Ventures LLC's 146-room
Carefree Resort & Villas.

Sonoran News quotes Carefree Town Administrator Gary Neiss as
saying, "The resort is in Chapter 11 so they will most likely sell
the business."  The Carefree Resort is the only profitable
property owned by Tiburon Capital Corp, the news source points
out.

The town of Carefree, Arizona, will try to ensure that Carefree
Resort's viability during the transition from bankruptcy
reorganization, while making sure any future renovations fit into
surrounding neighborhoods well, Sonoran News states, citing Mr.
Neiss.  According to the report, Mr. Neiss averred that the resort
is a major-contributor to the town's sales-tax base.

Carefree Mule Train Ventures LLC owns and operates the Carefree
Resort and Villas in Carefree, Arizona.  Located in the Sonoran
desert, the resort has 369 rooms, has a golf course and spa.  The
company filed for Chapter 11 on November 21, 2008 (Bankr. D. Ariz.
Case No. 08-16838).  In its bankruptcy petition, the Company
estimated assets of less than $50 million and debts exceeding $50
million.


CHEM-AWAY: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Chem-Away, Inc.
        1502 Westbrook Ct
        Modesto, CA 95358

Bankruptcy Case No.: 09-91450

Chapter 11 Petition Date: May 20, 2009

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

Judge: Robert S. Bardwil

Debtor's Counsel: David F. Brown, Esq.
                  719 14th St
                  Modesto, CA 95354
                  Tel: (209) 605-3312

Estimated Assets: $0 to $50,000

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

A list of the Company's 2 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb09-91450.pdf

The petition was signed by Sharon M. Hamilton, president of the
Company.


CHRYSLER LLC: Indiana Pensioners Want Examiner or Ch. 11 Trustee
----------------------------------------------------------------
The Indiana Pensioners asks the U.S. Bankruptcy Court for the
Southern District of New York to appoint a Chapter 11 trustee
under Sections 1104 and 1112(b) of the Bankruptcy Code, and an
examiner pursuant to Section 1104(c) of the Bankruptcy Code, in
Chrysler LLC and its debtor-affiliates' Chapter 11 cases.

The Indiana Pensioners consist of the Indiana State Teachers
Retirement Fund, the Indiana State Police Pension Trust, and the
Indiana Major Moves Construction Fund, which are holders of the
Debtors' Senior Secured Debt.

The Debtors' Senior Secured Debt pertains to the Amended and
Restated First Lien Credit Agreement, dated as of August 3, 2007,
between the Debtors, JPMorgan Chase Bank N.A., as administrative
agent, and certain lenders party thereto from time to time, under
which the Senior Secured Lenders are owed $6.9 billion, secured by
a first lien on substantially all of the Debtors' assets,
including their plants, equipment, inventory, bank accounts, and
almost every other U.S. asset owned by the Debtors.

Glenn M. Kurtz, Esq., at White & Case LLP, in New York, serves as
counsel for the Indiana Pensioners.

Thomas E. Lauria, Esq., a partner at White Case LLP, is also
representing the Indiana Pensioners.  Mr. Lauria represented the
Non-TARP Lenders, which strongly opposed the Chrysler-Fiat
Transaction.  The Non-TARP Lenders was reported to have disbanded
a few weeks ago.

The Wall Street Journal says the legal strategy of the Indiana
Pensioners resembles a plan that lawyers presented to the Non-TARP
Lenders before the group disbanded, according to people familiar
with the matter.

"It is imperative that this Court appoint a chapter 11 trustee to
ensure that an independent, disinterested person makes business
decisions that are in the best interests of these estates and that
are in keeping with their statutory fiduciary duties to
stakeholders," Mr. Kurtz asserts.  "This remedy is warranted by
the unprecedented degree to which the Debtors have been unable or
unwilling to perform their basic fiduciary responsibilities in the
face of pressure and instruction from the U.S. government to do
otherwise," he said.

My. Kurtz relates that the Debtors have ceded control over their
business and their restructuring efforts to the United States
Treasury Department.  The Indiana Pensioners believe that the
Treasury Department -- through the Debtors -- is in turn
attempting to use the bankruptcy cases as a device to impose a sub
rosa plan of reorganization that improperly rewards creditor
groups the government deems politically important to the
detriment, and at the expense of, Chrysler's Senior Secured
Lenders.  In so doing, Mr. Kurtz says, the Debtors are ignoring
fundamental principles of bankruptcy law by allocating
distributions according to the government's political agenda
rather than the creditors' legal priority.  "So defective is the
strategy that if it were presented in a chapter 11 plan,
and subjected to all the creditor protections afforded thereby, it
clearly could not be confirmed," he contends.

Mr. Kurtz notes that the Treasury Department has taken these
actions under the purported authority of the Troubled Asset Relief
Program.  But neither TARP nor the Emergency Economic
Stabilization Act under which TARP was promulgated authorizes the
Treasury Department to make loans to, or take control of, an
automotive company.  Nor does any federal statute authorize the
Treasury Department to use its control to destroy the property
rights of creditors, he says.  To the contrary, Mr. Kurtz
continues, TARP expressly prohibits those actions.

A second, and independent, basis for the appointment of a trustee
exists under Sections 1112 and 1104 of the Bankruptcy Code, Mr.
Kurtz explains.   "These provisions require the Court to appoint a
chapter 11 trustee (or convert the case to chapter 7) where the
Debtors' business is suffering 'substantial or continual decline'
with no reasonable chance of rehabilitation.  Here, the Debtors'
own filings establish that this is the case."

Mr. Kurtz further notes that the Court should immediately appoint
an examiner to investigate the manner in which the government has:

  -- exceeded its authority;

  -- caused the Debtors to breach their fiduciary duties;

  -- dominated and controlled all of the key decisions and
     assessments the Debtors are required to make; and

  -- otherwise utilized the bankruptcy process to advance its
     own agenda at the expense of the Debtors' estates.

"[T]he Debtors and the government are not only trampling on the
legal rights of Chrysler creditors, they are also in clear
violation of TARP, the EESA, and the Constitution of the United
States," Mr. Kurtz complains.  "This cannot be allowed to
continue.  The Court must appoint a trustee to put the Debtors
back into the hands of disinterested management that will run the
Debtors' businesses for the best interest of the estates and in
accordance with the Debtors' fiduciary obligations to their
creditors.  In the interim, an examiner should also be appointed
to investigate and report on the role of the government in these
proceedings."

                 Request to Withdraw Reference

In a separate request, the Indiana Pensioners seek entry of an
order withdrawing the reference made to the United States
Bankruptcy Court with respect to:

    (i) the issues the Pensioners have raised,

   (ii) the Debtors' proposed sale of substantially all of its
        assets to Fiat S.p.A., and

  (iii) the Pensioners' request to convert cases or appoint a
        Chapter 11 Trustee and for immediate appointment of an
        Examiner.

The mandatory withdrawal statute, Section 157(d) of the Judiciary
Procedures Code, "require[s] withdrawal to the district court of
cases or issues that would otherwise require a bankruptcy court
judge to engage in significant interpretation, as opposed to
simple application, of federal laws apart from the bankruptcy
statutes."

That standard is readily met when novel issues or constitutional
questions are raised, Mr. Kurtz asserts.  "Such issues are plainly
raised by what the Government is attempting to do in [Chrysler's]
bankruptcy proceeding, including through the pending Sale Motion
and by the issues set forth in the Trustee/Examiner Motion," he
adds.

"Adopting a raw 'the ends justify the means' rationale, the
Treasury Department has taken constructive possession of Chrysler
and is requiring it to adopt a sale plan in bankruptcy that
violates the most fundamental principles of creditor rights --
that first tier secured creditors have absolute priority,
including over junior and unsecured creditors," Mr. Kurtz asserts.
"Remarkably, the Government has orchestrated a plan that pays the
secured lenders only 29% of their claims, while providing par
recovery to certain unsecured creditors.  This result, while
perhaps reflecting a political compromise, has no basis in the
law," he says.

Mr. Kurtz informs the Court that the Government's action is not
authorized by any statute, including TARP, and violates the
unambiguous provisions of the Emergency Economic Stabilization Act
and the Constitution of the United States.

"These critical issues must be decided by the district court and
withdrawal of the reference is therefore required," he maintains.

It is also clear from the face of the EESA that what the
Government is doing by favoring certain unsecured creditors --
that is, the United Auto Workers and trade creditors -- to the
detriment of others, including the Indiana Pensioners, is
expressly prohibited by the statute, Mr. Kurtz argues.

What the Treasury Secretary is attempting to do constitutes a
taking in violation of the Fifth Amendment to the United States
Constitution, he asserts.

According to Mr. Kurtz, the powers granted to the Executive Branch
under TARP do not include the extraordinary actions taken by the
Government to date.  Whatever powers the Treasury Department may
have under TARP, it does not have the power to control the entire
restructuring of a company to the detriment of the company's
secured creditors and for the benefit of other interest groups so
that certain broader policy and political objectives may be
achieved.  "One of the biggest ironies of the Government's misuse
of its TARP authority here is that the very statute that was
intended to free up lending in this country is being used to
improperly discriminate against, and thereby ultimately deter, the
very people who are critical to fully and properly functioning
financial system -- secured lenders," he says.

In light of the Government's conduct, which has infected the
Debtors' Chapter 11 proceeding and caused the Debtors' complete
abdication of its own fiduciary duties to act in the best
interests of all creditors, the Indiana Pensioners have filed
their Trustee/Examiner Motion and are seeking the appointment of
independent parties who will act impartially, in the interests of
all creditors, and according to the law as written.

The Indiana Pensioners assert that the Trustee/Examiner Motion and
the Sale Motion cannot be approved without consideration of these
issues, all of which are novel issues of federal law outside of
the Bankruptcy Code, and several of which raise constitutional
challenges.

"This entire bankruptcy proceeding is fundamentally predicated on,
and cannot be decided without, consideration of these issues. Even
the Government has recognized that its approach here is
extraordinary and unprecedented," he asserts.  "Mandatory
withdrawal of the reference to the district court is, therefore,
required."

Todd A. Gluckman, Esq., at White & Case LLP, filed with the Court
a declaration in support of the Indiana Pensioners' Motion to
Withdraw the Reference.

          Bankruptcy Court Denies Stay of Proceedings

At a hearing held May 20, 2009, Judge Arthur J. Gonzalez denied an
emergency request filed by the Indiana Pensioners for a stay of
proceedings, and for preliminary relief to enjoin the proceedings,
pending determination of their request to Withdraw the Reference.

Citing In re Interco, Inc., 135 B.R. 359, 361 (Bankr. E.D. Mo.
1991), Judge Gonzalez said, "the rule clearly states that the
bankruptcy court is not required to stay proceedings pending the
district court's decision on the motion to withdraw the
reference."

To prevail on the Emergency Stay Request, the Indiana Pensioners
must demonstrate (a) the likelihood of prevailing on the merits,
(b) that it will suffer irreparable harm if the stay is denied;
(c) that the Debtors will not be substantially harmed by the stay;
and (d) that the public interest will be served by granting the
stay.

Judge Gonzalez pointed out that the Indiana Pensioners:

  * have not proven that they will suffer irreparable harm, in
    the absence of a stay of the proceedings;

  * failed to demonstrate that "irreparably injury is likely in
    the absence of an injunction";

  * have not established that the absence of a stay will result
    in a diminution in recovery of the value of their claim
    against the estate;

  * failed to establish that the absence of a stay will result
    in a monetary loss;

  * has not established that the imposition of a stay would not
    result in substantial harm to the Debtors; and

  * failed to clearly demonstrate that they have a substantial
    likelihood of succeeding on their Motion to Withdraw
    Reference.

The record clearly indicates that conducting the Sale Hearing on
May 27, 2009 is imperative to the future of the Debtors and any
delay could result in substantial and irreparable harm to the
Debtors and the estate, notes Judge Gonzalez.  Staying the
proceedings would vitiate several vital agreements negotiated
amongst the Debtors and various constituents; thereby augmenting
the harm to the estate should the Sale Hearing not go forward as
contemplated, he said.

Moreover, Indiana Pensioners' papers do not address the
fundamental issue of whether they have standing to challenge any
governmental action, Judge Gonzalez pointed out.

"[The Indiana Pensioners] is permitted to seek stay any sale
authorization pending appeal.  If the [Pensioners] takes this
step, then the reversal or modification of any sale authorization
on appeal can affect the validity of a sale, thereby preserving
the [Pensioners'] rights," Judge Gonzalez noted.

       IP Turns to District Court for a Stay Order

The Indiana Pensioners' Motion to Withdraw the Reference was
delivered to the U.S. District Court for the Southern District of
New York on May 20, 2009, and the Clerk assigned Case No.
09-cv-04743 to the proceeding.

The district court judge assigned to the matter is Judge Loretta
A. Preska.  Judge Thomas P. Greisa, as part 1 judge, will be
handling matters related to the Withdrawal Motion during the week
of May 25, 2009.

Following Judge Gonzalez's denial of their request for a stay, the
Indiana Pensioners asked Judge Preska for a stay of the Fiat Sale
Hearing scheduled for May 27 pending the resolution of their
request to Withdraw the Reference.

"A brief stay of the bankruptcy proceeding should be granted so
that Judge Preska has an opportunity to rule upon the serious
statutory and constitutional questions that are raised in the
bankruptcy proceeding and by the Indiana Pensioners' objections to
the proposed sale of all of Chryslers' assets," explains Mr.
Kurtz.  "The Debtors' assertion that any stay past May 27 will
irreparably harm the Debtors is simply not supported by the
undisputed record here.  Rather, the Debtors' own filings with the
bankruptcy court establish that the proposed sale of assets need
not be completed until July 15, 2009," he points out.

Mr. Kurtz contends that absent a stay, the Bankruptcy Court will
adjudicate the Indiana Pensioners' Sale Objection -- including
their nonbankruptcy federal law objections -- at the May 27
hearing.  The seven day period does not give the Indiana
Pensioners any meaningful opportunity to engage in discovery or
develop a factual record with which to challenge the proposed
Sale, he says.  "The Indiana Pensioners will be effectively
deprived of their right to challenge the Debtors' factual basis
for supporting a transaction that transfers billions of dollars
worth of assets and leaves the bankruptcy estates essentially
empty."

"Because the Indiana Pensioners' Sale Objection raises substantial
issues of non-bankruptcy federal law, they are entitled to have
their objection adjudicated in this Court," Mr. Kurtz told Judge
Preska.  "The ability to appeal an adverse ruling from the
Bankruptcy Court is no substitute for this right, which will be
forever lost if the sale hearing is held before this Court decides
if the reference should be withdrawn."

                        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 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 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: Terms of Court-Approved $4.96-Bil. DIP Financing
--------------------------------------------------------------
Judge Arthur J. Gonzales of the U.S. Bankruptcy Court for the
Southern District of New York has authorized, on a final basis,
Chrysler LLC and its affiliates to:

  (a) enter into the Second Lien Secured Priming Superpriority
      Debtor-in-Possession Credit Agreement dated as of April
      30, 2009, by and among Chrysler LLC, as borrower, and The
      United States Department of the Treasury and Export
      Development Canada, as lenders, as amended by the First
      Amendment; and

  (b) obtain postpetition financing on a secured, priming and
      super-priority basis pursuant to the terms and conditions
      of the DIP Facility, up to a maximum aggregate amount of
      $4,960,000,000.

All objections asserted against the approval of the DIP Financing
not withdrawn or resolved are overruled on the merits in all
respects, said the Court.

At the DIP hearing held May 20, 2009, Judge Gonzalez denied the
Indiana Pensioners' request to object to the DIP Financing.  Judge
Gonzalez held that the Indiana Pensioners have not filed an
objection by the deadline.

A full-text copy of the DIP Final Order is available for free at:

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

As previously reported, the Debtors obtained interim approval on
May 4, 2009, to obtain as much as $1.4 billion in initial
postpetition loan from The U. S. Treasury and EDC.

The U.S. Treasury and EDC committed to provide the Debtors $4.1
billion in postpetition loan under their Second Lien Secured
Priming Superpriority DIP Credit Agreement.  The amount, however,
was increased to $4.96 billion, according to Bloomberg News, to
provide $600 million to cover for GMAC LLC's losses that may be
incurred due to GMAC's taking over on Chrysler Financial Services
Americas LLC's financing commitments to the Debtors' dealers.

Richard H. Engman, Esq., at Jones Day, in New York, was quoted by
Bloomberg as saying that another $260 million will replace funds
transferred to Chrysler Canada.

The Court also granted the DIP Lenders an allowed super-priority
administrative expense claim for all loans, reimbursement
obligations and any other indebtedness, which may be owed by any
of the Debtors to the DIP Lenders under the DIP Facility.  Judge
Gonzalez further ruled that except for the Carve-Out, no costs or
expenses of administration of the Debtors' bankruptcy cases will
be imposed or charged against, or recovered from, the DIP Lenders.

An amount of the Commitment equal to $600,000,000 will be funded
soley by the United States Department of the Treasury to finance
the Initial Transfer and the Second Transfer -- each as defined in
and pursuant to the Master Transaction Agreement dated as of May
__, 2009 among the United States Department of the Treasury, GMAC
LLC, U.S. Dealer Automotive Receivables LLC and Chrysler LLC.

Prior to the entry the Final DIP Order, the Debtors responded to
the objections filed against the approval of the DIP Financing.
The Debtors told Judge Gonzalez that they do not believe that the
objections pose an impediment to entry of the DIP Final Order.
However, to avoid any confusion and to address the concerns raised
in the objections, the Debtors have (i) deleted the reference to
"Permitted Encumbrances" and replaced it with "Permitted Liens,"
and (ii) further clarified the meaning of "Permitted Liens" by
including certain language to the Final DIP Order.

In addition, to resolve consensually the objections pertaining to
the Budget, the Debtors revised their budget and removed certain
disclaimers.

Benteler Automotive Corporation has also withdrawn its joinder on
Robert Bosh LLC, et al.'s objection prior to the entry of the
Final DIP Order.  No reason was cited for the withdrawal.

                        First Amendment

According to the "First Amendment to Second Lien Secured Priming
Superpriority Debtor-In-Possession Credit Agreement," dated as of
May 5, 2009, the DIP Facility's commitment amount is changed from
$4.1 billion to $4.96 billion.

The First Amendment adds new terms to the DIP credit agreement,
including terms related to the First Amendment and GMAC LLC.  The
First Amendment also redefines certain terms, including Guarantor,
Master Transaction Agreement, Primed Liens and Transaction
Documents, among others.

Any advance, other than any of the $600 million GMAC Loan, made by
the Lenders after the First Amendment's effective date will be
made according to these percentages, or other agreed percentages,
provided that the percentages total 100% of that advance:

          Lender          Percentage
          ------          ----------
          EDC              26.7765%
          Treasury         73.2235%

Any GMAC Loan requested to be made in accordance with the DIP
Facility will be subject only to the satisfaction of these
conditions, which may be waived by the Treasury in its sole
discretion:

   (i) the Treasury will have received a Use of Proceeds
       Statement, which is a Borrower's certificate indicating
       in reasonable detail the intended use of the requested
       Loan; provided that the GMAC Loans may be used only for
       the purpose specified in the GMAC Master Agreement; and

  (ii) the DIP Final Order will have been entered increasing the
       aggregate amount of the Commitments by $860,000,000.

Copies of executed DIP Agreement, the First Amendment and the 9-
week DIP Budget are available for free at:

  * http://bankrupt.com/misc/CHRYSLER_DIP_Pact_Executed.pdf
  * http://bankrupt.com/misc/Chrysler_1stAmendment_DIP_Pact.pdf
  * http://bankrupt.com/misc/Chrysler_9-Week_DIP_Budget.pdf

The First Amendment will become effective upon the date on which
these conditions have been satisfied:

  (a) Each Lender will have received the First Amendment,
      executed and delivered by a duly authorized officer of the
      Borrower and the Lenders;

  (b) Each Lender will have received an acknowledgment and
      consent duly executed and delivered by each Guarantor;

  (c) The Treasury will have received an amended and restated
      Initial Note in a principal amount equal to
      $3,800,000,000, and the Canadian Lender will have received
      an amended and restated Initial Note in a principal amount
      equal to $1,160,000,000;

  (d) The Treasury will have received an amended and restated
      Additional Note in a principal amount equal to
      $253,460,000, and the Canadian Lender will have received
      an amended and restated Additional Note in a principal
      amount equal to $77,372,000;

  (e) Each Lender will have received an executed legal opinion
      of Jones Day, New York counsel to the Borrower and its
      Subsidiaries as to New York law, United States federal law
      and the Delaware Limited Liability Companies Act, and
      in-house counsel to the Borrower and its Subsidiaries;

  (f) Each Lender will have received resolutions duly adopted by
      the board of directors, or equivalent, of each Loan Party
      authorizing the execution, delivery, and performance of
      the First Amendment and the DIP Credit Agreement and the
      Loan Documents to which it is party; and

  (g) The Final Order will be entered by the Court and will
      authorize the Credit Agreement as amended by the First
      Amendment, including, the increase of the Commitments of
      the Lenders as secured by the DIP Liens.

                        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 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 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: Indiana Pensioners Say Govt.-Backed Sale Illegal
--------------------------------------------------------------
With barely a week from the May 27 hearing, Chrysler LLC hit
another snag in its bid to sell most of its assets to the new
company formed by Fiat S.p.A.

A group of Indiana pension funds holding first priority secured
claims filed an objection with the U.S. Bankruptcy Court for the
Southern District of New York, saying that Chrysler and its
affiliated debtors are requesting approval of an "illegal sub rosa
plan."

The opposition is led by the Indiana State Teachers Retirement
Fund, the Indiana State Police Pension Trust and the Indiana Major
Moves Construction Fund, which together own about $42.5 million of
Chrysler's $6.9 billion in secured debt.

"[Chrysler's] position that its business is effectively a melting
ice cube provides no grounds of approval of an illegal sub rosa
plan," says Glenn Kurtz, Esq., at White & Case LLP, in New York.
He points out that courts can approve the sale of "melting" assets
but there is no authority for approving a distribution scheme in a
sale pursuant to the bankruptcy law.

The Indiana Pensioners also complain that the proposed sale seeks
to extinguish the property rights of the secured lenders.

"[Chrysler's] proposed restructuring of stakeholders' rights seeks
to make payments of billions of dollars to unsecured creditors
while paying the secured creditors only 29 cents on the dollar,"
Mr. Kurtz says in court papers.

Mr. Kurtz also describes the financing proposed by the sale as
illegal, pointing out that the U.S. Treasury Department is
accessing funds under the Troubled Asset Relief Program which was
implemented to provide funds "only for the purchase of troubled
assets from financial institutions."

"Chrysler is an automotive company, not a financial institution.
The Treasury Department is also improperly controlling Chrysler,
without authority, before it even purports to purchase any
assets," Mr. Kurtz says.

The proposed sale of Chrysler's assets also drew criticisms from
these parties:

  * ZF Friedrichshafen AG,
  * Wayne Dodge Inc.
  * Bruce Abrahamson, et al.
  * Superior Acquisition, Inc
  * GSL Development LLC
  * Timothy Michetti
  * Revenue Collector for St. Louis
    County, Missouri
  * Hoegh Autoliners AS
  * Advanced Tooling Systems, Inc.
  * Bradford Steven & Cynthia Gail Freeland
  * Thomas Ziemczyk, Judith Stopak, Charles G. Brasili
  * Donald Miltz
  * Thomas McAlear
  * Shuert Industries Inc.
  * Liccardi Motors Inc.
  * Hazen Transport Inc.
  * Mike Pile Auto Group Ltd
  * Palmer Moving & Storage Co.
  * Committee of Chrysler Affected Dealers
  * E.I. du Pont de Nemours and Company
  * Ohio Module Manufacturing Co., LLC
  * Venice Dodge, et al.
  * St. Pete Jeep Eagle Inc.
  * Bruss North America Inc.
  * Millerstown Chrysler Inc.
  * Mid-West Forge Corporation
  * Avibank Manufacturing Inc.
  * NSS Technologies Inc.

The parties say that the information provided so far is not
sufficient to grant approval of the sale; Chrysler did not clarify
what assets to be sold; the sale would put unsecured interests
ahead of tort judgment holders and would reduce retirement
benefits; and there was lack of adequate notice to affected
dealers, among others.

Meanwhile, the Illinois Workers' Compensation Commission and the
Illinois Self-Insurers Advisory Board asked the Court to grant
them leave to file their objection to the proposed sale.  They
explain that say that were not able to comply with the deadline
due to the shortened time period and difficulties encountered
in obtaining information.

             Sale Notice Published in 3 Newspapers

Staff of The New York Times, The Wall Street Journal, Financial
Times and USA Today said that Chrysler's notice of sale of its
assets had already been published.

The notice of sale was published in the May 13 editions of
Financial Times and USA Today, and in the May 12 editions of the
two other newspapers.

                        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 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 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: R. Manzo's Updated Liquidation Analysis
-----------------------------------------------------
Robert Manzo, executive director of Capstone Advisory Group LLC,
submitted with the Court a liquidation analysis, dated May 20,
2009.  Capstone Advisory is a consultancy firm that started
working with Chrysler LLC in November 2008, and helped the Company
prepare for its bankruptcy filing.

Mr. Manzo submitted a liquidation analysis on the Petition Date.
Mr. Manzo says that the new Liquidation Analysis reflects more
recently available operating results and account balances for the
Debtors, and the ending cash balance as of the Petition date.

The Liquidation Analysis is based on unaudited book values of
Chrysler's assets as of March 31, 2009.  The Liquidation Analysis,
however, does not include recoveries resulting from any potential
preference claims, fraudulent conveyance litigation, or other
avoidance actions.

Under a liquidation scenario, Mr. Manzo anticipates these costs:

                                        Total Estimate
                                   Low               High
                             --------------     --------------
Wind down costs               $792,000,000       $586,000,000
Plant maintenance            1,395,000,000        958,000,000
Bankruptcy costs               280,000,000        278,000,000
                             --------------     --------------
                             $2,466,000,000     $1,822,000,000
                             ==============     ==============

Mr. Manzo also reveals these potential recoveries to Secured
Lenders, with calculated annual interest rate of 6.17% for the
First Lien Lenders, and 5% for U.S. Treasury:

                                        Total Estimate
                                   Low               High
                             --------------     --------------
First Lien Lenders
------------------
Net Assumed Proceeds         ($407,000,000)    $1,378,000,000
Secured Claims at filing     6,904,000,000      6,904,000,000
Percent Recovery                       N/A                20%
NPV of Assumed Proceeds                N/A      1,218,000,000
Percent Recovery                       N/A                18%

U.S. Treasury
-------------
Net Assumed Proceeds           142,000,000        252,000,000
Secured Claims at filing      4267,000,000       4267,000,000
Percent Recovery                        3%                 6%
NPV of Assumed Proceeds        126,000,000        228,000,000
Percent Recovery                        3%                 5%
                             ==============     ==============

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

http://bankrupt.com/misc/Chrysler_LiquidationAnalysis_052009.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 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 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: Dealers Object to Contract Rejections, Assumption
---------------------------------------------------------------
Chrysler LLC's plan to scrap 789 dealership agreements has been
hit by objections from dealers and other parties.  Aside from
dealership groups that said that Chrysler's proposal to reduce its
dealership network would hurt sales, other dealers have conveyed
objections to the proposal:

   -- Dave Croft Motors, Inc., a dealer that is also under
      bankruptcy protection, contends that the Debtors must first
      seek relief from the automatic stay in its bankruptcy case
      before they may be allowed to seek rejection of Croft's
      agreements.

   -- Des Moines Chrysler argues that the request is void of any
      facts evidencing that the Debtors would suffer a loss or be
      deprived of an economic benefit unless DMC's dealership is
      terminated.

Some dealers whose contracts will be assumed and assigned to a
Fiat S.p.A. owned company in connection with the sale transaction
backed by the U.S. and Canadian governments are objecting to the
proposed amounts necessary to cure defaults under their dealership
contracts.  These parties argue that the Debtors' proposed cure
amounts are way below the actual amounts owed:

                                    Proposed          Asserted
Creditors/Dealers                Cure Amount       Cure Amount
-----------------                -----------       -----------
Behr America, Inc.                         0        62,300,000
Flex-N-Gate Corporation                   --        30,000,989
Pilkington North America, Inc.            --         2,800,074
United Road Services                       0         1,217,284
Fluid Routings Solutions, Inc.       304,023           896,908
Sierra Mountain Express, Inc.        187,444           657,992
Supreme Auto Transport, Inc.         105,994           321,136
Dura Mold, Inc.                      202,655           259,261
Findlay Industries, Inc.                   0           240,784
Rush Trucking Corporation            135,578           207,389
Cooper Industries, LLC                75,628           202,454
Wolverine Fire Protection Co.       $107,605           113,268
Createc Corporation                   46,692            61,451
E.R. Wagner Manufacturing Co.         12,771            26,023
Prestige Stamping, Inc.               17,861            22,058
Schaeffer Group USA Inc.           2,994,729               TBD
LUK GMBH & Co.                     1,159,004               TBD
CEVA Freight Management               32,303               TBD

Gibraltar Industries Inc. asserts that its agreement with Chrysler
LLC cannot be assumed assigned without an "adequate showing of
future performance."  "Although adequate assurance of future
performance may have been established in the motion and other
pleadings filed in this case as it relates to Fiat, et al., the
proposed assignee may not yet even be known, much less is its
ability to perform established," Gibraltar Industries says.
Gibraltar also complains that the pre-bankruptcy cure amount the
Debtors proposed to pay to the company as part of the assumption
and assignment is understated by $27,230.  The company says that
it is owed $1,512,097 in cure costs.

CEVA Freight Management asks the Court to direct the Debtors to,
among other things, clarify as to the exact CEVA contracts they
intend to designate for assumption and assignments.

Ametek, Inc., contends that the Debtors' proposed cure amounts may
be inaccurate and insufficient because Ametek has not been given
enough time to conduct and conclude a thorough search of its books
and records to determine all open executory contracts with the
Debtors and the accurate amount of all unpaid invoices and other
charges that would constitute "cure amounts."

As reported by the TCR on May 15, 2009, Chrysler LLC and its
affiliates submitted to Judge Arthur Gonzalez of the U.S.
Bankruptcy Court for the Southern District of New York a motion
seeking authority to reject, effective as of June 9, 2009,
Chrysler, Jeep, Dodge or Dodge Truck dealership agreements with
789 dealers.  A list of the 789 Dealership Agreements is available
for free at:

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

Chrysler has identified dealership contracts that it will assign,
together with its key operating assets to a New Chrysler, a
company to be 20% owned by Fiat S.p.A., in connection with the
11 U.S.C. Sec. 363 transaction.  A list of these contracts is
available at:

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

       Chrysler Gives Update on Dealer Network Condition

"Chrysler is treating the rejected dealers fairly by assisting in
the redistribution of remaining vehicle and parts inventory,
paying incentive and warranty payments due," said Steven J.
Landry, Executive Vice President, North American Sales and
Marketing, Service and Parts -- Chrysler LLC, in a statement dated
May 21, 2009.

The automotive industry cannot support the number of dealers
currently in the marketplace, noted Mr. Landry.  From 1990 until
2007, the industry averaged roughly 16 million new vehicles sold
each year.  In 2009, new vehicles sold are expected to be 10.5
million units, he pointed out.

"It was not an easy decision to ask the court to reject a portion
of our dealer contracts, but the reality is Chrysler's viability
depends on a vibrant, profitable dealer network," he said.  "As
presently configured, Chrysler's dealer network does not meet that
test.  If the sale to Fiat is not approved by the Bankruptcy
Court, the stark reality is all 3,181 dealers will face
elimination."

According to Mr. Landry, the process to evaluate dealers was a
thorough, rigorous process that used a data-driven metric that
included these factors:

   * Minimum Sales Responsibility
   * A scorecard that measured sales, share, shipments, customer
     satisfaction index, service satisfaction index and warranty
     repair
   * Facility (capacity, Millennium II standards)
   * Location (optimum retail area)
   * Dual (Dealer is dualed with a competing manufacturer)
   * The market's total sales potential

Under this plan, he said, 2,392 dealers across the United States
move forward with the new company.  It doesn't mean that the 789
rejected dealers will close if this motion is approved by the
Court:

   * 44 percent of the 789 "rejected" dealers are dualed with
     another (competing) new vehicle franchise and can continue
     to sell those makes of vehicles

   * 83 percent of the 789 "rejected" dealers sell more used
     than new vehicles, many of these dealers will continue
     selling and servicing pre-owned vehicles

"Chrysler began the process to consolidate dealerships and locate
all three brands under one roof more than 10 years ago.  The
Company made the decision it was cost prohibitive to continue to
manufacture and market overlapping products.  Going forward, we
will not do that, so it is critical the majority of our dealers
offer customers all three brands under one roof," Mr. Landry
relates.

      Senators Push to Slow Chrysler Dealer Closures

Senator Kay Bailey Hutchison said that Chrysler LLC has made
assurances that it would help dealers facing closure dispose of
their inventory and other assets beyond the June 9 deadline,
according to a May 21 report by Reuters.

Sen. Hutchison made the announcement on Thursday following her
talks with Chrysler President and Vice Chairman James Press.

"Mr. Press said that they will certainly continue to help until
every part of this transition of this inventory is disposed of and
the help will be there after June 9, that was the assurance that
was given," Reuters quoted Sen. Hutchison as saying.

The senator reportedly received a letter from Mr. Press, saying
the affected dealers would "receive a fair and equitable value for
virtually all of their outstanding vehicle and parts inventory."
As the letter did not include a specific assurance about helping
the dealers after June 9, Sen. Hutchison reportedly called Mr.
Press for clarification.

"We will know in two weeks if the good faith that is represented
in this letter is in fact implemented," Reuters quoted Sen.
Hutchison as saying.

Sen. Hutchison received the letter after she proposed an amendment
to a war funding bill that would block federal aid for Chrysler or
General Motors if dealers are not given at least 60 days notice
before closing.  The proposed amendment, according to a May 20
report by Freep.com, drew support from five other senators namely,
Sherrod Brown of Ohio, Barbara Mikulski of Maryland, Thad Cochran
of Mississippi, Claire McCaskill and Kit Bond of Missouri.

                    Hearing on Auto Industry

The fate of dealers at Chrysler and General Motors was discussed
at a House Judiciary Committee hearing last week in Washington,
where Michigan Representative John Conyers said the automakers'
reduced dealer networks may undermine their ability to recover,
according to a report by Bloomberg News.

Rep. Conyers said at the hearing that consumers will worry about
whether their dealer will stay in business long enough to service
their car with contracts being summarily terminated.

"Some say it makes absolutely no economic sense to terminate these
dealerships, and that doing so could actually undermine the
ability of our nation's auto industry to regain its financial
stability," Bloomberg quoted Rep. Conyers as saying.

                        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 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 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: Spending Bill Amendment Dropped to Allow Gov't Aid
----------------------------------------------------------------
Todd Spangler and Justin Hyde at Detroit Free Press reports that
Sen. Kay Bailey Hutchison has dropped an amendment to the spending
bill that would have blocked government money from going to
Chrysler LLC or General Motors Corp. unless they ensured that
dealerships about to be cut off were given at least 60 days'
notice before termination.

President Barack Obama, says The NY Times, had signed the omnibus
spending bill, which is a $787 billion measure meant to rejuvenate
a sluggish economy.  It increases spending on domestic programs by
an average of 8% in the current fiscal year, which started in
October 2008, The NY Times relates.

Austin Business Journal reports that Sen. Hutchison had introduced
an amendment that would grant more time for Chrysler dealerships
in the U.S. that face closure.  Business Journal notes that had
the amendment been passed, dealers slated for closing on June 9
would have an extra 60 days to close down operations and sell
remaining inventory.

According to Free Press, Sen. Hutchison believes that Chrysler
will do as much as it can to help 789 dealers targeted for closure
by June 9 get a return on their inventory.  Sen. Hutchison, Free
Press relates, said that she and Michigan Sen. Debbie Stabenow had
spoken with Chrysler President Jim Press.  The report states that
Mr. Press promised that Chrysler would try to give dealers "fair
and equitable value for virtually all cars and parts" and that
help to those dealerships being shed would extend after June 9.
Chrysler has 200 representatives in the field working to move
inventory from dealers who face termination on June 9, the report
says, citing Mr. Press.

The U.S. Treasury Department's decision to inject another
$7.5 billion into GMAC LLC was significant because it can help
fund loans to dealers and to clients, making it easier to get
inventory off lots and generate a return to dealers losing
Chrysler and GM business, Free Press reports, citing Senators
Hutchison and Stabenow.  GMAC, says the report, is GM's financing
arm that does business with Chrysler.

                          About Chrysler

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

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

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

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

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

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

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

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

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


CIRCUIT CITY: Court Sets June 30 Administrative Expense Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
established June 30, 2009, at 5:00 p.m. (Pacific Time) as the
administrative expense bar date in Circuit City Stores, Inc., et
al.'s bankruptcy cases.

Requests for payment of Administrative Expenses must be filed so
as to be received on or before the administrative expense bar date
at:

     Circuit City Stores, Inc., et al.
     Claims Processing Dept.
     Kurtzman Carson Consultants LLC
     2335 Alaska Avenue
     El Segundo, CA 90245

Any holder of a 503(b)(9) administrative claim, who was required
to file his claim/expense by December 19, 2008, pursuant to the
order of the Court, is not now permitted to file an Administrative
Expense Request.  As set forth in the order establishing the
503(b)(9) Bar Date, any person or entity holding a claim/expense
pursuant to Bankruptcy Code section 503(b)(9) that failed to file
a claim/expense request on or before December 19, 2008, is forever
barred and estopped from asserting a claim/expense pursuant to
section 503(b)(9) against the Debtors, their estates, or property
of any of them, absent further order of the Court.

                    About Circuit City Stores

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CITIZENS NATIONAL: Closed by Regulators; MCB Assumes Deposits
-------------------------------------------------------------
Citizens National Bank, Macomb, Illinois, was closed May 22 by the
Office of the Comptroller of the Currency, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Morton Community Bank, Morton, Illinois, to assume
all of the deposits of Citizens National Bank, excluding those
from brokers.

Citizens National Bank was scheduled to reopen Saturday, May 23,
2009, as branches of Morton Community Bank.  Depositors of
Citizens National Bank will automatically become depositors of
Morton Community Bank.  Deposits will continue to be insured by
the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.
Customers of both banks should continue to use their existing
branches until Morton Community Bank can fully integrate the
deposit records of Citizens National Bank.

As of May 13, 2009, Citizens National Bank had total assets of
$437 million and total deposits of approximately $400 million.
Morton Community Bank agreed to purchase approximately $240
million of assets.  The FDIC will retain the remaining assets for
later disposition.

Morton Community Bank will purchase all deposits, except about
$200 million in brokered deposits, held by Citizens National Bank.
The FDIC will pay the brokers directly for the amount of their
funds.  Customers who place money with brokers should contact them
directly for more information about the status of their deposits.

The FDIC and Morton Community Bank entered into a loss-share
transaction on approximately $200 million of Citizens National
Bank's assets. Morton Community Bank will share in the losses on
the asset pools covered under the loss-share agreement.  The loss-
sharing arrangement is projected to maximize returns on the assets
covered by keeping them in the private sector.  The agreement also
is expected to minimize disruptions for loan customers.

Customers who have questions about the May 22 transaction can call
the FDIC toll-free at 1-866-954-9529.  The phone number will be
operational this evening until 9:00 p.m., Central Time (CT); on
Saturday from 9:00 a.m. to 6:00 p.m., CT; on Sunday from noon to
6:00 p.m., CT; and thereafter from 8:00 a.m. to 8:00 p.m., CT.
Interested parties can also visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/citizensnational.html.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $106 million.  Morton Community Bank's acquisition
of all the deposits was the "least costly" resolution for the
FDIC's DIF compared to alternatives. Citizens National Bank is the
36th FDIC-insured institution to fail in the nation this year, and
the fifth in Illinois.  The last FDIC-insured institution to be
closed in the state was Strategic Capital Bank, Champaign, earlier
on May 22.


CITY OF VALLEJO: To Pay City Manager $390,000 to Resign
-------------------------------------------------------
Matthai Kuruvila at San Francisco Chronicle reports that the City
of Vallejo will pay its city manager, Joe Tanner, about $390,000
to resign.  Under the proposed settlement, the city seeks the
resignation of Mr. Tanner effective June 1 and in exchange, is
willing to pay him three annual installments of $130,000.

San Francisco Chronicle notes that Mr. Tanner has been criticized
for his $341,000 annual salary, which makes him the fourth-
highest-paid city manager in California.  Mr. Tanner has been
under attack by Vallejo's police and fire unions because he
identified their contracts as playing a large role in Vallejo's
fiscal shortfalls, the report states, citing councilwoman
Stephanie Gomes.  According to the report, Ms. Gomes said the
campaigns of four city council members were funded heavily by the
city's police and fire unions, and it was their interests that
ultimately won out by firing Mr. Tanner.

The council gave Mr. Tanner in February 2009 a one-year notice
that they weren't going to renew his contract, San Francisco
Chronicle states.  The generous severance terms of Mr. Tanner's
contract meant that Vallejo had a financial incentive to come to a
resolution quickly, and that the city saved money with the
settlement agreement, the report states, citing Mayor Osby Davis.

San Francisco Chronicle relates that Mr. Davis said that if Mr.
Tanner had resigned August 31, as Mr. Tanner had wanted, he would
have walked away with a $435,000 package.

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in
Solano County, in California.  As of the 2000 census, the city had
a total population of 116,760.  It is located in the San Francisco
Bay Area on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmental
functions under its charter and the laws and constitution of the
state.  Its governing body is its City Council.

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and
$358 million in debts.


CLAIRE STORES: S&P Cuts Ratings on $200 Mil. Facility to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the rating on
Claire's Stores Inc.'s $200 million revolving credit facility and
$1.45 billion term loan to 'B-' from 'B', and revised the recovery
rating on the secured issues to '4' from '2'.  The '4' recovery
rating indicates S&P's expectation for average (30%-50%) recovery
in the event of a payment default.  At the same time, S&P affirmed
all other ratings on the company, including the 'B-' corporate
credit rating.  The outlook is negative.

"The revision of the recovery rating follows diminished prospects
of recovery for the company due to S&P's expectation that the
recent poor performance is likely to continue over at least the
near term," said Standard & Poor's credit analyst David Kuntz.


COEUR D'ALENE: Split-Adjusted Common Stock Begins Trading May 27
----------------------------------------------------------------
The Board of Directors of Coeur d'Alene Mines Corporation has
authorized a one-for-ten reverse split of its common stock, which
was approved by Coeur stockholders at the Company's annual
stockholders meeting on May 12, 2009, and which will be effective
at 6:01 p.m. EDT on May 26, 2009.

The 1-for-10 reverse stock split will convert 10 shares of the
Company's common stock into 1 share of common stock.  The reverse
stock split affects all issued and outstanding shares of the
Company's common stock immediately prior to the effectiveness of
the reverse stock split.  The same 1-for-10 reverse stock split
ratio will be used to effect the reverse split of the Company's
CHESS Depositary Interests or CDIs.

The Company's common stock will start trading on a split-adjusted
basis on the New York Stock Exchange at market open on May 27,
2009.  Coeur's common stock will begin trading on the Toronto
Stock Exchange on a split-adjusted basis two to three trading days
following the date upon which letters of transmittal are sent to
stockholders.  Letters of transmittal are expected to be sent to
stockholders on or about May 29, 2009.

The number of shares of Coeur common stock issued and outstanding
will be reduced from approximately 686,320,000 shares, to
approximately 68,632,000 shares post-split, without accounting for
fractional shares.  The number of shares reserved for issuance
under Coeur's equity compensation plans will also be reduced
proportionately.  Coeur will not issue any fractional shares of
its common stock as a result of the reverse stock split.  Instead,
stockholders who would otherwise hold fractional shares will be
entitled to receive cash in lieu of those fractional shares in an
amount equal to the fraction to which the shareholder would
otherwise be entitled multiplied by the closing sales price of
Coeur's common stock as reported on the NYSE or TSX, as
applicable, on May 26, 2009, as adjusted for the reverse stock
split.

                        About Coeur d'Alene

Coeur d'Alene Mines Corp. (NYSE:CDE) (TSX:CDM) --
http://www.coeur.com/-- is the world's largest primary silver
producer, as well as a significant, low-cost producer of gold.
The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile, Bolivia and Australia.

                          *     *     *

As the Troubled Company Reporter reported on May 20, 2009,
Standard & Poor's Ratings Services placed its ratings, including
its 'CCC' corporate credit rating, on Coeur d'Alene Mines Corp. on
CreditWatch with positive implications.

The CreditWatch listing reflects S&P's assessment that near term
operating cash flow generation will likely increase due to the
combination of higher metal volumes and continued favorable gold
and silver prices.  Idaho-based Coeur d'Alene completed
construction of its Palmarejo mine and successfully started
operating it in the first quarter of 2009, which is increasing
volumes.


COLIBRI GROUP: Former Workers Sues for Outstanding Wages
--------------------------------------------------------
Kelsey Abbruzzese at The Associated Press reports that former
workers of The Colibri Group have filed a lawsuit against the
Company, claiming that they were denied of two months of pay and
benefits after its abrupt closing.

The AP relates that the workers said that they are entitled to the
pay and benefits under federal law, which requires a company to
notify employees 60 days before closing.  The AP states that
Colibri Group closed in January 2009 and laid off 280 workers.
According to The AP, the workers said that they received an e-mail
the night before and many didn't find out until they arrived at
work.

Based in Providence, Rhode Island, The Colibri Group designs,
manufactures and markets jewelry, lighters, smoking accessories,
and clocks.  The Company was founded in 1928 with the invention of
the world's first automatic lighter.  The Company sells its
products through 20,000 U.S. outlets, including major national
chains and independent retailers, as well as broad-based
international distribution.

As reported by the Troubled Company Reporter on January 20, 2009,
Colibri Group shut down its operation, laid off about 280 workers,
and went under receivership.


COMPASS MINERALS: Moody's Gives Positive Outlook on 'B1' Rating
---------------------------------------------------------------
Moody's Investors Service changed the outlook on Compass Minerals
International, Inc.'s ratings to positive and assigned a B1 rating
to its proposed $100 million senior unsecured notes due 2019.  The
positive outlook reflects the expectation of a sustained increase
in earnings from its fertilizer segment.  Proceeds from the new
notes will be used to refinance $89.8 million of the 12% senior
subordinated notes due 2013.  Additionally Moody's affirmed
Compass Minerals' other ratings (Corporate Family Rating of Ba2).

The Ba2 Corporate Family Rating reflects Compass Minerals' low
leverage, the company's entrenched position as the leading North
American producer of highway deicing salt with an annual
production capacity of 13.37 million tons (15.37 million tons
including European operations), its access to extensive and high
quality salt deposits, its efficient distribution network
characterized by access to lower cost water transportation, as
well as its position as the leading North American producer of
sulfate of potash.  The company's low leverage is due to an upturn
in its salt business along with a substantial increase in earnings
from its fertilizer business; Debt to EBITDA is at 1.6 times for
the LTM ended March 31, 2009 (ratio incorporates Moody's global
standard analytical adjustments).  The ratings are tempered by the
volatility in sales due to weather conditions and the mature
nature of the highway deicing business, characterized by low
single digit volume growth rates.  Additionally, the ratings
recognize that volatile natural gas and energy costs (which
represented 11% of the company's total production costs in 2008)
can put pressure on operating margins.  Moody's also notes that
Compass Minerals pays a significant dividend to shareholders and
is expected to use a substantial portion of its 2009 gross cash
flow for capital expansion projects.

The refinancing of the last portion of the 12% notes due 2013, the
last of the firm's high coupon notes, will lower the firm's cost
of debt and is a positive for the rating.  Compass Minerals has
also reduced its leverage over the past three years by repaying
over $290 million of debt.  Further debt reduction is not expected
due to the company's low leverage.

The move to a positive outlook is supported by the substantial
increase in earnings from its fertilizer business due to the
global increase in potash prices and the ability of salt producers
to achieve double digit price increases in the past two years that
may continue in 2009.  Moody's expects the favorable pricing
environment in potash will cause a sustained increase in the
company's specialty fertilizer business and this profitability
increase will continue in 2009 despite the anticipated reduction
in sales volumes due to the higher prices.  The ratings could be
upgraded if financial metrics remain elevated, the company
successfully completes its planned capacity additions in 2009 and
refinances its revolver maturing in December 2010.

These summarizes the rating actions taken:

Ratings assigned:

Compass Minerals International, Inc.

* $100mm gtd sr unsec notes due 2019 -- B1 (LGD5, 89%)

Ratings affirmed:

Compass Minerals International, Inc.

* Corporate Family Rating -- Ba2

* Probability of Default Rating -- Ba2

* $396.2mm gtd sr sec term loan facility due 2012 -- Ba2 (LGD3,
  41%) from Ba2 (LGD3, 40%)

* $125mm gtd sr sec revolving credit facility due 2010 -- Ba2
  (LGD3, 41%) from Ba2 (LGD3, 40%)

Debt not rated by Moody's (amount as of 3/31/2009):

* $89.8 mm 12% sr sub discount notes due 2013

Moody's most recent announcement concerning the ratings for
Compass Minerals was on June 24, 2008, when the firm's CFR was
raised to Ba2 from Ba3 as a result of improvement in its leverage
profile and credit metrics.

Compass Minerals International, Inc., headquartered in Overland
Park, Kansas, is a leading North American producer of salt used
for highway deicing, food grade applications, water conditioning,
and other industrial uses.  The company is also North America's
largest producer of sulfate of potash used in specialty
fertilizers.  The company had revenues and net sales of $1,097
million and $796 million, respectively, for the LTM ended March
31, 2009.


COMPASS MINERALS: S&P Gives Positive Outlook; Holds 'BB' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Overland
Park, Kansas-based Compass Minerals International Inc. to positive
from stable.  At the same time, S&P affirmed its ratings on
Compass Minerals, including its 'BB' corporate credit rating.

Concurrently, S&P assigned a 'B+' issue-level rating (two notches
below the corporate credit rating) and a '6' recovery rating to
the company's new $100 million senior unsecured notes issue due
2019, based on preliminary terms and conditions.  The ratings
indicate that lenders can expect negligible (0% to 10%) recovery
in the event of a payment default.  Proceeds from the notes will
be used to repay the company's existing senior subordinated
discount notes due 2013.

"The outlook revision reflects the company's improved credit
profile, which has benefited from solid performance in the road
salt business and growth in its fertilizer operations," said
Standard & Poor's credit analyst Marie Shmaruk.  As a result, S&P
believes that credit measures are strong for the current rating,
given the company's weak business profile, with debt to EBITDA
under 2x and funds from operations (FFO) to total debt above 30%.
Currently, S&P's rating and outlook incorporate the expectation
that the fertilizer business has weakened and the road salt
business can vary significantly from year to year.  However S&P
would not expect EBITDA to dip below $250 million for a sustained
period.

The ratings on Compass Minerals reflect the seasonality of its
salt-production business, its limited product and mine diversity
and the inherent cyclicality of its fertilizer business.  Still,
the company maintains a leading position in the recession-
resistant salt industry, possesses high margins, and has generated
steady annual cash flow.

Compass Minerals is the largest producer of salt in North America
and in the U.K.  It produces salt for highway deicing, food-grade
applications, water conditioning, and other industrial uses.
Although salt sales are highly seasonal, they are not cyclical.
In addition, it is the largest North American producer of sulfate
of potash specialty fertilizer, a more volatile niche market that
accounted for only about 17% of revenues in 2007 but has benefited
from rapid growth through the end of 2008.  Still, though S&P
expects this segment to trend lower in the current downturn given
recent volume declines, S&P anticipate a positive contribution to
EBITDA.


CONSECO INC: Directors Receive Stock Through Incentive Plan
-----------------------------------------------------------
Several directors of Conseco Inc. filed with the Securities and
Exchange Commission separate Form 4s disclosing their acquisition
of Conseco common stock through the Conseco, Inc. Amended and
Restated Long-Term Incentive Plan:

   -- Director Doreen A. Wright holds 24,588 shares of common
      stock after acquiring 12,281 shares on May 20;

   -- Director John Turner holds 43,788 shares of common stock
      after acquiring 12,281 shares on May 20;

   -- Director Michael Tokarz holds 35,788 shares of common stock
      after acquiring 12,281 shares on May 20;

   -- Director Neal C. Schneider holds 38,288 shares of common
      stock after acquiring 12,281 shares on May 20;

   -- Director Debra J. Perry holds 37,262 shares of common
      stock after acquiring 12,281 shares on May 20;

   -- Director Donna James holds 33,088 shares of common
      stock after acquiring 12,281 shares on May 20;

   -- Director Glenn R. Hilliard directly holds 132,428 shares of
      common stock after acquiring 21,491 shares on May 20; and

   -- Director Roger Keith Long directly holds 112,281 shares of
      common stock after acquiring 12,281 shares on May 20.

Mr. Hilliard indirectly holds 601,238 shares through GRAT.

Mr. Long indirectly holds 610,450 shares through Otter Creek
Partners I, LP, and 716,600 shares through Otter Creek
International Ltd.  Mr. Long owns Otter Creek Management, Inc.,
the general partner of Otter Creek Partners I, LP.

                        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-'.

On March 4, 2009, A.M. Best downgraded the financial strength
ratings of Conseco's primary insurance subsidiaries to "B" from
"B+" and such ratings have been placed under review with negative
implications.

Conseco reported a first quarter 2009 net income of $24.5 million
compared to a net loss of $7.2 million in the year-earlier
quarter.  Conseco had $28.5 billion in total assets, $26.9 billion
in total liabilities, and $1.59 billion in stockholders' equity as
of March 31, 2009.

Conseco said it has significant indebtedness which will require
over $165 million in cash to service in the next 12 months
(including the additional interest expense required after the
modification to its Second Amended Credit Facility.  Pursuant to
Conseco's Second Amended Credit Facility, Conseco must maintain
certain financial ratios.  The levels of margin between the
financial covenant requirements and the Company's financial
status, both at March 31, 2009, and the projected levels for the
next 12 months, are relatively small and a failure to satisfy any
of the financial covenants at the end of a fiscal quarter would
trigger a default under the Second Amended Credit Facility.
Achievement of the Company's operating plans is a critical factor
in having sufficient income and liquidity to meet debt service
requirements for the next 12 months and other holding company
obligations and failure to do so would have material adverse
consequences for the Company.


CONSECO INC: Unveils Final Results of Shareholder Voting
--------------------------------------------------------
Conseco Inc. on Thursday reported the final voting results of
certain agenda on the company's May 12 annual meeting of
shareholders.  All preliminary results disclosed that day were
confirmed:

   * Nine individuals, R. Glenn Hilliard, Donna A. James, R. Keith
     Long, Debra J. Perry, C. James Prieur, Neal C. Schneider,
     Michael T. Tokarz, John G. Turner and Doreen A. Wright were
     elected to serve as the Company's directors, with terms to
     expire at the date of next year's annual meeting;

   * Adoption of a Section 382 Stockholders Rights Plan was
     approved;

   * The company's Amended and Restated Long-Term Incentive Plan
     was approved; and

   * The appointment of PricewaterhouseCoopers LLP as the
     company's independent registered public accounting firm for
     2009 was ratified.

Because of the proxy contest at this year's meeting, results of
the vote could not be finalized and officially reported until
certification by the election inspector, Corporate Election
Services.  That certification occurred Wednesday.

                        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-'.

On March 4, 2009, A.M. Best downgraded the financial strength
ratings of Conseco's primary insurance subsidiaries to "B" from
"B+" and those ratings have been placed under review with negative
implications.

Conseco reported a first quarter 2009 net income of $24.5 million
compared to a net loss of $7.2 million in the year-earlier
quarter.  Conseco had $28.5 billion in total assets, $26.9 billion
in total liabilities, and $1.59 billion in stockholders' equity as
of March 31, 2009.

Conseco said it has significant indebtedness which will require
over $165 million in cash to service in the next 12 months
(including the additional interest expense required after the
modification to its Second Amended Credit Facility.  Pursuant to
Conseco's Second Amended Credit Facility, Conseco must maintain
certain financial ratios.  The levels of margin between the
financial covenant requirements and the Company's financial
status, both at March 31, 2009, and the projected levels for the
next 12 months, are relatively small and a failure to satisfy any
of the financial covenants at the end of a fiscal quarter would
trigger a default under the Second Amended Credit Facility.
Achievement of the Company's operating plans is a critical factor
in having sufficient income and liquidity to meet debt service
requirements for the next 12 months and other holding company
obligations and failure to do so would have material adverse
consequences for the Company.


CORD BLOOD: Issues $1.35MM Convertible Promissory Note Due 2012
---------------------------------------------------------------
The Cord Blood America, Inc., issued a $1,350,000 Convertible
Promissory Note to a private investor, bearing interest in the
form of a one-time 10% interest charge, payable with the Company
Note's principal amount on the maturity date, May 5, 2012.

All or a portion of Company Note principal and interest is
convertible, at the option of the investor/holder from time to
time, into shares of the Company's common stock, at a per share
conversion price equal to 85% of the average of the 5 lowest
traded prices for the Company's common stock in the 20 trading
days previous to the effective date of each such conversion.

At the same time, the same private investor issued and delivered
to the Company a second "Secured & Collateralized Promissory
Note", which served as sole consideration to the Company for the
Company's issuance of the Company Note to the investor.

The full-text copy of the Secured & Collaterized Promissory Note
is available for free at http://ResearchArchives.com/t/s?3d14

The Investor Note is in the principal amount of $1,300,000, and
bears interest in the form of a one-time 10.38% interest charge.
Interest is payable with the Note's principal on its maturity
date, May 5, 2012.  The Investor Note is to be secured by
1,300,000 units of an unspecified Investment Fund, or other assets
with a value of at least $1,300,000.

Immediately after Cord Blood's exchange of its Company Note for
the Investor Note, the investor delivered to the Company $300,000
in cash as pre-payment on the Investor Note.

While no further mandatory principal or interest payments are due
until its maturity date, the Investor Note contemplates further
voluntary pre-payments by the investor to the Company at the
approximate rate of $100,000 per month, beginning 6 months after
the Investor Note issuance or about November 6, 2009; provided
that (i) all requests by the investor for conversion of principal
and interest on the Company Note are honored; and (ii) the
Company's common stock issued upon those conversions of portions
of the principal and interest on the Company Note is freely
tradable in the hands of the investor under Federal Securities
laws and regulations.

The Company used the initial $300,000 prepayment on the Investor
Note for working capital purposes.

                       About Cord Blood

Headquartered in West Hollywood, California, Cord Blood America
Inc. (OTC BB: CBAI) -- http://www.cordblood-america.com/-- is an
umbilical cord blood stem cell preservation company with a
particular focus on the acquisition of customers in need of family
based products and services.  The Company also provides
television, radio and internet advertising services to businesses
that sell family based products and services.

The company operates two core businesses:

  -- Cord Partners Inc., CorCell Co. Inc., CorCell Ltd.
     operates the umbilical cord blood stem cell preservation
     operations, and

  -- Career Channel Inc. dba. Rainmakers International
     operates the television and radio advertising operations.


CORD BLOOD: March 31 Balance Sheet Upside-Down by $7.84 Million
---------------------------------------------------------------
The Cord Blood America, Inc., filed on Tuesday with the Securities
and Exchange Commission its quarterly report on Form 10-Q for the
three month period ended March 31, 2009.

The Company posted a net loss of $1.72 million on $941,938 in
revenues for the quarter ended March 31, 2009.  The Company listed
$4.58 million in total current assets and $12.43 million in total
current liabilities, resulting in $7.84 million in stockholders'
deficit.

Cord Blood America notes that it experienced recurring net losses
from operations, which losses have caused an accumulated deficit
of approximately $26.7 million as of March 31, 2009.  In addition,
CBAI has a working capital deficit of approximately $12.2 million
as of March 31, 2009.  These factors, among others, raise
substantial doubt about CBAI's ability to continue as a going
concern.

The Company's management has been able, thus far, to finance the
losses and the growth of the business through private placements
of its common stock, the issuance of debt and proceeds from an
Equity Distribution Agreement, a Shelter Securities Purchase
Agreement and an Enable Securities Purchase Agreement.  CBAI
continues to attempt to increase revenues within its core
businesses.  CBAI is also exploring alternate ways of generating
revenues through acquiring other businesses in the stem cell
industry.

In June 2008, the Company disclosed the signing of a Securities
Purchase Agreement with Tangiers Investors, LP, whereby Tangiers
may purchase up to $4 million of the Company's common stock.  The
Company filed a registration statement to register certain shares
of common stock issuable pursuant to the Securities Purchase
Agreement.  The Securities and Exchange Commission declared the
Registration Statement effective on November 4, 2008.  In January,
2009, Tangiers purchased $100,000 of common stock.

The Company says it continues to monitor its overall spending.
The ongoing execution of CBAI's business plan is expected to
result in operating losses over the next twelve months.  There are
no assurances that CBAI will be successful in achieving its goals
of increasing revenues and reaching profitability.

In view of these conditions, CBAI's ability to continue as a going
concern is dependent on its ability to meet its financing
requirements and to ultimately achieve profitable operations.
Management believes that its current and future plans provide an
opportunity to continue as a going concern.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3d24

                      About Cord Blood

Headquartered in West Hollywood, California, Cord Blood America
Inc. (OTC BB: CBAI) -- http://www.cordblood-america.com/-- is an
umbilical cord blood stem cell preservation company with a
particular focus on the acquisition of customers in need of family
based products and services.  The Company also provides
television, radio and internet advertising services to businesses
that sell family based products and services.

The company operates two core businesses:

  -- Cord Partners Inc., CorCell Co. Inc., CorCell Ltd.
     operates the umbilical cord blood stem cell preservation
     operations, and

  -- Career Channel Inc. dba. Rainmakers International
     operates the television and radio advertising operations.


COUNTRY CLUB (LANSING): Files for Chapter 11 Protection
-------------------------------------------------------
Susan Vela at Lansing State Journal reports that The Country Club
of Lansing has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Western District of Michigan.

According to Lansing State Journal, The Country Club had fallen
behind in its mortgage payments, which amounts to $6 million on a
mortgage taken in 1999.

The Country Club's board of governors said in a statement, "Our
mortgage debt was originally structured based on a much higher
membership base than we currently have.  As a result, we have been
working diligently to stabilize and restructure the finances of
the club for the last several months.  At this point, despite our
best efforts, we are compelled to seek the legal protection and
the time we need to reorganize and restructure our debt that
Chapter 11 will provide us.  We are confident that, in tandem with
the Court and our lender, National City, we will reach a mutually
beneficial agreement."

The Country Club of Lansing is a site for golf and social
entertainment for the last century.  It is located at 2200 Moores
River Drive, in Lansing, Michigan.


COUNTRY CLUB (LANSING): Case Summary & Unsecured Creditors
----------------------------------------------------------
Debtor: Country Club of Lansing
        2200 Moores River Drive
        Lansing, MI 48911

Bankruptcy Case No.: 09-06092

Chapter 11 Petition Date: May 20, 2009

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Debtor's Counsel: Harold E. Nelson, Esq.
                  Nantz, Litowich, Smith & Girard
                  2025 East Beltline, SE, Suite 600
                  Grand Rapids, MI 49546
                  Tel: (616) 977-0077
                  Fax: (616) 977-0529
                  Email: bkhen@nlsg.com

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

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

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

          http://bankrupt.com/misc/miwb09-06092.pdf

The petition was signed by Joseph D. Reid III, president of the
Company.


COYOTES HOCKEY: Arizona Wants Hockey Team to Play in Home Town
--------------------------------------------------------------
The City of Glendale, Arizona, seeks a preliminary injunction from
the U.S. Bankruptcy Court for the District of Arizona to require
Coyotes Hockey LLC to perform its obligations under an arena
management, use and lease agreement dated Nov. 29, 2001, with the
City.

The City relates that the Debtor agreed to sell its principal
asset, the Phoenix Coyotes professional hockey franchise, to a
certain investor who will move the team to Southern Ontario in
Canada.  The proposed hockey team relocation would be in direct
breach of a binding contract, which would cause it and the general
public severe and irreparable harm, the City asserts.

The City argues that the Debtor must follow the contractual
obligations under the Lease Agreement and require the hockey team
to play all home games at the Arizona Arena and not in any other
location.

Brown Rudnick LLP represents the City.

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


COYOTES HOCKEY: Las Vegas Businessman Mulls Bid for Team
--------------------------------------------------------
Sporting News reports that Las Vegas businessman John Breslow is
seeking to build a syndicate to acquire the Phoenix Coyotes hockey
team and keep it in Glendale, Arizona.

According Sporting News, Mr. Breslow already owns 2% of Phoenix
Coyotes.  Mr. Breslow states he is supporting the National Hockey
League's plan to block Phoenix Coyotes' sale in an auction.  As
reported by the Troubled Company Reporter on May 19, 2009, Earl
Scudder of 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 lead attorney for the Phoenix Coyotes noted that NHL
commissioner Gary Bettman would rather return the Phoenix Coyotes
to Winnipeg than transfer it to southern Ontario.  Attorneys
representing Phoenix Coyotes owner Jerry Moyes emphasized that
blocking the move to Canada would breach U.S. and Canadian
antitrust law.  NHL maintained that its authority has been upheld
by U.S. and Canadian courts.

Citing attorneys for the city of Glendale, the Phoenix Business
Journal relates that an offer to keep the team in Arizona for
$130 million would be financially more viable than a move to
Canada.  Phoenix Business says Glendale, a Phoenix West Valley
suburb, would have at least a $500 million claim against the
Phoenix Coyotes and a buyer who seeks a move of the team would
have to pay out $22 million in deferred compensation to Wayne
Gretzky, the league's Hall of Famer who owns a slice of Phoenix
Coyotes and is the team's coach.  Phoenix Coyotes have a 30-year
lease with Glendale and if the team moves, the city hopes to
collect on penalties for breaking that lease.

Sporting News relates that NHL and Mr. Gretzky appear to support a
purchase by Jerry Reinsdorf, owner of baseball's Chicago White Sox
and the NBA's Chicago Bulls.  According to the report, Mr.
Reinsdorf's offer is reportedly about $80 million less than Mr.
Balsillie's offer.  According to Sporting News, the Hon. Redfield
Baum of the U.S. Bankruptcy Court for the District of Arizona
ruled that Mr. Reinsdorf's bid will remain confidential.

Judge Baum told the NHL and representatives for Mr. Moyes to
mediate a solution for selling Phoenix Coyotos, Sporting News
discloses.  Judge Baum, the news source relates, scheduled a
hearing on the status of those talks for May 27.  A sale is likely
to come through an auction.  Judge Baum will likely decide if the
team can be moved by a new owner at the June 22 hearing, according
to Sporting News.

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

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


COYOTES HOCKEY: SOF Investments Backs Jim Balsillie's $212.5MM Bid
------------------------------------------------------------------
TheStar.com reports that SOF Investments, L.P., the single-largest
secured creditor in the Phoenix Coyotes' bankruptcy case has
supported Jim Balsillie's $212.5 million bid for the Company.

SOF Investments said in court documents that Mr. Balsillie's bid
"would result in substantial recovery of the amounts owed to the
debtors' creditors, including SOF, which would be paid in full in
cash."

SOF Investments, according to TheStar.com, seems submissive to the
possibility that the Phoenix Coyotes would play hockey in
Glendale, Arizona, next season.  TheStar.com relates that SOF
Investments urged Phoenix Coyotes to begin marketing itself as if
it were.  As reported by the Troubled Company Reporter on May 18,
2009, Mr. Balsillie defended his attempt to purchase and move the
Phoenix Coyotes to Hamilton.  The National Hockey League called
Mr. Balsillie's effort to purchase the Phoenix Coyotes out of
Chapter 11 bankruptcy and relocate it to Hamilton a "sham."  Mr.
Balsillie has twice tried and failed to acquire an NHL team in
Pittsburgh and Nashville and move it to southern Ontario.  Mr.
Balsillie said that his offer is conditional on moving the team to
southern Ontario in Canada and goes the furthest in "satisfying
creditors' claims."

The Associated Press relates that John Breslow, who owns 3% of
Phoenix Coyotes, told the NHL that he has formed a group
interested in submitting a bid for the team.  The report states
that Mr.Breslow wants to keep Phoenix Coyotes in Glendale,
Arizona.

Glendale, Arizona-based Dewey Ranch Hockey LLC and its affiliates,
including Coyotes Hockey LLC, 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.


CRESCENT RESOURCES: Weak Economy Cues Moody's to Junk Ratings
-------------------------------------------------------------
Moody's Investors Service lowered the ratings to Caa2 from B1 on
Crescent Resources, LLC's senior bank facility and corporate
family rating.  The Caa2 ratings reflect Moody's updated opinion
in the context of limited information available to support the
ratings.  Subsequent to the rating action, the ratings are being
withdrawn because Moody's believes that it lacks sufficient
information to maintain a rating going forward.  The rating action
reflects Moody's view that the weak economy and the associated
general decline in real estate values have substantially reduced
demand for Crescent's development projects, particularly in the
residential sector, undercutting revenues and raising concerns
about the company's ability to meet its debt obligations when due.

The last rating action with respect to Crescent Resources was on
July 16, 2008 when its ratings were lowered to B1 from Ba3 with a
negative outlook.

These ratings were downgraded and will be withdrawn:

* Crescent Resources, LLC -- Caa2 senior debt from B1; Caa2
  corporate family rating from B1.

Crescent Resources, LLC is a private land and commercial property
development company based in Charlotte, North Carolina, USA.  The
firm is jointly owned by Duke Energy and Morgan Stanley Real
Estate.


DANA HOLDING: S&P Downgrades Corporate Credit Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Toledo, Ohio-based Dana Holding Corp.
to 'SD' (selective default) from 'CC' and lowered its rating on
the company's outstanding $1.26 billion term loan bank facility to
'D' from 'CCC-'.  Dana announced that it has completed its dutch
auction tender offer in which it repurchased less than 10% of this
facility at a substantial discount to par (at a price of 40% to
44% of face value), which S&P views as a distressed debt exchange
and tantamount to a default.  The recovery rating on the term loan
is unchanged, at '2', indicating S&P's expectation that lenders
would receive substantial (70% to 90%) recovery in the event of a
payment default.

S&P also lowered the issue rating on Dana's asset-backed loan
revolving facility to 'B+' from 'BB-', but left the recovery
rating unchanged, at '1', indicating S&P's expectation that
lenders would receive very high (90% to 100%) recovery in the
event of a payment default.

"The rating actions reflect completion of the tender offer," said
Standard & Poor's credit analyst Nancy Messer.  "The rating action
on the ABL revolving facility reflects the expectation that S&P
will subsequently raise the corporate credit rating on Dana to
'B-' and assign a negative outlook," she continued.  S&P also
expects to raise S&P's rating on the company's outstanding
$1.2 billion term loan bank facility to 'B', leaving the recovery
rating unchanged at '2'.


DENBAR TRANSPORTATION: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Denbar Transportation Company, Inc.
        33 Plantation Drive
        Asheville, NC 28806

Bankruptcy Case No.: 09-10587

Chapter 11 Petition Date: May 20, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  Email: judyhj@bellsouth.net

Total Assets: $2,309,540

Total Debts: $3,603,925

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

          http://bankrupt.com/misc/ncwb09-10587.pdf

The petition was signed by Dennis R. Goodwin, president of the
Company.


DERRY'S HARVEST: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Derry's Harvest Estates, LLC
        247 Rockingham Road
        Derry, NH 03038

Bankruptcy Case No.: 09-11852

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Mead Comercial Properties, LLC                 09-11854

Chapter 11 Petition Date: May 21, 2009

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

Debtor's Counsel: Kenneth E. Churbuck, Esq.
                  142 Main Street, Suite 220
                  Nashua, NH 03060-0603
                  Tel: (603) 883-5280
                  Fax: (603)-883-9867
                  Email: office@churbck.mv.com

Total Assets: $2,200,300

Total Debts: $1,768,400

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

      http://bankrupt.com/misc/nhb09-11852.pdf

The petition was signed by Ronald F. Mead, general managing member
of the Company.


E*TRADE FINANCIAL: S&P Junks Counterparty Credit Rating From 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings,
including the long-term counterparty credit and senior debt
ratings, on E*TRADE Financial Corp. to 'CCC-' from 'B'.  S&P also
lowered S&P's counterparty credit and certificate of deposit
ratings on E*TRADE Bank to 'CCC+' from 'BB-'.  S&P has revised the
CreditWatch to negative from developing, where the ratings were
placed on December 22, 2008.

"The rating actions reflect our concerns that E*TRADE urgently
needs to reduce its heavy debt burden and inject equity into its
subsidiary, E*TRADE Bank.  Failure to do so could lead to
supervisory action by the Office of Thrift Supervision, its chief
banking regulator.  Even without the threat of supervisory action,
E*TRADE's financial capacity to service its outstanding debt
remains weak," said Standard & Poor's credit analyst Charles
Rauch.

The company has entered into a distribution agreement to sell,
from time to time, up to $150 million of common stock.  But this
increase in equity will not sufficiently improve the company's
credit profile.  E*TRADE has disclosed that the primary method for
reducing its debt will be through debt-for-equity exchanges.

In this case, S&P is applying its criteria for distressed exchange
offerings.  S&P expects any debt-for-equity exchange will be done
at less than par value.  S&P further believes that without a
sizable debt-for-equity exchange there is a high likelihood the
OTS will take supervisory action against E*TRADE Bank in the near
future.

E*TRADE, at the request of its regulators, is in the process of
moving E*TRADE Securities LLC, the retail broker-dealer unit and
the company's most valuable asset, to become a subsidiary of
E*TRADE Bank.  While this would provide extra protection to the
bank's creditors, it would be to the detriment of the holding
company's senior noteholders if the OTS placed the bank into
receivership.

E*TRADE and E*TRADE Bank face a number of difficulties servicing
the large amount of high-cost debt at the holding company.  The
company has not been profitable during the past two years.  S&P
expects profitability and operating cash flow coverage of interest
expense will remain very weak in 2009 as the company continues to
address asset quality problems in its large first-mortgage and
home equity loan books.

In contrast to the problems within the bank, the retail brokerage
franchise, which remains the heart and soul of the company,
continues to thrive.  S&P expects the retail broker to remain
profitable, but not enough to offset the continued losses at the
bank over the next few quarters.

The CreditWatch negative placement reflects S&P's expectation that
E*TRADE will either conduct a distressed exchange offering for a
meaningful amount of outstanding debt, at prices below par, or
face a high risk of negative supervisory action.  "In the case of
the debt-for-equity exchange, S&P would rate the affected debt
issues 'D' and the counterparty credit rating 'SD' (selective
default) upon completion of the exchange offer, assuming E*TRADE
continues to honor its other financial obligations.  If E*TRADE is
successful in completing its debt-for-equity exchange, S&P will
review the company's new capital structure, its ability to service
remaining debt, as well as its progress resolving the bank's
problems loans and restoring the company to profitability," Mr.
Rauch added.


EGAMES INC: Net Revenues for 1Q is Down by 20% from 2008
--------------------------------------------------------
eGames, Inc., released financial results for the periods three and
nine months ended March 31, 2009.

eGames disclosed that its net revenues decreased by $212,000, or
20%, to $872,000 for the quarter ended March 31, 2009, compared to
$1,084,000 for the same period last year.

The $212,000 decrease in net revenues resulted from decreases in
traditional product revenues of $177,000, licensing revenues of
$43,000 and liquidation product revenues of $51,000. These revenue
decreases were related to declines in consumer demand for PC games
at many of the major retailers as well as to worldwide economic
conditions. eGames' net revenues benefited from a $59,000 increase
in Internet revenues due to increased consumer installations of
the eGames toolba and greater PC game sales the Company's website.

Net loss was $217,000, or $0.02 per diluted share, for the quarter
ended March 31, 2009, compared to a net loss of $165,000, or $0.01
per diluted share, for the comparable quarter a year earlier.
This $52,000 increase in the net loss for the quarter ended March
31, 2009 was comprised of an $84,000 decrease in gross profit,
related to lower net revenues and a 4.4% improvement in the gross
profit margin, along with a $33,000 decrease in operating
expenses.  The $33,000 decrease in operating expenses related to a
$96,000 decrease in product development expense, due to the
Company's more focused product development plan, partially offset
by a $63,000 increase in other operating expenses related
primarily to a bad debt provision for a North American licensee
who filed for bankruptcy during this reporting period.

                Nine Months ended March 31, 2009

Net revenues decreased by $259,000, or 9%, to $2,722,000 for the
nine months ended March 31, 2009, compared to $2,981,000 for the
similar nine-month period a year earlier. This $259,000 decrease
in net revenues resulted from net revenue declines of $421,000 in
traditional product revenues and $12,000 in licensing revenues,
which were partially offset by net revenue increases of $167,000
in Internet revenues and $7,000 in liquidation product revenues.
Net loss was $1,071,000, or $0.09 per diluted share, for the nine
months ended March 31, 2009, compared to a net loss of $436,000,
or $0.04 per diluted share, for the nine months ended March 31,
2008.  This $635,000 increase in the net loss resulted from a
$275,000 decrease in gross profit and a $360,000 increase in
operating expenses, primarily related to product development costs
during the nine months ended March 31, 2009.

                      Liquidity Condition

At March 31, 2009, eGames had $516,000 in cash compared to
$874,000 in cash at June 30, 2008. At March 31, 2009, eGAmes had a
working capital deficit, current assets minus current liabilities,
of $95,000 compared to positive working capital of $938,000 at
June 30, 2008. Considering the Company's net losses for the most
recent quarters and for fiscal years 2008, 2007 and 2006, and the
fact that eGames does not currently have access to a credit
facility, eGames are continuing to evaluate eGames options to fund
future operations if eGames does not become cash flow positive
from operations in the future.

eGames, Inc., headquartered in Langhorne, PA, develops, publishes
and markets a diversified line of Family Friendly(tm), value-
priced consumer entertainment PC software games.  The Company
promotes the eGames(tm), Game Master Series(tm), and
Outerbound(tm) brands in order to generate customer loyalty,
encourage repeat purchases and differentiate eGames software
products to retailers and consumers.  eGames -- Where the "e" is
for Everybody! Additional information regarding eGames, Inc., can
be found on the Company's Web site at http://www.egames.com/


ENDEAVOR HIGHRISE: Proposes Matthew Hoffman as Bankruptcy Counsel
-----------------------------------------------------------------
Endeavor Highrise, L.P., asks the U.S. Bankruptcy Court for the
Southern District of Texas for authority to employ Matthew
Hoffman, P.C. as counsel.

The firm will render general legal services to the Debtor
including, but not limited to, preparation of schedules and
statements of financial affairs, handling of contested matters and
adversary proceedings and the negotiation, proposal and
confirmation of a Plan of reorganization.

Matthew Hoffman, Esq., a principal of the firm, tells the Court
that the firm received a $1,250 retainer on April 29, 2009, for
initial consultation.  The firm received an additional $40,000 for
services to be rendered and expenses to be incurred in connection
with the Debtor's Chapter 11 case.

The Debtor agreed to pay the firm on a monthly basis.

The hourly rates of the firm's personnel are:

     Matthew Hoffman              $240
     James C. Lee, associate      $115
     Paralegals                    $60
     Clerks                        $40

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

Mr. Hoffman can be reached at:

     Matthew Hoffman, P.C.
     2777 Allen Parkway, Suite 1000
     Houston, TX 77019
     Tel: (713) 654-9990
     Fax: (713) 654-0038

Headquartered in Seabrook, Texas, Endeavour Highrise, L.P., is a
single-asset, real estate company.

The Company filed for Chapter 11 on May 4, 2009 (Bankr. S. D. Tex.
Case No. 09-33151).  The Law Offices of Matthew Hoffman, p.c.,
represents the Debtor in its restructuring Efforts.  The Debtor
has assets and debts ranging from $10 million to
$50 million.


ENERGYTEC INC: Files for Chapter 11 in Sherman
----------------------------------------------
Energytec, Inc., has filed for bankruptcy protection before the
U.S. Bankruptcy Court for the Eastern District of Texas (Sherman).
Energytec has $1.5 million in financing from Red River Resources
Inc. to fund its Chapter 11 case, Bloomberg's Bill Rochelle said.

The Plano, Texas-based Energytec Inc. is an oil and gas producer
that redevelops mature properties in Texas and Wyoming.  Energytec
and affiliate Comanche Well Service Corporation filed for Chapter
11 on May 13 (Bankr. E.D. Texas Case No. 09-41477).  In its
Chapter 11 petition, Energytec listed assets of $33.7 million
against debt totaling $12.5 million.


EVERETT MARITIME: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
The Associated Press reports that Everett Maritime, LLC, has filed
for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the
Northern District of Illinois.

According to court documents, Everett Maritime listed more than
$10 million in debts.  David K. Welch, Esq., at Crane Heyman Simon
Welch & Clar assists the Company in its restructuring efforts,
Trollerbk says.

Everett Maritime, LLC, is a subsidiary of Maritime Trust of
Chicago and is the developer of a $400 million Everett waterfront.


EVERETT MARITIME: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Everett Maritime, LLC
        505 East Illinois Street, Suite ONE
        Chicago, IL 60611

Bankruptcy Case No.: 09-18224

Chapter 11 Petition Date: May 20, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: David K. Welch, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 S Lasalle St Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  Email: dwelch@craneheyman.com

Estimated Assets: $100 million to $500 million

Estimated Debts:  $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Shawgate Market MFB, LLC                           $3,109,584
C/o Broadacre Mgmt. Co.
505 E. Illinois St., Suite One
Chicago, IL 60611

Ronald J. Thauer                                   $1,146,794
440 S. LaSalle Street
20th Floor
Chicago, IL 60605

The Port of Everett                                $1,089,758
Attn: Executive Director
PO Box 538
Everett, WA 98206

Three Sons Asset                                   $1,052,169

RDS Investments LP                                   $601,880

GGLO                                                 $546,164

Hoffman Construction Co.                             $542,440

Methodologie                                         $156,321

DLA Piper US LLP                                     $151,092

Kosnick Engineering                                   $57,901

Landau Associates                                     $49,862

Clifton Gunderson LLP                                 $45,217

Mithun                                                $32,109

Don Fleming                                           $30,146

Parson Brinckerfhoff, Inc.                            $29,444

Williams Marketing, Inc.                              $22,330

Foster Pepper                                         $21,382

RMC Architects                                        $18,984

Fikso Kretschmer Smith                                $15,885

The CWD Group, Inc.                                   $15,335

The petition was signed by Francis Freeman, managing member.


FAMILY TREEHOUSE: Has $20,500 Bids for New Castle, Pa., Property
----------------------------------------------------------------
On April 30, 2009, the Family Treehouse, Inc., filed it Motion for
an Order Authorizing the Debtor to Sell Property Free and Clear of
Liens Pursuant to 11 U.S.C. Sec. 363(f) concerning property
located at:

    * 212 North Ray Street
      New Castle, Pennsylvania 16101
      Parcel Identification No. 03-147-500

    * 416 Reynolds Street
      New Castle, Pennsylvania 16101
      Parcel Identification No. 05-056000

Family Treehouse has received a $4,000 bid for the Ray Street
property and a $16,500 offer for the Reynolds Street property.

Subject to higher and better offers, the Bankruptcy Court has
scheduled a hearing on June 9, 2009, at 10:00 a.m. to consider the
Sale Motion and to confirm the results of the sales.  The Sale
Hearing may, however, be adjourned in open court from time to
time, without further notice.  The Sale Hearing will be held
before the Honorable Jeffery A. Deller in Pittsburgh.

Requests for information concerning the Motion or the assets
subject to sale should be directed to Family Treehouse's counsel:

      Christopher A. Boyer, Esq.
      Leech Tishman Fuscaldo & Lampl, LLC
      Citizens Bank Building
      525 William Penn Place, 30th Floor
      Pittsburgh, PA 15219
      Telephone (412) 261-1600

Family Treehouse, Inc., sought Chapter 11 protection (Bankr. W.D.
Penn. Case No. 08-26272) on September 23,2008.  A free copy of the
debtor's Chapter 11 petition is available at:

             http://bankrupt.com/misc/pawb08-26272.pdf


FIRST METALS: Proposal Accepted by Creditors; Annual Report Late
----------------------------------------------------------------
First Metals Inc. was not able to file its annual financial
statements for the year ending December 31, 2008, before the
March 31, 2009 prescribed deadline.  In accordance with NP 12-203,
the Corporation has submitted an application for a Management
Cease Trade Order in respect of the late financial filing, which
has been accepted by the Ontario Securities Commission.

First Metals' failure to file its audited financial statements
within the prescribed deadline was due to ongoing restructuring
proceedings commenced by the Company under the Bankruptcy and
Insolvency Act.  A meeting of First Metals' creditors was held
May 6, 2009, at which time the Company's proposal was accepted by
its creditors.  The Company expects its motion for approval of the
proposal will be heard on or about June 11, 2009.  The Company
expects to file its audit financial statements for the fiscal year
ended December 31, 2008, on or before the date of the court
approval motion.  Moreover, the Company confirms that it intends
to satisfy the requirements to file the appropriate Default Status
Reports as prescribed by NP 12-203 so long as it remains in
default of its requirements to file its financial statements
within the prescribed period of time.

First Metals Inc. has approximately 42.8 million shares issued and
outstanding.

Based in Toronto, Ontario, First Metals Inc. (CA:FMA) --
http://www.firstmetalsinc.com-- produces copper from its Fabie
Mine, near Rouyn-Noranda and has the advanced Magusi Copper, Zinc,
Gold and Silver deposit, located approximately 1.2 km from the
Fabie Mine.  The Company has approximately 42.8 million shares
issued and outstanding.


FLYING J: May Enter Into Amendment to ML Financing Agreement
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Flying J Inc. and affiliate Longhorn Pipeline, Inc., authority to
enter into a first amendment to its debtor-in-possession financing
agreement with Merrill Lynch Commodities, Inc.

As reported in the Troubled Company Reporter on April 16, 2009,
Merrill Lynch agreed to provide an increased lending commitment of
up to $11.5 million, at a modified rate of LIBOR + 700 (with a
floor of 3%).  In addition, Merrill Lynch agreed to extend the DIP
facility's maturity date through rolling 30-day extensions,
subject to approval of both the LPI DIP Debtors and Merrill Lynch,
each in its respective sole discretion.

A summary of the significant terms of the First Amendment is
available at http://bankrupt.com/misc/FlyingJ.MLDIPFinancing.pdf

The Debtors told the Court that the amendment allows them to
continue to access loans during the process of selling their 700-
mile common pipeline.

The pipeline extends from the Gulf Coast near Houston to El Paso,
Texas.

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is engaged in the exploration and refining of petroleum products.
It also operates about 200 travel plazas in 41 states and six
Canadian provinces.  The Company and six of its affiliates filed
for Chapter 11 protection on December 22, 2008 (Bankr. D. Del.
Lead Case No. 08-13384).  Attorneys at Kirkland & Ellis LLP
represent the Debtors as counsel.  Young, Conaway, Stargatt &
Taylor LLP is the Debtors' Delaware Counsel.  Blackstone Advisory
Services L.P. is the Debtors' investment banker and financial
advisor.  Epiq Bankruptcy Solutions LLC is the Debtors' notice,
claims and balloting agent.  In its formal schedules submitted to
the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and
debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FLYING J: Seeks to Enter into New USW Collective Bargaining Pact
----------------------------------------------------------------
Flying J Inc. asks the U.S. Bankruptcy Court for the District of
Delaware for authority to enter into a new collective bargaining
agreement with the United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service International
Union (the "USW").

The Debtors tell the Court Big West Oil, LLC, currently employs
approximately 105 employees represented by the USW.

The salient terms of the agreement are:

  a. Term.

     The term of the Agreement will be from April 17, 2009,
     through April 16, 2012.

  b. Wage Increases.

       i) Effective April 17, 2009, all hourly classification
          8-hour base wage rates will increase 3% rounded to the
          nearest cent; and

      ii) Effective April 17, 2010, all hourly classification
          8-hour base wage rates will increase 3% rounded to the
          nearest cent.

     iii) Effective April 17, 2011, all hourly classification
          8-hour base wage rates will increase 3% rounded to the
          nearest cent;

  c. Signing Bonus.

     A $2,00 signing bonus payment will be made to all Union
     Employees active as of April 16, 2009, provided, however,
     that payment will be deferred to the earlier of
     (a) April 16, 2011 or (b) the effective date of a Chapter 11
     plan.

The Debtors relate that the collective bargaining agreement is
necessary to raise the morale of the Union Employees and to ensure
that these employees stay in their jobs during this critical stage
of their reorganization.

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is engaged in the exploration and refining of petroleum products.
It also operates about 200 travel plazas in 41 states and six
Canadian provinces.  The Company and six of its affiliates filed
for Chapter 11 protection on December 22, 2008 (Bankr. D. Del.
Lead Case No. 08-13384).  Attorneys at Kirkland & Ellis LLP
represent the Debtors as counsel.  Young, Conaway, Stargatt &
Taylor LLP is the Debtors' Delaware Counsel.  Blackstone Advisory
Services L.P. is the Debtors' investment banker and financial
advisor.  Epiq Bankruptcy Solutions LLC is the Debtors' notice,
claims and balloting agent.  In its formal schedules submitted to
the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and
debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FOAMEX INT'L: First Lien Lenders Oppose Sale to MatlinPatterson
---------------------------------------------------------------
Bill Rochelle at Bloomberg reports that Foamex International Inc.
is facing opposition from its first-lien lenders over plans to
sell its business to MatlinPatterson Global Advisers LLC, the
stalking horse bidder, for $105 million offer.  Matlin's
$105 million offer includes the assumption of $26.6 million in
liabilities, with most of the remainder representing financing for
the Company's reorganization process.  The DIP lenders say the
Company's debt is currently $54.9 million.

According to Bloomberg, the lenders who are owed about $325
million contended that they would be left with as little as $25
million, or about 8 cents on the dollar, because proceeds from the
sale would be reduced (i) by $5 million to pay professional fees,
and (ii) by payment of the debtor-in-possession financing, which
is provided MatlinPatterson.  The first-lien lenders argue that
Foamex may not have enough cash and assets after the sale to pay
expenses incurred during the Chapter 11 process, a situation known
as administrative insolvency.  The lenders note that they may have
a higher recovery if they liquidate their collateral.

The U.S. Trustee, Mr. Rochelle relates, also objected to the asset
sale, saying it is improper to carve out money to pay
professionals when other expenses of the Chapter 11 case go
unpaid.  The U.S. Trustee asserts that there is no basis for
selling the stock of non-bankrupt affiliates, while precluding
creditors of the affiliates from collecting their claims against
companies not in bankruptcy.

                    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.


FOAMEX INT': Auction Restarted Due to Lenders' Objection
--------------------------------------------------------
Bloomberg News reports that the Hon. Kevin Carey of the U.S.
Bankruptcy Court for the District of Delaware has ruled to restart
the auction of Foamex International Inc.'s assets.

According to Bloomberg, Wayzata Capital Investment Partners LLC
won that auction with a $141.5 million bid.  Bloomberg relates
that lenders owed $325 million challenged the outcome of the
auction.

Judge Carey, according to Bloomberg, gave the lenders permission
to offer a credit bid when the auction resumes.  The lenders would
trade the debt they are owed for equity in a reorganized Foamex if
they win the auction, Bloomberg states.

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 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.


FORD MOTOR: Extends Deadline for Worker Buyouts by 5 Weeks
----------------------------------------------------------
Matthew Dolan at The Wall Street Journal reports that Ford Motor
Co. is moving the deadline to buyout workers by five weeks.

According to WSJ, Ford Motor first gave the hourly workers until
last Friday to accept a job-buyout package first handed out on
April 1.  Almost all of Ford Motor's 42,000 hourly workers
received the package, says WSJ.  Several hundred employees working
specialty trades, including electricians, didn't receive the
package, the report states.

The extension was granted until June 26 so that workers can have
more time making up their minds, WSJ relates, citing Ford Motor
spokesperson Angie Kozleski.  WSJ notes that the extended deadline
also gives Ford Motor more time to watch the fates of its
competitors including GM, which could file for bankruptcy next
week, and Chrysler LLC.  WSJ relates that a deadline extension
could be a sign that Ford Motor hasn't yet achieved the number of
worker buyouts that company officials originally targeted.

WSJ reports that the buyout package offers:

     * for employees eligible for retirement

       -- a lump sum of $40,000 for those working in skilled
          trade; and

       -- a $20,000 payout for those in production.

     * for workers with as little as one year of service:

       -- lump sum of $50,000 or two-year education package
          including $15,000 in annual tution assistance, living
          expenses based on half of their previous wages and
          continuing health insurance.

     * for those retiring or leaving Ford Motor without the
       education assistance:

       -- a $25,000 gift certificate for a new Ford Motor vehicle.

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

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

                          *     *     *

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

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


FRESH WORLD ONE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Fresh World One, Inc
        6901 Hechinger Drive
        Springfield, VA 22151

Bankruptcy Case No.: 09-13986

Chapter 11 Petition Date: May 20, 2009

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Fresh World VA-b                               09-13989

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

Debtor's Counsel: Richard J. Stahl, Esq.
                  Stahl Zelloe, P.C.
                  11350 Random Hills, Road, Suite 700
                  Fairfax, VA 22030
                  Tel: (703) 691-4940
                  Fax: (703) 691-4942
                  Email: r.stahl@stahlzelloe.com

Total Assets: $0

Total Debts: $3,843,059

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

          http://bankrupt.com/misc/vae09-13986.pdf

The petition was signed by Kenneth Kim, president of the Company.


GATEWAY ETHANOL: Plan Filing Period Extended Until August 1
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas has extended
Gateway Ethanol, LLC's exclusive period to file a plan until
August 1, 2009, and its exclusive period to solicit acceptances of
that plan until September 30, 2009.

This is the third extension of the Debtor's exclusive periods.

In papers filed with the Court, the Debtor related that extension
of the exclusive periods is to permit it additional time to
resolve pending objections to the sale of its assets to Dougherty
Funding LLC, its primary secured lender, close the sale, and
develop a Plan, if necessary.

As reported in the Troubled Company Reporter on December 22, 2008,
the Court approved the sale of substantially all of Debtor's
assets to Dougherty.  Dougherty, an investment bank which holds
more than $63 million loans on Gateway Ethanol's property in
Pratt, purchased the plant's assets for "just north of
$60 million," the Wichita Eagle related, citing Larry Frazen, an
attorney for Bryan Cave and who handled the sale.  According to
the report, Dougherty presented a $59.93 million bid.  Dougherty
was the sole bidder.

The Debtor's chairperson of the board of directors, Ted Loomis,
said that these firms objected to the sale:

    -- Indeck Power for boiler lease,
    -- Lurgi PSI for mechanics liens, and
    -- RC Holdings for maintenance building issues.

The Pratt Tribune quoted Mr. Loomis as saying, "Right now there's
nothing that's final.  It's up to Dougherty and those three
parties to come to a resolution.  So we're waiting."

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The Company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks., Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GENERAL MARITIME: S&P Downgrades Corporate Credit Rating to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
rating on General Maritime Corp. to 'BB-' from 'BB'.  The outlook
remains negative.

The downgrade reflects the company's weaker financial profile due
to expected reduced earnings; there was limited room in the
previous rating following substantial and ongoing dividends in
2007 and 2008.

S&P expects increasing earnings and cash flow pressures from
falling tanker rates, compounded by the expiration of significant
portions of fixed-rate time-charter agreements, which provide more
stable and predictable revenues.  The current operating
environment will likely cause some of General Maritime's time-
charter agreements to be renewed at lower rates.

"The negative outlook reflects our expectations that there could
be a more meaningful deterioration in the company's cash
generation and financial profile if tanker rates continue to
decline over the next year," Standard & Poor's credit analyst
Funmi Afonja said.  "The negative outlook also reflects our
concerns regarding the limited cushion under the company's
financial covenant requirements."


GENERAL MOTORS: Gets $4BB Loan From Gov't; Chinese Co. Eyes Units
-----------------------------------------------------------------
Sharon Terlep and Norihiko Shirouzu at The Wall Street Journal
report that General Motors Corp. said that it has received
$4 billion in financial assistance from the U.S. government.

GM said in a filing with the U.S. Securities and Exchange
Commission that it had asked the U.S. Treasury Department to add
$2.6 billion to the $15.4 billion that the Company had received
from the government before June 1 and about $9 billion after that
date for working-capital needs.  According to WSJ, the new loan
that the government granted is about $1.4 billion more than what
the Company requested, as part of its plan to pay suppliers and
dealers before a June deadline.

GM forecasts that it will require an additional $1.4 billion (over
the previously forecasted $2.6 billion) prior to June 1, primarily
to fund various amounts originally forecasted for after June 1.
As a result of the accelerated borrowing of $1.4 billion, GM
forecasts that under its Viability Plan it will require an
additional $7.6 billion of funding from the Treasury after June 1.

All references in the prospectus and prospectus supplement to the
pre- and post-June 1 funding forecasts are amended and restated
consistent with the foregoing.  All references to the U.S.
Treasury Financing Commitment with respect to a total of
$11.6 billion of additional financing after the date of the
original prospectus remain unchanged.  As a result of the
$4.0 billion of borrowings on May 22, 2009, GM currently estimates
that it will have $21.4 billion of U.S. Treasury Debt outstanding
at June 1.

On May 20, 2009, GM entered into Amendment Number Three to the
Loan and Security Agreement dated as of December 31, 2008, between
GM as Borrower and the Treasury.  Amendment Three increased the
aggregate maximum amount available for GM to borrow under the Loan
Agreement by $4.0 billion to $19.4 billion.  On May 22, GM
borrowed $4.0 billion under the Loan Agreement and delivered an
additional note payable to the Treasury in a principal amount of
$266.8 million as additional compensation for the Advance,
pursuant to the terms of the Warrant Agreement dated as of
December 31, 2008, between GM and the Treasury.  As required by
the Loan Agreement, prior to receiving the Advance, GM provided a
statement describing its intended use of the proceeds of the
Advance, which was considered acceptable by the Treasury.

                 Tentative Union Labor Arrangements

On May 22, 2009, GM said that it reached certain tentative
agreements with the United Auto Workers union with respect to the
2007 collective bargaining agreement and a non-binding
understanding with the Treasury and the UAW with respect to
modifications to the UAW Voluntary Employee Beneficiary
Association agreements.

On May 21, 2009, the Canadian Auto Workers and General Motors
tentatively agreed to a new labor contract.  WSJ says that both
the UAW and the CAW agreed to a contract that includes a freeze
in:

     -- wages,
     -- increase in workers' share of medical costs, and
     -- bar pension increases until 2015.

The new agreements are subject to conditions, including union
ratification by its membership and the commitment of additional
financing from the Canadian government.  Details of the terms are
not expected to be publicly disclosed by GM until after definitive
terms have been agreed and CAW member ratification is complete.

WSJ notes that the bondholders are the remaining major impediment
in any fast exit from bankruptcy, as they have opposed a plan to
pay them 10% of GM's equity.

A bankruptcy filing by GM is now "very likely," but the Company
still hopes for an out-of-court restructuring but wouldn't try to
void the deal in bankruptcy court, WSJ relates, citing CAW
President Ken Lewenza.

                    Chinese Co. Eyeing Opel

Norihiko Shirouzu at WSJ states that an undisclosed Chinese firm
sent a letter to GM expressing its interest in the Company's Opel
and Vauxhall European operations.  A person familiar with the
matter said that the letter was sent a day after the bid deadline,
WSJ relates.  The source said that the interested company wasn't
Geely Holding Group or Shanghai Automotive Industrial Corp.,
according to WSJ.

Citing a person familiar with the matter, WSJ says that GM is most
likely not to pursue getting a bid from the Chinese company.
According to the report, the source said that GM already has solid
bids from three parties -- Fiat SpA, Magna International Inc., and
RHJ International -- and the process is too far along to consider
a fourth offer, WSJ reports.

                     About General Motors

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

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

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

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

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

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

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

                      Going Concern Doubt

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

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's $4.5 billion senior secured revolving credit
facility to 'CCC-' (one notch above the 'CC' corporate credit
rating on the company) from 'CCC'.  It revised the recovery rating
on this facility to '2' from '1', indicating its view that lenders
can expect substantial (70% to 90%) recovery in the event of a
payment default.  The corporate credit rating remains unchanged,
at 'CC', reflecting its view of the likelihood that GM will
default -- through either a bankruptcy or a distressed debt
exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high.  The last
rating action on GM and Chrysler was a downgrade of their
Corporate Family Ratings to Ca on December 3, 2008.


GENERAL MOTORS: German Gov't Willing to Shield Opel From Creditors
------------------------------------------------------------------
Reuters reports that the German government is willing to shield
General Motors Corp.'s Adam Opel GmbH from creditors until a sale
to investors is finalized.

GM Europe's chief Carl-Peter Forster, Reuters relates, said that
if GM decides to file for Chapter 11 bankruptcy protection, Opel
wouldn't be included.  Opel's liquidity would last into the third
quarter of 2009, the report says, citing Mr. Forster.

According to Reuters, the German government wants to place Opel's
assets with a trustee.  Reuters notes that GM and the U.S.
government would have to accept this model, but the parent company
has so far been reluctant to surrender its European business.
Sustainable offers for Opel, the news source relates, are the
German government's precondition for the trusteeship model for the
company.  The U.S. government and GM will have the last word on
which company wins the race.

Reuters discloses that Germany is willing to supply Opel EUR1.5
billion in bridge financing through state bank KfW and four states
to keep the company running until a takeover is completed.
Reuters relates that the bridge loan will tide Opel over until
October 2009.  According to Reuters, GM has also asked European
governments for loan guarantees of EUR3.3 billion.

Citing people familiar with the matter, Reuters states that Opel's
sale is expected to be finalized later this year.

Reuters reports that Opel could also be put into insolvency, which
could see healthy parts of the company stripped out of GM and sold
to investors.  According to the report, GM said in March that an
insolvency wasn't on the agenda for Opel.

Decisions on the future of Opel are likely to be made by the end
of this week or the beginning of next week, says Reuters.

                     About General Motors

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

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

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

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

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

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

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

                      Going Concern Doubt

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

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's $4.5 billion senior secured revolving credit
facility to 'CCC-' (one notch above the 'CC' corporate credit
rating on the company) from 'CCC'.  It revised the recovery rating
on this facility to '2' from '1', indicating its view that lenders
can expect substantial (70% to 90%) recovery in the event of a
payment default.  The corporate credit rating remains unchanged,
at 'CC', reflecting its view of the likelihood that GM will
default -- through either a bankruptcy or a distressed debt
exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high.  The last
rating action on GM and Chrysler was a downgrade of their
Corporate Family Ratings to Ca on December 3, 2008.


GENERAL MOTORS: Reaches Pact With UAW to Cut Obligations, Costs
---------------------------------------------------------------
John D. Stoll and Sharon Terlep at The Wall Street Journal report
that General Motors Corp. has reached an agreement with the United
Auto Workers to cut retiree health-care obligations and labor
costs.

WSJ relates that GM sought a deal with the union to reduce by at
least half the $20 billion in cash it owes for retiree health care
benefits, and cut at least $1 billion off annual hourly labor
costs that reached $8 billion last year.

Details of the agreement weren't disclosed.  UAW, says WSJ, wants
to first present the agreement to 60,000 GM workers on Tuesday.
WSJ states that about one-third of those employees will lose their
jobs.  WSJ relates that UAW officials will gather on Tuesday in
Detroit to review the agreement.

Citing people familiar with the matter, WSJ reports that the
agreement largely mirrors concessions the UAW granted Chrysler LLC
in April.  According to the report, sources say that the agreement
includes:

     -- a suspension of cost-of-living allowances, bonuses, and
        some holidays;

     -- further consolidation of job classifications, but wages
        are expected to remain unchanged;

     -- a provision for future job buyouts; and

     -- ban of strikes until 2015.

WSJ relates that GM, in exchange for receiving the right to use
stock instead of cash to fund half of its $20 billion liability to
a retiree health-care trust, offered the union about 39% of the
Company's equity and representation on its board.

Matthew Dolan, Kris Maher and, Alex P. Kellogg at WSJ note that
UAW could emerge from the restructurings of GM and Chrysler LLC in
a relatively solid financial position.

WSJ points out that although the trust funds for retired union
members' health care will own big stakes in the two automakers,
and veteran workers will continue to make an average of $28 an
hour, the union will be left with dramatically reduced influence
and a limited ability to resist future job and benefits cuts.
"Right now, the position of a worker in Chrysler and GM is a lot
less influential than 15 or 20 years ago," WSJ quoted U.S. Rep.
Peter Hoekstra as saying.

WSJ, citing people familiar with the matter, says that GM
executives are aiming to file for bankruptcy by the June 1
deadline because they have been unable to reach a debt-for-equity
agreement with bondholders.  The sources said that GM executives
aim to conclude the reorganization and get the Company out of
court by as soon as the last week of June, the WSJ states.

                     About General Motors

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

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

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

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

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

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

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

                      Going Concern Doubt

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

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's $4.5 billion senior secured revolving credit
facility to 'CCC-' (one notch above the 'CC' corporate credit
rating on the company) from 'CCC'.  It revised the recovery rating
on this facility to '2' from '1', indicating its view that lenders
can expect substantial (70% to 90%) recovery in the event of a
payment default.  The corporate credit rating remains unchanged,
at 'CC', reflecting its view of the likelihood that GM will
default -- through either a bankruptcy or a distressed debt
exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high.  The last
rating action on GM and Chrysler was a downgrade of their
Corporate Family Ratings to Ca on December 3, 2008.


GENERAL MOTORS: S&P Puts 14 Classes' Ratings on Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 14
classes from four GMAC dealer floorplan asset-backed securities
trusts on CreditWatch with negative implications.

The CreditWatch actions reflect S&P's view that a General Motors
Corp. Chapter 11 bankruptcy filing within the next several weeks,
which has been reported as increasingly likely in the financial
press, could deplete the transactions' credit support as non-
essential dealers are eliminated and residual values come under
pressure to the extent the vehicles are not disposed in an orderly
manner.

GM recently announced plans to reduce the number of its dealers by
42% -- to 3,605 from 6,246 -- by the end of 2010.  This process,
which could take place regardless of whether GM files for
bankruptcy, represents both a more substantial and accelerated
reduction in dealers than the company announced in February of
2009.  It is unclear if GM will provide support to the dealers
whose franchise agreements are scheduled to be terminated, and to
the extent support is provided, how long the support will last.
As such, S&P believes it is possible that there could be an
increase in the number and frequency of dealer defaults.  This may
lead to deterioration in credit enhancement as dealer support
through sales incentives, including rebates, subvention of
consumer auto loans, and occasional voluntarily repurchases of
cars from distressed dealers, could be eliminated.  In addition,
GM has announced that it will focus its resources on four core
brands: Chevrolet, Cadillac, Buick, and GMC.  GM has also
announced it will phase out the Pontiac brand by the end of 2010.
Furthermore, GM plans to resolve the future of Saab, Saturn, and
Hummer by the end of 2009.  Aside from the general reduction in
vehicle prices that can be expected when a manufacturer is in
bankruptcy, it is possible there could be further severity of loss
on the brands that are being phased out or sold.

Because the transactions with ratings S&P placed on CreditWatch
negative are structured without a GM Chapter 11 bankruptcy
trigger, a filing by GM will not result in an early amortization
event.  Thus, S&P does not expect a bankruptcy filing to initially
lead to cash accumulation and increase in credit support (as a
percent of the investor's share of principal receivables), which
would otherwise offset the potential increase in losses as
described above.

Standard & Poor's will follow all developments related to a
possible GM bankruptcy filing, monitor how the health of the
dealer base and the value of collateral is being affected, and
take rating actions when S&P deem appropriate.

              Ratings Placed On Creditwatch Negative

               SWIFT Master Auto Receivables Trust

                                       Rating
                                       ------
            Series     Class      To              From
            ------     -----      --              ----
            2007-1     A          AA+/Watch Neg   AA+
            2007-1     B          A-/Watch Neg    A-
            2007-1     C          BBB-/Watch Neg  BBB-
            2007-1     D          BB/Watch Neg    BB
            2007-2     A          AA+/Watch Neg   AA+
            2007-2     B          A-/Watch Neg    A-
            2007-2     C          BBB-/Watch Neg  BBB-
            2007-2     D          BB/Watch Neg    BB

       Superior Wholesale Inventory Financing Trust 2007-AE1

                                       Rating
                                       ------
            Series     Class      To              From
            ------     -----      --              ----
            2007-AE1   A          AA+/Watch Neg   AA+
            2007-AE1   B          A-/Watch Neg    A-
            2007-AE1   C          BBB-/Watch Neg  BBB-
            2007-AE1   D          BB/Watch Neg    BB
            2007-AE1   RN1        AA+/Watch Neg   AA+


     Superior Wholesale Inventory Financing Trust 2007-Bridge

                                       Rating
                                       ------
            Series     Class      To              From
            ------     -----      --              ----
            2007       A          AA+/Watch Neg    AA+


GENERAL MOTORS: Spending Bill Amendment Dropped to Allow Gov't Aid
------------------------------------------------------------------
Todd Spangler and Justin Hyde at Detroit Free Press reports that
Sen. Kay Bailey Hutchison has dropped an amendment to the spending
bill that would have blocked government money from going to
Chrysler LLC or General Motors Corp. unless they ensured that
dealerships about to be cut off were given at least 60 days'
notice before termination.

President Barack Obama, says The NY Times, had signed the omnibus
spending bill, which is a $787 billion measure meant to rejuvenate
a sluggish economy.  It increases spending on domestic programs by
an average of 8% in the current fiscal year, which started in
October 2008, The NY Times relates.

Austin Business Journal reports that Sen. Hutchison had introduced
an amendment that would grant more time for Chrysler dealerships
in the U.S. that face closure.  Business Journal notes that had
the amendment been passed, dealers slated for closing on June 9
would have an extra 60 days to close down operations and sell
remaining inventory.

According to Free Press, Sen. Hutchison believes that Chrysler
will do as much as it can to help 789 dealers targeted for closure
by June 9 get a return on their inventory.  Sen. Hutchison, Free
Press relates, said that she and Michigan Sen. Debbie Stabenow had
spoken with Chrysler President Jim Press.  The report states that
Mr. Press promised that Chrysler would try to give dealers "fair
and equitable value for virtually all cars and parts" and that
help to those dealerships being shed would extend after June 9.
Chrysler has 200 representatives in the field working to move
inventory from dealers who face termination on June 9, the report
says, citing Mr. Press.

The U.S. Treasury Department's decision to inject another
$7.5 billion into GMAC LLC was significant because it can help
fund loans to dealers and to clients, making it easier to get
inventory off lots and generate a return to dealers losing
Chrysler and GM business, Free Press reports, citing Senators
Hutchison and Stabenow.  GMAC, says the report, is GM's financing
arm that does business with Chrysler.

                     About General Motors

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 presented the U.S. 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: Missed Interest Payment Cues S&P's Rating Cut to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Atlanta, Georgia-based Georgia Gulf
Corp. to 'D' from 'CC'.

At the same time, S&P lowered its issue rating on the company's
$500 million 9.5% senior notes due 2014 to 'D' from 'C', and
revised S&P's recovery rating to '6' from '5'.  The revised
ratings indicate S&P's expectation of negligible recovery (0%-10%)
on these notes.  S&P also lowered its issue rating on the
company's $200 million 10.75% senior subordinated notes due 2016
to 'D' from 'C' and retained the '6' recovery rating, indicating
S&P's expectation of negligible recovery (0%-10%).

In addition, S&P lowered the rating on the company's first-lien
senior secured credit facilities to 'C' from 'CCC' and removed the
rating from CreditWatch with developing implications.  S&P revised
the recovery rating on the facilities to '2' from '1', indicating
S&P's expectation for substantial recovery (70%-90%) in the event
of a payment default.  S&P's issue rating on the $100 million
7.125% senior notes due 2013 remains at 'C', and S&P revised the
recovery rating on this debt to '6' from '5', indicating S&P's
expectation of negligible recovery (0%-10%) in the event of a
payment default.

The downgrade follows the company's announcement that it missed
$34.5 million in interest payments due on the $500 million 9.5%
senior notes due 2014 and the $200 million 10.75% senior
subordinated notes due 2016.  A 30-day grace period for payment of
interest due on April 15, 2009, expired on May 15.

Earlier on April 1, 2009, S&P lowered its corporate credit rating
to 'CC' following Georgia Gulf's announcement of a tender offer
for its $100 million 7.125% senior notes, $500 million 9.5% senior
notes, and its $200 million 10.75% senior subordinated notes.  The
exchange offer is scheduled to expire on June 1, 2009, under which
the company plans to exchange existing notes for second-lien
notes, and in some instances equity, at values well below face
value.

The company has entered into forbearance agreements with its
noteholders to prevent the acceleration of notes on account of the
missed interest payment.  Georgia Gulf also amended its senior
secured credit agreement to allow the company to withhold the
$34.5 million interest payment, without constituting a default as
defined in its agreement.  The forbearance agreements and
amendment to the secured credit facility expire on June 15, 2009.

S&P could lower its ratings on the senior secured credit
facilities and the 7.125% senior notes to 'D' after June 15, when
the amendment and the forbearance agreements expire, if the
company's creditors take action to accelerate its debt obligations
or if the company is forced into a bankruptcy proceeding.  S&P
will review the situation if the exchange offer is completed
successfully as planned on June 1.

Georgia Gulf is an integrated producer of chlorovinyl products,
polyvinyl chloride building and home improvement products, and
aromatic chemicals with annual revenue of slightly below
$3 billion as of Dec. 31, 2008.  In October 2006, Georgia Gulf
acquired the Royal Group business for approximately $1.6 billion
in a debt-financed acquisition.


GMAC FINANCIAL: Key Actions to Improve Capital, Access to Cash
--------------------------------------------------------------
GMAC Financial Services reported several key actions that
significantly improve the company's capital position and access to
liquidity.  The actions include a $7.5 billion capital investment
from the U.S. Department of the Treasury, approval by the Federal
Deposit Insurance Corporation to participate in the Temporary
Liquidity Guarantee Program, and an expanded exemption granted by
the Federal Reserve to originate GM-related assets at GMAC's bank,
recently renamed Ally Bank.

GMAC also reconstituted its board of directors and named two
appointees from the U.S. Treasury, with three independent
directors to be promptly named by the board.

"These actions represent another major step in stabilizing and
strengthening GMAC," said GMAC Chief Executive Officer Alvaro G.
de Molina.  "Much like last year, 2009 is proving to be a time of
landmark actions for GMAC -- executing the Chrysler agreement,
launching a new brand for our bank, and now taking a meaningful
step forward in permanently improving our access to cost-effective
funding."

                     Capital Investment

In connection with the government's capital investment, GMAC has
sold $7.5 billion of mandatorily convertible preferred (MCP)
membership interests and warrants to the U.S. Treasury.  The
investment included $4 billion of MCP related to GMAC's agreement
with Chrysler LLC to provide automotive financing to Chrysler
dealers and customers and $3.5 billion of MCP toward the
Supervisory Capital Assessment Program (S-CAP) requirement. The
U.S. Treasury immediately exercised the warrants and GMAC issued
an additional $375 million of MCP.

GMAC previously announced an agreement with Chrysler to provide
automotive finance products and services to Chrysler dealers and
customers. The agreement was approved by the U.S. Bankruptcy Court
on May 12, 2009. GMAC will begin offering wholesale and retail
credit to Chrysler dealers and customers immediately. In order to
ensure an orderly transition of wholesale financing activities,
GMAC has signed a cooperation agreement with Chrysler Financial
Services Americas LLC.

GMAC has also entered into a transition support agreement with
Chrysler LLC and the U.S. Treasury to aid in managing the risks
related to expeditiously extending credit to Chrysler dealers and
customers. The agreement provides GMAC with credit support for
certain losses that may be incurred during the transition period,
which allows time for GMAC to evaluate the creditworthiness of
each Chrysler dealer.

As previously disclosed under the S-CAP program, GMAC is required
to raise $11.5 billion of Tier 1 common or contingent common
capital, $9.1 billion of which must be new Tier 1 capital. The
$3.5 billion investment by the U.S. Treasury is new capital for
the company toward this program and reduces the level of new
capital required to $5.6 billion. Consistent with the S-CAP
program requirements, GMAC intends to submit a Capital Plan to the
Federal Reserve Bank of Chicago by June 8, 2009 with respect to
the remaining capital required. While the U.S. Treasury has
indicated that it may be willing to provide additional new
capital, GMAC will evaluate other alternatives to meet its capital
requirements.

The MCP issued to the U.S. Treasury has an annual distribution
rate of nine percent payable quarterly. These interests
mandatorily convert to common membership interests after seven
years and may be converted in advance of that time by GMAC with
the approval of the Federal Reserve if such conversion would not
result in the U.S. Treasury owning in excess of 49 percent of
GMAC's common membership interests. GMAC may only convert
additional mandatorily convertible membership interests to common
membership interests if certain other conditions are met. The MCP
is also convertible by the U.S. Treasury upon the occurrence of
certain events.

            Temporary Liquidity Guarantee Program

GMAC has received approval to participate in the FDIC's TLGP for
up to $7.4 billion, which would permit the company to issue new
FDIC-guaranteed debt. In connection with receiving FDIC approval,
GMAC is developing a funding plan which it has committed to
provide to the FDIC and the Federal Reserve. The plan will reflect
GMAC's management of Ally Bank's funding and deposit costs with a
focus on diversifying funding sources and reducing the Bank's
overall cost of deposit funding. GMAC and the Bank have also
committed to maintain Bank capital at a level well above the
regulatory minimums.

                      Ally Bank Exemption

GMAC received an expanded exemption from the Federal Reserve to
allow Ally Bank, formerly GMAC Bank, to originate a limited amount
of GM-related retail and wholesale assets, subject to certain
conditions. Previously, GMAC was more limited in the GM-related
assets that could be originated in the Bank due to section 23A of
the Federal Reserve Act. Providing relief on these restrictions
will enable GMAC to have more funding available for a majority of
its automotive finance assets, which provides a sustainable long-
term funding channel for the business. The extension of credit to
Chrysler dealers and customers is not subject to the section 23A
restriction.

GMAC recently launched Ally Bank, a new brand for its U.S. bank
that represents an improved banking experience. The new brand is
part of an effort to broaden and expand the company's customer
base at the Bank.

                          Governance

In connection with GMAC's approval to become a bank holding
company, GMAC was required to reconstitute its board of directors.
The new board will now consist of nine directors, four of whom
have been named, two by the U.S. Treasury and two current
directors. Three additional independent directors have been
selected and will be promptly appointed by the new board. The two
appointees of the U.S. Treasury are Robert T. Blakely and Kim S.
Fennebresque. GMAC CEO Alvaro G. de Molina will remain on the
board along with Stephen Feinberg as the Cerberus appointee. Two
additional independent directors will be named at a later date.

In connection with the previously announced GMAC governance
changes, the following independent and GMAC management directors
on the board resigned, effective immediately, T.K. Duggan, Douglas
A. Hirsch, Robert Hull, Samuel Ramsey and Robert W. Scully.

                            About GMAC

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

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

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

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

                         *     *     *

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


GMAC LLC: Tells Employees It Needs to Cut $1 Billion in Costs
-------------------------------------------------------------
GMAC LLC has told workers it needs to cut $1 billion in costs --
20% of its expenses -- by year-end, Aparajita Saha-Bubna and Dan
Fitzpatrick at The Wall Street Journal report, citing people
familiar with the matter.

WSJ relates that Christopher Marshall, the senior adviser to GMAC
Chief Executive Al de Molina, is leading the cost cutting effort,
which could fundamentally reshape GMAC.  According to WSJ, Mr.
Marshall is being asked to examine every part of GMAC and to look
at possible structural changes, asset sales, and ways to make the
Company more efficient.

The Treasury, after confirming that it would inject $7.5 billion
in GMAC, said that it would swap about $884 million of its
existing preferred-stock investment for common stock, giving the
government a 35.4% equity stake in the Company, WSJ reports.  The
stake, says WSJ, could increase to more than half if GMAC was to
convert the government's investments into common equity.

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

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

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

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

                         *     *     *

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


GOLF CLUB: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: The Golf Club at Bridgewater, L.L.C.
        6200 State Road 33 North
        Lakeland, FL 33805

Bankruptcy Case No.: 09-10430

Chapter 11 Petition Date: May 20, 2009

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

Debtor's Counsel: David S. Jennis, Esq.
                  Jennis & Bowen, P.L.
                  400 N Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  Email: ecf@jennisbowen.com

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

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

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

           http://bankrupt.com/misc/flmb09-10430.pdf

The petition was signed by John Greer, restructuring officer of
the Company.


GOTTSCHALKS INC: Forever 21 Submits Bid for Closed Stores
---------------------------------------------------------
The Associated Press reports that Forever 21 has submitted a bid
to take over Gottschalks Inc.'s closed stores.

According to The AP, Gottschalks supports Forever 21's
$17.7 million offer to purchase three stores and acquire leases
for 13 stores from California to Alaska.  Forever 21 then dropped
the River Park Gottschalks from its bid, The Fresno Bee relates.
Shopping center representatives, The Fresno Bee states, objected
because some tenants have contracts that require a full-service,
upscale department store in River Park.  Forever 21 said that it
would rather focus on plans for Fashion Fair mall, The Fresno Bee
says.

The Fresno Bee relates that Forever 21 filed a "stalking horse"
bid for the stores.  Gottschalks, says The Fresno Bee, would have
to pay Forever 21 $354,000 if it accepts a different bid for the
stores.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., will serve as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in
total assets and $197,072,000 in total debts as of January 3,
2009.


GRAHAM PACKAGING: Moody's Assigns 'B1' Rating on New Facility
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new
revolving credit facility and term loan C of Graham Packaging,
L.P.  Moody's also affirmed the B2 Corporate Family Rating and
stable outlook.  The rating is in response to the company's
announcement that it had amended the terms and maturity of its
term loan and revolver.  The amendment extended the maturity of a
$1,200 million of Graham's existing term loans from October 2011
to April 2014 and extended the maturity of $125 million of
Graham's existing $250 million revolving credit facility from
October 2010 to October 2013.  The interest rate on the new
facilities is 425 basis points above LIBOR.  Additional instrument
ratings are detailed below.

Moody's took these ratings:

  -- Assigned $1,200 million senior secured first lien term loan C
     due 4/15/2014, B1 (LGD 3, 43%)

  -- Assigned $125 million senior secured first lien revolver due
     4/14/2014, B1 (LGD 3, 43%)

  -- Affirmed $250 million senior secured first lien revolver due
     10/07/2010, B1 (LGD 3, 38%) will be withdrawn within three
     days

  -- Affirmed $1,870 million senior secured first lien term loan B
     due 10/07/2011, B1 (to LGD 3, 43% from LGD 3, 37%) will be
     reduced to $670 million within three days

  -- Affirmed $250 million 8.5% senior unsecured notes due
     10/15/2012, Caa1 (LGD 5, 84%)

  -- Affirmed $375 million senior subordinated notes due
     10/15/2014, Caa1 (LGD 6, 93%)

  -- Affirmed Corporate family rating, B2

  -- Affirmed Probability of Default Rating, B2

  -- Affirmed the Speculative Grade Liquidity Rating of SGL-2

The ratings outlook is stable.

The ratings are subject to receipt and review of the final
documentation.

The ratings are supported by the company's strong competitive
position, success in its performance improvement initiative and
good liquidity including a large cash balance.  The company is
expected to continue to make further progress in its performance
improvement program as well as annualize benefits from actions
taken in 2008.  Moody's anticipates that cash on hand will be held
short term to bolster liquidity and used longer term for
deleveraging.  Despite near term pressures, Moody's believes the
company will maintain metrics within the rating category.

The ratings are constrained by Graham's high customer
concentration, low growth and free cash flow to debt that is weak
for the rating category.  Graham is dependent upon further success
in its performance improvement program to offset near term
pressures and maintain its credit metrics.

Moody's last rating action on Graham occurred on June 6, 2008 when
Moody's revised the ratings outlook to stable from negative and
affirmed the B2 corporate family rating.

Based in York, Pennsylvania, Graham Packaging Company, L.P. is a
global designer and manufacturer of customized blow-molded plastic
containers for branded food and beverages, household and personal
care products, and automotive lubricants.  Blackstone Capital
Partners of New York is the majority owner.  Revenue for the last
twelve months ended March 31, 2009 was approximately $2.5 billion.


HALLWOOD ENERGY: Files Chapter 11 Plan and Disclosure Statement
---------------------------------------------------------------
Hallwood Energy L.P., and its debtor affiliates delivered to the
U.S. Bankruptcy Court for the Northern District of Texas a
disclosure statement explaining their Joint Plan of
Reorganization.

The Plan contemplates the Debtors participating in a limited
partnership, to be known as "Hallwood Penn Partners, L.P."  Penn
Partners will be funded by new investors investing up to $25
million in exchange for limited partnership interests in Penn
Partners.  Hallwood Energy, L.P., will serve as the general
partner and the new investors will be the limited partners.  As
Penn Partners' general partners, Hallwood Energy will contribute,
among other things, certain acreage, seismic data, and leases to
Penn Partners.

The returns to the general partner will be used to make
distributions to holders of Allowed Claims and Interests.  Revenue
from the Debtors' currently producing properties also will be
utilized to make distributions to holders of Allowed Claims or
Interests.

The Plan assumes the equitable subordination and
recharacterization of the claims of Hall Phoenix/Inwood, Ltd. and
convertible debt holders to equity in Class 4.

Pursuant to the Plan terms, mechanics liens and materialman's
liens under Class 1 will be paid in full within 15 days after the
Plan's Effective Date.  General unsecured claims under Class 3
will receive their Pro Rata Share of 30% of available cash within
30 days after the Plan's Effective Date and additional
distributions occurring at 120 days intervals thereafter.

Holders of allowed equity interests under Class 4 will have all of
their interests cancelled and extinguished on the Plan's Effective
Date and in exchange will receive an equity interest in the
Reorganized Debtor on a pro rata basis of the total amount of
allowed equity interests.  Holders of allowed Class 4 claims will
receive distributions after all amounts due under the Plan to
unclassified claims and Classes 1-3 have been satisfied.

Equity Interests under Class 5 and 6 will be cancelled and
extinguished upon the Plan's Effective Date and are deemed to
reject the Plan and are not entitled to vote.

       Classification and Treatment of Claims and Interests

                             Estimated
Class      Description       Amount         Treatment
-----   ----------------    ----------   ----------------------
   1     Allowed Secured     $6,000,000   Impaired.  Paid within
          M&M Lien Claims                 15 days.

   2     Allowed Priority      $219,000   Impaired.  Paid within
          Non-Tax Claims                  15 days

   3     Allowed General     $8,000,000   Impaired.
          Unsecured Claims

   4     Allowed Equity        $276,000   Impaired.
          Interests

   5     Class A Equity    $201,000,000   Impaired. Deemed to
          Interests                       Reject.

   6     Class B Equity      $1,000,000   Impaired. Deemed to
                                          Reject.

Holders of claims in Classes 1-4 are entitled to vote.  Holders of
Interests in Classes 5 and 6 will be deemed to have rejected the
Plan and are not entitled to vote.

The Debtors reserve the right to seek confirmation of the Plan
under the "cramdown" provisions of Section 1129 of the Bankruptcy
Code, which provides that if fewer than all classes of impaired
claims and interests vote to accept a plan it may still be
confirmed if the plan does not "discriminate unfairly" and is
"fair and equitable" with respect to each impaired class of claims
or interests rejecting the plan.

A full-text copy of the Debtors' disclosure statement explaining
their Joint Plan of Reorganization is available at:

          http://www.bankrupt.com/misc/Hallwood.DS.pdf

Based in Dallas, Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- is an upstream energy
corporation engaging in the exploration, acquisition, development
and production of oil and gas properties.  The Company and five
(5) of its debtor-affiliates filed separate petitions for Chapter
11 relief on March 1, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31253).  Scott Mark DeWolf, Esq., Kathleen M. Patrick,
Esq., and Sean Joseph McCaffity, Esq., at Rochelle McCullough
L.L.P., represent the Debtors as counsel.  Brian A. Kilmer, Esq.,
at Okin Adams & Kilmer LLP, represents the official committee of
unsecured creditors as counsel.  The Debtors' business consultant
and CRO is Blackhill Partners LLC.  When the Debtors filed for
Chapter 11 protection, they listed assets of between $50 million
and $100 million, and debts of between $100 million and
$500 million.


HALLWOOD ENERGY: May Use Cash Collateral of HPI Until May 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
issued on May 12, 2009, a final order granting Hallwood Energy,
L.P., and its debtor affiliates' emergency motion to use cash
collateral of Hall Phoenix/Inwood, Ltd., from March 1, 2009,
through May 31, 2009, to fund operating expenses of certain wells,
in accordance with a cash collateral budget.

As partial adequate protection, HPI is granted replacement liens
in all property and assets of the Debtors' estates, subject to any
interest of working interest owners and royalty owners in funds in
the Debtors' bank account.  To the extent that the adequate
protection is insufficient, HPI is also granted a super-priority
administrative expense claim which will have priority over all
costs and expense of administration of any kind.

Hallwood owes $115 million under two credit agreements with HPI,
secured by a first lien on all or substantially all of the assets
of the Debtors.

A copy of the Cash Collateral Budget is available at:

      http://www.bankrupt.com/misc/Hallwood.HPIBudget.pdf

Based in Dallas, Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- is an upstream energy
corporation engaging in the exploration, acquisition, development
and production of oil and gas properties.  The Company and five
(5) of its debtor-affiliates filed separate petitions for Chapter
11 relief on March 1, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31253).  Scott Mark DeWolf, Esq., Kathleen M. Patrick,
Esq., and Sean Joseph McCaffity, Esq., at Rochelle McCullough
L.L.P., represent the Debtors as counsel.  Brian A. Kilmer, Esq.,
at Okin Adams & Kilmer LLP, represents the official committee of
unsecured creditors as counsel.  The Debtors' business consultant
and CRO is Blackhill Partners LLC.  When the Debtors filed for
Chapter 11 protection, they listed assets of between $50 million
and $100 million, and debts of between $100 million and
$500 million.


HALLWOOD ENERGY: May Use FEI Shale Cash Collateral
--------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
granted Hallwood Energy, L.P., et al.'s emergency motion to use
cash collateral of FEI Shale, L.P., in the Project Account under
the FEI Shale Farmount Agreement, to pay operating expenses,
except the Debtors may not use cash collateral in the Project
Account for line item "CHK" for $125,000 each in weeks 9-13 of the
cash collateral budget.

The Project Account contains approximately $6.7 million as of the
petition date.

As adequate protection, the Court ordered the Debtors to execute
any required assignments to FEI Shale under the Farmount Agreement
for interests earned by FEI Shale, including any (a) curative
assignments that are not otherwise subject to dispute and/or
require approval under FED. R. BANKR. P. 9019 and (b) assignments
necessary for any recently drilled wells.

FEI Shale advanced approximately $95 million under the Farmount
Agreement and has received approximately 20% of Hallwood's
interest in substantially all of its assets.

A copy of the budget is available at:

      http://www.bankrupt.com/misc/Hallwood.FEIBudget.pdf

Based in Dallas, Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- is an upstream energy
corporation engaging in the exploration, acquisition, development
and production of oil and gas properties.  The company and five
(5) of its debtor-affiliates filed separate petitions for Chapter
11 relief on March 1, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31253).  Scott Mark DeWolf, Esq., Kathleen M. Patrick,
Esq., and Sean Joseph McCaffity, Esq., at Rochelle McCullough
L.L.P., represent the Debtors as counsel.  Brian A. Kilmer, Esq.,
at Okin Adams & Kilmer LLP, represents the official committee of
unsecured creditors as counsel.  The Debtors' business consultant
and CRO is Blackhill Partners LLC.  When the Debtors filed for
Chapter 11 protection, they listed assets of between $50 million
and $100 million, and debts of between $100 million and
$500 million.


HARTMARX CORP: Three Firms Eyeing Company's Assets
--------------------------------------------------
Sandra M. Jones at Chicago Tribune reports that three companies
have expressed interest in Hartmarx Corp.'s assets.

Chicago Tribune relates that possible buyers for Hartmarx include:

     -- Emerisque Brands,
     -- Mistral Equity Partners, and
     -- Yucaipa Cos. of California.

Chicago Tribune states that Emerisque Brands revived its bid for
Hartmarx, saying that it is interested in "acquiring substantially
all of the assets" of Hartmarx and its affiliates.  According to
the report, Emerisque Brands said that the latest offer is its
third and final bid.  The offer, says the report, expires on
Thursday.

According to Chicago Tribune, Emerisque Brands said that it wants
to operate the business "as a single going concern."

Mistral Equity Partners, Chicago Tribune relates, said that it
wants to acquire Hartmarx's women's apparel business, which
includes denim line Christopher Blue and Exclusively Misook.
Chicago Tribune says that Mistral Equity made an initial offer for
Hartmarx but withdrew it after unions started holding
demonstrations to fight for their members' jobs.  The unions were
worried that a new owner could close some of Hartmarx's U.S.
factories, according to the report.

Citing a source familiar with the matter, Chicago Tribune reports
that Yucaipa Cos. is eyeing Hartmarx's tailored brands.

Based in Chicago, Illinois, Hartmarx Corporation (HTMXQ) --
http://www.hartmarx.com/-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

Hartmarx and certain affiliates filed for bankruptcy protection on
January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046).
George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric
J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $483,108,000 in total
assets and $261,220,000 in total debts as of August 31, 2008.


HARTMARX CORP: Wells Fargo Should Sell Company, Gov. Quinn Says
---------------------------------------------------------------
Erik Larson at Bloomberg News reports that Illinois Gov. Pat Quinn
said that Wells Fargo & Co. should sell Hartmarx Corp. to avoid
liquidating the bankrupt company.

Gov. Quinn said in a statement that though a "serious bidder" has
expressed interest in Hartmarx, Wells Fargo is threatening to
liquidate the Company.  According to Gov. Quinn's statement,
selling Hartmarx would save almost 4,000 U.S. jobs, including
1,000 jobs in Illinois.

Gov. Quinn said in a statement, "U.S. taxpayers are investing
billions of their tax dollars to rescue the country's banking
system, including Wells Fargo.  It's only right and just that this
bank do everything in its power to make an agreement now that will
ultimately benefit the lender, Illinois workers and the entire
country."

Wells Fargo, according to Bloomberg, received $25 billion in
federal assistance from the government's Troubled Assets Relief
Program.  Bloomberg relates that Wells Fargo has been under
pressure from unions and lawmakers, including House Financial
Services Committee Chairman Barney Frank, not to close the
Company.

Based in Chicago, Illinois, Hartmarx Corporation (HTMXQ) --
http://www.hartmarx.com/-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

Hartmarx and certain affiliates filed for bankruptcy protection on
January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046).
George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric
J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $483,108,000 in total
assets and $261,220,000 in total debts as of August 31, 2008.


HAYES LEMMERZ: Court Grants Interim Approval to DIP Loan
--------------------------------------------------------
According to Bloomberg's Bill Rochelle, Hayes Lemmerz
International Inc. has received interim approval from the U.S.
Bankruptcy Court for the District of Delaware of its proposed
debtor-in-possession financing.  Pending a final hearing on
June 10, Hayes will be able to access $30 million from the
proposed $100 million debtor-in-possession loan.  The loan
includes another $100 million of pre-bankruptcy debt that will be
rolled up as a DIP financing.

As reported by the Troubled Company Reporter on May 15, 2009,
Hayes Lemmerz and its affiliates asked the Bankruptcy Court for
authority to borrow up to $100,000,000 in new money priority term
loans and up to $100,000,000 in roll-up loans, pursuant to the
Second Amended and Restated Credit Agreement, dated May 30, 2007,
as amended.

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

                    $200 Million DIP Facility

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

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

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

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

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

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

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

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

The Debtors propose to pay these fees:

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

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

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

   * Agency Fees as agreed with the DIP Administrative Agent.

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

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

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

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

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

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

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

                    Lenders Dictate Plan Process

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

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

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

The Plan Term Sheet proposes to give:

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

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

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

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

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

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

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

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

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

              About Hayes Lemmerz International, Inc.

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

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

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

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


HENDRICKS COMPANIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Hendricks Companies, Inc.
        26532 Railroad Avenue
        Loxley, AL 36551

Bankruptcy Case No.: 09-12332

Chapter 11 Petition Date: May 21, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Jeffery J. Hartley, Esq.
                  Helmsing, Leach, Herlon, Newman & Rouse
                  P.O. Box 2767
                  Mobile, AL 36652-2767
                  Tel: (251)432-5521
                  Email: jjh@helmsinglaw.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/alsb09-12332.pdf

The petition was signed by S. Kenneth Hendricks, chairman and CEO
of the Company.


HERBST GAMING: Files Amended Stipulation on Cash Collateral Use
---------------------------------------------------------------
Herbst Gaming, Inc., together with its debtor affiliates, and
Wilmington Trust Company, as Administrative Agent for the
Company's lenders, seek approval from the U.S. Bankruptcy Court
for the District of Nevada of an amended stipulation authorizing
the Debtors' use of cash collateral, including certain disputed
cash collateral, and granting adequate protection.

The parties agree that the Debtors will transfer cash to their
account at U.S. Bank National Association within three business
days of the Court's approval of the stipulation, in lieu of the
requirement of an acceptable forbearance agreement and the
transfer of all of the Debtors' cash in Community Bank of Nevada
to the U.S. Bank account within 10 days after the effective date
of a certain Lockup Agreement.  The transferred cash will then be
available for use by the Debtors.

The Lock-Up refers to the pre-negotiated restructuring agreement
dated March 9, 2009, with lenders holding more that 68% of the
outstanding claims due under the Credit Agreement, which provides
for a restructuring of the Debtors to be effectuated pursuant to a
plan of reorganization which, together with a proposed disclosure
statement, will be filed in these cases.

The Debtors acknowledge that the Administrative Agent and their
Lenders have a valid, enforceable and perfected security interest
on their personal property and real property.  They, however,
dispute that the Administrative Agent has a perfected security
interest in their cash on hand, deposit accounts and postpetition
cash.  In light of the immediate and irreparable harm to the
Debtors' continued operations that may result from their inability
to use the Disputed Cash Collateral, the Lenders have consented to
the use of both the Disputed Cash Collateral and the Cash
Collateral, subject to the terms of the parties' stipulation and
the entry of a Court approval of the stipulation.

The use of Cash Collateral and Disputed Cash Collateral will be
limited to payment of ordinary, reasonable and necessary expenses
actually paid by the Debtors in connection with the operation of
their businesses, pursuant to a budget.

The Debtors' authority to use Cash Collateral, including Disputed
Cash Collateral, will be effective from the date of the entry of a
Court order approving the terms of the stipulation through the
date that is 5 business days following notice to the Debtors of an
occurrence of an Event of Default or the Effective Date of a plan
of reorganization, whichever occurs first.

Events of Default include, among others, the entry of a Court
order dismissing the Debtors' Chapter 11 cases, converting the
case to Chapter 7, or appointing a Chapter 11 trustee or examiner
with expanded powers; the sale of any portion of the Debtors'
assets outside the ordinary course of business without the prior
written consent of the Administrative Agent; and a termination of
the Lockup Agreement.

As adequate protection of the Lenders' interests in the
Prepetition Collateral against any diminution in value as a result
of its use and the imposition of the automatic stay, the
Administrative Agent will be granted additional, replacement
security interests in all of the Collateral, except for causes of
action under Chapter 5 of the Bankruptcy Code, the Cash on Hand,
Deposit Accounts and Postpetition Cash.

The Administrative Agent on behalf of the Lenders will also be
entitled to adequate protection payments in an amount equal to the
Debtors' cash and cash equivalents in excess of $100 million.

A full-text copy of the parties' Amended and Restated Stipulation
for further Cash Collateral use and grant of adequate protection,
including the budget, is available at:

   http://www.bankrupt.com/misc/Herbst.AmendedStipulation.pdf

                     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).  Gerald M. Gordon, Esq., and Thomas H. Fell, Esq., at
Gordon Silver, represent 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.


HERITAGE BUILDING: Portland Dev't Commission May Buy Bank Loan
--------------------------------------------------------------
Ryan Frank at The Oregonian reports that the Portland Development
Commission officials said that they want to take over Heritage
Building L.L.C.'s loan with Albina Community Bank to get the rest
of the building leased and to protect its own investment in the
property in the event of another loan default.

The Oregonian states that the Portland Development Commission has
made more than $2.4 million in low-interest loans on the project.
According to The Oregonian, the Portland Development Commission
will consider purchasing the private bank loan to avoid a second
foreclosure on the Heritage Building.  The agency's board, The
Oregonian says, will vote on the loan at its meeting on Wednesday.

The Portland Development Commission, according to The Oregonian,
hoped the renovation of the Heritage Building would attract more
people to reinvest in real estate lining Northeast Martin Luther
King Jr. Boulevard.  It granted the building to private developers
led by Eric Wentland to renovate and lease it to shops,
restaurants, and employers, but the project has struggled in the
recession, the report states.

The Oregonian relates that since the Heritage Building finished
the work in September 2007, it has defaulted once on the loan with
Albina Community, leading to the Company's bankruptcy filing in
2008.  Citing the Portland Development Commission, The Oregonian
reports that the building remains 56% leased.

Mr. Wentland, according to The Oregonian, said that he didn't know
why the Portland Development Commission wanted to take over the
private loan.  The Oregonian relates that the building previously
fell into foreclosure but not due to missed payment, but because
the Company's ability to cover its debt service was below
requirements set in the Albina Community loan agreement.

The Oregonian states that Mr. Wentland said that he and his four
partners have personally guaranteed the loan.

The Heritage Building, L.L.C., is based in Portland, Oregon.  The
Company filed for Chapter 11 bankruptcy protection on July 21,
2008 (Bankr. D. Ore. Case No. 08-33599).  Albert N. Kennedy, Esq.,
who has an office in Portland, Oregon, assists the Company in its
restructuring efforts.  The Company listed $4,828,350 in assets
and $4,434,493 in debts.


HLA INC: Files Chapter 11 Petition in Georgia
---------------------------------------------
HLA Inc. filed a Chapter 11 petition before the U.S. Bankruptcy
Court for the Northern District Georgia in Gainesville, listing
assets less than $10 million and debt exceeding $10 million.

HLA Inc. is the operator of Hidden Lake Academy, a therapeutic
boarding school in Dahlongea, Georgia.  The school is run in
association with the Georgia juvenile justice system.  The Company
filed for Chapter 11 on May 14 (Bankr. N.D. Ga. Case No.
09-22026).


HUGHES NETWORK: S&P Assigns 'B' Rating on $125 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B' issue-
level rating to Hughes Network System LLC's $125 million of 9.5%
senior notes due 2014.  S&P also assigned a '4' recovery rating to
this unsecured issue, indicating expectations for average (30%-
50%) recovery in the event of a payment default.  These notes are
being issued with terms and covenants that are substantially
identical to the existing 9.5% senior notes.  Issue proceeds will
be used for general corporate purposes.

At the same time, S&P affirmed all ratings, including the 'B'
corporate credit rating, on the parent, Hughes Communications Inc.
However, S&P revise the outlook on the company to stable from
positive.

"The change in outlook reflects our view that, as a result of the
new notes, the improvements in leverage and free cash flow that
S&P expected in 2009 will be delayed for at least a year," said
Standard & Poor's credit analyst Naveen Sarma.  Adjusted leverage,
pro forma for the new notes, will rise to 5.4x from 4.7x.  S&P had
expected leverage to improve to the mid-4.0x area and the company
to begin generating some positive free cash flow in 2009.
However, this is not expected to occur until at least 2010.


HUGHES NETWORK: To Sell New 9-1/2% Notes at 90.935% of Face Value
-----------------------------------------------------------------
Hughes Network Systems, LLC, and its subsidiary, HNS Finance
Corp., announced the pricing for the offering of their
$150.0 million aggregate principal amount of 9-1/2% senior notes
due 2014.

The proposed 9-1/2% senior notes will be issued under a new
indenture and will not be part of the same class as HNS' existing
9-1/2% senior notes.  The notes will be sold at a price equal to
90.935% of their face value, plus accrued interest from April 15,
2009, with an effective yield of 12.000%.  The offering is
expected to close on May 27, 2009, subject to the satisfaction or
waiver of customary closing conditions.  HNS and HNS Finance Corp.
are subsidiaries of Hughes Communications, Inc.

The notes were offered in a private placement and will be
guaranteed on a senior unsecured basis by each of HNS' current and
future domestic subsidiaries that guarantee any of HNS'
indebtedness or indebtedness of other HNS subsidiary guarantors,
including the indebtedness under HNS' revolving credit facility,
unsecured term loan facility and existing 9-1/2% senior notes.

The net proceeds of the offering are intended to be used for
general corporate purposes, which could include working capital
needs, corporate development opportunities (which may include
acquisitions) and opportunistic satellite fleet expansion.

In its quarterly report for the period ended March 31, 2009, filed
on Form 10-Q with the Securities and Exchange Commission, the
Company said it is significantly leveraged as a result of its
indebtedness.  As of March 31, 2009, the Company's cash and cash
equivalents was $102.6 million and its total debt was
$584.3 million.  The Company had $1.06 billion in total assets and
$828 million in total liabilities, resulting in $234 million in
stockholders' equity.

The notes were offered and sold in the United States only to
qualified institutional buyers pursuant to Rule 144A of the
Securities Act of 1933, as amended, and in offshore transactions
to non-United States persons in reliance on Regulation S of the
Securities Act.  The offering of the notes was not registered
under the Securities Act, and the notes may not be offered or sold
within the United States, or to, or for the account or benefit of,
any United States persons absent that registration or an
applicable exemption from that registration requirement.

                  About Hughes Network Systems

Hughes Network Systems, LLC -- http://www.hughes.com/-- provides
broadband satellite networks and services for enterprises,
governments, small businesses, and consumers.  To date, Hughes has
shipped more than 1.9 million systems to customers in over 100
countries.  Headquartered in Germantown, Maryland, USA, Hughes
maintains sales and support offices worldwide.

                          *     *     *

The Company's existing $450 million of 9.50% senior notes maturing
on April 15, 2014, are currently rated B1 and B by Moody's and
Standard & Poor respectively.  Interest on the Senior Notes is
paid semi-annually in arrears on April 15 and October 15.  At
March 31, 2009 and 2008, interest accrued on the Senior Notes was
$19.7 million.

The Company's secured $50 million revolving credit facility, which
matures on April 22, 2011, is currently rated Ba1 and BB- by
Moody's and S&P, respectively.  As of March 31, 2009, the total
outstanding letters of credit under the Revolving Credit Facility
was $3.6 million.  The available borrowing capacity under the
Revolving Credit Facility as of March 31 was $46.4 million.

The Company's $115 million 2007 senior unsecured credit agreement
from a syndicate of banks is currently rated B1 and B by Moody's
and S&P.  The Term Loan Facility matures April 15, 2014.  The Term
Loan Facility has a fixed interest rate of 7.62% per annum.  The
net interest payments based on the Swap Agreement and the Term
Loan Facility are estimated to be approximately $8.8 million for
each of the years ending December 31, 2009, through 2013 and
$3.3 million for the year ending December 31, 2014.


IDEARC INC: Files Chapter 11 Plan; Claimants to Receive Stock
-------------------------------------------------------------
Idearc Inc. and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the Northern District of Texas a disclosure
statement in support of their joint Chapter 11 plan of
reorganization dated May 15, 2009.

The Debtors related that the Plan proposes:

   -- the payment of cash by Idearc and the issuance by Idearc of
      new senior secured term loans and new common stock in
      exchange for the portion of claims arising under, in
      connection with, or related to the Debtors' senior credit
      facility debt and swap obligations to the extent that it is
      secured;

   -- the issuance of new common stock and distributions from a
      litigation trust in exchange for the Debtors' unsecured
      notes, general unsecured claims that have not been
      classified as convenience claims, and the portion of the
      claims arising under, in connection with, or related to the
      Debtors' senior credit facility debt and swap obligations
      that is not secured;

   -- the cash payment equal to the lesser of the aggregate amount
      of such claims and [$__] to holders of general unsecured
      claims that have elected to classify such claims as
      convenience claims;

   -- the discharge of previously subordinated claims arising from
      previously issued securities of the Debtors; and

   -- the cancellation of existing Idearc public equity.

Furthermore, all intercompany claims between and among the Debtors
will be deemed resolved, and all other creditors and interests
will be unimpaired.

Under the Plan, claims are treated generally in accordance with
the priorities established under the Bankruptcy Code, except that:

   (i) holders of allowed secured credit facility claims will
       receive their pro rata share of 95% of the new common stock
       to be issued by Idearc pursuant to the Plan; and

  (ii) holders of allowed unsecured note claims, allowed unsecured
       credit facility claims and allowed general unsecured claims
       which have not been classified as convenience claims,
       together as a single class, will receive their pro rata
       share of 5% of the new common stock to be issued by Idearc
       pursuant to the Plan and their pro rata share of any
       distributions made from a litigation trust.

In addition, holders of general unsecured claims may elect to have
all of their general unsecured claims classified as convenience
claims and in that case, will receive a single cash payment equal
to the lesser of the aggregate amount of those claims and [$__]
and will be deemed to have voted in favor of the Plan.

Subordinated claims arising from previously issued securities of
the Debtors will be discharged.

All intercompany claims between and among the Debtors will be
deemed resolved.  The Subsidiary Debtors' equity interests will
remain in place, but the existing public equity of Idearc will be
cancelled.

All other claims will be paid in full or will be reinstated.

Moelis & Company LLC, the Debtors' financial advisor, has
determined the estimated range of reorganization value of the
Reorganized Debtors on a going concern basis is between $3.025
billion and $3.7 billion as of an assumed effective date of
June 30, 2009, excluding an estimated $150 million of cash on hand
and after payment by the Debtors of an estimated $250 million of
distributable cash pursuant to the plan.

A full-text copy of Idearc's disclosure statement is available for
free at http://ResearchArchives.com/t/s?3d1f

A full-text copy of Idearc's Chapter 11 plan is available for free
at http://ResearchArchives.com/t/s?3d20

                        About Idearc Inc.

Headquartered in DFW Airport, Texas, Idearc Inc. (NYSE: IAR) --
http://www.idearc.com/-- fka Verizon Directories Disposition
Corporation, provides yellow and white page directories and
related advertising products in the United States and the District
of Columbia.  Products include print yellow pages, print white
pages, Superpages.com, Switchboard.com and LocalSearch.com, the
company's online local search resources, and Superpages Mobile,
their information directory for wireless subscribers.

Idearch is the exclusive official publisher of Verizon print
directories in the markets in which Verizon is currently the
incumbent local exchange carrier.  Idearc uses the Verizon
brand on their print directories in their incumbent markets, well
as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N. D. Tex. Lead Case No. 09-31828).  Toby
L. Gerber, Esq., at Fulbright & Jaworski, LLP, represents the
Debtors in their restructuring efforts.  The Debtors propose
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.  William T. Neary, the
United States Trustee for Region 6, appointed six creditors to
serve on an official committee of unsecured creditors of Idearc
Inc. and its debtor-affiliates.  The Committee selected Mark
Milbank, Tweed, Hadley & McCloy LLP, as counsel, and Haynes and
Boone, LLP, co-counsel.  The Debtors' financial condition as of
December 31, 2008, showed total assets of $1,815,000,000 and total
debts of $9,515,000,000.


IMPERIAL BUSINESS: Court Confirms Ch. 11 Plan of Reorganization
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has confirmed the Chapter 11 Plan of Imperial Business Park, L.P.

As reported in the Troubled Company Reporter on January 28, 2009,
the Debtor filed the Plan and a disclosure statement explaining
the Plan on December 30, 2008.  The disclosure statement was
conditionally approved on January 6, 2009.

The Plan contemplates the sale of the Debtor's 98 acres of
partially developed real estate and the adjacent undeveloped 227
acres owned by IBP II, L.P., a related Debtor.  The partial
developed property includes five buildings which are fully
constructed and contain 187,000 square feet of warehouse space.
This real estate generates approximately $85,000 per month in
rental revenue.  The Debtor believes that the property can be sold
for more than $13,500,000, the amount owed to the Debtor's senior
secured lender, LaSalle Bank.

The Distributions to be made pursuant to the Plan will be paid
from the Net Proceeds from the sale of the Debtor's property and
successful recovery of Litigation Claims.  The Law Firm of Rudov &
Stein, P.C., shall act as the Disbursing Agent.

The Debtor envisions that the sale will occur after the
confirmation of the Plan.  Net Proceeds realized from the
avoidance of transfer stamps and all proceeds realized from
Litigation Recoveries shall be used to fund non-secured claims
according to statutory priorities.

                 Classes and Treatment of Claims

The Plan segregates the Claims against and Interests in the
Debtors into 7 classes:

Class 1 - Secured Claim of LaSalle Bank

Class 2 - Secured Claim of Redevelopment Authority of Allegheny
          County

Class 3 - Secured Claim of Independent Enterprises, Inc.

Class 4 - Secured Claim of Taylour Interior Systems

Class 5 - Priority Claims of Township of North Fayette

Class 6 - Unsecured Creditors

Class 7 - Partnership Interests

The Claim of LaSalle Bank under Class 1 shall be paid from the Net
Proceeds from the sale of the Debtor's property after payment of
all Allowed Administrative Claims and Fee Claims.

The Claim of Redeveloment Authority of Allegheny County under
Class 2 shall be paid from the Net Proceeds from the sale of the
Debtor's property after payment of all Allowed Administrative and
Fee Claims and the Allowed Secured Claim of Class 1.

The Claim of Independent Enterprises Incorporated under Class 3
shall be paid from the Net Proceeds from the sale of the Debtor's
property after payment of all Allowed Administrative and Fee
Claims and the Allowed Secured Claims of Classes 1 and 2.

The Claim of Taylour Interiors Systems, Inc. under Class 4 shall
be paid from the Net Proceeds from the sale of the Debtor's
property after payment of all Allowed Administrative and Fee
Claims and the Allowed Secured Claims of Classes 1, 2, and 3.

The Priority Claim of Township of North Fayette under Class 5 will
be paid from the Net Proceeds from the sale of the Debtor's
property after payment in full of all allowed Administrative
and Fee Claims and the Allowed Secured Claim of Classes 1, 2, 3,
and 4.

In the event that the property is not sufficient to fully satisfy
the Claims under Classes 1, 2, 3, 4, and 5, the remaining Allowed
Claims shall be treated as an Unsecured Claim and paid on a Pro
Rata Basis with all Unsecured Creditors.

Unsecured Creditors under Class 6 will receive a Pro Rata
Distribution of the Net Proceeds from the sale that remain after
payment in full of all Allowed Administrative and Fee Claims and
the Allowed Claims of Classes 1, 2, 3, 4, and 5.  Moreover Class 6
Unsecured Creditors (including deficiency Secured Claims) shall be
entitled to a Pro Rata Distribution of the Net Proceeds received
from the Litigation Claims.

Partnership Interests under Class 7 shall receive a Pro Rata
Distribution from the Net Proceeds from the sale of the Debtor's
property or the Litigation Claims that remain after payment in
full of all Allowed Administrative and Fee Claims and the Allowed
Claims of Classes 1, 2, 3, 4, 5, and 6.

All Classes are impaired under the Plan and entitled to vote to
accept or reject the Plan.

A full-text copy of the Debtor's proposed Plan of Reorganization
under Chapter 11 of the Bankruptcy Code is available for free at:

    http://bankrupt.com/misc/ImperialBusinessChapter11Plan.pdf

                    About Imperial Business

Oakdale, Pennsylvania-based Imperial Business Park, L.P. --
http://www.imperialbusinesspark.net/-- owns an industrial and
business park.  The company filed for Chapter 11 protection on
October 2, 2008 (Bankr. W. D. Pa. Case No. 08-26580).  David K.
Rudov, Esq., at Rudov & Stein, represents the Debtor as counsel.
Robert S. Bernstein, Esq., and Scott S. Schuster, Esq., at
Bernstein Law Firm, P.C., represent the offical committee of
unsecured creditors as counsel.  The company listed assets of
$16,064,823 and debts of $18,078,619.


INDALEX HOLDINGS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Indalex Holdings Finance, Inc., and its debtor-affiliates filed
with the U.S. Bankruptcy Court for the District of Delaware, their
schedules of assets and liabilities, disclosing:

     Name of Debtor                Assets        Liabilities
     --------------             ------------    ------------
  Indalex Holdings Finance, Inc.          $0    $310,606,421
  Indalex Holding Corp.         $139,368,249    $310,606,421
  Indalex Inc.                  $176,695,865    $385,408,582
  Caradon Lebanon, Inc.                   $0    $310,606,421
  Dolton Aluminum Company, Inc.           $0    $310,606,421

Copies of Indalex Holdings Finance, Inc., et al.'s SALs are
available at:

http://bankrupt.com/misc/IndalexHoldingsFinance.SAL.pdf
http://bankrupt.com/misc/IndalexHoldingCorp.SAL.pdf
http://bankrupt.com/misc/IndalexInc.SAL.pdf
http://bankrupt.com/misc/CaradonLebanonInc.SAL.pdf
http://bankrupt.com/misc/DoltonAluminumCompany.SAL.pdf

                     About Indalex Holdings

Indalex Holding Corp., a wholly-owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy extrusion
products in North America. The company's aluminum extrusion
products are widely used throughout industrial, commercial and
residential applications and are customized to meet specific end-
user requirements.  Indalex operates 10 extrusion facilities, 29
extrusion presses with circle sizes up to 20 inches, a variety of
fabrication and close tolerance capabilities, two anodizing
operations, two billet casting facilities, and six electrostatic
paint lines, including powder coat capability.

Indalex is indirectly controlled by private-equity investor
Sun Capital Partners Inc. Sun Capital purchased Indalex in 2005
from Honeywell International Inc. for $425 million.
Indalex is the 12th investment by Boca Raton, Florida-based
Sun Capital to file in Chapter 11 since January 2006.

Indalex Holdings and four affiliates filed for Chapter 11 on
March 20 (Bankr. D. Del., Lead Case No. 09-10982).  Donald J.
Bowman, Jr., Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, has been tapped as counsel.  Epiq Bankruptcy
Solutions LLC is the claims and noticing agent.  In its bankruptcy
petition, Indalex listed assets of $356 million against debt
totaling $456 million.


INTERPUBLIC GROUP: Restructures $335-Million Credit Line
--------------------------------------------------------
The Interpublic Group of Companies, Inc., in a filing with the
U.S. Securities and Exchange Commission, relates that it is
restructuring its $335 million three-year line of credit to try to
minimize the impact of a potential General Motors bankruptcy.

AAF SmartBrief relates that Interpublic, GM's biggest marketing
services partner, reportedly hasn't included in many of its
agreements with the automaker "sequential liability clauses" that
are used to shield shops from being held accountable for their
clients' financial obligations.

On May 13, 2009, Interpublic entered into Amendment No. 1 to the
3-Year Credit Agreement dated as of July 18, 2008, among IPG,
Citibank, N.A., as administrative agent, and certain banks,
financial institutions and other institutional lenders parties.  A
copy of the Amendment is available at :

               http://ResearchArchives.com/t/s?3d1b

The Amendment is intended to preserve the Company's ability to use
the Credit Agreement in the event of any bankruptcy or related
event with respect to GM or any of its affiliates.  It modifies
the definition of EBITDA under the Credit Agreement in order to
exclude from the determination of consolidated EBITDA for all
purposes under the Credit Agreement any effects on IPG's
consolidated EBITDA arising from any bankruptcy or other adverse
event with respect to GM and any of its affiliates, provided that
the new exclusion effected by the amendment is limited to an
aggregate of $150,000,000 of cash charges and an aggregate amount
of $100,000,000 of non-cash charges.

The Company has entered into the Amendment solely as a matter of
sound financial management.  While the Company maintains committed
credit facilities to increase its financial flexibility, it has
not drawn on any of its corporate credit facilities since 2003,
although it uses them to obtain letters of credit to support
commitments on behalf of certain clients.  The Company has no non-
public information concerning any GM-related bankruptcy proceeding
or related event and continues to operate to the full extent of
its business relationship with GM.

The Interpublic Group of Companies, Inc. (NYSE: IPG), is one of
the big four global advertising holding companies (the others
being Omnicom, WPP and Publicis).  It is headquartered in New York
City and is the parent company of Universal McCann media agency
and McCann-Erickson.

IPG was created in 1960 as the first marketing services management
holding company, with McCann-Erickson and McCann-Marschalk as its
two subsidiaries.  Since then, it has grown tremendously, with
over 185 companies purchased in a two-year span from 1999 to 2001.
Comparisons have been made to AOL Time Warner, as both are media
conglomerates that have trouble managing their holdings.  The
advertising firm Campbell-Ewald is also a subsidiary of IPG.

As reported by the Troubled Company Reporter on March 9, 2009,
Standard & Poor's Ratings Services said that it revised the rating
outlook on Interpublic Group of Companies Inc. to stable from
positive.  All ratings on the company, including the 'B+'
corporate credit rating, were affirmed.

According to the TCR on May 4, 2009, Fitch Ratings affirmed
Interpublic Group of Companies' 'BB+' Issuer Default Rating.
Fitch also affirmed the 'BB+' senior unsecured notes (including
convertibles); 'BB+' bank credit facility rating; 'BB+' Enhanced
Liquidity Facility rating; and 'BB-' cumulative convertible
perpetual preferred stock.  The Rating Outlook is Positive.

Approximately $2.1 billion in total debt and $525 million in
preferred stock as of March 31, 2009, is affected.


ION MEDIA: Chapter 11 Filing Cues S&P's Rating Downgrade to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on West Palm Beach, Florida-based ION Media Networks Inc.
to 'D' from 'CC'.  The issue-level ratings on ION Media's debt
were also lowered to 'D'.

In addition, the recovery rating on the company's first-lien
senior secured debt was revised to '6', indicating S&P's
expectation of negligible (0% to 10%) recovery for first-lien
debtholders, from '4'.

The '6' recovery rating on the company's second-lien senior
secured debt is unchanged.

The rating downgrade reflects ION Media's announcement that it has
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code.  The company has pre-negotiated a financial
restructuring that would extinguish over $2.7 billion of legacy
indebtedness and preferred stock through a debt-to-equity
conversion.

The revision of the recovery rating on the first-lien debt
reflects management's proposed $300 million super-priority debtor-
in-possession facility.  S&P also updated its first-lien recovery
estimates to account for approximately $120 million in outstanding
interest-rate swap obligations.

ION Media is a TV network that owns and operates 60 TV stations
reaching about 95 million homes in the largest TV markets in the
U.S.


ION MEDIA: Receives Court Approval for $25MM Initial Funding
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has granted all of ION Media Networks, Inc., owner and
operator of the ION Television network.

Court approval includes continued use of cash on hand, as well as
access to an additional $25 million of initial funding from a
majority of the company's first lien secured lenders. This funding
is part of a proposed financial restructuring that contemplates a
significant de-leveraging and additional capital for growth.

"We are pleased with the process thus far and appreciate the
support from our senior lenders to reduce our legacy indebtedness
and provide cash funding for growth," said Brandon Burgess, ION's
Chairman and CEO. "We look forward to working with all of our
senior lenders to quickly implement a restructuring that finally
provides a clean balance sheet, allowing the company to execute
its growth strategy."

The Company also confirmed that it is in active discussions for
the acquisition of further content for the 2009/10 television
season, including both off-network syndicated content as well as
opportunistic original productions, which it anticipates
announcing in coming weeks.

ION's business model is focused on capturing growth through
improved programming and distribution. Ratings for ION Television
showed double digit increases in the first quarter, driven by new
programming additions, including NCIS, Boston Legal, and popular
motion pictures. Additional syndicated shows, such as Criminal
Minds and Ghost Whisperer, will join the network line-up in the
second half of the year, along with several original show
premieres, including the crime drama Durham County, starring Hugh
Dillon. The company also continues to enhance its strong
nationwide distribution, as seen in recent expanded carriage deals
with DirecTV and Dish Network.

ION will continue its operations in the ordinary course through
the financial restructuring process and provide uninterrupted
service to its viewers and clients. In light of the pre-negotiated
restructuring supported by holders representing a majority of its
outstanding first lien debt outstanding, ION expects to complete
the process on an accelerated basis.

Moelis & Company LLC is serving as financial advisor to ION and
Kirkland & Ellis LLP is serving as legal counsel for the
restructuring.

                     About ION Media

New York-based ION Media Networks, Inc. --
http://www.ionmedia.com/-- owns and operates the nation's largest
broadcast television station group and ION Television, which
reaches over 96 million U.S. television households via its
nationwide broadcast television, cable and satellite distribution
systems, and features popular TV series and movies from the award-
winning libraries of RHI Entertainment, CBS Television, NBC
Universal, Sony Pictures Television, Twentieth Television and
Warner Bros., among others.  Using its digital multicasting
capability, the Company has launched several digital TV brands,
including qubo, a channel for children focusing on literacy and
values, and ION Life, a channel dedicated to active living and
personal growth.  It also has launched Open Mobile Ventures
Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

Ion Media and more than 100 subsidiaries filed for Chapter 11 on
May 19, 2009 (Bankr. S. D. N.Y. Case No. 09-13124).  Jonathan S.
Henes, Esq., at Kirkland & Ellis LLP, has been tapped as
bankruptcy counsel.  Holland & Knight LLP is the corporate
counsel, and Moelis & Company LLC is the financial advisor.  Ernst
& Young LLP has been also hired as tax advisor.  Kurtzman Carson
Consultants LLP is the notice, claims and balloting agent.  Ion
Media said it has $1,855,000,000 in assets and $1,936,000,000 in
liabilities as of April 30, 2009.


LEAR CORP: Bankruptcy Looms on Failure to Cut Debt, Analysts Say
----------------------------------------------------------------
Analysts say that Lear Corp. may have to file for Chapter 11
bankruptcy protection if it fails to reduce its debt, Jewel
Gopwani at Detroit Free Press reports.

According to Free Press, Lear's executives said the Company
intends to cut its debt outside of bankruptcy.  Citing Barclays
Capital auto analyst Brian Johnson, Free Press notes that Lear
might have to decide whether it will file for bankruptcy in June
as deadlines from its bondholders and banks loom.  Free Press
relates that several analysts expect Lear to ask bondholders to
swap part of that debt for cash and stock.  Free Press quoted KDP
Advisors analyst Kip Penniman as saying, "We cannot envision an
offer to bondholders that would prove attractive enough to
succeed."

Free Press states that Lear has negotiated two waivers with its
lenders after falling out of compliance on the terms of a
$1.2 billion credit line.  According to Free Press, the latest of
those waivers lasts until June 30.

Lear owes bondholders some $38 million in interest, which is due
on June 1 and has a 30-day grace period, Free Press notes.  The
news source says paying that debt would void Lear's waivers.

Based in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's leading suppliers of
automotive seating systems, electrical distribution systems and
electronic products.  The Company's products are designed,
engineered and manufactured by a diverse team of 80,000 employees
at 210 facilities in 36 countries.  Lear is traded on the New York
Stock Exchange under the symbol [LEA].

                            *     *     *

Lear had approximately $1.2 billion in cash and cash equivalents
as of April 4, 2009, as compared to approximately $1.6 billion as
of December 31, 2008.  The decline reflects negative free cash
flow in the first quarter, as well as the termination of an
accounts receivable factoring facility in Europe.  Lear had total
assets of $6.4 billion, current liabilities of $4.4 billion and
long-term liabilities of $2.0 billion, resulting in $41.4 million
in stockholders' deficit at April 4, 2009.

In January, Moody's Investors Service lowered the Corporate Family
and Probability of Default ratings of Lear, to Caa2 from B3.  In a
related action, the rating of the senior secured term loan was
lowered to Caa1 from B2, and the rating on the senior unsecured
notes was lowered to Caa2 from B3.  The ratings remain on review
for further possible downgrade.

Standard & Poor's Ratings Services also lowered its corporate
credit rating on Lear to 'B-' from 'B'.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.  The
ratings remain on CreditWatch, where they had been placed with
negative implications on November 13, 2008.


LIBERTY GLOBAL: S&P Affirms Corporate Credit Rating at 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
long-term corporate credit rating on U.S.-listed, international
cable-TV operator and broadband services provider Liberty Global
Inc. and its subsidiaries, following the successful extension of
debt maturities and the publication of strong results for the
first quarter of 2009.  At the same time, the rating was removed
from CreditWatch, where it was placed with positive implications
on April 22, 2009.  The outlook is positive.

In addition, Standard & Poor's affirmed its 'B+' issue ratings on
the senior secured loan facilities issued by UPC Broadband Holding
B.V. and UPC Financing Partnership (not rated).  The ratings were
removed from CreditWatch, where they were placed with positive
implications on April 22, 2009.  The recovery rating of '3' on
these senior secured loan facilities is unchanged, indicating
S&P's expectation of meaningful (50%-70%) recovery for senior
secured loan holders in the event of a payment default.

S&P also affirmed the 'B-' debt ratings on the senior notes issued
by UPC Holding B.V. and the EUR500 million unsecured convertible
notes (about EUR400 million currently outstanding) issued by
UnitedGlobalCom Inc.  The recovery rating of '6' on these notes is
also unchanged, indicating S&P's expectation of negligible (0%-
10%) recovery for subordinated bondholders in the event of a
payment default.  At the same time, S&P assigned a 'B-' rating to
the new 9.75% senior notes issued by UPC Holding B.V. for the
original amounts of EUR65.6 million and EUR184.4 million (a
combined total of EUR250 million of principal).  The recovery
rating on this debt is '6', indicating S&P's expectation of
negligible (0%-10%) recovery in the event of a payment default.

The positive outlook and the rating affirmation reflect S&P's view
of LGI's strong operating performance against the backdrop of the
global economic downturn, the ongoing improvement in the group's
credit metrics, and the successful extension of its debt
maturities.  That said, an upgrade is not warranted at this point
because, in S&P's view, LGI has yet to fully establish a track
record in terms of a conservative financial policy.  Furthermore,
an upgrade would likely be based on enhanced free operating cash
flow and a further reduction in leverage.

The ratings on LGI are constrained by a highly leveraged capital
structure (4x-5x total debt to EBITDA) and weak FOCF due to
sizable investments in subscriber equipment and capacity
expansion, and adjustments to reflect partial ownership of certain
major operations.  Further rating constraints are intense
competition in most of LGI's markets; its continuing appetite for
acquisitions; and its aggressive returns to shareholders, despite
its relatively low free cash flow generation.  The ratings are
supported, however, by LGI's diversified asset portfolio, which
has some utility-like characteristics in the CATV business;
sustained revenue and EBITDA growth; and proactive liquidity and
long-dated debt maturities.

"In our opinion, the diversified nature of LGI's asset portfolio,
with the utility-like CATV business, should enable the group
remain largely resilient to the global economic downturn," said
Standard & Poor's credit analyst Raam Ratnam.

"LGI's main growth drivers remain the steady take-up of double-
play and triple-play products (including digital CATV, telephony,
and Internet broadband) and the progressive migration of the
group's analog subscriber base to digital services," added Mr.
Ratnam.

These trends should translate into further positive momentum for
the group in the short to medium term because only about 39% of
LGI's customers subscribe to more than one service and digital
penetration is relatively low (at about 39% across LGI's markets).

The positive outlook reflects S&P's view that the ratings on LGI
could be raised over the medium term.  S&P would consider an
upgrade if the group were able to build a track record of
conservative financial policy and continue to build its
operations, increase its proportionally consolidated free
operating cash flows, and improve its adjusted leverage metrics
despite the tough macroeconomic conditions.

Specifically, this would involve the group increasing its FOCF to
significantly more than the current level of less than 1% of
adjusted debt after proportionate consolidation adjustments; and
reducing leverage further, toward fully adjusted debt to EBITDA of
4x.  Accordingly, before considering an upgrade S&P would
anticipate management to build up headroom in LGI's capitalization
measures, such that distributions to shareholders or acquisitions
would not materially weaken the group's leverage position.

Evidence of a more aggressive financial policy, or a material
acquisition (which S&P does not expect at this stage), would
likely lead S&P to revise the outlook to stable.


LIMITED BRANDS: Moody's Cuts Corporate Family Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service downgraded Limited Brands, Inc.'s
Corporate Family rating and Probability of Default rating to Ba2
from Ba1.  The rating outlook is stable.

The downgrade reflects Limited Brands' ongoing sales and earnings
declines.  While Limited Brands' reported earnings exceeded its
guidance, sales and operating income continued to decline.
Operating income for the first quarter 2009 fell by 35% to $65
million versus the first quarter of 2008.  The downgrade also
reflects Moody's expectation that Limited Brands' operating
performance will continue to decline over the next six months
versus the prior year and performance during the 2009 Holiday
season will at best remain flat.  This level of operating
performance makes it highly likely that Limited Brands' credit
metrics will worsen and will remain at these weaker levels for a
sustained period.

Limited Brands' Ba2 corporate family rating reflects its high
concentration in two product lines which are highly vulnerable to
the weak consumer spending environment, its high seasonality,
moderately weak credit metrics, and historically shareholder
friendly financial policy.  It also acknowledges that the
company's recent weak performance is largely correlated to the
current weak consumer spending environment.  However, it also
reflects Moody's concern that its two predominant brands may have
reached maturity, which may potentially limit future domestic
sales growth.  The rating is supported by Limited Brand's very
good liquidity which provides it with the flexibility to weather
the current economic environment.  Positive ratings consideration
is also given to the company's solid merchandising skills and well
recognized market leading brand names.

The stable outlook reflects Limited Brand's very good liquidity
which provides it with the financial flexibility to weather the
current economic storm.  In addition, the stable outlook reflects
Moody's expectation that the company will maintain credit metrics
appropriate for the Ba2 rating.

These ratings were downgraded:

  -- Corporate family rating to Ba2 from Ba1;
  -- Probability of default rating to Ba2 from Ba1;
  -- Senior unsecured notes rating to Ba3 (LGD5, 80%) from Ba2;
  -- Senior unsecured shelf rating to (P)Ba3 from (P)Ba2;
  -- Senior subordinated shelf rating to (P)B1 from (P)Ba2;
  -- Preferred stock shelf rating to (P)B2 from (P)Ba3.

This rating was affirmed:

Commercial paper rating at Not Prime.

The last rating action on Limited Brands was on February 27, 2009
when its senior unsecured rating was downgraded to Ba2 and all
ratings were placed on review for possible downgrade.

Headquartered in Columbus, Ohio, Limited Brands, Inc. operates
3,014 specialty stores under the Victoria's Secret, Bath & Body
Works, C.O. Bigelow, La Senza, White Barn Candle Co., and Henri
Bendel name plates.  The company's products are also available
online.  Revenues are about $9.0 billion.


LISBON VALLEY: Accepts Involuntary Bankruptcy; Secures Financing
----------------------------------------------------------------
San Juan Record reports that Lisbon Valley Mining Co., LLC, has
secured financing from Renewal Capital LLC after consenting to an
involuntary Chapter 11 bankruptcy proceeding that creditors filed
against the Company.

According to San Juan Record, Renewal Capital will provide
financing to allow Lisbon Valley Mining to exit Chapter 11 and
implement its mine plan.

San Juan Record quoted Lisbon Valley Mining General Manager Robert
Frayser as saying, "The Chapter 11 filing and the financing we
have obtained are the next steps in our plan to restart the mine."

Lisbon Valley Mining officials, San Juan Record relates, said,
"The mining plan will result in consistent production rates,
positive cash flows under a range of copper prices, and an
expected mine life of 18 years."

Lisbon Valley Mining disclosed in a press statement a series of
"significant positive developments . . . .  That effort has
resulted in a proposed financing that would allow the Company to
recommence mining operations during 2009 . . . .  Production of
LME Grade A Cathode of 15 to 18 million pounds per year at planned
mining and processing rates is anticipated.  The mining operations
at Lisbon Valley are in the process of restarting with necessary
steps being taken to insure proper production and the long term
sustainability of the mine as well as ensuring a safe working
environment.  Since the appointment of Robert Frayser as the
company general manger in February, 2008, the company has produced
positive cash flow for each of the preceding 15 months, reducing
debt by approximately $18.65 million notwithstanding low copper
market prices, higher bulk commodity prices, economic uncertainty,
and the financial condition of its parent corporation."

"Approximately $7.5 million of debt retired over the past 15
months was 'past due' vendor debt affecting local economy and
communities.  New management has placed a priority on paying these
vendors as quickly as possible.  The balance of the debt repayment
was paid to Investec Bank UK Limited for previous Constellation
Copper Corporation and Summo USA defaulted hedge positions.
Management will continue to work with the Company's vendors and
all of its constituents and wishes to maintain their ongoing
support while the Company works through the Chapter 11 process,"
Lisbon Valley Mining stated.

Mr. Frayser, according to San Juan Record, said, "We have spent
the past nine months evaluating different mining scenarios,
project improvement opportunities, and cost control alternatives.
Extensive and detailed due diligence work has validated our
efforts and we look forward to being a viable company resulting in
a positive impact to our communities, counties, and the State of
Utah."  San Juan Record relates that Lisbon Valley Mining owes
more than $1.2 million in unpaid property taxes to local taxing
entities.

Wheeler Machinery, Fenner Dunlop, and Fraley & Co. filed on May 4,
2009, the involuntary petitions to send the Company to Chapter 11
(Bankr. D. Utah Case Number 09-24486).


LNR PROPERTY: S&P Downgrades Counterparty Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term counterparty credit rating on LNR Property Holdings Ltd. and
LNR Property Corp. to 'B-' from 'B+'.  The ratings were removed
from CreditWatch Negative, where they were placed March 26, 2009.
The outlook is negative.  At the same time S&P revised the
recovery rating on LNR's senior secured credit facilities to '4'
from '1'.  In accordance with S&P's notching criteria for a
recovery rating of '4', S&P lowered its issue-level rating on
these loans to 'B-', from 'BB'.

"The downgrade reflects deterioration in the CRE market, which is
pressuring LNR's cash flows from both investment income and
special-servicing income," said Standard & Poor's credit analyst
Adom Rosengarten.  At the same time, LNR's debt-to-EBITDA covenant
is becoming more restrictive annually in accordance with the
senior credit agreement, leaving LNR with less flexibility.
Finally, the impairment of assets and losses from unconsolidated
entities in which LNR has investments have led to a significant
decline in capital, shrinking the loss cushion available to senior
lenders.

Ideally, cash flows from interest income and special servicing
should work as a natural hedge.  As one is in decline, the other
should ramp up.  The deterioration in the CRE market that has cut
into interest cash flows, however, has also made it more
challenging to liquidate special-servicing assets.  Furthermore,
liquidation values have declined and resolution times have
lengthened substantially.  Although S&P has witnessed an increase
in special-servicing assets since fourth-quarter 2008, S&P expects
a significant lag in the timing of liquidation of those assets,
and therefore a lag in the cash flows generated.  In addition, the
depressed values of the assets will generate lower recovery values
at liquidation than S&P previously expected.

The negative outlook reflects S&P's expectation of continued
deterioration in the CRE market.  If deterioration in the CRE
market is not as severe as S&P expects and LNR's investment cash
flows increase, S&P could change the outlook to stable.  In
addition, if LNR's special-servicing cash flows increase
substantially as special-servicing assets begin to liquidate, S&P
could change the outlook to stable.  On the other hand, if LNR's
EBITDA levels continue to decline, placing the covenant under
pressure, or if LNR's liquidity levels decrease significantly,
then S&P could lower the rating.


LUMINENT MORTGAGE: Delays Filing of March 31 Quarterly Report
-------------------------------------------------------------
Luminent Mortgage Capital, Inc., said it is currently considering
various strategic alternatives available to facilitate its
restructuring and is operating with a reduced accounting and
finance staff.  Because of the significant efforts required by the
remaining accounting and finance staff to prepare the analysis and
documentation related to analyzing those potential alternatives,
preparing required periodic reports to the U.S. Bankruptcy Court
for the District of Maryland, and considering the potential impact
of the various options to its financial condition and its ability
to continue as a going concern, Luminent said it is not able to
file its Form 10-Q for the period ended March 31, 2009, within the
prescribed time period.

Luminent nevertheless disclosed that its Form 10-Q for the quarter
ended March 31, 2009, will report a significant change from its
report as of March 31, 2008 due to its sales and transfers of
assets to repay debt since March 31, 2008.

Since March 2008, Luminent said, it sold securities and
transferred securities to repurchase agreement lenders to repay
short-term debt and entered into several term-note agreements for
balances due on repurchase agreement debt.  Subsequent to entering
into those term-note agreements, Luminent's remaining repurchase
agreement lender declared an event of default to have occurred on
its repurchase agreement with them due to its inability to deliver
additional securities or cash necessary to fulfill its obligations
under the terms of the agreement.  As a result of the event of
default, the repurchase agreement lender took possession of all
remaining mortgage-backed securities of value, including
securities that were retained from its whole loan securitizations.
The transfers of securities resulted in the de-recognition of all
of Luminent's remaining mortgage-backed securities from its
balance sheet and the deconsolidation of all of its securitization
trusts because Luminent no longer has the rights to receive
principal and interest cash payments from the securities.  As of
the date Luminent's repurchase agreement lender took possession of
its remaining securities, its operations effectively ceased while
it considers strategic alternatives.

Luminent is unable to provide a reasonable estimate of the changes
from the prior year report until the preparation of the key
elements of the financial statements is completed.

                      About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE), is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed on September 5, 2008, for
relief under Chapter 11 of the U.S Bankruptcy Code in the United
States Bankruptcy Court for the District of Maryland, Baltimore
Division (Lead Case No. 08-21389).  Immediately prior to the
filing, the Debtor executed a Plan Support and Forbearance
Agreement with secured creditor Arco Capital Corp., Ltd., WAMU
Capital Corp. and convertible noteholders representing 100% of the
outstanding principal amount of its convertible notes.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, represents
the Debtors as counsel.  The U.S. Trustee for Region 4 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  Jeffrey Neil Rothleder, Esq., at Arent Fox LLP,
represents the Creditors Committee as counsel.

In its operating report for the month of September 2008, Luminent
Mortgage Capital, Inc., reported $1,960,516 in total assets and
$374,868,632 in total liabilities, resulting in a $372,908,116
stockholders' deficit.  Full-text copies of the Debtors' operating
report for September 2008 are available for free at:

               http://researcharchives.com/t/s?345b

At March 31, 2008, Luminent Mortgage Capital, Inc.'s consolidated
balance sheet showed $3,757,205,000 in total assets,
$3,980,417,000 in total liabilities, and $223,212,000 in
stockholders' deficit.

Luminent and its debtor-subsidiaries continue to operate their
business as debtors-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court.


MAGNA ENTERTAINMENT: Sept. 8 Auction for Santa Anita, 3 Others
--------------------------------------------------------------
The U.S. Bankruptcy Court approved on May 11, 2009, amended
bidding procedures for the sale of the certain assets of Magna
Entertainment Corp., its affiliated debtors, and non-debtor
subsidiaries.  The assets include racetracks, certain partnership
interests and other properties:

  a) Racetracks: Santa Anita Park, Thistledown, Remington Park
     and Portland Meadows

  b) Interests: The partnership interests of MEC Texas Racing,
     Inc. and Racetrack Holdings, Inc. in MEC Lone Star, LP and
     the Debtors and non-debtor subsidiraries' joint venture
     interests in The Shops at Santa Anita.

  c) Other Property: The Ocala Property, the Dixon Property, Fex
     Straw Manufacturing and Streufex.

Any party wishing to make a preliminary bid for the assets other
than "the Other Properties" must do so no later than May 27, 2009,
at 5:00 p.m. (prevailing Eastern Time).  Parties who wish to make
definitive bids have until July 31, 2009, at 5:00 p.m. (prevailing
Eastern Time) to do so.

Based on definitive bids that might be received, the Debtors, in
their own business judgment, and upon consultation with the
official committee of unsecured creditors, will enter into final
negotiations with the bidders who represent the highest and best
value for the assets, in whole or in part, with the intent of
entering into a "stalking horse" agreement no later than August 7,
2009.

In the event the Debtors enter into a "stalking horse" agreement
with respect to one or more of the assets, they will hold an
auction on September 8, 2009, at 9:00 a.m. (prevailing Eastern
Time) at the offices of Weil, Gotshal & Manges LLP, at 767 Fifth
Avenue, 25th Floor, in New York, New York 10153.

The sale hearing to consider approval of the sale of the assets to
the winning bidder will be held on September 14, 2009, at
10:30 a.m. (prevailing Eastern Time).

Objections, if any, to the sale must be filed with the clerk of
the Bankruptcy Court so as to be received no later than 5 days
prior to the sale hearing.

A full-text copy of the Bid Procedures Order is available for free
at http://www.bankrupt.com/misc/Magna.ProceduresOrder.pdf

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MARS GRAPHICS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Mars Graphics, Inc.
        1 Deadline Drive
        Westville, NJ 08093

Bankruptcy Case No.: 09-22958

Chapter 11 Petition Date: May 20, 2009

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

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: aciardi@ciardilaw.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 its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Michael A. Smith, president of the
Company.


MCCLATCHY COMPANY: Announces Deep Discount Exchange Offer
---------------------------------------------------------
The McClatchy Company is commencing a private exchange offer to
exchange $1.15 billion of outstanding senior unsecured and
unguaranteed debt for up to $60 million in cash and up to $175
million of newly issued 15.75% Senior Notes due 2014.

The New Notes will be senior unsecured obligations and will be
guaranteed by McClatchy's existing and future material domestic
subsidiaries.  Consequently, any Old Securities not tendered by
holders or not accepted for exchange or otherwise left outstanding
following the consummation of the Exchange Offer will be
structurally subordinated to the New Notes and all existing and
future debt and other liabilities of the Guarantors, including
trade payables and the Guarantees.

The amounts of each series of securities that are exchanged in the
Exchange Offer will be determined in accordance with the
priorities set forth in the column "Acceptance Priority Level
based on the Maximum Tender Amount" in the table above. There will
be sufficient cash and New Notes for us to accept all of the 2011
Notes and 2014 Notes properly tendered and accepted in the
exchange. The amount of 2017 Notes, 2027 Debentures and 2029
Debentures that are exchanged may be prorated as set forth in the
offer documents.

Holders of these securities must validly tender their Old
Securities on or before 5:00 p.m., New York City time, on June 22,
2009.  To be able to receive an "early participation premium",
holders must tender on or before 5:00 p.m., New York City time, on
June 8, 2009, unless extended.

                                     For Each $1,000 in Principal
                                     Of Notes/Debentures Exchanged
                                     -----------------------------
                      Outstanding    Consideration  Consideration
Securities to           Face Amount    After Early    Prior to
Be Exchanged            (millions)    Tender Date    Tender Date
-------------
7.125% notes due 2011      $170.0        $250          $330
4.625% notes due 2014       180.0         195           275
5.750% notes due 2017       400.0         190           270
7.150% debentures due 2027  100.0         180           260
6.875% debentures due 2019  300.0         180           260

Old Securities tendered prior to the Early Tender Date may be
withdrawn prior to 5:00 p.m., New York City time, on June 8, 2009
unless extended.  Holders may withdraw tendered Old Securities at
any time prior to the Withdrawal Deadline but holders may not
withdraw their tendered Old Securities on or after the Withdrawal
Deadline.

The Exchange Offer is conditioned on an aggregate principal amount
of $50 million of New Notes being issued in the Exchange Offer.
However, the acceptance by the Company of any validly tendered and
not withdrawn 2011 Notes for cash will not be affected by the
Minimum Note Amount Condition.

                     About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.  McClatchy also owns a portfolio of premium digital
assets, including 14.4% of CareerBuilder, an online job site, and
25.6% of Classified Ventures, a newspaper industry partnership
that offers the auto website, cars.com, and the rental site,
apartments.com.

On September 17, 2008, Moody's Investor Services downgraded the
Company's corporate credit rating to 'B2' from 'Ba2'.  On February
6, 2009, Standard & Poor's lowered its corporate credit rating on
the Company to 'CCC+' from `B', with a negative rating outlook.
The ratings on the Company's bonds were lowered from 'CCC+' to
'CCC-'.

The Troubled Company Reporter said Feb. 10, 2009, that Fitch
Ratings downgraded the Issuer Default Rating and outstanding debt
ratings of McClatchy:

  -- Issuer Default Rating to 'CCC' from 'B-';
  -- Senior secured credit facility to 'CCC/RR4' from 'B+/RR2';
  -- Senior secured term loan to 'CCC/RR4' from 'B+/RR2';
  -- Senior unsecured notes/debentures to 'C/RR6' from 'CCC/RR6'.

As reported by the Troubled Company Reporter on April 20, 2009,
McClatchy reported that on April 14, 2009, it was notified by the
New York Stock Exchange that it is not in compliance with the
exchange's continued listing standard for total market
capitalization and shareholders' equity.  NYSE continued listing
standards applicable to the Company include average market
capitalization of no less than $75 million over a 30-trading-day
period and stockholders' equity of no less than $75 million.
McClatchy has 45 days from the receipt of the notice to submit a
plan to the NYSE demonstrating how it intends to comply with the
NYSE's continued listing standards within 18 months from the
receipt of the notice.  McClatchy intends to develop a plan to
bring the company in compliance with the listing standards within
the required timeframe.


MCCLATCHY COMPANY: Amends for $1.15-Bil. Credit Agreement
---------------------------------------------------------
The McClatchy Company entered into an amendment to its $1.150
billion bank credit facility which, among other things, allows it
to use its revolving credit facility for up to $60 million to
repurchase its 7.125% Notes due June 1, 2011 or its 4.625% Notes
due November 1, 2014, subject to certain conditions.

The cash may also be used in connection with a debt exchange offer
so long as any new notes issued in such an offer have a stated
maturity of no earlier than July 1, 2014.  As of May 20, 2009,
McClatchy had $140.8 million available under its credit
facilities. McClatchy today separately announced a private
exchange offer to exchange certain outstanding notes and
debentures for a combination of cash and new debt securities.

Pat Talamantes, McClatchy's chief financial officer, said, "In
addition to the outstanding efforts made by our papers to weather
this downturn, we believe that being able to have more flexibility
in the use of our revolving credit facility will allow us to put
the company in a stronger financial position to manage our capital
structure through this downturn. This enhanced flexibility is
clearly a positive development."

Among other things, the amended Credit Agreement:
   -- Allows the company to use its revolving credit facility for
      up to $60 million to repurchase its 7.125% Notes due June 1,
      2011 or its 4.625% Notes due November 1, 2014, subject to
      certain conditions.

   -- Implements a reduction in the revolving credit commitment
      now totaling $600 million to $560 million (to a total
      facility of $1.1 billion) in increments through December 31,
      2009; and a further reduction of $10 million through
      June 30, 2010.  The final maturity of the revolving credit
      commitment and the term loan remains June 27, 2011.

   -- Increases pricing on all outstanding loans to interest at
      the London Interbank Offered Rate (LIBOR) plus a spread
      ranging from 325 basis points to 475 basis points, based
      upon the total leverage ratio.

   -- Interest will increase by 50 basis points to LIBOR plus 400
      basis points when leverage is between 5.0 and 6.0 times.  As
      of March 29, 2009, the company's leverage ratio, as defined,
      was 5.90 to 1.00.

   -- Amends the requirements for mandatory prepayments from
      certain sources of cash and further limits the payment of
      dividends, repurchases of stock and the ability to retire
      those bonds that come due after 2011.

                                                About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.  McClatchy also owns a portfolio of premium digital
assets, including 14.4% of CareerBuilder, an online job site, and
25.6% of Classified Ventures, a newspaper industry partnership
that offers the auto website, cars.com, and the rental site,
apartments.com.

On September 17, 2008, Moody's Investor Services downgraded the
Company's corporate credit rating to 'B2' from 'Ba2'.  On February
6, 2009, Standard & Poor's lowered its corporate credit rating on
the Company to 'CCC+' from `B', with a negative rating outlook.
The ratings on the Company's bonds were lowered from 'CCC+' to
'CCC-'.

The Troubled Company Reporter said Feb. 10, 2009, that Fitch
Ratings downgraded the Issuer Default Rating and outstanding debt
ratings of McClatchy:

  -- Issuer Default Rating to 'CCC' from 'B-';
  -- Senior secured credit facility to 'CCC/RR4' from 'B+/RR2';
  -- Senior secured term loan to 'CCC/RR4' from 'B+/RR2';
  -- Senior unsecured notes/debentures to 'C/RR6' from 'CCC/RR6'.

As reported by the Troubled Company Reporter on April 20, 2009,
McClatchy reported that on April 14, 2009, it was notified by the
New York Stock Exchange that it is not in compliance with the
exchange's continued listing standard for total market
capitalization and shareholders' equity.  NYSE continued listing
standards applicable to the Company include average market
capitalization of no less than $75 million over a 30-trading-day
period and stockholders' equity of no less than $75 million.
McClatchy has 45 days from the receipt of the notice to submit a
plan to the NYSE demonstrating how it intends to comply with the
NYSE's continued listing standards within 18 months from the
receipt of the notice.  McClatchy intends to develop a plan to
bring the company in compliance with the listing standards within
the required timeframe.


MCCLATCHY COMPANY: Fitch Downgrades Issuer Default Rating to 'C'
----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and
outstanding debt ratings of The McClatchy Company:

  -- IDR to 'C' from 'CCC';
  -- Senior secured credit facility to 'C/RR4' from 'CCC/RR4';
  -- Senior secured term loan to 'C/RR4 from 'CCC/RR4'.

Fitch also affirms this:

  -- Senior unsecured notes/debentures at 'C/RR6'.

Approximately $2.1 billion of debt is affected by this action.

Fitch has believed that McClatchy has an untenable capital
structure relative to the prospects for its future cashflow
generation.  In downgrading McClatchy to 'CCC' in February 2009,
Fitch was particularly concerned about the potential for a
Coercive Debt Exchange offer that would represent a material
reduction in terms for unsecured bond holders.

This morning, the company announced a debt exchange offer for its
$1.15 billion of unsecured debt.  The offer would constitute a
Restricted Default under Fitch's CDE criteria for two main
reasons.  First, the deeply below-par offer and partial maturity
extension represent a material reduction in terms, Fitch's
opinion.  Secondly, Fitch views the offer as coercive, because old
bondholders that do not participate in the exchange risk being
further subordinated to the proposed $175 million of new notes.
Also, in Fitch's view there are exceptionally high levels of
credit risk and a real threat of bankruptcy.  Fitch notes that
more than five newspaper groups have filed for bankruptcy
protection in the past six-months.

If the offer is successful, Fitch would downgrade the company's
IDR to 'RD' to reflect the Restricted Default under Fitch's
criteria.  Subsequently, based on the pro forma capital structure
and other aspects of the credit profile, Fitch would revise the
IDR to reflect McClatchy's level of credit risk.  Given the more
than $1 billion of debt the company would still retain and Fitch's
skepticism regarding the company's capacity to repay or refinance
its debt when it comes due, it is not likely the IDR would be
higher than 'CCC' (ratings in the 'CCC' category reflect that
default is a real possibility), and Fitch notes the IDR could
remain in the 'C' category (meaning default remains imminent or
inevitable).

In computing recovery, Fitch has historically assumed a 2.5 times
(x) EBITDA multiple to calculate the distressed enterprise value
for McClatchy.  Given the challenge of estimating the sustainable
level of EBITDA generation, Fitch may further reduce the multiple
or lower its estimate of sustainable EBITDA in arriving at
recovery ratings.  Presently, Fitch's distressed enterprise
valuation is between $400-$435 million.  While there is no
certainty whether the exchange offer will be accepted, considering
the modest increase in bank debt that would be incurred as part of
the exchange it is unlikely the bank debt would be any higher than
its previous level equal to the IDR at 'RR4' which reflects a 31-
50% recovery.  Additionally, there is a possibility it could be
notched below the IDR.  With the first priority debt not fully
recovered, Fitch expects that all unsecured debt (including any
new debt issued under this exchange) would get zero recovery, be
assigned an 'RR6' rating and be notched down two or three notches
from the IDR.

McClatchy's liquidity was supported by revolver availability of
$144.8 million and $36.6 million in cash balances as of March 29,
2009.  Fitch estimates that leverage through the banks is 3.2x and
total leverage is 6.9x.  Fitch's metrics assume no adjustments to
EBITDA for restructuring charges although such adjustments can be
made for the purpose of computing total covenant leverage.  As of
March 29, 2009, the company's total covenant leverage was 5.9x
compared to a threshold of 7.0x.  Fitch notes that liquidity will
remain a concern as the company generates less free cashflow, and
the bank group could continue to ratchet back the overall capacity
in future negotiations.


MCCLATCHY COMPANY: Moody's Downgrades Default Rating to 'Caa3'
--------------------------------------------------------------
Moody's Investors Service downgraded The McClatchy Company's
Probability of Default rating to Caa3 from Caa1 following the
company's announcement that it has commenced a private offer to
exchange up to $1.15 billion of outstanding senior unsecured and
unguaranteed notes and debentures for up to $60 million in cash
and up to $175 million of new 15.75% senior unsecured guaranteed
notes due 2014.  Moody's also downgraded the existing senior
unsecured note ratings to Ca (2011 notes) and C (2014, 2017, 2027
and 2029 notes), reflecting the expected loss from the exchange
offer and the high near term probability of default.  Moody's
updated the loss given default assessments on the notes to reflect
the likely realized loss assuming the exchange offer is completed
at the early tender prices.  The loss given default assessments
for the notes and McClatchy's credit facility are subject to
change based on the mix of debt upon completion of the exchange
offer.  The Caa1 Corporate Family Rating is unchanged and the
rating outlook is negative.

Moody's has taken these actions:

Downgrades:

IssuerMcClatchy Company (The)

  -- Probability of Default Rating, Downgraded to Caa3 from Caa1

  -- Senior Unsecured Notes due 2011, Downgraded to Ca, LGD4 - 67%
     from Caa2, LGD5 - 75%

  -- Senior Unsecured Notes due 2014 and 2017, Downgraded to C,
     LGD5 - 73% from Caa2, LGD5 - 75%

  -- Senior Unsecured Notes due 2027 and 2029, Downgraded to C,
     LGD5 - 74% from Caa2, LGD5 - 75%

The downgrade of the PDR to Caa3 reflects Moody's view that
McClatchy's proposed exchange offer, if completed, will constitute
a distressed exchange, which is an event of default under Moody's
definition of default.  Moody's believes the most likely outcome
is for a Caa1 CFR upon completion of the exchange offer,
reflecting the significant pressure on newspaper advertising
revenue and debt-to-EBITDA leverage that would remain very high at
approximately 7.5-8.0x (incorporating Moody's standard adjustments
and reducing EBITDA by the amount of cash severance).  The
completion of the exchange offer would beneficially reduce debt
and cash interest expense, potentially reduce the amount of the
next bond maturity in 2011, and increase cushion under the
company's credit facility financial maintenance covenants.
Moody's currently expects to change the PDR to Caa1/LD if the
exchange offer closes and to Caa1 approximately three days
thereafter.  Moody's anticipates the credit facility rating would
remain at B1 upon completion of the exchange offer assuming a Caa1
CFR and PDR, and that any exchanges are made at the early tender
price.  A credit facility rating of B2 is possible if a
significant portion of bonds are tendered after the early tender
date at the lower stipulated offering prices, but Moody's does not
believe this is likely.  McClatchy's SGL-4 speculative-grade
liquidity rating is not affected but could be upgraded based on an
improved covenant cushion if the exchange offer closes.

The last rating action on McClatchy was on April 24, 2009 when
Moody's downgraded the company's CFR and PDR from B2 to Caa1.

McClatchy, headquartered in Sacramento, California, is the third-
largest newspaper company in the U.S., with 30 daily newspapers
and approximately 50 non-dailies.  McClatchy also owns McClatchy
Interactive and holds equity investments in CareerBuilder,
Classified Ventures, and other newspaper and online properties.
Annual revenue approximates $1.8 billion.


MESA CENTERPOINTE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Mesa Centerpointe Plaza, LLC
        6040 S. Durango Drive, Suite 105
        Las Vegas, NV 89113

Bankruptcy Case No.: 09-10875

Chapter 11 Petition Date: May 20, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Debtor's Counsel: William R. Richardson, Esq.
                  Richardson & Richardson, P.C.
                  1745 S. Alma School Rd., #100
                  Mesa, AZ 85210-3010
                  Tel: (480) 464-0600
                  Fax: (480) 464-0602
                  Email: wrichlaw@aol.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 its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Andy Pham, president of the Company.


METALS USA: John Hageman Steps Down as SVP & Chief Legal Officer
----------------------------------------------------------------
John A. Hageman resigned from his position as Senior Vice
President and Chief Legal Officer of Metals USA Holdings Corp.,
Flag Intermediate Holdings Corporation and Metals USA, Inc.,
effective as of May 14, 2009.

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.

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.

                          *     *     *

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: Capital Raise Prompts Fitch to Take Rating Actions
--------------------------------------------------------------
Following the completion of MGM MIRAGE's $2.5 billion capital
raise, Fitch Ratings has updated its Recovery Rating analysis and
taken these rating actions, which were discussed in Fitch's May
13, 2009 press release:

  -- Senior secured notes due 2014 and 2017 rated 'B+/RR1' (91-
     100% recovery band);

  -- Senior secured notes due 2013 upgraded to 'B+/RR1' (91-100%)
     from 'B/RR2' (71-90%);

  -- Senior credit facility affirmed at 'B-/RR3' (51%-70%);

  -- Senior unsecured notes affirmed at 'CCC/RR4' (31%-50%);

  -- Senior subordinated notes affirmed at 'C/RR6' (0%-10%).

MGM received $1.1 billion of net proceeds from its equity issuance
and $1.42 billion from its $1.5 billion secured notes issuance,
which was issued in two tranches, one maturing in 2014 and the
other in 2017.  MGM's credit facility amendment also became
effective with the completion of the equity and bond offerings.

The upgrade of the 2013 secured notes is due to improved recovery
prospects because the notes share equally and ratably in the
security interest in Bellagio and The Mirage, which was provided
as collateral for the $1.5 billion secured notes issuance.

The recovery prospects for the senior credit facility and senior
unsecured notes were negatively impacted by the security interest
in Bellagio and The Mirage that was provided to 2014 and 2017
secured note holders, although the impact was partially offset by
associated debt repayment.  Despite the reduced recovery
expectations for the credit facility and senior unsecured debt,
there was no ratings impact because the revised recovery
expectations fall within the same recovery bands.

Fitch estimates outstanding recovery in the 91%-100% range for the
MGM's secured notes, including the 2013 notes issued in November
2008, and the $1.5 billion issuance with split maturities in 2014
and 2017.  The recovery expectation results in 'B+/RR1' rating, or
a three-notch positive differential from MGM's 'CCC' IDR.  Fitch
estimates full recovery for both the 2013 notes and the 2014/2017
notes.  All of the secured notes have a security interest in the
Bellagio and The Mirage, but the 2013 notes have a stronger
collateral package with an additional security interest in the New
York-New York property.

Fitch continues to estimate good recovery in the 51%-70% range for
MGM's senior credit facility, which results in the 'B-/RR3'
rating, or a one-notch positive differential from MGM's 'CCC' IDR.
Following the $1.5 billion secured note issuance and $825.6
million permanent paydown of the facility, Fitch's recovery
estimate declined but remained within its existing recovery band.
The credit facility RR benefits from a security interest in MGM's
properties in Detroit and Tunica, as well as some Las Vegas land.
Separately, as part of the CityCenter financing agreement on April
29, MGM pledged the assets of Circus Circus and adjacent land to
support its obligations with respect to CityCenter construction
costs, including $224 million in letters of credit and potential
cost overruns.

Fitch continues to estimate average recovery in the 31%-50% range
for MGM's senior unsecured notes, which results in the 'CCC/RR4'
rating, on par with MGM's 'CCC' IDR.  The recovery prospects for
the unsecured notes were negatively impacted by the collateral
granted in the $1.5 billion secured note issuance, which is offset
by the unsecured tender offer that Fitch assumes is completed as
expected in its recovery analysis.  Fitch's unsecured debt
recovery estimate declined but remained within its existing
recovery band.

Fitch continues to estimate poor recovery in the 0%-10% range for
MGM's subordinated debt, resulting in the 'C/RR6' rating, which is
a two-notch negative differential from MGM's 'CCC' IDR.  The
subordinated debt RR was not affected by MGM's recent transactions
because of the pre-existing expectation of minimal recovery.


MIDWAY GAMES: Time Warner to Buy U.S. Assets for $33 Million
------------------------------------------------------------
Midway Games Inc. has signed a deal to sell its U.S. assets to
Warner Bros. Entertainment Inc., a subsidiary of Time Warner, Inc.
(NYSE:TWX) for $33 million, subject to higher and better offers at
an auction.

Pursuant to the asset purchase agreement signed by the partis,
Warner Bros. Entertainment would acquire substantially all of the
Company's U.S. assets including its Mortal Kombat franchise and
its development studios in Chicago and Seattle for a purchase
price of $33,000,000, subject to adjustment as of the closing for
changes in inventory, plus the agreed value of the Company's U.S.
account receivables.  The agreement does not include the Company's
development studio in San Diego and the TNA franchise games, nor
does it include the Company's development studio in Newcastle
which had developed the Company's recently released Wheelman game.

The salient terms of the APA reached by Midway and Warner Bros.
are:

    -- Warner Bros. will pay $33 million cash at closing, subject
       to adjustments based on inventory valuation, and exclusive
       of Warner's payment of cure amounts and the accounts
       receivable amount.

    -- Assets to be sold include

         (i) all previously released titles, all video games based
             on the Mortal Kombat universe and This is Vegas
             universe, all Game Party video games, all Touchmaster
             video games, all Area 51 video games, all Spy unter
             video games, all Wheelman video games, and all of
             Midway's arcade and coin-operated games including,
             but not limited to, Gauntlet, Rampage, Joust, and
             Rampart, and all "back catalog" and "classic
             intellectual property" library video games

        (ii) all assigned contracts, including all leasehold
             interests in and to the real property located at the
             acquired studios in:

             (a) 3131 Elliot Avenue, Seattle, Washington, USA
                 98121;

             (b) 2633 W. Roscoe St., Chicago, Illinois, USA 60618;
                 and

             (c) 2727 W. Roscoe St., Chicago, Illinois, USA 60618

       (iii) any rights, claims or causes of action of Midway
             against Warner Bros. relating to the assets,
             properties, business or operations of Midway arising
             out of events occurring on or prior to the closing
             date, including, but not limited to, causes of action
             under Chapter 5 of the Bankruptcy Code.

    -- Excluded assets include:

           * all shares of capital stock, limited liability
             company membership interests and other equity
             interests, of Midway and all its subsidiaries;

           * assets of any foreign subsidiary, unless otherwise
             specified;

           * all cash and cash equivalents of Midway;

           * all causes of actions of Midway against third parties
             other than Warner Bros. relating to assets of Midway
             arising out of events occurring on or prior to the
             closing date, including causes of action in
             connection with the complaint brought by the
             Creditors Committee against National Amusements,
             Inc., et al.

           * all TNA Wrestling, NBA/NHL/MLB, Lord of the Rings,
             and Mechanic Master video games.

           * the Wheelman Distribution Agreement between Ubisoft
             Entertainment and Midway Home Entertainment Inc.;
             platform agreements; an agreement of Purchase and
             sale dated July 7, 2008, between Midway, as seller,
             and Lexington Homes LLC, as buyer, relating to
             property located at 2633 W. Roscoe St., Chicago,
             Illinois, USA 60618, and a related redevelopment
             agreement between the City of Chicago and Midway;
             and (i) any contracts that relate to properties
             located at: (i) the New Castle Studio, (ii)
             Heimaranstrasse 35, Munich, Germany 80339; (iii) 13
             Rue Vivienne, Paris, France 75002; (iv) 43 Worship
             Street, London, EC21 2DX United Kingdom; and (v) any
             other property located outside the United States.

    -- Warner Bros. will hire certain of Midway's employees,
       including key designers and employees on design teams for
       certain of Midway's games that are included in the sale.

    -- The cure amounts for certain of Midway's games are:

        Game                                 Cure Amount
        ----                                 -----------
        Happy Feet                             $359,218
        Ant Bully                              $166,126
        Mortal Kombat vs. DC Universe        $7,342,476

    -- Closing conditions include:

           * With respect to the Unreal Engine 3 License Agreement
             dated January 14, 2005, between Midway Home
             Entertainment Inc. and Epic Games, inc., Warner Bros.
             will receive all Midway's rights and benefits under
             the Unreal Engine License.

           * Sony Computer Entertainment America Inc. and Sony
             Computer Entertainment Europe Ltd., (with respect to
             the PlayStation platforms) and Microsoft Licensing GP
             (with respect to the Xbox platforms) will each
             approve Warner Bros. as the "publisher of record"
             with respect to all the games included in the APA.

   -- Either party may terminate the agreement if closing has not
      occurred by July 15, 2009.

Warner Bros. has claims against Midway pursuant to prepetition
agreements pertaining to the games Mortal Kombat v. DC Universe,
Happy Feet and Ant Bully.  Midway owes Warner Bros. an aggregate
of $7,867,820 on a prepetition basis in connection with these
games.  The claim will be waived

Copies of the Asset Purchase Agreement and its related exhibits
are available at;

   http://bankrupt.com/misc/Midway_WarnerExhB.1.pdf
   http://bankrupt.com/misc/Midway_WarnerExhB.2.pdf
   http://bankrupt.com/misc/Midway_WarnerExhB.3.pdf

                      About Warner Brothers

While Warner Bros has been known as a leader in filmed
entertainment and television programming, it claims to have a
significant presence in the videogame industry.  Among the WBEI
subsidiaries that comprise the Warner Bros. group is Warner Bros.
Home Entertainment Inc. which, through its Warner Bros.
Interactive Entertainment division, develops, publishes and
licenses interactive videogames for a variety platforms based on
Warner Bros., DC Comics properties and original game properties.
Games published by WB Interactive include the LEGO Star Wars
videogame franchise, LEGO Batman, Speed Racer and Guinness World
Records, and LEGO Indiana jJOnes, which it co-publishes.

The Warner Bros. Entertainment Group of companies produce and
distribute theatrical motion pictures, television shows, animation
and other programming and video games; distribute home video
product and license rights to feature films, television
programming and characters.  Warner Bros. is a world leader in
filmed entertainment and in 2008 released internationally 14
English-language motion pictures and 35 local language films,
including titles as The Dark Knight, I Am Legend, 10,000 B.C., The
Bucket List and Sex and the City: The Movie.  Its television
programs include prime time series such as Two and a Half Men,
Without a Trace, Cold Case, ER and Smallville.

In 2008, Warner Bros. generated revenues of $11.398 billion,
$1,228 billion in operating income before depreciation and
amortization, and over $800 million in operating income.

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-
10465).  David W. Carickhoff, Jr., Esq., Michael David Debaecke,
Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Lazard as their investment banker, Dewey & LeBoeuf LLP as
special counsel, and Epiq Bankruptcy Solutions LLC as claims
agent.


MIDWAY GAMES: Proposes Warner Bros.-Led Auction on June 29
----------------------------------------------------------
Midway Games Inc. has signed a deal with Warner Bros.
Entertainment Inc. under which the Time Warner Inc. unit will be
stalking horse bidder for at an auction for substantially all its
U.S. assets on June 29, 2009.

Absent higher and better offers, Midway Games, on July 1, will
seek approval from the U.S. Bankruptcy Court for the District of
Delaware to sell its U.S. assets at the agreed price of $33
million.  If Warner Brothers loses at the auction and the Debtor
consummates the sale with the winning party, Warner will receive a
break-up fee of $1,000,000 and $100,000 in expense reimbursement.

Midway Games says that since it filed for bankruptcy, it has
continued to operate its business while continuing to market its
assets for sale as a going concern.  Midway, with the help of
Lazard Freres & Co, LLC, has contacted over 80 individual
entities, to determine potential interest for the business.
Multiple buyers and investors have performed extensive due
diligence and have submitted expressions of interest with respect
to some or all of the assets.

Midway asks the Court to approve these bidding procedures:

  -- Initial bids will be due June 24, 2009 at 4:00 p.m. Eastern
     time.

  -- An auction will be held June 29, 2009, at 10:00 a.m. if
     Midway receive a conforming qualified bid in addition to
     Warner Bros.

  -- Counterparties to contracts to be included in the sale will
     receive notice from the Debtor and the computed cure amounts
     for the assumption of their contracts.  Objections to the
     cure amounts are due June 24

  -- The Debtor will present the successful bid to the Court on
     July 1, 2009 at 1:00 p.m.

Bids must be served on these parties:

   (i) Counsel for the Debtors:

         Blank Rome LLP,
         The Chrysler Building, 405 Lexington Avenue,
         New York, NY 10174
         Attn: Pamela Flaherty, Esq.,
           Fax (212) 885-5001 and
           1201 North Market Street, Suite 800,
           Wilmington, Delaware 19899,
         Attn: Michael D. DeBaecke, Esq.
           Fax: (302) 425-6464

  (ii) Counsel for the lender:

         Kramer Levin Naftalis & Frankel, LLP,
         1177 Avenue of the Americas, New York NY 10036,
         Attn: Gordon NOvod, Esq.,
           Fax (212) 715-8192

(iii) Counsel for the Creditors Committee

         Milbank, Tweed, Hadley & McCloy LLC,
         601 South Figueroa Street, 30th Floor, Los Angeles,
           Calif. 70017
         Attn: David B. Zolkin, Esq.,
           Fax (213) 892, 4767

  (iv) The OUST,

         855 North King Street, Suite 2207, Wilmington, DE 19801,
         Attn: David Buchbinder, Esq.
           Fax (302) 573-497

   (v) Counsel for WBEI

         Andrews Kurth LLP,
         601 South Figueroa Street,
         Los Angeles, CA 90017
         Attn: Jon L.R. Dalberg, Esq.
           Fax (213) 896-3137.

The Court will convene a hearing to consider the proposed sale
process on June 2, 2009, at 2:00 p.m. (EDT).  Objections are due
May 29 at 4:00 p.m.

Following the auction, the Court will hold another hearing on July
1, 2009, at 1:00 p.m., to consider approval of the sale to the
highest bidder.  Objections to the sale are due June 24, 2009, at
4:00 p.m.

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-
10465).  David W. Carickhoff, Jr., Esq., Michael David Debaecke,
Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Lazard as their investment banker, Dewey & LeBoeuf LLP as
special counsel, and Epiq Bankruptcy Solutions LLC as claims
agent.


MILACRON INC: Gets Go-Signal to Test DDJ's $175MM Buyout Offer
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Ohio has given Milacron Inc. the green light to pursue a sale of
substantially all of its assets pursuant to competitive bidding
and auction procedures.

As reported by the Troubled Company Reporter on May 7, 2009,
Milacron signed a definitive agreement to sell substantially all
of its assets to a company formed by certain affiliates of Avenue
Capital Group, certain funds or accounts managed by DDJ Capital
Management LLC and certain other entities that together hold
approximately 93% of the company's 11-1/2% Senior Secured Notes
for total consideration estimated at approximately $175 million.

The definitive agreement is on substantially the same terms as the
agreement in principle for such a sale announced on March 10, the
same day Milacron filed for Chapter 11 protection.  In return for
Milacron's assets, the purchasers will, among other things, repay
or assume Milacron's debtor-in-possession loan facilities, assume
certain of the company's other liabilities, including ordinary
course liabilities and other debt, credit bid $6.1 million of pre-
petition secured notes and provide additional consideration to
noteholders who are not part of the purchasing syndicate.  The
acquisition is part of a comprehensive financial restructuring,
intended to permit Milacron to continue as a going concern with
substantially less debt.

Interested parties may submitted bids on or before 5:00 p.m.
(Eastern Standard Time) on June 24, 2009.  If at least one
Qualified Bid, other than the Stalking Horse Bidder's bid, is
received on or before the Initial Bid Deadline, all Qualified
Bidders will have until 5:00 p.m. (Eastern Standard Time) July 13,
2009, to deliver Qualified Bid Documents to the Debtors.

The auction, if applicable, for the sale of the Milacron Assets
will be held July 17, 2009.

If no Qualified Bid -- other than the Stalking Horse Bid -- is
received on or before the Initial Bid Deadline, the hearing to
approve the sale of the Milacron Assets to the Stalking Horse
Bidder will be held on or before June 26, 2009.  If an Auction is
held, the Sale Hearing will be held on or before July 20, 2009.
If the Stalking Horse Bidder is not the successful bidder at the
Auction, the Sale Hearing may be held on or before July 27, 2009,
at the request of the Successful Bidder.

Any objections to the Sale must be filed and served by no later
than 5:00 p.m. prevailing Eastern time on June 21, 2009 on:

   (a) Counsel for the Debtors
       Dinsmore & Shohl LLP
       255 East Fifth Street, Suite 1900
       Cincinnati, OH 45202
       Attn: Kim Martin Lewis, Esq.
             Tim J. Robinson, Esq. and
             Patrick D. Burns, Esq.

   (b) The United States Trustee
       36 East Seventh Street, Suite 2030
       Cincinnati, OH 45202
       Attn: Monica Villarejos Kindt, Esq.

   (c) Financial advisors to the Debtors
       Rothschild Inc.
       1251 Avenue of the Americas, 51st floor
       New York, NY 10020
       Attn: Neil Augustine and Stephen Antinelli

       -- and --

       Conway,  Del Genio, Gries & Co., LLC
       Olympic Tower, 645 Fifth Avenue
       New York, NY 10022
       Attn: Robert A. Del Genio

   (d) Counsel to the Creditors' Committee
       Taft Stettinius & Hollister LLP
       425 Walnut Street, Suite 1800
       Cincinnati, OH 45202
       Attn: Timothy J. Hurley, Esq. and
             W. Timothy Miller, Esq.

   (e) Counsel to postpetition lenders
        under the DIP Term Loan Facility
       Shearman & Sterling LLP
       599 Lexington Avenue
       New York, NY 10022
       Attn: Michael H. Torkin, Esq. and
             Solomon J. Noh, Esq.)

       -- and --

       Squire Sanders & Dempsey LLP
       221 E. Fourth St., Suite 2900
       Cincinnati, OH 45202-4098
       Attn: P. Casey Coston, Esq.

   (f) Counsel to the Debtors' prepetition secured lenders and
        postpetition secured DIP ABL Lenders
       Paul, Hastings, Janofsky & Walker LLP
       600 Peachtree Street, N.E., 24th Floor
       Atlanta, GA 30308
       Attn: Jesse H. Austin III, Esq. and
             J. Craig Lee, Esq.) and

       -- and --

       Frost Brown Todd LLC
       201 E. Fifth Street, Suite 2200
       Cincinnati, OH 45202
       Attn: Ronald E. Gold, Esq. and

   (g) Pension Benefit Guaranty Corporation
       Office of the Chief Counsel
       1200 K Street, N.W., Suite 340
       Washington, D.C. 20005
       Attn: Lawrence F. Landgraff, Esq.

The Stalking Horse Bidder will be paid a break up fee equal to
$4.05 million and reimbursed for up to $1.75 million of reasonable
out-of-pocket expenses not reimbursed under the DIP Facility
incurred in connection with the Stalking Horse Bidder's attempted
purchase of the Milacron Assets, including but not limited to
reasonable costs and expenses incurred in connection with any
consultant hired to evaluate, analyze or model the Debtors'
business or otherwise assist in strategic planning.  The Bid
Protection Amount will be secured by a first priority, unprimable
security interest in the Transaction Deposits of the Successful
Bidder and the Runner-Up Bidder and deemed to be a superpriority
administrative expense of the Debtors' estates with respect to
which the Stalking Horse Bidder has a Superpriority Claim.

A full-text copy of the Bidding Procedures Order dated May 15 is
available at no charge at http://ResearchArchives.com/t/s?3d34

                       About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron is also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The Petitions include the company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC is
the Debtors' financial advisor.  Rothschild Inc. is the Debtors'
investment banker and financial advisor.  Kurtzman
Carson Consultants LLC is the noticing, balloting and disbursing
agent for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $500 million to $1 billion.


MILACRON INC: Holders of 11-1/2% Notes Participate in DIP Loan
--------------------------------------------------------------
Milacron Inc. disclosed in a regulatory filing with the Securities
and Exchange Commission that the Company and its debtor-affiliates
have entered into:

   * Amendment No. 1 to the $80 Million Senior Secured
     Superpriority Priming Debtor-In-Possession Credit Facility
     dated as of March 11, 2009 with Avenue Investments, L.P., and
     DDJ Capital Management, LLC;

   * a First Amendment to the $55 Million Senior Secured, Super
     Priority Debtor-In-Possession Credit Agreement dated as of
     March 11, 2009, with General Electric Capital Corporation;

   * Amendment No. 1 to an Intercreditor Agreement between General
     Electric Capital Corporation and DDJ Capital Management, LLC;
     And

   * a Senior Secured Superpriority Priming Debtor-In-Possession
     Note Purchase Agreement.

The Debtors amended certain provisions of the Financing Agreements
principally to conform to changes reflected in bankruptcy court
filings and to facilitate participation by certain holders of the
Company's 11-1/2% Senior Secured Notes in the DIP Term Loan
Agreement.  Certain investment funds affiliated with, or managed
by, JPMorgan Investment Management, Bayside Capital Inc. and
Symphony Asset Management, LLC -- Electing Noteholders -- have
elected to participate in the DIP Term Loan Facility.  The
Electing Noteholders have requested to purchase up to $1,759,000
aggregate principal amount of DIP Term Notes, including Roll-Up
DIP Term Notes, in lieu of making advances under the DIP Term
Credit Agreement.

A full-text copy of the Amendment No. 1 to Senior Secured
Superpriority Priming Debtor-In-Possession Credit Agreement, dated
May 12, 2009, is available at no charge at:

     http://ResearchArchives.com/t/s?3d35

A full-text copy of the Amendment No. 1 to Intercreditor
Agreement, dated May 12, 2009, is available at no charge at:

     http://ResearchArchives.com/t/s?3d36

A full-text copy of the First Amendment to Senior Secured, Super-
Priority Debtor-In-Possession Credit Agreement, dated May 12,
2009, is available at no charge at:

     http://ResearchArchives.com/t/s?3d37

A full-text copy of the Senior Secured Superpriority Priming
Debtor-In-Possession Note Purchase Agreement, dated May 12, 2009,
is available at no charge at:

     http://ResearchArchives.com/t/s?3d38

Milacron also said that on May 14, 2009, certain of the Company's
European subsidiaries, namely Cimcool Europe B.V, Cimcool
Industrial Products B.V., D-M-E Europe CVBA, Ferromatik Milacron
Maschinenbau GmbH, Milacron Kunststoffmaschinen Europa GmbH,
Milacron B.V., and Milacron Nederland B.V. entered into a
Variation Agreement to an Asset Based Finance Agreement dated
March 12, 2008, with Lloyds TSB Bank, Nederland Branch and Belgium
Branch and Lloyds TSB Commercial Finance Limited.

Among other things, the Deed of Variation sets forth Lloyds'
intention, subject to certain conditions, not to exercise its
rights, which include rights of acceleration, in respect of the
European Subsidiaries' breach of certain financial covenants in
the Finance Agreement for an initial period ending July 31, 2009,
sets forth an amortization schedule for the $10.5 million property
facility term loan outstanding thereunder (as reduced by the Deed
of Variation) and adds and amends certain financial covenants.  At
April 30, 2009, $15.2 million of borrowings and other obligations
were outstanding under the Finance Agreement and related
documents.

A full-text copy of the Variation Agreement to an Asset Based
Finance Agreement dated March 12, 2008, dated May 14, 2009, is
available at no charge at:

     http://ResearchArchives.com/t/s?3d39

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron is also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The Petitions include the company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC is
the Debtors' financial advisor.  Rothschild Inc. is the Debtors'
investment banker and financial advisor.  Kurtzman
Carson Consultants LLC is the noticing, balloting and disbursing
agent for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $500 million to $1 billion.


MILACRON INC: Won't File March 31 Quarterly Report
--------------------------------------------------
John C. Francy, Milacron Inc.'s Vice President - Finance, Chief
Financial Officer and Treasurer, said the Company is not in a
position to file its periodic report on Form 10-Q for the quarter
ended March 31, 2009.  During its chapter 11 proceeding, the
Company will not have financial or human resources to prepare a
Form 10-Q, as they will be needed to meet administrative and
operating expenses and to provide substantial information to the
Court and others, he said.  During the pendency of the chapter 11
proceeding, the Company intends to file copies of each of the
monthly financial reports it files with the Bankruptcy Court, he
said.

Mr. Francy said Milacron's results of operations for the March 31
quarter were materially worse than for the comparable quarter of
2008, principally due to the conditions that led to its chapter 11
and substantial costs related to the chapter 11 proceeding.

                       About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron is also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The Petitions include the company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC is
the Debtors' financial advisor.  Rothschild Inc. is the Debtors'
investment banker and financial advisor.  Kurtzman
Carson Consultants LLC is the noticing, balloting and disbursing
agent for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $500 million to $1 billion.


MONEYGRAM INT'L: Amends Employment Agreement with Patsley
---------------------------------------------------------
The Board of Directors of MoneyGram International, Inc., entered
into an amendment of its employment agreement with the Company's
executive chairman, Pamela H. Patsley, to provide her an annual
bonus of (i) 100%, as opposed to 50%, of her base salary if the
defined base target is achieved and (ii) 200%, as opposed to 100%,
of her base salary if the maximum defined target is achieved.

On May 12, 2009, the MoneyGram Board granted Ms. Patsley non-
qualified stock options to purchase 1,000,000 shares of common
stock of the Company, with an exercise price of $1.59 or the fair
market value of the stock as of May 12.  The stock option grant to
Ms. Patsley was made under MoneyGram's 2005 Omnibus Incentive
Plan.

The full-text copy of the Omnibus Plan is available for free at:

             http://ResearchArchives.com/t/s?3d16

Options for 50% of the shares are considered "time vested" and
options for 50% of the shares are considered "performance vested."
The Time Vested options will vest in equal installments over four
years on the anniversary of the grant date.  The Performance
Vested options will vest as:

   -- options for 50% of the shares will vest when the value of
      the common stock of the Company has reached $3.18 per share
      for a period of 20 consecutive trading days during the 5-
      year period following the grant date; and

   -- options for 50% of the shares will vest when the value of
      the common stock of the Company has reached $4.77 per share
      for a period of 20 consecutive trading days during the 5-
      year period following the grant date.

If the shares of Company common stock are not publicly traded,
then vesting for the options that are Performance Vested will be
vested in the manner set forth in the stock option agreement.

                  About MoneyGram International

Headquartered in Minneapolis, Minnesota, MoneyGram International
Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a global
payment services company.  The company's major products and
services include global money transfers, money orders and payment
processing solutions for financial institutions and retail
customers.  MoneyGram is a New York Stock Exchange listed company
with approximately 157,000 global money transfer agent locations
in 180 countries and territories.

                         *      *      *

As reported by the Troubled Company Reporter on April 1, 2009,
Fitch Ratings has affirmed the Issuer Default Ratings for
MoneyGram International Inc. and MoneyGram Payment Systems
Worldwide, Inc., at 'B+'.


MORTGAGES LTD: Court Confirms Investors Committee Amended Plan
--------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona confirmed a first amended Chapter 11 plan of
reorganization for Mortgages Ltd. filed by the Official Committee
of Investors on March 12, 2009.

Prior to the confirmation of the plan, the Debtors together with a
group of investors, creditors, and parties-in-interest, delivered
to the Court a Chapter 11 plan of reorganization, which provides
that the Debtor's assets and operations will be separated into
two entities, Phoenix Loan Services LLC and ML Grantor Trust,
according to the Troubled Company Reporter on May 15, 2009.  PLS
is essentially the reorganized debtor and will continue to manage
the ML loans under the existing agency agreements through which
the servicing rights will be assigned to Hillspoint Asset
Management, the new servicer, TCR noted.

TCR added that the entities that co-proposed the Plan, designated
as the Mahakian Parties, are comprised of Carol Mahakian, Allen B.
Bickart, Vicki Greiff, Nicholas Esposito, Carolyn A. Bickart, H.
Victor Rubin, Minas Zistatsis, Arianthi Zistatsis, Koumbas,
L.L.C., Wendy Abrahams, Leo P. Malone, Kim Westberg, Laverne
Westberg, and Adele Abrahams.

The Investors Committee was selected by the United States Trustee
to represent the interests of the investors who hold fractional
interests in the notes and deeds of trusts or hold member
interests in various MP Fund LLCs that hold fractional interests
in notes and deeds of trusts serviced by Mortgages Ltd, according
to the TCR on March 5, 2009.  The Committee is made up of pass-
through participants and members of various MP Fund LLCs, TCR
added.

The Investors Committee's plan accomplishes these major goals:

A. The creation of a Liquidating Trust

Upon the Plan Effective Date, a liquidating trust will be set up
to which all of the Debtor's non-loan assets will be transferred.
A liquidating trustee will be tasked with selling the Debtor's
real estate and collecting two note receivables previously owned
by the Debtor, which have been transferred to the liquidating
trust.  The liquidating trustee will also be tasked with pursuing
all of the Debtor's causes of action and avoidance actions against
third parties.

The liquidating trust may employ counsel to pursue law suits and
brokers to sell or refinance the real property.  The creditors,
RBLLC and the investors will have beneficial interests in the
liquidating trust and will be entitled to distributions.

The liquidating trustee will be accountable to and must obtain the
consent of a trust board, which will be made up of people selected
by the Official Committee of Unsecured Creditors, Investors
Committee, and RBLLC.  Unsecured Committee RBLLC will select one
trust board member each and the Investors Committee will select
the remaining three trust board members and the liquidating
trustee.

The Investors Committee will set up a selection process to seek
out candidates for trust board membership and the Liquidating
trustee position and will interview candidates before making
decisions.

B. The Settlement of Major Bankruptcy Issues, rather than
   Continued Litigation

The Plan contemplates the settlement of major issues in the
Debtor's case, including:

   -- the validity of RBLLC's security interest in the Debtor's
      loan assets, which will be transferred to RBLLC in
      satisfaction of a portion of its debt;

   -- the acknowledgment of the ownership of the fractional
      interests in the notes and deeds of trust by the Investors;

   -- the allowance of investor damages by the Investors and
      participation of those unsecured claims in the Liquidating
      Trust;

   -- the sharing of RBLLC's collateral with the Unsecured
      Creditors, excluding the Investors, Borrowers and RBLLC
      Claims, to allow a greater recovery for Unsecured Creditors;

   -- the settlement of avoidance actions and causes of action
      against investors, excluding insiders and RBLLC; and

   -- if not already approved, the settlement between the VTL Fund
      and the MP Funds.

C. Limited Continued Operations of a Reorganized Debtor.

The Debtor's existing stock will be cancelled and extinguished.
New stock will be issued to the liquidating trust.  The
Reorganized Debtor, which will be renamed ML Servicing Co. Inc.,
will be owned, controlled and operated by the liquidating trust,
but will continue to provide loan servicing and litigation support
to both the liquidating trust and the Loan LLCs.  The Reorganized
Debtor will not make or originate new loans.

An operating budget will be adopted and a new servicing agreement
will be entered into for 2009, whereby the costs of operations of
the Reorganized Debtor can be paid on a break even basis.  Some of
the current employees of Debtor will be retained in the
Reorganized Debtor as employees or consultants and may be paid
retention bonuses to stay with the Reorganized Debtor.

The institutional memory and experience of the current employees
such as George Everette and Chris Olson, as well as the up and
running computer systems and software programs, will be used to
service the Loans, provide litigation support and make claims
distributions under the supervision of the Reorganized Debtor and
the liquidating trust.

D. Investor-controlled and Professionally-managed Workout and
   Collection of Loans

The fractional interests in the notes and deeds of trust will be
transferred to newly formed Loan LLCs so that 100% of a loan can
be owned by and administered by a limited liability company set up
just for that loan.  Each pass-through investor, the MP Funds and
RBLLC will transfer their fractional ownership interests in the
Note and Deed of Trust to the new applicable Loan LLC set up
for that loan.

The board managers, which consist of five investors, will be a
newly formed ML Manager LLC.  RBLLC and the Revolving Opportunity
investors will select one board member each.  The Investors
Committee will select the remaining three board members.  The
Investors Committee will establish a process for selection,
seeking out and interviewing candidates.

In addition to using the Reorganized Debtor for servicing the
loans and providing support services, the Board of Managers for
the ML Manager LLC may employ one or more professional portfolio
or asset managers to provide expertise on workouts of the loans
and the collection of the maximum amount from the Borrowers and
may hire counsel where needed and appropriate.

The Reorganized Debtor will not do the workout or settlements or
foreclosures on the Loans, but will assist the ML Manager LLC and
its portfolio or asset, managers as requested.

All major decisions on a loan must be approved by a written vote
of a majority in dollar amount of the members of the applicable
Loan LLC.  There will be investor control, but there will also be
professional management of the loans and workouts.  Borrowers will
have one Loan LLC, managed by ML Manager LLC, to work with rather
than hundreds of investors.

The Investors Committee's Plan segregates the Claims Against and
Interests in the Debtors into 13 Classes and describes the
treatment for each Class:

  Class 1  -- Priority Non-Tax Claims
  Class 2  -- Secured Tax Claims
  Class 3  -- Stratera Secured Claims
  Class 4  -- Artemis Secured Claims
  Class 5  -- Arizona Bank Secured Claims
  Class 6  -- Mechanics Lien Claims and Other Misc. Sec. Claims
  Class 7  -- RBLLC Secured Claims
  Class 8  -- MP Funds and MP Fund Investors Claims
  Class 9  -- VTC Fund Claims
  Class 10 -- Pass-Through Investors Claims
  Class 11 -- General Unsecured Creditor Claims
  Class 12 -- Borrowers Claims
  Class 13 -- Equity Interest

Under the plan, general unsecured creditors including RBLLC, MP
Funds and Investors other holders of unsecured claims will be made
by the liquidating trust out of the liquidation fund in accordance
with the terms of the plan and the liquidating trust agreement.
Sufficient reserves and reasonable estimations of claims will be
set and maintain for each distribution so as to protect the
investors, the MP Funds and Radical Bunny.

RBLLC's unsecured claim and beneficiary interest in the
liquidating trust will be entitled to receive an accelerated
recovery in the amount of $25 million from the liquidating trust
along with the revolving opportunity investor's unsecured claims
and beneficiary interests' accelerated recovery in the amount of
$10 million until RBLLC and the revolving opportunity investors
receive an accelerated recovery, which totals $35 million at which
time they will return to their then pro rata share of the
liquidating trust.

In addition, the ordinary course trade creditors will be entitled
to receive a priority payment of $2 million of their beneficiary
interests in the liquidating trust after the liquidating trust
repays the exit financing, the secured claims on non-loan assets
and pays its operating expenses, which shall be prior to payment
of any other beneficiary interests including any accelerated
recovery.

The remaining beneficiary interests will be paid along with other
beneficiary interests of the general unsecured claims.

A full-text copy of the Investors Committee's Amended Plan is
available for free at http://ResearchArchives.com/t/s?3d25

                       About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- acted as a full service private lender prior to filing for
bankruptcy.  Through its licensed broker dealer, Mortgages Ltd.
Securities, ML received money raised from approximately 2,700
investors for placement into loans secured by real estate located
solely in Arizona.  These accredited investors financed the
lending operations of ML and received as collateral for their
funding direct fractional interests in "pass through" loans and
deeds of trust or membership interests in "Opportunity Funds"
which held fractionalized interests in loans and deeds of trust.

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423


NCI BUILDING: S&P Downgrades Corporate Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on NCI
Building Systems Inc.  The corporate credit rating was lowered to
'B+' from 'BB'.  All ratings remain on CreditWatch with negative
implications where they were placed on March 11, 2009.

The downgrade reflects S&P's heightened concerns regarding the
impact that weakening nonresidential construction activity is
having on the company's operating performance.  NCI announced that
it had obtained waivers from senior lenders relative to financial
maintenance covenants governing its bank facility.

Furthermore, the company must address the June 18, 2009, maturity
of its unused $125 million revolving credit facility and the
expected Nov. 15, 2009, first put on its $180 million convertible
senior subordinated notes.  While NCI announced that is has made
significant progress with a leading private equity firm with
regard to a substantial equity investment, any transaction will
require cooperation from its existing lenders.  Absent a
successful refinancing, S&P believes it is unlikely NCI will have
sufficient cash to fund the $180 million convertible senior
subordinated notes that S&P expects lenders to exercise at the
first put date.

In resolving S&P's CreditWatch listing, S&P will monitor NCI's
plans to refinance its revolving credit facility due June 18,
2009, and to address the likely first put under its convertible
notes on November 15, 2009.  In addition, S&P will assess the
outlook for the next six to 12 months for earnings and the related
impact on credit measures and cash flow generation.


NEWELL RUBBERMAID: S&P Reinstates 'BB' Rating on $430 Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services' said it reinstated its 'BB'
rating on Newell Rubbermaid Inc.'s $430 million 5.25% Convertible
Quarterly Income Preferred Securities due 2027.

Due to an administrative error, the rating was incorrectly
removed.


NEXPAK CORP: Seeks Strategic, Financial Parties to Bid for Assets
-----------------------------------------------------------------
NexPak Corporation, which experienced liquidity issues caused by
the slowing entertainment market and general economic malaise that
deteriorated the availability of working capital, is seeking
strategic and financial parties interested in the acquisition of
its business, either in part or in its entirety.

                            Actual                Projected

                       2006       2007       2008       2009

Revenue              $131,166   $132,521   $100,786   $93,544
Gross Profit            3,296        285      2,560     5,759
EBITDA                  6,402      4,734      1,792     1,875

Strategic Buyer Synergies (1)
Direct and Indirect Labor Cost Saving                   5,710
Rent Cost Savings                                       1,800
R&M, Rationalization & Other SG&A Savings               4,900
Corporate Salaries                                      2,800
Other Corporate SG&A                                    2,200
Subtotal                                               17,410
Strategic Buyer Adjusted EBITDA                       $19,285

Financial Buyer Synergies (2)
Direct and Indirect Labor Cost Savings                  5,050
Rent Cost Savings                                       1,800
R&M, Rationalization & Other SG&A Savings                 820
Corporate Salaries                                      1,100
Other Corporate SG&A                                    1,500
Subtotal                                               10,270
Financial Buyer Adjusted EBITDA                       $12,145

(1) Assumes rationalization of select high volume/low margin
    production and transfer of remaining Atlanta capacity to OH
    facility.

(2) Assumes further rationalization of select high volume/ low
    margin production and transfer of remaining Atlanta capacity
    to OH facility.

The Company gives strategic U.S. and International investors an
opportunity to acquire or improve packaging capability or attain
rationalized volume and margin with minimal investment and the
potential for rapid payback.

1) NexPak produces a full product line grouped into eight product
   classes and two main categories.

High Volume -- primarily sold to replicators with long-term
               contracts

     * Game (PS2, Wii, Xbox, STACKpak, Sony UMD cartridge/case)
     * DVD (Blu Ray, SLIMpak)
     * CD (Standard Jewel Case, CD Multicase)

Specialty -- value added security and custom colors; customized
             nature, short production runs, higher margin

     * DVD Specialty (WynCase, Benefit Denial, SecureCaseOne)
     * CD Specialty (TRIMpak, CD Polybox)
     * Specialty Game Cases
     * VHS Cases and
     * Other

2) New Product Development -- Nexpak has a reputation as an
                              innovator and provider of creative
                              cost effective solutions.
                              Significant new product pipeline.

3) Premier customer base:

     * Music labels (Sony Music, BMG, EMI Music, Universal Music,
       Independents)

     * Movie Studios (Sony Pictures Entertainment, MGM, Warner
       Home Video, 21st Century Fox, Universal, Buena Vista,
       Paramount)

     * Game Studios (supporting Playstation, Xbox, Nintendo); EAS,
       Activision

     * Tier 1 Replicators (Sony DADC, Cinram, Arvato, Technicolor,
       JVC)

     * Distributors (Ingram Entertainment, Polyline, Mid West
       Tape, Demco)

     * Video Rental Chains (Blockbuster, Hollywood, Movie Gallery)

4) Consolidate operations to Canton, OH facility and rationalize
   Atlanta plant, volume and SG&A; retain global footprint and
   capability.

5) For financial U.S. and International investors it's the
   opportunity to acquire high margin products and consolidate
   operations.

A stalking horse bidder has not been selected as of May 21, 2009.
The purchase will be subject to both Bankruptcy Court approval and
any higher and better offers that might be received during the
solicitation and auction process.  Qualified Bids (as defined in
the Court-proposed Sale Procedures) are required to be submitted
on or before 5:00 p.m. (EST) on June 15, 2009, with an auction
sale to be conducted on June 18, 2009 if multiple Qualified Bids
are received.  The winning bid will be submitted for bankruptcy
court approval on June 23, 2009.

The Financial Advisor to the Official Committee of Unsecured
Creditors can be reached at:

          Ted Gavin, CTP
          Principal
          NachmanHaysBrownstein, Inc.
          919 Market Street, Suite 1410
          Wilmington, DE 19801
          Tel: (302) 655-8997 (office)
               (484) 432-3430 (mobile)
          E-mail: tgavin@nhbteam.com

          Michael Savage, CIRA
          Managing Director
          NachmanHaysBrownstein, Inc.
          Tel: (617) 778-2460 ext. 31 (office)
               (617) 378-7158 (mobile)
          E-mail: msavage@nhbteam.com

The Official Committee of Unsecured Creditors is a party in
interest in the proceedings.

                          About Nexpak

Headquartered in Duluth, Georgia, Nexpak Corporation --
http://www.nexpak.com/-- manufactures and supplies packaging for
DVD, CD, video, audio, and professional media formats.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on April 10, 2009 (Bankr. D. Del. Lead Case No. 09-11244).
William A. Hazeltine, Esq., at Sullivan Hazeltine Allinson LLC
represents the Debtors in their restructuring efforts.  The
Debtors assets range from $10 million to $50 million and its debts
from $100 million to $500 million.


NICOLE ENERGY: Court Denies Withdrawal of Reference of Complaint
----------------------------------------------------------------
The Hon. George Smith of the U.S. District Court for the Southern
District of Ohio declined to withdraw the reference of an
adversary proceeding in the Chapter 11 bankruptcy proceedings of
Nicole Energy Services Inc., according to Law360.

Headquartered in Westerville, Ohio, Nicole Energy Services Inc.
provides natural gas, electric power & energy management.  The
company filed for Chapter 11 protection on March 12, 2004 (Bankr.
S.D Ohio Case No. 04-53678).  Jay W. Maynard, Esq., represents the
Debtor.  When the Debtor filed for protection from its creditors,
it listed asset less than $50,000 and debts between $1 million and
$10 million.


NORTHEAST BIOFUELS: Sells Oswego Plant to Sunoco for $8.5 Mil.
--------------------------------------------------------------
Northeast Biofuels LP and its debtor-affiliates are selling their
ethanol production facility in Oswego County, New York, to
Sunoco Inc. for $8.5 million.  The sale transaction also the
assumption of certain contracts and liabilities of Northeast
Biofuels by Sunoco pursuant to an asset purchase agreement filed
on May 19, 2009.

Law360 reported that the U.S. Bankruptcy Court for the Northern
District of New York has approved Sunoco's $8.5 million offer.

The sale is expected to close (i) 10 days after the Court's entry
of the sale order, or (ii) June 15, 2009.  The closing will take
place at the Offices of Duane Morris LLP, at 30 South 17th Street,
in Philadelphia, Pennsylvania.

The Debtors filed a revised proposed order authorizing the sale of
their assets after several entities objected to the sale,
including Constellation NewEnergy Inc.; New York State Department
of Environmental Conservation; Lurgi Inc., Official Committee of
Unsecured Creditors; and Diana G. Adams, the U.S. Trustee for
Region 3.

Among others, the U.S. Trustee said that although several bids for
the Debtors' assets were received, most bids fall considerable
short of even satisfying the secured creditors claims of over $165
million.  The likelihood of any benefit to the estates from the
sale, barring a minimal recovery to the secured creditors, is
clearly remote in his instance, the U.S. Trustee contended.

A full-text copy of Sunoco's asset purchase agreement is available
for free at http://ResearchArchives.com/t/s?3d1d

A full-text copy of the revised sale order is available for free
at http://ResearchArchives.com/t/s?3d1e

Business Magazine states that Sunoco will face expenses of about
$14 million to fix up the plant.  The report, citing Mr. Roach,
notes that the plant has struggled to operate since starting up
due mainly to pipe design problems reportedly difficult to clean
and breed bacteria.

                    About Northeast Biofuels

Headquartered in Fulton, New York, Northeast Biofuels LP aka
Northeast Biofuels LLC -- http://www.northeastbiofuels.com--
Operate as ethanol plants.  The company and two of its affiliates
filed for Chapter 11 protection on January 14, 2009 (Bankr. N.D.
N.Y. Lead Case No. 09-30057).  Jeffrey A. Dove, Esq., at Menter,
Rudin & Trivelpiece, P.C., represents the Debtors in their
restructuring efforts.  Blank Rome LLP will serve as the Debtors'
counsel.  The U.S. Trustee for Region 2 appointed creditors to
serve on an Official Committee of Unsecured Creditors.  Sara C.
Bond, Esq., and Stephen A. Donato, Esq., Bond, Schoeneck & King,
PLLC, represent the Committee.  When the Debtors filed for
protection from their creditors, they listed assets and debt
between $100 million to $500 million each.


NORTHEAST BIOFUELS: Wants Sept. 14 Deadline to File Plan
--------------------------------------------------------
Northeast Biofuels LP and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of New York to extend
the exclusive periods for them to:

   -- file a Chapter 11 plan until Sept. 14, 2009; and

   -- solicit acceptances of that plan until Nov. 13, 2009.

The Debtors' exclusive plan filing period expired on May 14, 2009.

The Debtors argue that the 120-day initial time proves to be an
inadequate time frame with which they can file a plan that
addresses the treatment of their creditors.

A hearing is set for June 18, 2009, at 11:30 a.m., to consider the
Debtors' extension request for their exclusive periods.

Headquartered in Fulton, New York, Northeast Biofuels LP aka
Northeast Biofuels LLC -- http://www.northeastbiofuels.com--
Operate as ethanol plants.  The company and two of its affiliates
filed for Chapter 11 protection on January 14, 2009 (Bankr. N.D.
N.Y. Lead Case No. 09-30057).  Jeffrey A. Dove, Esq., at Menter,
Rudin & Trivelpiece, P.C., represents the Debtors in their
restructuring efforts.  Blank Rome LLP will serve as the Debtors'
counsel.  The U.S. Trustee for Region 2 appointed creditors to
serve on an Official Committee of Unsecured Creditors.  Sara C.
Bond, Esq., and Stephen A. Donato, Esq., Bond, Schoeneck & King,
PLLC, represent the Committee.  When the Debtors filed for
protection from their creditors, they listed assets and debt
between $100 million to $500 million each.


NORTHEAST PAPER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Northeast Paper Services, Inc.
        fdba Merrill Domestic Distribution, Inc.
        10 Parkway Drive, Building #16
        Scarborough, ME 04074

Bankruptcy Case No.: 09-20728

Chapter 11 Petition Date: May 20, 2009

Court: United States Bankruptcy Court
       Maine (Portland)

Debtor's Counsel: Leonard M. Gulino, Esq.
                  Bernstein, Shur, Sawyer & Nelson
                  P.O. Box 9729
                  Portland, ME 04104-5029
                  Tel: (207) 774-1200
                  Email: lgulino@bernsteinshur.com

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

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/meb09-20728.pdf

The petition was signed by Ralph J. Carpenter, owner of the
Company.


NORWOOD PROMOTIONAL: Seeks to Sell All Assets for $132 Million
--------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved bidding procedures to govern the
auction of substantially all of the assets of Norwood Promotional
Products Holdings Inc. and its debtor-affiliates.

Promotional Holdings LLC has agreed to purchase all of the
Debtors' assets, for $132,488,489, subject to adjustment.  The
buyer also agreed to assume certain of Norwood's liabilities.
Promotional Holdings is also the designated stalking horse bidder.

All bids for the Debtors' assets together with a good faith
deposit of $13,173,000 must be filed by June 16, 2009.  If more
than one qualified bid is received, an auction will be held on
June 18, 2009, at the offices of Kirkland & Ellis LLP, at
Citigroup Center, 153 East 53rd Street in New York.  A sale
hearing is scheduled to be held the following day at 824 North
Market Street, in Wilmington, Delaware.

The Debtors' prepetition lenders may credit bid on the assets to
be sold, the Court ruled.  The lenders' agent is not required to
post a deposit in order be a deemed a qualified bidder.  However,
if the lenders are the successful bidders and they do not close
the transaction, their allowed secured claims will be reduced on a
pro rata basis by amount of the deposit.

If the Debtors close a sale with a bidder other than Promotional
Holdings, the termination payment will no be more than $3,323,000,
the Court clarified.  The Debtors previously proposed a $3,900,000
termination payment to consist of a $2,900,000 break-up fee and
$1,000,000 expense reimbursement.

On May 20, 2009, Bank of New York Mellon argued that the purchase
price for the assets is overstated and thus, provides an improper
advantage to the stalking-horse bidder in that it chills
competitive bidding, creates an artificially high threshold for
competing bids, and disproportionate break-up fee.  The purchase
price, the Bank asserted, should be $77,000,000, plus the
assumption of certain debts.

The Debtors, citing a teaser by Houlihan Lokey, their adviser,
explained that the purchase price contemplates paying $101,000 in
cash subject to estimated downward working capital; and financial
performance adjustments of between $15,000,000 and $20,000,000;
plus the assumption of about $31,000,000 in debt including $20
million in account payable and accrued liabilities and a
$11,500,000 gross pension liability.  As laid in the bidding
procedures, initial qualified bids must top the stalking horse's
bid by at least $4,900,000, plus the good faith deposit.

A full-text copy of the Debtors' asset purchase agreement is
available for free at http://ResearchArchives.com/t/s?3d26

A full-text copy of the Houlihan Lokey's teaser is available for
free at http://ResearchArchives.com/t/s?3d27

                      About Norwood Promotional

Norwood Promotional Products -- http://www.norwood.com/-- is an
industry leading supplier of imprinted promotional products.  The
company offers nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc. and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case. The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel. Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent. The Company said its
assets are $150 million while debt totals $295 million.


NPS PHARMA: To Increase Shares by 1.8MM thru Incentive Plan
-----------------------------------------------------------
Stockholders of NPS Pharmaceuticals, Inc., approved an amendment
to the company's 2005 Omnibus Incentive Plan to increase by
1,800,000 the shares reserved for issuance under the Plan.

The full-text copy of the Incentive Plan is available without
charge at http://ResearchArchives.com/t/s?3d1a

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

At March 31, 2008, the Company's balance sheet showed total assets
of $200.7 million, total liabilities of $425.9 million, resulting
in a stockholders' deficit of about $225.5 million.


NY TIMES: S&P Downgrades Corporate Credit Rating to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured issue-level ratings on New York City-based
newspaper publisher The New York Times Co. to 'B' from 'B+'.
These ratings were removed from CreditWatch, where they were
placed with negative implications April 22, 2009.  The rating
outlook is stable.

"The ratings downgrade reflects our view that over the next two
years, ad revenue and EBITDA declines will likely result in total
lease- and pension-adjusted leverage increasing to the low-8x area
by 2010--our lease and pension adjustments add a multiple of
almost 4x to leverage by 2010," said Standard & Poor's credit
analyst Emile Courtney.  "This is notwithstanding our belief that
The New York Times' liquidity profile -- in terms of positive cash
flow generation, adequate revolver availability, EBITDA coverage
of cash interest in the mid-2x area, and a lack of meaningful debt
maturities until 2011 -- over the period will likely remain
adequate."

This level of expected leverage is not consistent with the
previous 'B+' rating, particularly given the secular industry
challenges the company faces.  Also, expected 2010 adjusted
leverage in the low-8x area does not factor in potential proceeds
from the sale of the company's 17.75% stake in New England Sports
Venture (owner of the Boston Red Sox, Fenway Park, and about 80%
of New England Sports Network).  S&P think a sale of the company's
stake is likely over the intermediate term.  This, combined with
otherwise adequate liquidity for the current 'B' rating, is the
reason for the stable rating outlook.


ORCHARDS VILLAGE: State Court Receivership Didn't Bar Bankruptcy
----------------------------------------------------------------
WestLaw reports that the non-interference provisions of a state
court order appointing a receiver for a financially troubled
limited liability company (LLC) that operated an adult assisted-
living community, which prohibited the LLC's members from doing
anything, directly or indirectly, to interfere with the receiver's
management and operation of the debtor's assets, could not be
interpreted to prohibit the LLC's members from filing a Chapter 11
petition on its behalf.  Allowing the terms of the state court's
order to dictate the availability of federal bankruptcy relief
would be fundamentally inconsistent with the constitutional grant
to Congress of the right to enact uniform laws on the subject of
bankruptcy.  In re Orchards Village Investments, LLC, --- B.R. ---
-, 2009 WL 1227729 (Bankr. D. Ore.).

Orchards Village Investments, LLC, filed for Chapter 11 bankruptcy
protection on February 13, 2009 (Bankr. D. Ore. Case No. 09-
30893).  Anita G. Manishan, Esq., in Portland, Oregon, assists the
Company in its restructuring effort.  The company estimated
$10 million to $50 million in assets and debts when it filed for
bankruptcy.  Press reports at the time of the filing indicated
that the adult assisted-living community has 107 units, and two-
thirds were occupied.


PEABODY ENERGY: Fitch Affirms Issuer Default Rating at 'BB+'
------------------------------------------------------------
Fitch Ratings has affirmed these ratings for Peabody Energy
Corporation:

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured notes at 'BB+';
  -- Senior unsecured revolving credit and term loan at 'BB+';
  -- Convertible junior subordinated debentures due 2066 at 'BB-'.

The Rating Outlook is Stable.

Peabody's credit ratings reflect large, well diversified
operations, good control of low-cost production, strong liquidity
and moderate leverage.

Liquidity at quarter's end was strong, with cash on hand of $526.7
million and availability under the company's revolver of $1.5
billion.  Total debt with equity credit/EBITDA for the latest 12
months ended March 31, 2009, was 1.5 times.  Peabody has
substantial legacy liabilities and adjusted leverage was 2.3x for
the year ended Dec. 31, 2008.

Capital expenditures in 2009 are expected to be up to $450
million, excluding federal coal reserve lease payments, which are
estimated at $130 million for 2009.  Interest is expected to be
about $215 million for the year.

Fitch expects operating cash flows will cover capital
expenditures, scheduled maturities of debt ($17 million in 2009
and $14 million in 2010), and dividends of about $64 million per
year, amply over the next 12-18 months.  Peabody should remain
well within its financial covenants of a maximum consolidated
leverage ratio of 3.25x and a minimum interest coverage ratio of
2.50x.

Although earnings are expected to decline in 2009, Peabody should
generate free cash flow as a result of more modest expenditures.
Fitch would consider a positive rating action if leverage looks to
be sustainably reduced.

Fitch expects any significant acquisitions to be financed in a
balanced manner with some cash on hand and/or equity.  Fitch
expects total debt with equity credit/EBITDA to remain below 2.5x
over the next 18 months absent material production or shipment
disruptions.  Fitch would consider a negative rating action if
there were a substantial recapitalization or a significant debt
financed acquisition.

Peabody is the largest U.S. coal producer, fueling 10% of domestic
electricity generation and the fifth largest coal producer in
Australia.  In 2008, Peabody sold 255.5 million tons of coal and
had year-end reserves of 9.2 billion tons.


PEOPLES COMMUNITY: To Sell Assets to First Financial for $12MM
--------------------------------------------------------------
Peoples Community Bancorp, Inc., and its wholly owned subsidiary,
Peoples Community Bank, entered into a Purchase and Assumption
Agreement with First Financial Bank, N.A., the wholly owned
subsidiary of First Financial Bancorp., for the sale of certain of
People Community's assets for approximately $12 million.

The Assets to be sold includes 17 of People Community's branch
offices located in southwestern Ohio and southeastern Indiana;
approximately $260 million of certain business and consumer loans
and other assets; and the assumption of approximately $310 million
of the Bank's deposits and certain other liabilities by First
Financial.

The purchase price for the Assets and the deposits being sold by
Peoples Community will be offset against the amount owed by the
Bank to the Buyer for assuming the Bank's liabilities pursuant to
the Agreement.  It is currently anticipated that the aggregate
balance of Peoples Community's liabilities will exceed the
estimated purchase price.

Completion of the proposed transaction is subject to the approval
of the Office of Thrift Supervision.  The transaction contemplated
by the Agreement is expected to close during the third quarter of
2009, subject to the receipt of all necessary regulatory approvals
and the satisfaction of certain other closing conditions as set
forth in the Agreement.

Peoples Community was considered critically undercapitalized under
the regulatory framework for prompt corrective action.  Following
completion of the proposed transaction, the Bank expects to return
to a well capitalized status in accordance with the capital
restoration plan filed by the Bank with the Office of Thrift
Supervision on April 30, 2009.  The Bank will continue to conduct
banking operations from its two branches in Lebanon, Ohio, and
expects to retain approximately $325 million in assets, including
certain loans, investment securities and real estate assets as
well as certain liabilities.

The full-text copy of the Agreement is available at no charge at:

             http://ResearchArchives.com/t/s?3d19

                  Integra Bank Consent Letter

In connection with the Sale Agreement, Peoples Community received
a written consent from Integra Bank, N.A, regarding the Company's
$17.5 million obligation under an outstanding line of credit from
Integra that was due and payable on June 30, 2008.  Under the
letter, Integra consented to the Agreement and agreed to, among
other things, forbear and refrain from initiating or prosecuting
any action in any court to exercise any rights with respect to the
Bank's common stock, which is pledged to Integra to secure the
Company's line of credit, or exercise any other rights or remedies
available to Integra that would have the effect of hindering or
delaying the closing of the transactions contemplated under the
Agreement or effect the ability of the parties to consummate the
transactions contemplated by the Agreement.  The Consent is
irrevocable until the earlier of the closing date of the Agreement
or the termination of the Agreement.

                       Going Concern Doubt

The report of BKD, LLP, in Cincinnati, Ohio, the Company's
independent registered public accounting firm for the year ended
December 31, 2007, contained an explanatory paragraph as to the
Company's ability to continue as a going concern primarily due to
the Company's current lack of liquidity to repay its obligation
under an outstanding line of credit with Integra Bank, N.A.  The
line of credit is secured by all outstanding shares of common
stock of the Bank.

The audit report of Plante & Moran, PLLC, in Columbus, Ohio, for
the year ended December 31, 2008, also contained an explanatory
paragraph as to the Company's ability to continue as a going
concern.

For the year 2008, Peoples Community posted a net loss of $68.5
million compared to a net loss of $33.3 million for year 2007.  At
December 31, 2008, Peoples Community had $712.4 million in total
assets, $727.2 million in total liabilities, resulting in $14.8
million in stockholders' deficit.

On April 2, 2008, the Company and the Bank each consented to the
terms of Cease and Desist Orders issued by the OTS, which require
the Company and the Bank to, among other things, file with the OTS
updated business plans.  The Orders prohibit the Bank from paying
cash dividends to the Company without the prior consent of the OTS
and the Company will be able to rely upon only a limited amount of
existing cash and cash equivalents for its liquidity.  Without the
ability to rely on dividends from the Bank, the Company will
require funds from other capital sources to meet its obligations
such as restructuring or replacing the line of credit.

Peoples Community is evaluating various funding strategies to meet
its obligations, including restructuring its outstanding debt and
selling branch offices.  Any increase in the Company's outstanding
indebtedness will also require OTS approval.  The Company cannot
provide assurance that it will succeed in obtaining funds to meet
its financial obligations.  Failure to do so will have a material
adverse effect on, and impair the Company's business, financial
condition and ability to operate as a going concern.

                       Integra Loan Default

As of December 31, 2007, Peoples Community was not in compliance
with certain covenants of its line of credit with Integra.  On
June 30, 2008, the loan matured and was due in full.  Effective
July 24, 2008, the Company entered into a forbearance agreement
with Integra regarding its $17.5 million line of credit.  The
forbearance was negotiated to extend the repayment period and
allow the Company to structure a transaction which would result in
repayment of the $17.5 million line of credit.

On September 12, 2008, the Company entered into a purchase and
assumption agreement with a buyer and a third party, which
provided for the purchase of a substantial portion of the Bank's
assets, as well as the assumption of the Bank's deposits and
certain other liabilities.  The Company or the buyer could
terminate the Agreement if the closing of the transactions did not
occur by December 31, 2008.  By a letter dated December 29, 2008,
the buyer terminated its obligations under the Purchase Agreement.

By December 31, 2008, the Company and the third party entered into
a first amendment to the Purchase Agreement to extend the
Company's and third party's obligations under the Agreement to
January 31, 2009.  The Company and the third party reaffirmed
their representations and warranties and acknowledged that the
third party will require another financial institution acceptable
to the Office of Thrift Supervision to perform its or their
obligations under the Agreement.  No agreement was reached by
January 31, 2009.

On December 31, 2008, the Company and Integra extended the
forbearance period to January 31, 2009.  The forbearance period
has expired and the Company is in default on its line of credit
with Integra.  The matter remains unresolved.

                         OTS Tightens Grip

On April 28, 2009, the Bank consented to an Amended Order to Cease
and Desist issued by the OTS.  The Amended Order became effective
on April 29, 2009.  The Amended Order supplements and amends the
previously issued Cease and Desist Order issued by the OTS against
the Bank on April 2, 2008.  The Amended Order requires that the
Bank achieve by July 14, 2009 and maintain:

   (i) a Tier 1 (Core) Capital Ratio of at least 8%; and

  (ii) a Total Risk-Based Capital Ratio of at least 12%.

On April 30, 2009, the Bank filed its Thrift Financial Report for
the quarter ended March 31, 2009.  The report reflected the Bank's
capital under the framework for prompt corrective action at the
"critically undercapitalized" level.  The Bank may take these
corrective actions:

   -- Enter into any material transactions other than in the usual
      course of business, including any investment, expansion,
      acquisition, sale of assets, or similar action with respect
      to which the Bank is required to give notice to OTS;

   -- Extend credit for any highly leveraged transaction;

   -- Amend its charter or bylaws, except to the extent necessary
      to carry out any other requirement of any law, regulation,
      or order;

   -- Make any material change in accounting methods;

   -- Engage in any covered transaction;

   -- Pay excessive compensation or bonuses; or

   -- Make payments on subordinated debt.

On May 4, 2009, Peoples Community received written notification
from The Nasdaq Stock Market that based on the filing of its
Annual Report on Form 10-K for the fiscal year ended December 31,
2008, as filed with the U.S. Securities and Exchange Commission on
May 1, 2009, Nasdaq has determined that the Company now complies
with Nasdaq's Marketplace Rule 5250(c)(1).  Accordingly, the
Company's common stock is no longer subject to delisting.

Headquartered in West Chester, Ohio, Peoples Community Bancorp
Inc. (NasdaqGM: PCBI) -- http://www.pcbionline.com/-- is the
holding company for Peoples Community Bank, a federally chartered
savings bank with 19 full service offices in Butler, Warren and
Hamilton counties in southwestern Ohio and Dearborn and Ohio
counties in southeastern Indiana.


PHILADELPHIA NEWSPAPERS: Lawsuit Removal Hearing Set for June 16
----------------------------------------------------------------
John P. Connolly at The Bulletin reports that the Hon. Jean
FitzSimon of the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania has denied Philadelphia Newspapers LLC's motion for
an expedited hearing to push back a deadline to remove cases
against the Company by 120 days.

According to The Bulletin, Philadelphia Newspapers has several
lawsuits pending against it, and many of those cases are being
stayed until the Bankruptcy Court can determine how able the
Company is to deal with them.  The Bulletin relates that the
request for removal would remove the cases from their current
courts, so that the Bankruptcy Court can consider them.

Philadelphia Newspapers failed to adequately notify all parties
beforehand, The Bulletin quoted Judge FitzSimon as saying.
According to The Bulletin, Judge FitzSimon asked why Philadelphia
Newspapers had waited until the week of the deadline to file its
request for an extension.  The report says that Judge FitzSimon
decided to schedule a full hearing on the request for June 16,
2009.  The Court also orders the Company to have all parties
properly notified of the motion and hearing.

The Bulletin notes that the current preliminary injunction staying
the lawsuits against Philadelphia newspapers lasts until July 7,
and any deadline for removal notices should match that date.

Judge FitzSimon requires Philadelphia Newspapers to address the
matter on whether or not it is involved in the cases in question
with specificity by June 5.  Judge FitzSimon said that if she
grants an extension, it won't be more than 90 days.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products.  The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its certain affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Debtors listed assets and debts
of $100 million to $500 million.  The United States Trustee has
appointed a three-member Official Committee of Unsecured
Creditors, which is represented by Ben Logan, Esq., and other
lawyers at O'Melveny & Myers LLP.


PLASSEIN INT'L: Fee Paid to Raise LBO Money Not Avoidable
---------------------------------------------------------
WestLaw reports that a $1 million acquisition fee that a corporate
Chapter 7 debtor paid prior to its bankruptcy filing to a company
that raised the $79.8 million in capital that the debtor needed to
complete its leveraged buyout of other companies was supported by
"reasonably equivalent value," and was not avoidable by the
Chapter 7 trustee as constructively fraudulent to creditors under
Delaware law.  The fee was negotiated in good faith and at arm's
length and constituted less than 1.3% of the capital raised.  In
re Plassein International Corp., --- B.R. ----, 2009 WL 1334578
(Bankr. D. Del.).

Headquartered in Willington, Connecticut, Plassein International
Corp., a specialty plastic film and packaging company filed for
chapter 11 protection on May 14, 2003 (Bankr. D. Del. Case No.
03-11489).  Adam G. Landis, Esq., at Klett Rooney Lieber &
Schorling and Daniel C. Cohn, Esq., at Cohn Khoury Madoff &
Whitesell LLP represent the Debtors.  When the Company filed for
protection from its creditors, it listed more than $50 million in
assets and debts of over $100 million.  On Oct. 24, 2003, the
Court converted the Debtors' cases to chapter 7 liquidation
proceedings.  William A. Brandt, Jr., serves as the Chapter 7
Trustee.


POTLATCH CORPORATION: Fitch Withdraws 'BB+' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the
ratings on Potlatch Corporation.  Fitch will no longer provide
analytical coverage on PCH.  The Rating Outlook on all ratings is
Stable.

Ratings affirmed and withdrawn include:

  -- Long-term IDR 'BB+';
  -- Senior secured bank revolver 'BBB-';
  -- Secured debentures and secured medium term notes 'BBB-';
  -- Unsecured revenue bonds 'BB+'.


PREMIER SOCCER: Files for Chapter 7 Protection; Closes Stores
-------------------------------------------------------------
David Ranii at The News & Observer reports that Premier Soccer has
filed for Chapter 7 bankruptcy protection in the U.S. Bankruptcy
Court for the Eastern District of North Carolina.

According to court documents, Premier Soccer listed $100,001 to
$500,000 in assets and $100,001 to $500,000 in liabilities.

The News & Observer relates that Premier Soccer has closed its
equipment and apparel stores in Raleigh and Cary and will to
liquidate its assets.  Court documents say that the two stores
generated more than $1 million in revenue in 2007 and $966,498 in
2008.  TheNews & Observer states that this year's revenue to date
totaled $157,464.

The News & Observer quoted Bill Hanckel -- president and co-owner
of Hanckel Capital Group, the business that owns the two stores --
as saying, "It's a matter of the economy taking a downturn and
people being a lot more careful with their money. T he
discretionary spending wasn't there."

According to the News & Observer, Mr. Hanckel said that he had
talked with Premier Soccer's creditors about keeping the business
going as it entered the busy season, but "some of them would not
work with us."  Mr. Hanckel said that he was worried about
accepting orders for local soccer clubs and failing to deliver the
goods down the road, the News & Observer states.  "I didn't want
to get into July and August and then not deliver to customers who
have been customers of mine for seven years now.  It didn't make
sense, morally," the report quoted Mr. Hanckel as saying.

Premier Soccer is based in Virginia.


PRIMUS TELECOM: Posts $14MM Net Income for First Quarter 200
------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated, reported its
financial results for the quarter ended March 31, 2009.  "First
quarter 2009 net revenue was $194 million, down $9 million from
$203 million in the prior quarter and down $31 million from the
year ago quarter.  The $9 million revenue decrease as compared to
the prior quarter was comprised of a $5 million decrease from the
strengtheningof the United States dollar and a $7 million decrease
in retail services revenue, partially offset by a $3 million
increase in wholesale services revenue," said Thomas R. Kloster,
Chief Financial Officer.  "Exclusive of the effect from foreign
currency movements, the retail revenue declined in our major
operating units primarily as a result of reduced levels of
advertising and sales & marketing expenditures in the later part
of the fourth quarter 2008 and throughout the first quarter of
2009 and less absolute days and less business days in the quarter
ended March 31, 2009, as compared to the quarter ended
December 31, 2008.  Despite fewer days in the quarter, we continue
to experience strong growth and demand for our wholesale services
due to our expanded routing and pricing capabilities."

The year-over-year decline of $31 million is comprised of a
$41 million decline from foreign currency movements and a
$7 million decline from retail operations offset by a $17 million
increase in wholesale revenue.

The mix of net revenue for the quarter ended March 31, 2009 was
72% retail (48% residential and 24% business) and 28% wholesale.
The first quarter retail revenue mix of 72% compares to 74% and
82% in the prior and year-ago quarters, respectively.  Geographic
retail revenue mix, as a percent of total revenue, was comprised
of 27% from Australia, 27% from Canada, 7% from Europe and 11%
from the United States.

Net revenue less cost of revenue was $65 million or 33.5% of net
revenue in the first quarter as compared to $67 million and 33.1%
in the prior quarter and $84 million and 37.3% in the year-ago
quarter.  The sequential margin percentage improvement reflects
continued focus on network cost reduction.  The margin percentage
decline as compared to the prior year was partially influenced by
a higher percentage of total revenue from lower-margin wholesale
revenue.

Selling, general and administrative (SG&A) expense in the first
quarter was $45 million (23.2% of net revenue), a decrease from
the prior quarter expense of $52 million (25.6% of net revenue)
and down $24 million from $69 million (30.7% of net revenue) in
the year-ago quarter.  The first quarter 2009 SG&A expense
improvement as compared to the prior quarter reflects a $3 million
decline in advertising and other sales and marketing expenses, a
$2 million decline in salaries and benefits as a result of
continued headcount and related cost reductions, a $1 million
decline in occupancy, professional fees and other general and
administrative expenses and a $1 million decrease from the
strengthening of the United States dollar.

Income from operations was $14 million in the first quarter, an
increase of $7 million from the prior quarter and an increase of
$4 million from the year-ago quarter due to the margin percentage
and SG&A expense improvement.  First quarter 2009 Adjusted EBITDA,
as calculated in the attached schedule, was $20 million, as
compared to $15 million in the prior quarter and year-ago
quarters.  The improvements are primarily from reductions made to
SG&A expenses.

Interest expense for the first quarter 2009 was $11 million, down
$2 million from the prior quarter and down $4 million from the
year-ago quarter.  The sequential and year-over-year decrease is
attributable to debt reduction transactions in prior periods and a
lower variable interest rate on our secured term loan.
Additionally, as per SOP 90-7, interest for debt obligations that
are subject to compromise under the proposed consensual financial
restructuring has not been accrued since the Petition Date.

Net income was $14 million in the first quarter 2009 (including a
$17 million gain from reorganization items as a result of the
bankruptcy filing and a $3 million loss on foreign currency
transactions primarily from intercompany debt agreements), as
compared to net losses of $35 million in the fourth quarter 2008
(including a $34 million loss on foreign currency transactions)
and of $3 million in the first quarter 2008 (including a
$2 million gain on foreign currency transactions).

Basic and diluted net income per common share were $0.10 and
$0.08, respectively, in the first quarter 2009 as compared to
basic and diluted net loss per common share of ($0.25) in the
prior quarter and basic and diluted net loss per common share of
($0.02) in the year-ago quarter.  Adjusted Diluted Net Income Per
Common Share, as calculated in the attached schedule, was $0.00
for the first quarter 2009 compared to a loss of ($0.02) for the
fourth quarter 2008 and ($0.07) in the year-ago quarter.

                 Liquidity and Capital Resources

PRIMUS ended the first quarter 2009 with an unrestricted cash
balance of $32 million, down $5 million from $37 million as of the
end of the fourth quarter 2008.  Cash uses were comprised of
$11 million on debt coupon and other interest payments, $4 million
for reorganization costs, $4 million for working capital and the
effect of foreign currency exchange rates, $3 million for capital
expenditures and $3 million for scheduled debt principal
reductions.  These declines were offset by $20 million of Adjusted
EBITDA.

As of March 31, 2009, the Company had $306.0 million in total
assets and $$749.3 million in total liabilities, resulting in
$443.3 million in stockholders' deficit.

Free Cash Flow for the first quarter 2009, as calculated in the
attached schedule, was $2 million (with $5 million provided by
operating activities and $3 million utilized for capital
expenditures) as compared to negative $1 million in the prior
quarter and negative $14 million in the year-ago quarter.

The principal amount of PRIMUS's long-term debt obligations (both
current and non-current portions) as of March 31, 2009, was
$136 million, which excludes liabilities that are subject to
compromise under the Company's plan of reorganization.  Per SOP
90-7, obligations subject to compromise under the reorganization,
totaling $451 million, have been accounted for as Liabilities
Subject to Compromise on the consolidated balance sheet and
therefore excluded from long-term obligations.  However, not all
of the $451 million of the Liabilities Subject to Compromise are
expected to be relieved.  The Company's proposed plan of
reorganization contemplates $124 million of debt, in addition to
the $136 million, to be reinstated.

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- is an integrated communications
services provider offering international and domestic voice,
voice-over-Internet protocol (VOIP), Internet, wireless, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and Western Europe.  PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 500 points-of-presence (POPs)
throughout the world, ownership interests in undersea fiber optic
cable systems, 18 carrier-grade international gateway and domestic
switches, and a variety of operating relationships that allow it
to deliver traffic worldwide.  Founded in 1994, PRIMUS is based in
McLean, Virginia.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No. 09-
10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.


QUEBECOR WORLD: Creditors to Vote on Canadian Plan June 18
----------------------------------------------------------
The Honorable Robert Mongeon of the Quebec Superior Court of
Justice authorized Quebecor World, Inc., to convene a meeting of
creditors on June 18, 2009, for the solicitation of votes for
acceptance of QWI's Plan of Reorganization and Compromise.

Judge Mongeon ruled that any claims filed against QWI will be
dealt with in accordance with the claims procedure order, the
Compromise Plan, and the Canadian Companies' Creditors Arrangement
Act.  Any claims against Quebecor World (USA), Inc., and its
affiliates who filed reorganization proceedings under Chapter 11
of the U.S. Bankruptcy Code will be dealt with in accordance with
the U.S. Plan of Reorganization.

On or before June 10, 2009, Ernst & Young, Inc., as the appointed
monitor of QWI's CCAA proceeding, will have filed a report on the
Canadian Plan and on QWI's business and financial affairs with the
Canadian Court.

If the Canadian Plan has been accepted by the required majorities,
QWI will file a motion before the Canadian Court on June 30, 2009,
seeking an order sanctioning the Canadian Plan.  Any person
intending to object to the Sanction Motion must file with the
Canadian Court an objection on June 25.

A full-text copy of the Creditors' Meeting Order is available for
free at http://bankrupt.com/misc/creditorsmeetingorder.pdf

A full-text copy of the Canadian Plan, dated May 18, 2009, is
available for free at:

      http://bankrupt.com/misc/qwi_may18ccaaplan.pdf

A full-text copy of the Liquidation Analysis accompanying the
Canadian Plan is available for free at:

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

A full-text copy of the Financial Projections accompanying the
Canadian Plan is available for free at:

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

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.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Court Extends Exclusive Periods Until July 21
-------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York extended until July 21, 2009, the period
within which Quebecor World (USA), Inc., and its debtor-affiliates
have exclusive rights to file a plan of reorganization and solicit
acceptances of that plan.

As reported by the Troubled Company Reporter on May 19, 2009, the
Quebecor World, Inc., and certain of its affiliates, who filed
insolvency proceedings under the Canadian Companies' Creditors
Arrangement Act, have 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.

The Honorable Robert Mongeon of the Quebecor Superior Court
(Commercial Division) has extended 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.

Judge Peck will convene a hearing on June 30, 2009, at 10:00 a.m.,
to consider confirmation of the plan of reorganization filed by
Quebecor World (USA), Inc., and its debtor affiliates.  Objections
to the confirmation of the Plan are due June 19.

Judge Peck approved on May 18, 2009, the Disclosure Statement
explaining the Debtors' Plan after determining that the Disclosure
Statement contains adequate information as defined in Section
1125(a) of the Bankruptcy Code.  Approval of the Disclosure
Statement is a greenlight for the Debtors to start soliciting
votes for acceptance of their Plan.

The Bankruptcy Court also approved the Debtors' request to enter
into a $750 million exit financing.

The Debtors 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.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Plan Confirmation Hearing Set for June 30
---------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing on June 30, 2009, at
10:00 a.m., to consider confirmation of the plan of reorganization
filed by Quebecor World (USA), Inc., and its debtor affiliates.
Objections to the confirmation of the Plan are due June 19.

Judge Peck approved on May 18, 2009, the Disclosure Statement
explaining the Debtors' Plan after determining that the Disclosure
Statement contains adequate information as defined in Section
1125(a) of the Bankruptcy Code.  Approval of the Disclosure
Statement is a greenlight for the Debtors to start soliciting
votes for acceptance of their Plan.

Judge Peck designates May 8, 2009, as be the Voting Record Date
for determining (a) the creditors and interest holders, including
"holders of stocks, bonds, debentures, notes and other securities"
that are entitled to receive the Solicitation Package pursuant to
the Solicitation Procedures; (b) the creditors and interest
holders entitled to vote to accept or reject the Plan; and (c)
whether claims or interests have been properly transferred to an
assignee pursuant to Rule 3001(e) of the Federal Rules of
Bankruptcy Procedures that that the assignee can vote as the
holder of the claim or equity interest.

             Plan & Disclosure Statement Amendments

Consistent with the cross-border nature of the operation and
management of the Debtors' and Quebecor World, Inc.'s business,
the Plan of Reorganization, together with the Plan of Compromise
filed in QWI's Canadian Companies' Creditors Arrangement Act
proceedings, contemplates a coordinated resolution and
restructuring of the obligations of the Debtors and QWI.

On May 18, 2009, the Debtors filed a third amended Plan and
Disclosure Statement to incorporate agreements the Debtors entered
into with several major parties of their bankruptcy case.  The
Third Amended U.S. and Canadian Plan together provides that the
lenders under the Syndicate Agreement and the holders of the
SocGen Claims, together with the holders of the Senior Notes and
the other holders of claim against the non-operating Debtors and
QWI, will share in the New Equity Securities to be issued on the
Effective Date.

The Syndicate Claims other than the BNPP F/X Claim will be finally
allowed in an aggregate amount equal to $725,538,481, instead of
$725,410,852 as contemplated by the Second Amended Plan.  After
giving effect to the Syndicate Compromise but prior to giving
effect to the Syndicate Private Notes Contribution, the holders of
Allowed Syndicate Claims will receive on the Effective Date a
total Class 1 Recovery of (i) $47,155,754 shares of New Common
Stock, (ii) the portion of the Syndicate/SocGen Cash Distribution
allocable to the holders of Class 1 Claims constituting Syndicate
Claims, except as reduced to the extent permitted under the
definition of "Syndicate/SocGen Cash Distribution;" and (iii) the
portion of the minimum of 12,500,000 shares of New Preferred Stock
allocable to the holders of Class 1 Claims constituting Syndicate
Claims.

In this regard, holders of the Syndicate Claims and the SocGen
Claims are being allocated a disproportionately greater number of
New Equity Securities than the number being allocated to holders
of the Senior Notes and the other holders of unsecured claims
against the non-operating Debtors and QWI on account of the lien
and guarantee rights asserted by the holders of the Syndicate and
SocGen Claims.

Holders of Claims against the non-operating Debtors will, and in
lieu of a share of the New Equity Securities, receive an enhanced
recovery in the form of New Unsecured Notes that will be issued by
QWCC and guaranteed by Reorganized QWI.

With respect to the SocGen Claims, the Debtors are disputing those
Claims and the Plan provides that the recovery would otherwise be
distributable to the holders of the SocGen Claims on the Effective
Date will instead be reserved until final resolution of the
validity and priority of the SocGen Claims.

The Amended Plan also provides for a class of Convenience Claims
into which each creditor may elect and receive, on account of all
Claims of those creditors, the greater aggregate of those Claims
or $2,500.  Secured Claims are unimpaired and will receive a full
recovery.

The Amended Plan further contemplates the formation of a
Litigation Trust to continue a currently pending adversary
proceeding against the holders of the Private Notes, which
proceeding seeks the recovery of approximately $376 million paid
to those noteholders within 90 days prior to the Petition Date,
with any recovery to be shared among the holders of the Syndicate
Claims, the SocGen Claims, the holders of the Senior Notes, and
the other holders of unsecured claims against the non-operating
Debtors and QWI.

A blacklined version of the 3rd Amended Plan is available for free
at http://bankrupt.com/misc/qwi3rdplan.pdf

A blacklined version of the 3rd Amended Disclosure Statement is
available for free at http://bankrupt.com/misc/qwi3rdds.pdf

                Voting & Balloting Procedures Okayed

Judge Peck also approved solicitation procedures and a timeline
for the solicitation and confirmation of the Debtors' Plan:

   June 8, 2009    -- Deadline for filing Plan Exhibits

   June 18, 2009   -- Voting Deadline

   June 19, 2009   -- Deadline for filing Plan Objections

   June 26, 2009   -- Debtors' Deadline to file reply to
                      Plan Objections

   June 30, 2009   -- Confirmation Hearing

The Debtors may extend the Voting Deadline, if necessary, without
further Court order, to a date that is no later than six Business
days before the Confirmation Hearing; provided that notice of the
extension will be provided to voting creditors.

Plan objections must (a) be in writing; (b) state with
particularity the grounds for the objection; (c) state the name
and address of the objecting party and the notice of the claim or
interest of the party; and (d) be filed with the Court and served
on the following Notice Parties so that it is actually received by
the Plan Objection Deadline.

Pursuant to the Solicitation Procedures, in light of the Debtors'
election to treat their estates as consolidated for purposes of
tabulating voting results, all Ballots will be counted as if filed
against a single consolidated estate, and any obligation of any of
the Debtors, and all guarantees thereof by or enforceable against
any other Debtors, and, for voting purposes, any joint and several
liability of the Debtors, will be treated as a single obligation
in the amount of the obligation of the primary obligor.

The Voting Agent is authorized to provide for the tabulation of
acceptances and rejections of the Plan on a Debtor-by-Debtor basis
so that the Debtors may tabulate votes on a non- consolidated
basis if necessary.  In that event, the Debtors will not be
required to re-solicit votes, as the Debtors will tabulate votes
as if each Debtor proposed a separate plan of reorganization.

To the extent that any creditor entitled to vote in a given Class
has filed duplicate claims to be voted in that Class, that
creditor will be provided, to the extent possible, with only one
Solicitation Package and one Ballot on account of that those
duplicate claims, which Ballot will be attributed a single vote in
the amount of one of those duplicate claims.

The Court also approved the forms of Ballots in substantially the
same format as the Official Form No. 14, the Non-Voting Notice,
the Disputed Claim Notice, and the Confirmation Hearing Notice.

The Plan provides that holders of General Unsecured Claims that
(a) otherwise would be classified in Class 3 or Class 4 under the
Plan and (b) have an aggregate face amount of more than $2,500 may
elect to reduce the aggregate amount of all Class 3 or Class
4 claims to $2,500, and obtain treatment of all of Class 3 or
Class 4 claims, as reduced, as a single Claim in Class 5 for
purposes of distribution under the Plan.

All Ballots must be properly executed, completed and delivered by
(a) first class mail, in the return envelope provided with each
Ballot, (b) overnight courier, or (c) personal delivery, so that
the Ballots are actually received, in any case, by the Voting
Agent, no later than the Voting Deadline at these addresses:

   If by regular mail:
      Donlin, Recano & Company, Inc.
      Re: Quebecor World (USA) Inc., et al.
      Attn.: Voting Department
      P.O. Box 2034, Murray Hill Station
      New York, NY 10156-0701

   If by hand delivery or overnight courier:
      Donlin, Recano & Company, Inc.
      Re: Quebecor World (USA) Inc., et al.
      Attn.: Voting Department
      419 Park Avenue South, Suite 1206
      New York, NY 10016

               Procedures for Assumption/Rejection
                     of Contracts and Leases

The Court also approved procedures for assumption, assumption and
assignment, and rejection of contracts and leases.  The Debtors
will file, as an exhibit to the Plan, a schedule of contracts and
leases to be assumed, assigned, or rejected.  The schedule will
identify each contract and lease, the counterparty, and the
Debtors' calculation of the cure amount, if any, in connection
with the assumption of contracts and leases, among others.

The Debtors will serve a copy of the Schedule of Assumed and
Rejected Contracts and Leases upon each of the counterparties
listed on the Schedules, together with Notices of Assumption or
Rejection of Contracts and Leases.  The Debtors may amend the
Schedules to add or remove contracts and leases.

The Cure Amount, if any, associated with each of the Assumed
Contracts and Leases will be satisfied, pursuant to Section
365(b)(1), at the option of the applicable Debtor or Reorganized
Debtor (a) by payment of the Cure Amount in Cash on the Effective
Date; or (b) on other terms as are agreed to by the parties to the
Assumed Contract or Assumed Lease.

Any Claim for damages arising from the rejection of a Rejected
Contract or Rejected Lease must be filed within 30 days after the
date of an order authorizing the Debtors to reject the Rejected
Contract or Rejected Lease, or all rights to rejection damages
under the Rejected Contract or Lease will be deemed waived.

If a counterparty to an Assumed or Rejected Contract or Assumed
Lease disputes or objects to (a) the Cure Amount, (b) the ability
of the applicable Debtor or any assignee to provide "adequate
assurance of future performance" under the Assumed Contract or
Assumed Lease, or (c) any other matter pertaining to the
assumption or rejection of the contract or lease, the counterparty
to the Assumed Contract or Assumed Lease must file an objection
with the Bankruptcy Court and serve that objection
on:

   -- counsel to the Debtors;

   -- counsel to the Official Committee of Unsecured Creditors

   -- counsel to the Ad Hoc Group of Noteholders;

   -- counsel to the Prepetition Agent, as administrative agent
      for the Prepetition Bank Lenders; and

   -- counsel to the Monitor for Quebecor World, Inc.'s
      proceedings under the Canadian Companies' Creditors
      Arrangement Act.

An Assumption Objection based solely on the Debtors' proposed Cure
Amount will not prevent or delay the Debtors' assumption and
assignment of any Assumed Contract or Assumed Lease.  In the event
that a counterparty objects to the assumption of an Assumed
Contract or Assumed Lease based solely on the Cure Amount, the
Debtors may, in their sole discretion, reserve an amount equal to
the Cure Amount shown on the Schedule of Assumed Contracts and
Leases, pending further order of the Bankruptcy Court determining
the appropriate Cure Amount.

Any counterparty to an Assumed or Rejected Contract or Lease that
fails to object timely to the Cure Amount or the proposed
assumption or rejection will be deemed to have consented to the
Cure Amount and to the proposed assumption, assignment, or
rejection.  The Debtors will reserve the right to reject and
nullify the assumption of any executory contract or unexpired
lease no later than five days after entry of a Final Order
determining the Cure Amount or the nature of any adequate
assurance of future performance required to assume the Assumed
Contract or Assumed Lease.

The Cure Amount for an Assumed Contract or an Assumed Lease will
be paid directly to the counterparty to the Assumed Contract or
Assumed Lease and not to the current holder of a Claim underlying
or related to the Cure Amount.

The Debtors, prior to the entry of the order approving the
solicitation procedures, filed a revised Disclosure Statement
Order, providing, among others, that holders of General Unsecured
Claims that would be classified in Class 3 or 4 under the Plan and
have an aggregate face amount of more than $2,500 may elect to
reduce the aggregate amount of all the Class 3 or 4 Claims to
$2,500 and obtain treatment of all Class 3 or 4 Claims, as
reduced, as a single Claim in Class 5 for purposes of distribution
under the Plan.  Holders of Senior Note Claims will not be
entitled to make the Convenience Class Election.

A blacklined version of the Revised Proposed Disclosure Statement
Order is available for free at:

       http://bankrupt.com/misc/qwirevisedproposeddsord.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.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


RAM REINSURANCE: S&P Downgrades Senior Unsecured Debt to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit, financial strength, and financial enhancement
ratings on RAM Reinsurance Co. Ltd. to 'BBB-' from 'A+'.

Standard & Poor's also said that it lowered its senior unsecured
debt and preference stock ratings on holding company RAM Holdings
Ltd. to 'BB-' and 'C', respectively, from 'BBB' and 'BB+'.

In addition, Standard & Poor's placed most of these ratings on
CreditWatch with negative implications.

These rating actions are a result of RAM Re's recent strategic and
tactical decisions.  "Specifically, RAM Re has adopted a strategy
of not writing any new business until market conditions stabilize,
effectively putting the company into run-off," noted Standard &
Poor's credit analyst Dick P. Smith.  "Our criteria typically
limit the financial strength ratings on operating companies in
run-off to no higher than 'BBB'."

In S&P's opinion, the company's decision to cease being an SEC-
registered company, which means that it no longer will be required
to file financial statements regularly, has hurt its financial
flexibility.  More importantly, RAM Re recently announced that it
had suspended dividends on the holding company's preference shares
and will suspend dividends following the June 2009 payment on the
operating company's preference shares.  Although these actions
will preserve capital, they also reduce the company's financial
flexibility and appear to favor common shareholder interests over
those of other stakeholders.  As a result, we've also lowered
S&P's rating on RAM Holdings Ltd.'s preference shares, reflecting
the immediate suspension of the dividend.  In addition, S&P
lowered the rating on RAM Re's preference shares, reflecting the
company's announcement that dividends will be suspended following
the June 15, 2009, payment.

"We placed the ratings on CreditWatch negative pending a full
review of the company's capital position," Mr. Smith added.
Recently, the company has completed commutations and reinsurance
take-backs that have dramatically altered its outstanding
portfolio and capital base.  S&P will review whether these actions
have resulted in a change to S&P's assessment of the company's
capital adequacy to the point where it is no longer consistent
with these revised ratings.


REGENT COMMUNICATIONS: Qualified Opinion Cues Default Interest
--------------------------------------------------------------
Regent Communications, Inc., said that on May 8, 2009, it received
a letter from Bank of America, N.A., as the administrative agent
of certain lenders under the Company's Credit Agreement dated as
of November 21, 2006, as amended.  The letter stated that BofA
intends to impose a default rate of the interest under the Credit
Agreement because of a going concern opinion by the auditor.

The Company was previously notified by BofA on April 1, 2009, that
BofA considers the Company's delivery of audited financial
statements for the fiscal year ended December 31, 2008, which
contained a going concern limitation in the auditors' report, to
be a "Specified Default" under the Credit Agreement.  Because the
Specified Default continued unremedied for 30 days after the
April 1st Notice, the BofA Letter asserts the existence of an
Event of Default under the Credit Agreement for the Company's
failure to comply with the terms contained in Section 7.1(a) of
the Credit Agreement for the fiscal year ended December 31, 2008.

BofA informed the Company that in accordance with the terms of the
Credit Agreement, it has elected to impose the default rate of
interest under the Credit Agreement.  From and after May 8, 2009
for so long as any one or more Events of Default will be
continuing (a) the entire unpaid principal amount of all of the
Loans will bear interest at a rate per annum equal to the rate
otherwise applicable plus the additional 2% default rate, and (b)
all other overdue amounts will bear interest at a rate per annum
equal to the Base Rate plus the Applicable Margin for Revolving
Loans that are Base Rate Loans plus the additional 2% default
rate, in each case, as more particularly described in the Credit
Agreement.

The BofA Letter further informed the Company that (a) unless and
until the Specified Default is remedied in accordance with the
terms of the Credit Agreement, the lenders will make no additional
Credit Extensions pursuant to the terms of the Credit Agreement,
and (b) the lenders have not waived the Specified Default or the
conditions to making additional Credit Extensions.  On behalf of
the lenders and secured parties, BofA specifically reserved all of
the continuing rights and remedies of the secured parties under
the Credit Agreement and related Loan Documents and with respect
to the Collateral and under applicable law as a result of the
occurrence and continuation of any Event of Default.

A copy of the BofA Letter is available at:

         http://researcharchives.com/t/s?3d01

                 Negotiations with Lenders Ongoing

The Company said it is currently in negotiations with BofA and the
other parties to the Credit Agreement to amend certain of the
financial ratios and other covenants contained in the Credit
Agreement in order to regain compliance.  The Company, however,
cannot guarantee that it will be able to negotiate an amendment to
the Credit Agreement.  If the Company is unable to negotiate an
amendment, the lenders and secured parties to the Credit Agreement
could accelerate the full amount of the outstanding debt to
currently payable and proceed against available collateral pledged
pursuant to the terms of the Credit Agreement and related Loan
Documents.  If the Company is able to negotiate an amendment to
the Credit Agreement, that amendment could contain terms
unfavorable to the Company and could result in the imposition of
additional finance fees and higher interest charges.  Those
charges could have a material effect on the Company's future cash
flows, results of operations or financial condition.

                       First Quarter Results

Regent Communications reported a net loss of $32,507,000 on
broadcast revenues, net of agency commissions, of $18,263,000 for
three months ended March 31, 2009.  It reported a $3,010,000 net
loss on revenues of $20,833,000 during the same period in 2008.

The Company had assets of $182,632,000 against debts of
$214,958,000 as of March 31, 2009.

A copy of the Company's Form 10-Q is available for free at:

               http://researcharchives.com/t/s?3d02

During the year ended Dec. 31, 2008, the Company incurred a net
loss of $118,991,000 on revenues of revenues of $96,340,000.
Operating loss was $43,333,000.

The Company noted that its credit agreement contains certain
financial and other covenants, which, among other things, require
Regent to maintain specified financial ratios, and imposes certain
limitations on the Company with respect to lines of business,
mergers, investments and acquisitions, additional indebtedness,
distributions, guarantees, liens and encumbrances.  Indebtedness
under the credit agreement is secured by a lien on substantially
all of the Company's assets and of the subsidiaries, by a pledge
of the operating and license subsidiaries' stock and by a
guarantee of the subsidiaries.  Regent's ability to meet certain
of these financial ratios has been affected by economic trends
that have caused a general downturn in the advertising sector,
including advertising on the Company's radio stations.  The
likelihood that the Company would not be able to meet certain
financial ratios during the 2009 year and the possibility that the
Company's lenders could require that repayment of the outstanding
debt under the credit agreement be accelerated to currently
payable, created substantial doubt about the Company's ability to
continue as a going concern.

Accordingly, the Report of Independent Registered Public
Accounting Firm issued by the Company's auditors for the 2008 year
contained an explanatory paragraph regarding the uncertainty.
Under the terms of the credit agreement, any audit report
containing going concern language constitutes a default under the
agreement.

                    About Regent Communications

Regent Communications, Inc., is a radio broadcasting company
focused on acquiring, developing and operating radio stations in
mid-sized markets.  The Company owns 49 frequency modulation (FM)
and 13 amplitude modulation (AM) radio stations in 13 markets in
Colorado, Illinois, Indiana, Kentucky, Louisiana, Michigan,
Minnesota, New York and Texas.  The Company's revenue is generated
from the sale of local, regional and national advertising for
broadcast on its radio stations.  During the year ended
December 31, 2008, approximately 86% of the Company's net
broadcast revenue was generated from the sale of locally driven
advertising.

Deloitte & Touche LLP, Regent's auditors, had raised doubt whether
the company could continue as a going concern in its 10-K, based
on their lack of certainty whether Regent could remain within
financial covenant compliance in 2009.

As reported by the TCR on April 29, 2009, Standard & Poor's
Ratings Services lowered its corporate credit rating on Covington,
Kentucky-based Regent Communications Inc. to 'CCC' from 'CCC+'.


RENEW ENERGY: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Renew Energy LLC submitted to the U.S. Bankruptcy Court for the
Western District of Wisconsin their schedules of assets and
liabilities, and statements of financial affairs, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                 $7,210,323
  B. Personal Property           $181,743,647
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $157,756,499
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $265,510
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $36,388,564
                                  -----------    ------------
       TOTAL                     $188,953,970    $194,410,573

A full-text copy of the Debtors' schedules of assets and debts is
available for free at http://ResearchArchives.com/t/s?3d21

A full-text copy of the Debtors' statements of financial affairs
is available for free at http://ResearchArchives.com/t/s?3d22

Headquartered in Jefferson, Wisconsin, Renew Energy LLC Jefferson
Junction LLC -- http://www.renewenergyllc.com/-- operates an
ethanol plant facility.  The company filed for Chapter 11
protection on January 30, 2009 (Bankr. W.D. Wis. Case No.
09-10491).  Christopher Combest, Esq., at Quarles & Brady LLP,
represents the Debtor in its restructuring efforts.  William T.
Neary, the United States Trustee for Region 11, appointed five
creditors to serve on an Official Committee of Unsecured Creditors
of Renew Energy LLC.  When the Debtor filed for protection from
its creditors, it listed asset and debts between $100 million to
$500 million each.


SAKS INCORPORATED: Fitch Assigns 'B/RR3' on $105 Mil. Notes
-----------------------------------------------------------
Fitch Ratings has assigned a 'B/RR3' rating to Saks Incorporated
$105 million 7.5% convertible notes due to Dec. 1, 2013.  The
Rating Outlook is Negative.  Proceeds from the issuance will be
used to pay down amounts outstanding under its $500 million credit
facility and for general corporate purposes.

Fitch currently rates Saks:

  -- Long-term Issuer Default Rating 'B-';
  -- Senior secured bank credit facility 'BB-/RR1';
  -- Senior unsecured notes 'B/RR3'.

The ratings reflect the considerable weakness in luxury department
store sales and the resulting pressure on operating margins, free
cash flow and credit metrics.  The Negative Outlook reflects that
in a more severe or prolonged challenging sales environment,
liquidity could be pressured.

While the new convertible bonds provide additional liquidity and
first quarter results were encouraging from a gross margin and
cost management perspective - which resulted in a small operating
(EBIT) profit of $2.5 million after three consecutive quarters of
declining profitability - the operating environment remains highly
uncertain.  Comparable store sales have declined in the mid-20s
for the first four months of 2009 and Fitch expects that
comparable store sales for the luxury retailers could decline in
the low-to-high teens range for the remainder of 2009.  In this
case, Saks' EBITDA and credit metrics will remain under
significant pressure this year.  These expectations incorporate
the recent actions Saks has taken to manage inventory levels,
store expenses and capital expenditures.  For the 12 months ended
May 2, 2009, Saks' EBITDA was negative $28 million and adjusted
debt/EBITDAR deteriorated to 20.0 times (from 13.0x at the end of
2008 and 4.2x at the end of 2007) and EBITDAR coverage of interest
and rents stood at 0.5x (from 0.8x and 2.3x, respectively).

The ratings on the company's $500 million secured bank facility
and the senior unsecured notes are derived from the IDR and the
relevant recovery rating.  Fitch's recovery analysis assumes a
liquidation value in a distressed scenario of approximately $900
million.  Saks' senior credit facility, which is secured by
inventories and certain receivables, is rated 'BB-/RR1',
indicating outstanding (90%-100%) recovery prospects.  The
facility terminates in September 2011 and is not subject to any
covenants unless the availability falls below $60 million.  At
that time, it is subject to a fixed-charge coverage ratio of at
least 1:1.  With the company's current fixed-charge coverage ratio
below 1.0x, borrowings on the facility are limited to the lower of
a) $440 million or b) its calculated borrowing base minus $60
million (which could be lower during seasonally low inventory
periods given the significant decline in inventory receipts this
year).  As of May 2, 2009, Saks had approximately $195 million in
borrowings under its credit facility.  The senior unsecured notes
are rated 'B/RR3', indicating good recovery prospects (51%-70%).
Debt maturities are $0 in 2009, $46 million in December 2010 and
$142 million in October 2011.  The company's significant real
estate holdings, which include its Fifth Avenue New York City
store, provide a source of liquidity for the company.


SHERIDAN GROUP: S&P Cuts Corporate Credit Rating to 'B' From 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Service lowered its corporate credit and
senior secured debt ratings on Hunt Valley, Maryland-based The
Sheridan Group Inc., to 'B' from 'B+'.  At the same time, S&P
placed the ratings on CreditWatch with negative implications.

The ratings downgrade reflects S&P's updated view that operating
performance in 2009 will be worse than S&P previously expected.
While S&P believes management has made strides in managing
expenses, S&P is concerned that a weak operating environment will
continue to pressure earnings.

"Our ratings now assume that EBITDA in 2009 will fall in the
midteens percent area, resulting in leverage of around 5x, which
is weak for the previous rating given our current view of the
company's business profile," said Standard & Poor's credit analyst
Ariel Silverberg.  "Our expectation for 2009 performance stems
from our assumption that Sheridan will continue to experience
volume declines across all of its segments, including books and
journals, resulting in a midteens percent revenue decline in
2009," she continued.  As of March 31, 2009, adjusted debt to
EBITDA was 4.3x, and EBITDA coverage of interest was 2.1x.

The CreditWatch listing reflects the uncertain status around
Sheridan's revolving credit facility.  Standard & Poor's had
previously expected lenders to renew or significantly extend it
before its May 15, 2009, maturity date.  Current lenders extended
the facility maturity date to June 25, 2009, while the company
continues to negotiate a longer-term solution with its banks.

In resolving S&P's CreditWatch listing, S&P will monitor
management's progression with respect to negotiating a new
revolving facility, and assess the new terms of the facility.


S&K FAMOUS: Starts Going-Out-of-Business-Sale
---------------------------------------------
Eric Anderson at Times Union reports that S&K Famous Brands Inc.
started a going-out-of-business sale on Thursday.

Times Union quoted S&K Famous chief restructuring officer Jonathan
Tibus as saying, "In spite of our best efforts, the current
economic climate left us with no choice but to close down the
business.  We'd like to thank all of our employees for their hard
work and all of our loyal customers for their years of patronage."

S&K Famous has stores at Crossgates Mall, Rotterdam Square Mall,
and Wilton Mall.

Headquartered in Glen Allen, Virginia, S & K Famous Brands, Inc. -
- http://www.skmenswear.com/-- sells men's swimwear.  The Debtor
filed for Chapter 11 protection on February 9, 2009 (Bank. E.D.
Va. Case No. 09-30805).  Lynn L. Tavenner, Esq., Paula S. Beran,
Esq., at Tavenner & Beran, PLC and McGuireWoods LLP represent the
Debtor in its restructuring efforts.  Its financial advisor is
Alvarez & Marsal North America LLC.  The Debtor's DIP Lender is
Wells Fargo Retail Finance LLC as administrative and collateral
agent.  The Debtor listed total assets of $41,440,100 and total
debts of $35,499,00.


SONIC AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit rating on Charlotte, North Carolina-based Sonic
Automotive Inc. to 'CCC+' from 'SD' (selective default).  The
rating action reflects S&P's assessment of the company's new
capital structure, maturity schedule, liquidity profile, and other
financial and business risk factors following its recently
completed debt exchange, which S&P deemed tantamount to a default.
The outlook is developing.

At the same time, S&P assigned its 'CCC-' issue rating and a '6'
recovery rating to the company's $86 million second-lien senior
secured convertible notes due May 15, 2012.  Sonic recently
exchanged its 5.25% convertible senior notes, due May 7, 2009, for
a mix of new debt securities, common equity, and cash.  S&P
withdrew the rating on the 5.25% convertible debt.

"The ratings on Sonic reflect the company's very tight liquidity
and high leverage while the recession has reduced profitability,"
said Standard & Poor's credit analyst Nancy Messer.  Light-vehicle
sales for the North American auto retailers have reached a multi-
decade low, and the continuing recession has caused consumers to
defer some vehicle parts and service visits that are key profit
and cash flow makers for the rated auto retailers.  Furthermore,
S&P believes the Chrysler LLC bankruptcy and the possible
bankruptcy of General Motors Corp. in the weeks ahead have created
additional uncertainty in the auto market.

Although Sonic successfully completed an exchange for its May 2009
maturity, serious near-term financing maturities remain.  The weak
credit markets, in S&P's view, make the near-term outlook for
speculative-grade debt issuance or refinancing more challenging.
The ratings on Sonic also reflect the company's high debt, low
cash flow protection measures, and a weak business risk profile as
one of several large consolidators in the highly competitive U.S.
auto retailing industry.  Sonic operates dealership franchises in
about 15 states, including in the fast-growing but now pressured
markets in the Southeast, West, and Southwest.  More than 80% of
Sonic's total new-vehicle revenue comes from import and luxury
vehicles, which tend to have a fairly loyal customer base for
vehicle maintenance.

The rated auto retailer group faces heightened business challenges
in the recession, including:

  -- Structural changes to the domestic auto market;

  -- Deeper-than-typical cyclical auto sales declines;

  -- Tight consumer credit, poor consumer sentiment, and high
     unemployment;

  -- Tough competition for retail sales fostered by excess
     production capacity;

  -- Thin profit margins, typical of retail businesses; and

  -- Weak bargaining power with automakers because of heavy
     dependence on a few large manufacturers.

As a result of these factors, 2008 vehicle sales dropped sharply
year over year, and S&P expects new light-vehicle sales to drop an
additional 27% in 2009, to 9.6 million units.  S&P estimate new-
vehicle sales will improve to 11.4 million units in the U.S. in
2010, but this would still be well below the weak levels of 2008.

In this downturn, all the large auto retailers, including Sonic,
are depending on their diverse revenue streams to mitigate lower
vehicle sales revenues.  For first-quarter 2009, Sonic's revenue
stream consisted of new-vehicle retail sales (50%), used-vehicle
sales (27%), P&S sales (20%), and finance and insurance (3%).

In S&P's view, Sonic could generate a small amount of positive
free cash flow because S&P expects it to spend very little on
acquisitions, capital expenditures, and stock repurchases this
year, but S&P does not expect any free cash flow to be sufficient
to reduce debt significantly.  Divestiture of certain dealerships
could provide cash, but S&P thinks current depressed market prices
will limit cash realization prospects.  The company suspended its
dividend to shareholders in early 2009.

The developing outlook reflects the likelihood that S&P could
raise or lower the ratings in the year ahead.  The outlook
reflects S&P's concern that the duration of the economic downturn
and tight credit markets could impede Sonic's ability to refinance
its various near-term debt obligations.

S&P could lower the rating if the company is unable to refinance
its credit facility commitment before February 2010, when it
expires.  S&P could also lower the rating if Sonic is not able to
refinance at least 85% of its 4.25%, $150 million convertible
notes by August 2010, when the holders of the new $86 million
notes have the right to put their obligation to the company for
payment.  S&P could also lower the rating if economic pressures on
profitability lead to a covenant violation.

Alternatively, S&P could raise the rating if Sonic is able to
complete its refinancing of the credit facility in the next
several months and 85% of the $158 million of convertible notes
before August 2010, and if S&P believes the company has
established a viable path to intermediate-term deleveraging
through either debt repayment or increased EBITDA.  The former
might be achieved with higher proceeds from divestitures than S&P
currently expect.  The company could achieve the latter if the
economy improves.


SONIC AUTOMOTIVE: Moody's Junks Corporate Family Rating from 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded to Caa1 from B2 the Corporate
Family rating of Sonic Automotive Holdings, Inc., and upgraded the
probability of default rating to Caa1 from Caa3.  The outlook is
negative.

The upgrade of the Probability of Default rating was largely the
result of Sonic's successful refinancing of its $105 million bond
issue that matured on May 7, 2009, which temporarily alleviated a
potential liquidity squeeze and possible distressed exchange.  The
downgrade of the Corporate Family Rating was due to the creation
of what Moody's believes to be a fragile, and very short term,
capital structure.  "While the bond refinancing removed one
potential hurdle, significant refinancing risks remain" stated
Moody's Senior Analyst Charlie O'Shea.  The company's $1.3 billion
revolver expires in February 2010.  Additionally, the company's
$86 million senior secured convertible notes could be put back to
the company in August 2010 if, before that time, it is unable to
successfully refinance its $160 million convertible notes which
mature in November 2010.  "Sonic is now in the position of having
to successfully deal with these maturities while also stabilizing
its business operations, which have been struggling the past
several quarters" stated O'Shea.  Sonic's credit metrics, with LTM
leverage of over 7.5 times, are weak , and barring improvement
during the balance of 2009, further downward rating action could
occur.  In addition, failure to make substantive progress with
respect to the upcoming revolver expiration over the next few
months would create significant downward rating pressure.  In the
event liquidity is improved via a fairly comprehensive solution to
the upcoming maturities, ratings could be upgraded modestly.

Ratings downgraded include:

  -- Corporate family rating to Caa1 from B2;

  -- Senior guaranteed subordinated notes to Caa3 (LGD5, 85%) from
     Caa1 (LGD5, 79%), and

  -- Senior convertible subordinated notes at Caa3 (LGD6, 95%)
     from Caa1 (LGD 6, 91%).

Ratings upgraded include:

  -- Probability of default rating to Caa1 from Caa3;

New rating assigned:

  -- Senior secured convertible notes at Caa2 (LGD 5, 73%).

The most recent rating action for Sonic was the April 1, 2009
downgrade of the corporate family rating to B2 and the probability
of default rating to Caa3, with all ratings left on review for
possible downgrade.

Sonic Automotive, Inc., headquartered in Charlotte, North Carolina
is a leading auto retailer with 122 franchises, and generates
annual revenues of around $6 billion.


SOYO GROUP: Files for Chapter 7 Bankruptcy Protection
-----------------------------------------------------
Soyo Group, Inc., has filed for Chapter 7 bankruptcy protection in
the U.S. Bankruptcy Court for the Central District of California.

On May 5, 2008, the Company discontinued all operations and filed
for Chapter 7 bankruptcy protection.  A Chapter 7 trustee has been
appointed by the Bankruptcy Court to administer the Company's
assets and liabilities.  Kenneth Krasne has been appointed as
receiver for those assets of the Company that constitute
collateral for its loan from United Commercial Bank, which
collateral includes almost all of the Company's accounts
receivables and inventory, and equipment.

Erica Ogg at CNET News reports that Soyo's exit from the TV
business was forced by mounting losses, in this case, more than
$25 million in loans.  The Company said that it has defaulted on
all loans owed to creditors, including loans in the approximate
outstanding balances of $24,000,000 and $1,500,000 owed to UCB,
the Company's primary creditor.  The Company has not paid interest
or principal on the loans since March of 2009.

On May 10, 2009, the Company accepted the resignation of Nancy Chu
as the Company's Chief Financial Officer and a member of the Board
of Directors.

On April 30, 2009, Vasquez & Company LLP resigned as the Company's
auditors.  Vasquez didn't issue an audit report for the year ended
2008.  During the audit for the year ended 2008, Vasquez had a
disagreement or difference of opinion with employees and senior
management of the Company because they significantly expanded the
scope of their audit for further investigation going as far back
as the year ended 2007 and interim quarterly periods ended in
2007.

Vasquez advised the Company that "our audit report for the year
ended 2007 and our pre-issuance review procedures for the interim
quarterly periods ended in 2007 and interim quarterly periods
ended in 2008 should no longer be relied upon."

Soyo Group, Inc., is the maker of Honeywell TVs.  Soyo makes LCD
monitors, portable hard drives, and Bluetooth ear pieces, but is
probably most recognizable since it owns the license to sell TVs
under the Honeywell brand name.


SPECTRUM BRANDS: Projects 4% Hike In Revenue by 2013
----------------------------------------------------
Spectrum Brands Inc. filed its projected income and cash flow
statements showing a 4% increase in revenue by 2013 resulting in
$113 million in net income that fiscal year, Bloomberg's Bill
Rochelle said.

The U.S. Bankruptcy Court for the Western District of Texas in San
Antonio is scheduled to convene a hearing on June 15 to consider
Spectrum Brands' proposed Chapter 11 plan.  The Plan offers to pay
unsecured creditors in full on their $28 million in claims while
noteholders receive new stock and $218 million in new notes in
exchange for $1.09 billion in debt, for a projected recovery
between 55 percent and 70 percent.  Holders of $160 million under
an existing asset-backed loan also are slated for full payment.
The existing secured credit of $1.35 billion is to be reinstated
while existing stock is to be canceled.  Secured creditors are
objecting to the plan, saying they are adversely affected even
thought the plan says defaults will be cured and the debt
reinstated.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


STOCK BUILDING: Taps Shearman & Sterling as Bankruptcy Counsel
--------------------------------------------------------------
Stock Building Supply Holdings, LLC, and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Shearman & Sterling LLP as counsel.

Shearman & Sterling will, among other things,:

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

   -- prepare on behalf of the Debtors all necessary petitions,
      applications, motions, objections, responses, and answers,
      orders, reports and other legal papers; and

   -- ensure the confirmation of the Plan and approval of the
      corresponding solicitation procedures and disclosure
      statement.

Douglas P. Bartner, a partner at Shearman & Sterling, tells the
Court that the hourly rates of Shearman & Sterling personnel are:

     Partners                     $740 - $995
     Of-Counsel and Specialists   $535 - $850
     Legal Assistants             $100 - $245

Pre-bankruptcy, Shearman & Sterling received $1,397,6188 on
account of services and expenses in connection with the Debtors'
reorganization efforts and the commencement and prosecution of the
Chapter 11 cases.

Shearman & Sterling received an advanced retainer of $250,000 for
services and expenses from April 27, 2009, to May 5, 2009.  After
application of amounts of payments of any additional prepetition
expenses, the excess amounts will be held by Shearman & Sterling
for application for postpetition fees and expenses.

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

Mr. Bartner can be reached at:

     Shearman & Sterling LLP
     599 Lexington Avenue
     New York, NY 10022
     Tel: +1 212 848 4000
     Fax: +1 212 848 7179

             About Stock Building Supply Holdings LLC

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


STRATEGIC CAPITAL: Closed by Regulators; Midland Assumes Deposits
-----------------------------------------------------------------
Strategic Capital Bank, Champaign, Illinois, was closed May 22 by
the Illinois Department of Financial and Professional Regulation,
Division of Banking, which appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Midland
States Bank, Effingham, Illinois, to assume all of the deposits of
Strategic Capital Bank.

Due to the Memorial Day holiday weekend, the office of Strategic
Capital Bank will reopen on Tuesday, May 26, 2009, as a branch of
Midland States Bank.  Depositors of Strategic Capital Bank will
automatically become depositors of Midland States Bank.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers of both banks should
continue to use their existing branches until Midland States Bank
can fully integrate the deposit records of Strategic Capital Bank.

As of May 13, 2009, Strategic Capital Bank had total assets of
$537 million and total deposits of approximately $471 million.  In
addition to assuming all of the deposits of the failed bank,
Midland States Bank agreed to purchase approximately $536 million
of assets.  The FDIC will retain the remaining assets for later
disposition.

The FDIC and Midland States Bank entered into a loss-share
transaction on approximately $420 million of Strategic Capital
Bank's assets.  Midland States Bank will share in the losses on
the asset pools covered under the loss-share agreement.  The loss-
sharing arrangement is projected to maximize returns on the assets
covered by keeping them in the private sector.  The agreement also
is expected to minimize disruptions for loan customers.

Customers who have questions about the May 22 transaction can call
the FDIC toll-free at 1-866-954-9527.  The phone number will be
operational this evening until 9:00 p.m., Central Time (CT); on
Saturday from 9:00 a.m. to 6:00 p.m., CT; on Sunday from noon to
6:00 p.m., CT; and thereafter from 8:00 a.m. to 8:00 p.m., CT.
Interested parties can also visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/strategiccapital.html.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $173 million.  Midland States Bank's acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to alternatives.  Strategic Capital Bank is the 35th
FDIC-insured institution to fail in the nation this year, and the
fourth in Illinois.  The last FDIC-insured institution to be
closed in the state was Heritage Community Bank, Glenwood, on
February 27, 2009.


TEPPCO PARTNERS: Fitch Affirms Junior Subordinated Rating at 'BB+'
------------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and
outstanding debt ratings for TEPPCO Partners, L.P.:

  -- Long-term IDR at 'BBB-';
  -- Senior unsecured at 'BBB-';
  -- Junior subordinated at 'BB+'.

The Rating Outlook is Stable.  This action affects approximately
$2 billion of total long-term debt at March 31, 2009.

The ratings affirmation and Stable Outlook is supported by the
scale of TPP's refined products transportation assets, growth in
natural gas production via the company's Jonah gas gathering joint
venture and favorably positioned upstream crude oil storage
operations.  Despite current economic conditions and weak
commodity prices, Fitch projects 2009 EBITDA growth of
approximately 5% due to the expected strong performance of the
upstream segment in contango market conditions, increased propane
throughput in first quarter-2009, FERC rate adjustments that help
to offset volume weakness for refined products and continued
growth in the cash flows from Jonah due to recent capacity
expansions.  Partially offsetting these gains, Fitch expects
weaker performance in the marine transportation segment due to
rate and demand pressures from current economic conditions and
delays in the start-up date for Motiva's Pt.  Arthur refinery to
provide some downward pressure on credit ratios.

TPP's decision to dissociate from the Texas Offshore Port System
partnership further supports the current ratings and Stable
Outlook.  Faced with weak commodity fundamentals and a low level
of contractual commitments, had TPP moved forward with the
project, the estimated weakening in credit ratios could have
negatively affected ratings.

Fitch estimates consolidated 2009 Debt/EBITDA of 4.3 times (x)
with an equity issuance in 2009 or 4.5x without equity.  EBITDA
interest coverage is estimated at 3.9x.  While ratios are still
within Fitch's parameters for the rating, TPP's credit profile is
weaker than many of its 'BBB-' master limited partnership peers.
Credit ratios should remain relatively unchanged through 2010 with
a projected improvement in 2011 based on Fitch's assumptions for
economic recovery and the cash flow improvement resulting from the
commencement of operations at the Motiva refinery.  In calculating
its credit metrics, Fitch adjusts EBITDA to exclude equity
earnings and include cash distributions from affiliates and debt
to account for the 75% equity treatment assigned to TPP's $300
million junior subordinated notes.

Fitch believes TPP will need to issue equity to help fund its
estimated 2009 growth capital expenditure program of approximately
$300 million.  Projected weak distribution coverage will limit
TPP's ability to retain cash to fund its needs and while there is
adequate capacity on TPP's revolver, access to the equity capital
markets will be needed for TPP to maintain credit quality
consistent with its ratings category.  Fitch is concerned that
weak distribution coverage may prohibit TPP from increasing its
distributions.  While some of TPP's peers have successfully issued
equity during periods of no distribution growth, the action may
negatively affect the company's ability to issue equity.  As the
economy recovers and demand for refined products improves,
distribution coverage and credit metrics are expected to improve.

Fitch's ratings action does not take into account the proposed
acquisition of TPP by Enterprise Products Partners, L.P.  On April
29, EPD announced that it made an offer to TPP to acquire TPP at
an exchange rate of 1.043 EPD limited partner units per TPP
limited partner unit, plus $1 cash consideration per unit.  Based
on current TPP units outstanding the cash consideration would have
been approximately $105 million.  The offer represented a 4.8%
premium to TPP's units based on the 10-day average closing prices
on March 6, 2009, the business day prior to the date on which EPD
made the proposal to TPP.  EPD did not specify the consideration
that would be paid for TPP's general partner interests.

Immediately following EPD's announcement, TPP released a statement
declining the proposal as presented but clarifying that a special
committee of independent directors that are members of the Audit,
Conflicts and Governance Committee of the TPP Board of Directors
remains open to a possible acquisition by EPD, albeit at a
different value.

TPP creditors could benefit from a combination of the two
companies through reduced operating risks due to the greater
diversification of assets at the combined entity and better
prospects for long-term cash flow growth given the scale of the
combined assets and the potential for organic growth.
Additionally, Fitch expects the combined company to have a
stronger liquidity position and, possibly, a reduced cost of both
equity and debt capital which could lead to better returns on TPP-
initiated growth projects.

Fitch will continue to monitor developments and will assess the
impact of any potential transaction following the release of
additional information from both EPD and TPP.


TH PROPERTIES: Taps Montgomery McCracken as Bankruptcy Counsel
--------------------------------------------------------------
TH Properties, L.P., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania for
authority to employ Montgomery, McCracken, Walker & Rhoads, LLP,
as counsel.

MMWR will provide legal advice to the Debtors in connection with
the Debtors' efforts to respond to their financial circumstances,
including possible restructuring of their financial affairs and
capital structure, and ac necessary, preparation of documents
related to, and representation as debtors-in-possession in any
reorganization cases.

The Debtors propose to employ these professionals in the Chapter
11 cases: Robert C. Reeves as real estate consultant; and Amper
Politziner, P.C., as accountants.  The Debtors ask MMWR to take
steps to avoid duplication of efforts.

MMWR received (i) a $200,000 retainer for the advance payment of
prepetition fees and expenses and (ii) $5,195 payment for filing
fees.  After application of fees and expenses, MMWR holds a
$101,588 retainer balance in its escrow account.

The hourly rates of MMWR personnel are:

     Partners                $370 - $605
     Of Counsel              $325 - $600
     Associates              $215 - $375
     Legal Assistants        $115 - 225

The MMWR professionals principally involved in rendering services
to the Debtors are Natalie D. Ramsey, Richard G. Placey, Joseph
O'Neil, Jr. and Laurie A. Krepto.

To the best of the Debtors' knowledge, MMWR is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

     Montgomery, McCracken, Walker & Rhoads, LLP
     123 South Broad St.
     Philadelphia, PA 19109-1030
     Tel: (215) 772-7354
     Fax: 215-772-7620

                     About T.H. Properties, L.P.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.

T.H. Properties and its affiliates filed for Chapter 11 bankruptcy
protection on April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).
Barry E. Bressler, Esq., at Schnader, Harrison, Segal & Lewis,
LLP, and Natalie D. Ramsey, Esq., at Montgomery McCracken Walker
and Rhoads LLP represent the Debtors in their restructuring
efforts.  T.H. Properties listed $100,000,001 to $500,000,000 in
assets and $10,000,001 to $50,000,000 in debts.


TIME WARNER: Fitch Affirms Preferred Membership Units at 'BB+'
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB' Issuer Default Rating for
Time Warner Cable, Inc. and its indirect wholly owned subsidiary
Time Warner Entertainment Co., L.P. Fitch also affirmed the
individual issuer ratings of TWC and its subsidiaries.  The Rating
Outlook is Stable.  Approximately $23.5 billion of debt
outstanding as of March 31, 2009 is affected.

Following the close of a series of transactions that formally
separated TWC from Time Warner, Inc. on March 12 and the
incurrence of additional debt to fund the $10.9 billion special
dividend, TWC's leverage, as expected, swelled to 3.7 times as of
March 31, 2009.  While TWC's current credit profile is weak within
the current rating category, Fitch expects that TWC will use a
substantial portion of expected free cash flow generation to de-
lever its balance sheet to a level more reflective of the
company's current rating.

Following the generation of nearly $1.8 billion of free cash flow
in 2008(defined as cash flow from operations less capital
expenditures), TWC produced free cash flow of approximately $372
million during first quarter-2009 (1Q'09) reflecting a 9.4% year
over year increase.  The free cash flow growth reported during 1Q
is notable given the 70% year over year increase in cash interest
costs experienced during the quarter.  Fitch believes that TWC is
positioned to generate material amounts of free cash flow during
the ratings horizon.  TWC's leverage metric will improve to the
company's longer-term target of approximately 3.25x within a year
from the close of the separation transaction.

Overall, Fitch's ratings reflect TWC's strong competitive position
as the second largest cable multiple systems operator (fourth
largest multichannel video program distributor) in the United
States, strong subscriber clustering profile and the company's
growing revenue diversity owing to the success of TWC's triple
play service offering and growing commercial business.  Within the
context of existing competitive pressures and weak economic
conditions, the ratings incorporate Fitch's expectation that TWC
will continue to generate solid operating metrics, sustainable
EBITDA and free cash flow growth over Fitch's rating horizon.
From Fitch's perspective, TWC's scale and system clustering
provide the company with competitive advantages in terms of
driving higher operating efficiencies through its cable plant.
This takes cost out of customer premise equipment, lowering
programming costs growth, and positions TWC to enhance its product
offerings so that it can differentiate them from the competition's
offering.

Ratings concerns center on TWC's ability to maintain its relative
competitive position given the changing competitive and economic
environment, growing residential revenues beyond its core 'Triple
Play' service offering, continued expansion into the commercial
services market, efficiently manage its cable plant bandwidth to
maximize desirable high-definition content and continuing to
balance investing in its business with improving its overall
credit profile.

Following a 12% decline in RGU additions during all of 2008, TWC
added 556,000 RGUs during 1Q'09 a 38% reduction when compared with
the same period last year.  Fitch expects that the current
economic conditions and tougher competition will translate into
slower RGU growth and that these factors will continue to weigh on
TWC's operating results during 2009 and 2010 resulting in slower
RGU (particularly phone subscribers due to low housing starts and
increased wireless substitution), revenue and EBITDA growth as
customers become increasingly price sensitive and less inclined to
upgrade services.  However, Fitch believes that TWC has sufficient
capacity within the current ratings to withstand an expected
moderation of its historical growth profile.

TWC's liquidity position and overall financial flexibility are
strong and are supported by expected free cash flow generation,
nearly $3.3 billion of available borrowing capacity from the
company's $5.9 billion revolver and favorable near term maturity
schedule.  TWC does not have a maturity scheduled until 2011, when
the company's term loan and revolver are set to mature.

The Stable Outlook reflects Fitch's expectation that TWC's credit
protection metrics will strengthen now that the separation
transactions are closed and that the company's financial policy
will continue to reflect a 'BBB' rating.  Additionally the Stable
Outlook also factors in expectations that TWC's operating profile
will not materially decline during the near term in the face of
competition and slowing economic conditions.

Fitch has affirmed these ratings for TWC and subsidiaries with a
Stable Outlook:

TWC

  -- IDR at 'BBB';
  -- Senior unsecured notes at 'BBB';
  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2'

Time Warner Entertainment Co., L.P.:

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

Time Warner NY Cable, LLC

  -- Preferred membership units at 'BB+'.


TLC VISION: Fires 3 Execs to Cut Costs; Conway Del Genio Steps In
-----------------------------------------------------------------
As part of its efforts to reduce costs, TLC Vision Corporation has
terminated the employment of three of its executive officers:

   * Steven P. Rasche, Chief Financial Officer;
   * Brian L. Andrew, General Counsel and Secretary;
   * Larry D. Hohl, President of Refractive Centers.

William J. McManus, a managing director of Conway, Del Genio,
Gries & Co. LLC, a financial advisory firm based in New York, has
been appointed to the position of Interim Chief Financial Officer.

Mr. Andrew's non-legal responsibilities as well as Mr. Hohl's
responsibilities will be assumed by James B. Tiffany, President
and Chief Operating Officer of TLC Vision.  Mr. Andrew's legal
responsibilities will be assumed on an interim basis by Company
attorneys and external counsel.

"We wish Steve, Brian and Larry well in their future endeavors,
and thank them for their contributions to TLC Vision," commented
Mr. Tiffany.  "We continue to focus on the strategic direction of
the company and we continue to work constructively with our
lenders to develop a more flexible capital structure for the
company going forward."

                       About TLCVision

Based in St. Louis, Missouri, TLC Vision Corporation --
http://www.tlcv.com/and http://www.tlcvision.com/-- is North
America's premier eye care services company, providing eye doctors
with the tools and technologies needed to deliver high-quality
patient care.  TLCVision maintains leading positions in
Refractive, Cataract and Eye Care markets.


TRONOX INC: Defaulted on $125-Mil. DIP Loan; Gets Waiver
--------------------------------------------------------
According to Tiffany Kary at Bloomberg, Tronox Inc. defaulted on
its $125 million in debtor-in-possession financing and seeks
authority to enter into a waiver agreement with its lenders to
avoid liquidation.  Tronox warned that if it doesn't pay lenders
fees to allow it the waiver, it won't be able to keep drawing on
the DIP loan and its reorganization effort would collapse.

In addition to the fees, the Company has agreed to speed up the
process of selling the business, Bloomberg's Bill Rochelle said.

As reported by the TCR on May 13, 2009, Tronox filed an adversary
complaint against Kerr-McGee Corporation and its successor,
Anadarko Petroleum Corporation, in its Chapter 11 cases in the
United States Bankruptcy Court for the Southern District of New
York.  The complaint asserts that Kerr-McGee defrauded Tronox's
creditors through its separation and spin-off of its former
chemical subsidiary in 2006.  Tronox seeks recovery for fraudulent
transfers involving valuable oil and gas assets and massive actual
and contingent environmental, tort, retiree and other liabilities.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TVI CORP: DIP Facility Calls for 6-Months' Bankruptcy Process
-------------------------------------------------------------
TVI Corporation is required under its debtor-in-possession credit
facility with Branch Banking and Trust Company to:

     (a) deliver a draft disclosure statement and plan of
         reorganization within June 30, 2009 -- 90 days after the
         Petition Date,

     (b) file a disclosure statement and a plan of reorganization
         with the Bankruptcy Court, within July 30, 2009 -- 120
         days after the Petition Date;

     (c) obtain court approval of a disclosure statement within
         August 29, 2009 -- 150 days after the Petition Date; and

     (d) confirm the plan within September 28, 2009 -- 180 days
         after the Petition Date.

The DIP Lender may extend those dates, in the exercise of its sole
and absolute discretion.

TVI is also required to provide the DIP Lender with a new budget
on or before June 15, 2009.

The U.S. Bankruptcy Court for the District of Maryland entered on
May 5, 2009, a final order approving the Agreement for
PostPetition Financing, among the Debtors and Branch Banking and
Trust and other financing documents among the parties, including:

   -- the Third Amended and Restated Revolving Credit Note dated
      as of April 6, 2009,

   -- the Second Amended and Restated Term Note dated as of
      April 6, 2009, and

   -- the Amendment to the Commercial Credit Agreement dated as of
      April 6, 2009.

The DIP Credit Agreement provides for a revolving credit
commitment to the Debtors of up to $19 million.  The proceeds from
the loans and other financial accommodations incurred under the
DIP Credit Agreement will be used, among other things, to provide
the Debtors with working capital for general corporate purposes.
The DIP Credit Agreement contains events of default and includes
certain financial covenants.

Prior to the Petition Date, the BB&T made loans and advances to
the Debtors secured by certain of the Debtors' assets and
properties.  As of March 31, 2009, the Debtors owed $10.2 million
under the revolving loan portion and $17.1 million under the term
loan portion of the prepetition facility.

As reported in the Troubled Company Reporter on April 7, 2009, the
salient term of the DIP agreement are:

Interim Borrowing
Limit:                $1,800,000 above the prepetition revolver
                      balance.

Final Borrowing
Limit:                $19,000,000, subject to a borrowing base
                      and other terms and conditions of the DIP
                      financing documents.

Interest Rate:        Prime rate plus 2.0% per annum, subject to
                      a floor of 5.25% per annum.

Maturity:             180 days after the commencement of the
                      Chapter 11 Case, subject to early
                      termination events including, without
                      limitation, the occurrence of one or more
                      events of default and confirmation of plan
                      of reorganization.

Unused Line Fee:      Quarterly fee of 0.25% per annum.

Letter of Credit
Fee:                  2.0% per annum payable at opening and on
                      each anniversary.

Post Default Rate:    200 basis points per annum.

Post-Petition
Financing Commitment
Fee:                  $25,000 payable at the time the
                      interim financing order is entered.

Servicing Fee:        $500 per month.

A full-text copy of the parties' April 2009 AGREEMENT FOR POST-
PETITION FINANCING is available at no charge at:

                http://ResearchArchives.com/t/s?3d29

Headquartered in Glenn Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  The products
include powered air-purifying respirators, respiratory filters and
quick-erect shelter systems used for decontamination, hospital
surge systems and command and control.  The users of these
products include military and homeland defense/homeland security
customers.  The Company and two of its affiliates filed for
Chapter 11 protection on April 1, 2009 (Bankr. D. Md. Lead Case
No. 09-15677).  Christopher William Mahoney, Esq., at Duane Morris
LLP, represents the Debtors in their restructuring efforts.  The
Debtors tapped Buccino & Associates, Inc., as their financial
advisors and consultants.


TVI CORP: Files Schedules of Assets and Liabilities
---------------------------------------------------
TVI Corporation disclosed in a Securities and Exchange Commission
filing that on May 7, 2009, the Company and its debtor-affiliates
filed Schedules of Assets and Liabilities and Statements of
Financial Affairs, and Global Notes and Statements of Limitations,
Methods and Disclaimer Regarding the Debtors' Schedules and
Statements with the U.S. Bankruptcy Court for the District of
Maryland.  The Bankruptcy Materials contain unaudited summary
financial information relating to the Debtors' assets and
liabilities in the form required under the Bankruptcy Code and the
rules and regulations.

The Bankruptcy Materials contain financial information that has
not been audited or reviewed by independent registered accountants
and is not presented in accordance with generally accepted
accounting principles.  The information contained in the
Bankruptcy Materials has been prepared in accordance with the
Bankruptcy Code and the rules and regulations thereunder and was
not prepared for the purpose of providing a basis for an
investment decision relating to any securities of the Debtors.

     Entity               Total Assets      Total Debts
     ------               ------------      -----------
   TVI Corporation       $4,711,957.49   $29,528,521.16

   Signature Special
   Event Services, Inc.  $2,794,238.53   $29,916,926.78

   CAPA Manufacturing
   Corp.                         $0.00   $27,606,957.02

   Safety Tech
   International, Inc.  $10,774,711.09   $29,701,745.22

TVI Corp. owns 100% of STI, SSES, and CAPA, respectively.

A full-text copy of TVI Corporation's Schedules of Assets and
Liabilities is available at no charge at:

     http://ResearchArchives.com/t/s?3d2a

A full-text copy of TVI Corporation's Statement of Financial
Affairs is available at no charge at:

     http://ResearchArchives.com/t/s?3d2b

A full-text copy of Signature Special Event Services, Inc.'s
Schedules of Assets and Liabilities is available at no charge at:

     http://ResearchArchives.com/t/s?3d2c

A full-text copy of Signature Special Event Services, Inc.'s
Statement of Financial Affairs is available at no charge at:

     http://ResearchArchives.com/t/s?3d2d

A full-text copy of CAPA Manufacturing Corp.'s Schedules of Assets
and Liabilities is available at no charge at:

     http://ResearchArchives.com/t/s?3d2e

A full-text copy of CAPA Manufacturing Corp.'s Statement of
Financial Affairs is available at no charge at:

     http://ResearchArchives.com/t/s?3d2f

A full-text copy of Safety Tech International, Inc.'s Schedules of
Assets and Liabilities is available at no charge at:

     http://ResearchArchives.com/t/s?3d30

A full-text copy of Safety Tech International, Inc.'s Statement of
Financial Affairs is available at no charge at:

     http://ResearchArchives.com/t/s?3d31

Headquartered in Glenn Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  The products
include powered air-purifying respirators, respiratory filters and
quick-erect shelter systems used for decontamination, hospital
surge systems and command and control.  The users of these
products include military and homeland defense/homeland security
customers.  The Company and two of its affiliates filed for
Chapter 11 protection on April 1, 2009 (Bankr. D. Md. Lead Case
No. 09-15677).  Christopher William Mahoney, Esq., at Duane Morris
LLP, represents the Debtors in their restructuring efforts.  The
Debtors tapped Buccino & Associates, Inc. as their financial
advisors and consultants.


UNIPROP MANUFACTURED: Defers Interest Payment for Six Months
------------------------------------------------------------
Uniprop Manufactured Housing Communities Income Fund has entered
into a Forbearance Agreement with its first mortgage lender.  The
Agreement calls for interest payments to be deferred for a six-
month period.

During this time, the Fund will attempt to close on the sale of
Aztec Estates.  Aztec Estates is presently under contract for sale
at a price that will be sufficient to fully repay the first
mortgage.  If the Fund is unsuccessful in selling Aztec Estates or
otherwise defaults on the Agreement, the lender will have the
ability to record deeds on both Aztec Estates and Old Dutch Farms
that will transfer ownership of the two properties to the lender.

The default on the National City loan has been cured by the loan
Guarantor.

The Consulting Agreement with the Fund's Consultant was terminated
by the Consultant.

On March 30, 2009, the Board of Directors of the General Partner
of the Fund unanimously approved a motion to accept a purchase
offer from an unrelated third party for the sale of Aztec Estates
in Margate, Florida.  The Agreement of Purchase and Sale was
subsequently entered into on March 31, 2009.

Because the Fund is in default on its first mortgage loan, the
lender also needed to consent to the sale.  This consent was
granted on the condition that the Fund enters into a forbearance
agreement with the lender.  Should the sale of Aztec Estates not
close as contemplated, the lender will acquire ownership of the
two properties.  Should the sale of Aztec Estates close at the
contracted price, the proceeds will be sufficient to satisfy the
entire debt amount with the first mortgage lender.  In this event,
the Fund will continue to own its Old Dutch Farms property.

                    About Uniprop Manufactured

Headquartered in Birmingham, Michigan, Uniprop Manufactured
Housing Communities Income Fund -- http://www.uniprop.com/-- a
Michigan Limited Partnership, was originally formed to acquire,
maintain, operate and ultimately dispose of income producing
residential real properties consisting of four manufactured
housing communities.  The general partner of the partnership is
P.I. Associates Limited Partnership.

For the nine months ended September 30, 2008, the Partnership
incurred a net loss from continuing operations of $150,381. As of
September 30, 2008, the Partnership had an accumulated deficit of
$5,027,579 and insufficient cash on hand to meet its expected
liquidity requirements after the next two to three months. These
factors raise substantial doubt as to the Partnership's ability to
continue as a going concern.

As of September 30, 2008, the Company's balance sheet showed total
assets of $10,532,555 and total liabilities of $15,560,134,
resulting in total partners' deficit of $5,027,579.


US AIRWAYS: Pays $13 Mil.+ to Directors and Officers in 2008
------------------------------------------------------------
US Airways disclosed in a Proxy Statement filed with the U.S.
Securities and Exchange Commission that its executive compensation
in 2008 reflected the intense operations focus and the efforts of
its management team, which generated the airline's solid
turnaround operational performance and moved it into first
position in terms of on-time performance as measured by the
Department of Transportation among the six largest airlines.  US
Airways related that its 2008 executive compensation also reflects
the efforts of its management team to successfully raise liquidity
during extraordinarily challenging economic and market conditions.

Douglas W. Parker, chairman of the board and chief executive
officer of US Airways Group, Inc, said the Company did not achieve
the 2008 financial targets under its annual incentive program.  He
added a significant part of the value of the compensation for the
Company's named executive officers is tied to the price of the
Company's common stock, which was directly impacted by economic
and market conditions in 2008.  The Company's cash-settled long
term incentive compensation program pays out based on its relative
"total stockholder return," or "TSR," ranking over the three-year
period ending in 2008 against a pre-defined airline peer group.
Payouts in 2008 reflected the Company's ranking above the
threshold TSR level but below target level.

US Airways' top executives and their 2008 salary are:

   Name                   Position                   2008 Salary
   ----                   --------                   -----------
   W. Douglas Parker      Chairman of the Board, CEO  $5,426,702
   J. Scott Kirby         President                    3,638,463
   Robert D. Isom, Jr.    Exec. Vice President, COO    2,041,980
   Derek J. Kerr          Exec. Vice President, CFO    1,258,120
   Elise R. Eberwein      Senior Vice President for
                           People and Communications   1,213,718

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) --
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways Inc., Allegheny
Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc.,
MidAtlantic Airways Inc., US Airways Leasing and Sales Inc.,
Material Services Company Inc., and Airways Assurance Limited LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

According to the TCR in September 2008, Michael Lowry, project
manager for AVIATION WEEK's latest Top-Performing Companies, said
USAir has a "high risk" for a bankruptcy filing in 2009.

As reported by the Troubled Company Reporter on May 12, 2009,
Fitch Ratings affirmed the Issuer Default Rating of US Airways
Group, Inc. at 'CCC'.  Fitch also revised LCC's Senior secured
credit facility rating to 'B+/RR1' from 'B/RR1'; and Senior
unsecured rating to 'C/RR6' from 'CC/RR6'.   Fitch assigned a
rating of 'C/RR6' to the company's new 7.25% senior unsecured
convertible notes.  The new notes mature in 2014 and have an
initial conversion price of approximately $4.57 per share.
Proceeds from the new notes will be used for general corporate
purposes.  Fitch no longer has a Rating Outlook on LCC.  LCC's
Rating Outlook had been 'Negative.'

LCC's ratings reflect ongoing concern regarding the airline's
liquidity position over the medium term, especially given the
potential for prolonged weakness in demand driven by the global
recession.


US AIRWAYS: To Hold Annual Meeting of Stockholders on June 10
-------------------------------------------------------------
US Airways Group, Inc., disclosed in a prospectus filed with the
Securities and Exchange Commission that it will hold its Annual
Meeting of Stockholders on June 10, 2009 at 9:30 a.m., local time.

The meeting will be held at the offices of Skadden, Arps, Slate,
Meagher & Flom LLP, at Four Times Square, in New York.

The purpose of the Meeting is to consider and vote upon:

   (a) a proposal to elect four directors in Class I to serve
       until 2012 Annual Meeting of Stockholders;

   (b) a proposal to ratify the appointment of KPMG LLP as the
       independent registered public accounting firm of US
       Airways Group, Inc., for the fiscal year ending December
       31, 2009;

   (c) a proposal to consider and vote upon a stockholder
       proposal relating to cumulative voting;

   (d) a proposal to approve an amendment to US Airways Group,
       Inc.'s amended and restated certificate of incorporation
       to increase its authorized capital stock; and

   (e) other business as properly may come before the Annual
       Meeting.

Douglas W. Parker, chairman of the board and chief executive
officer of US Airways Group, Inc., relates that if a stockholder
does not expect to attend the meeting in person, he or she is
requested to vote:

   * by telephone;

   * over the Internet; or

   * by completing, signing and dating the proxy card and
     returning it without delay.

Voting by phone, Internet or mail will not prevent a stockholder
from later revoking that proxy and voting in person at the Annual
Meeting.  If a stockholder wants to vote at the Annual Meeting but
his/her shares are held by an intermediary, like a broker or bank,
he/she will need to obtain proof of ownership as of April 13, 2009
and a proxy to vote the shares from the intermediary.

                        About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) --
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways Inc., Allegheny
Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc.,
MidAtlantic Airways Inc., US Airways Leasing and Sales Inc.,
Material Services Company Inc., and Airways Assurance Limited LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

According to the TCR in September 2008, Michael Lowry, project
manager for AVIATION WEEK's latest Top-Performing Companies, said
USAir has a "high risk" for a bankruptcy filing in 2009.

As reported by the Troubled Company Reporter on May 12, 2009,
Fitch Ratings affirmed the Issuer Default Rating of US Airways
Group, Inc. at 'CCC'.  Fitch also revised LCC's Senior secured
credit facility rating to 'B+/RR1' from 'B/RR1'; and Senior
unsecured rating to 'C/RR6' from 'CC/RR6'.   Fitch assigned a
rating of 'C/RR6' to the company's new 7.25% senior unsecured
convertible notes.  The new notes mature in 2014 and have an
initial conversion price of approximately $4.57 per share.
Proceeds from the new notes will be used for general corporate
purposes.  Fitch no longer has a Rating Outlook on LCC.  LCC's
Rating Outlook had been 'Negative.'

LCC's ratings reflect ongoing concern regarding the airline's
liquidity position over the medium term, especially given the
potential for prolonged weakness in demand driven by the global
recession.


VERILINK CORP: Investment Banker Has No Liability
-------------------------------------------------
WestLaw reports that the doctrine of in pari delicto barred the
claims asserted by a liquidating trustee in a Chapter 11 case
against an investment banking firm that provided services to the
corporate debtor in connection with its acquisition of another
company.  The trustee could only assert claims against the firm in
connection with the acquisition that the debtor could have
asserted itself at the time of its bankruptcy filing, and such
claims would have been barred under the doctrine based upon the
knowledge and conduct of the debtor's officers and directors,
which were fully imputable to the debtor under Alabama law.  In re
Verilink Corp., --- B.R. ----, 2009 WL 1241604 (Bankr. N.D. Ala.)

The Honorable Jack Caddell issued his ruling on April 15, 2009, in
an adversary proceeding (Bankr. N.D. Ala. Adv. Pro. No. 08-80072)
brought by Darryl S. Laddin, in his capacity as the liquidating
trustee, against Leigh S. Belden, Steven C. Taylor, Timothy
Anderson, C.W. Smith, Powell Goldstein LLP, and Raymond James &
Associates, Inc., arising out of the acquisition by Verilink of
Larscom Incorporated.  The Trustee contended that the acquisition
of Larscom caused the financial demise of Verilink, and Raymond
James brought a motion to dismiss the Trustee's complaint.  The
Trustee's claims against the officers and directors and Powell
Goldstein are still active.

                      About Verilink Corp.

Verilink and its subsidiary Larscom Incorporated filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code on
April 9, 2006 (Bankr. N.D. Ala. Case Nos. 06-80566 and 06-80567).
On December 7, 2006, the Company submitted a Second Amended Joint
Plan of Reorganization to the Court for consideration.  On
January 31, 2007, the Court issued an order confirming the Plan in
its entirety.  The Plan was deemed effective January 31, 2007.
The Debtors disclosed to the Bankruptcy Court $37,221,000 in total
assets and $23,913,000 in total debts.

The Plan provided for the orderly liquidation of the Company's
assets to provide a distribution to its creditors.  The Plan
provides for the creation of a Liquidating Trust to transfer all
remaining assets for liquidation, administration and distribution
in accordance with the Plan.  The assets transferred to the
Liquidating Trust include, without limitation, all Causes of
Action that the Debtors had or had power to assert immediately
prior to the Order confirming the Plan.

Since June 2006, Verilink has been inactive and currently exists
as a publicly held "shell" company, whose sole purpose is to
locate and consummate a merger or acquisition with a private
entity.

J. Hayden Kepner, Jr., Esq., at Arnal Golden Gregory LLP, in
Atlanta, Georgia, represents the Liquidating Trustee.


VINEYARD CHRISTIAN: Jeffrey Golden Appointed Chapter 11 Trustee
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the appointment of Jeffrey I. Golden as Chapter 11
trustee in Vineyard Christian Fellowship of Malibu's bankruptcy
case.

The Court also fixed the Chapter 11 trustee's bond at $10,000.

Jeffrey I. Golden, Esq., a partner at Weiland, Golden, Smiley,
Wang Ekvail & Strok, LLP, told the Court that he is not a
creditor, equity security holder or insider of the Debtor and that
he does no have an interest materially adverse to the interest of
the estate.

Malibu, California-based Vineyard Christian Fellowship of Malibu
owns real property in Malibu, California, on which it operates a
multi-purpose office building and recording studio.  The company
filed for Chapter 11 protection on September 12, 2008 (Bankr. C.D.
Calif. Case No. 08-16951).  James Stang, Esq., at Pachulski Stang
Ziehl & Jones LLP represents the Debtor as counsel.  Reem J.
Bello, Esq., at Weiland, Golden, Smiley, Wang Ekval & Strok, LLP,
represents the Chapter 11 trustee as counsel.  In its schedules,
the Debtor listed total assets of $34,344,046 and total debts of
$18,670,082.


VITERRA INC: S&P Affirms Corporate Credit Rating at 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including its 'BB+' long-term corporate credit rating, on Regina,
Sask.-based Viterra Inc.  The outlook is positive.

"The affirmation follows the company's announcement to acquire
Australian grain handler ABB Grain Ltd.," said Standard & Poor's
credit analyst Donald Marleau.  The affirmation is predicated on
the transaction being closed as currently proposed.

"We believe that the ABB acquisition enhances Viterra's credit
profile by strengthening its business with only a small increase
in debt leverage.  The acquisition expands the geographical
diversity of Viterra's operations, deepens its penetration of
markets in Asia, and mitigates some of the inherent seasonality of
earnings and cash flow," Mr. Marleau added.

Moreover, Viterra's credit measures will deteriorate only
slightly, as the acquisition adds earnings and cash flow with what
S&P see as only a modest increase in debt from ABB's revolving
credit facilities.

The ratings on Viterra reflect S&P's view of the company's strong
positions in the Canadian and Australian grain handling and
agribusiness industries, and solid and increasingly stable
profitability, as well as the company's intermediate capital
structure.  In Standard & Poor's opinion, however, the ratings are
constrained by execution risk related to Viterra's strategy of
growth through acquisitions, exposure to cyclical crop conditions
in western Canada and Australia, and the commodity nature of most
of its business.

S&P views the ABB acquisition as the continuation of Viterra's
growth and diversification strategy.  The company's acquisition of
Agricore United in June 2007 consolidated Viterra's leading
position in the Canadian grain handling and agribusiness
industries, while the ABB acquisition extends the company
geographically.  Notwithstanding the pending integration of ABB,
S&P expects that Viterra will maintain its acquisitive stance in
this consolidating industry, not the least of which could include
increasing its exposure to Australia.

The positive outlook reflects what Standard & Poor's views as
favorable industry trends and S&P's expectation that Viterra will
preserve its investment-grade capital structure while executing
and integrating complementary acquisitions, such as ABB.  S&P
could raise the ratings following the successful integration of
acquisitions that enhance the company's market position and
meaningfully reduce its exposure to western Canadian crops without
materially weakening its capital structure.  Alternatively,
sizable acquisitions that result in weaker credit metrics or
integration difficulties could put downward pressure on the
ratings.  As well, S&P could revise the outlook to stable if poor
crop conditions or a change in market dynamics led to a material
deterioration of the operating performance.


VOYAGEUR EDUCATIONAL: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------------------
Dianne Williamson at Telegram.com reports that Voyageur
Educational Tours has filed for Chapter 7 bankruptcy protection.

Citing Voyageur Educational's lawyer James Ehrhard, Telegram.com
states that steep increases in airline fuel prices led to the
Company's collapse.  Mr. Ehrhard said that Voyageur Educational's
bankruptcy affects 42 high schools, Telegram.com relates.

According to Telegram.com, Voyageur Educational filed for
bankruptcy after collecting from clients hundreds of thousands of
dollars in fees that will likely never be recovered.

Telegram.com, citing Detective Sgt. Gary Quitadamo, relates that
detectives in Worcester launched a probe on Voyageur after
receiving calls from irate teachers and parents from school
districts in Florida, Louisiana, and Michigan.  According to the
report, Mr. Quitadamo said that Voyageur Educational continued to
accept payments for trips in April, just weeks before filing for
bankruptcy.

The police, says Telegram.com, are directing victims to contact
the Massachusetts attorney general's office.

Worcester-based Voyageur Educational Tours had been in business
for 18 years.  It is owned by Paul Colella of Spencer and Joseph
Cancelmo.


WA BOTTING: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Eric Pryne at Seattle Times reports that W.A. Botting Co. has
filed for Chapter 11 bankruptcy protection.

Botting listed $1 million to $10 million in assets and $10 million
to $50 million in debts owed to between 200 and 1,000 creditors.

Seattle Times relates that Marc Barreca, who represents the Debtor
in its restructuring efforts, said that the recent downturn in new
construction was a factor in Botting's troubles, but the Company
had lost money on several earlier jobs "so they were entering the
downturn in not a great cash position."  Citing Mr. Barreca, the
report states that those losses drained the company's liquidity,
which affected its ability to get bonding.  Botting has a number
of pending jobs.

According to Seattle Times, Mr. Barreca said that owners will sell
Botting in the near future, and that the Company's bank has agreed
to provide financing to see the Company through the sale process.
Botting has been on the market for several weeks, but there is no
leading suitor yet, the news source points out.

W.A. Botting Co. is Seattle's oldest locally owned mechanical
contractor.  It was founded in 1911 by Bert, Bill and Ernest
Botting.  It is licensed in Washington, Oregon, Idaho, Montana,
and Alaska.


WARNER MUSIC: S&P Changes Outlook to Stable, Affirms 'BB-' Rating
-----------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
New York City-based Warner Music Group Corp. to stable from
negative, reflecting reduced leverage and the elimination of
covenant pressure.  Existing ratings on the company, including the
'BB-' rating, were affirmed.

S&P also assigned WMG Acquisition Corp.'s new $1.1 billion senior
secured notes due 2016 an issue-level rating of 'BB' (one notch
higher than the 'BB-' corporate credit rating on the company) with
a recovery rating of '2', indicating S&P's expectation of
substantial (70% to 90%) recovery for noteholders in the event of
a payment default.

"We revised the rating outlook to stable as a result of WMG using
$300 million in cash to repay its term debt," said Standard &
Poor's credit analyst Tulip Lim.  "It also reflects the absence of
covenant pressure because the company will be repaying all of its
term loan and cancelling its revolving credit facility under its
senior secured credit agreement."

S&P believes that WMG intends to use proceeds from the new notes
to repay borrowings under the senior secured credit facilities.
S&P expects the notes to benefit from the same security and
guarantee package securing the company's senior secured credit
facilities and, as a result, to rank pari passu with them.

In the second fiscal quarter ended March 31, 2009, revenue and
EBITDA (excluding noncash stock compensation expense) decreased
16.5% and 14%, respectively.  Revenue and EBITDA at the recorded
music segment declined 18% and 34%, respectively, reflecting the
timing of releases, as well as ongoing secular pressure on
physical sales that has been exacerbated by the weak economy.
Despite continued declines in physical sales, WMG has consistently
gained U.S. market share from its competitors, increasing its
album share to 21.8% in the quarter from 20.7% in the year-ago
quarter.

Lease-adjusted debt to EBITDA was 5.1x for the 12 months ended
March 31, 2009--down from 5.5x in the previous-year period.  Pro
forma for the $300 million debt repayment, lease-adjusted leverage
was 4.5x.  EBITDA coverage of total interest expense was healthy
at about 2.5x.  EBITDA coverage of cash interest was better, at
about 3.3x.  The company must begin paying cash interest on its
9.5% holding company discount notes starting June 15, 2010, at
which point the notes' accreted value will equal roughly
$258 million.  Cash interest expense will increase by roughly
$12.25 million for the holding company notes' semiannual interest
payment on June 15, 2010.

WMG converted a very healthy 83% of EBITDA to discretionary cash
flow for the 12 months ended March 31, 2009.  Strong EBITDA
conversion is a characteristic of the industry, although free cash
flow in the first six months of 2009 further benefited from
working capital swings, as cash usage in last year's holiday
quarter was high due to physical sales associated with Josh
Groban's "Noel" album.  Assuming that EBITDA stabilizes, S&P
expects that the company will continue to generate healthy
discretionary cash flow, which can fluctuate with the timing of
releases and less predictable royalty advances.


WCI COMMUNITIES: SEC Charges Trader for Manipulate Stock Price
--------------------------------------------------------------
The Securities and Exchange Commission charged a trader from Fort
Myers, Florida, with fraud for writing and disseminating a fake
press release that, when reported in the media, caused a company's
stock price to soar and allowed him to reap thousands of dollars
in illicit profits.

The SEC alleges that Richard Karp created the phony press release
as an announcement from WCI Communities, Inc., and he faxed it to
media outlets in an effort to manipulate the stock price of the
Florida-based luxury home building company, whose stock was traded
on the New York Stock Exchange.  The bogus press release falsely
stated that WCI's board of directors received a buyout offer
potentially worth $220 million.  After the fake news was picked up
by media outlets, WCI's share price increased dramatically and Mr.
Karp quickly sold his shares to generate his illegal profits.

"As alleged in our complaint, Karp actively traded in WCI's stock
while hoping that a major shareholder would make a buyout offer,"
said David Nelson, Director of the SEC's Miami Regional Office.
"When that didn't happen, Karp tried to take the news into his own
hands to enrich himself and cheat the investing public."

The SEC's complaint, filed in the U.S. District Court for the
Middle District of Florida, alleges that Mr. Karp drafted and
disseminated the bogus WCI press release so that he could sell his
WCI stock at an inflated price.  Mr. Karp had actively traded the
stock of WCI throughout late 2007 and early 2008, and in early
July he bought 42,000 shares of WCI for approximately $54,700.
However, on July 14, WCI announced that it was no longer engaged
in discussions with affiliates regarding alternative restructuring
proposals.

The SEC alleges that Mr. Karp attempted to drive up WCI's share
price by creating and faxing the bogus press release to Southwest
Florida and national media outlets on a Saturday evening, July 19.
The fake news was consequently reported by at least four Fort
Myers media outlets.  WCI's share price increased dramatically the
following Monday morning, July 21.  Mr. Karp sold his shares in
pre-market trading that day, generating approximately $29,000 in
illegal profits.

The SEC's complaint charges Mr. Karp with violating Section 17(a)
of the Securities Act of 1933, Sections 9(a)(4) and 10(b) of the
Securities Exchange Act of 1934, and Rule 10b-5 thereunder. The
Commission seeks a permanent injunction, disgorgement of ill-
gotten gains plus prejudgment interest and the imposition of a
financial penalty.

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets:WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company.
It has operations in Florida, New York, New Jersey, Connecticut,
Massachusetts, Virginia and Maryland.  The company directly
employs roughly 1,800 people, as well as roughly 1,800 sales
representatives as independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones, Esq.,
Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Committee in these cases.
When the Debtors filed for protection from their creditors, they
listed total assets of $2,178,179,000 and total debts of
$1,915,034,000.


WCI COMMUNITIES: Wants to Sell 18-Story Hotel and Condo Units
-------------------------------------------------------------
WCI Communities, Inc., et al., ask the U.S. Bankrutpcy Court for
the District of Delaware to approve bid procedures for the sale of
certain real property and personal property located in Miami-Dade
Country, Florida to Elevations Communities, LLC, free and clear of
all liens and encumbrances, subject to higher and better offers.

The Debtors propose the following timetable for the sale of the
assets:

  Bid Procedures Objection Deadline: May 22, 2009, at 4:00 p.m.
  Bid Procedures Hearing Date      : May 27, 2009, at 2:00 p.m.
  Sale Approval Objection Deadline : June 11, 2009, at 4:00 p.m.
  Initial Bid Deadline             : The 2nd business day prior to
                                     the date of the auction
  Auction Date                     : June 17, 2009, at 1:00 p.m.
  Sale Hearing Date                : June 18, 2009, at 2:00 p.m.

The property to be sold includes:

  -- the Hotel Lot, the Restaurant lot, and Spa Lot, which
     include the 18-story luxury hotel known as the "The
     Regent Bal Harbour", a full service fine dining food and
     beverage facility and a full service spa facility.

  -- 51 hotel condominium units, inclusive of 7 ADA compliant
     units, one presidential suite and connecting studio unit.

Elevation Communites has agreed to pay $14,600,000 for the
property.

The Debtors also ask the Court for authority to pay Elevation
Communities a break-up fee $146,000 out of the proceeds of the
consummated sale, if the property is sold to another buyer other
than the purchaser.

A full-text copy of the Asset Purchase Agreement is available at:

      http://bankrupt.com/misc/WCI.ElevationAPAPart1.pdf

      http://bankrupt.com/misc/WCI.ElevationAPAPart2.pdf

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets:WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company.
It has operations in Florida, New York, New Jersey, Connecticut,
Massachusetts, Virginia and Maryland.  The company directly
employs roughly 1,800 people, as well as roughly 1,800 sales
representatives as independent contract employees.

The Company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
and Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida,
represents the Debtors as counsel.  Eric Michael Sutty, Esq., and
Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, represent the
Debtors as Delaware counsel.  Lazard Freres & Co. LLC is the
Debtors' financial advisor.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent for the Debtors.  The U.S. Trustee for
Region 3 appointed five creditors to serve on an official
committee of unsecured creditors.  Daniel H. Golden, Esq., Lisa
Beckerman, Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss
Hauer & Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones LLP, represent the committee in these cases.  When the
Debtors filed for protection from their creditors, they listed
total assets of $2,178,179,000 and total debts of $1,915,034,000.


WELLCARE HEALTH: S&P Changes Outlook to Positive; Keeps B- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
WellCare Health Plans Inc. to positive from negative.  At the same
time, S&P affirmed its 'B-' counterparty credit rating on the
company.

"The positive outlook reflects our expectation that WellCare will
sustain its business and financial profile development, which
could improve the company's overall creditworthiness, given the
recent resolution with various government agencies," said Standard
& Poor's credit analyst Hema Singh.  "It also reflects our
expectation that WellCare will not be barred, by regulatory or
legislative intervention, from operating in its key markets."

Furthermore, the company's liquidity and financial flexibility are
now less constrained because WellCare has no outstanding debt.
And, the company has fully repaid its term loan and settled and/or
set up accruals for most of the expected financial
penalties/settlements that resulted from the government
investigation.

WellCare will pay $80 million as part of a deferred prosecution
agreement with the U.S. Attorney's Office for the Middle District
of Florida and the Florida Attorney General's Office to resolve
allegations that it tried to defraud Florida's Medicaid and
Healthy Kids programs under certain contracts (2004-2007).  The
company has paid most of the $80 million, and S&P expects it to
pay the remaining $19.8 million no later than December 31, 2009.
The company also has announced that it is engaged in resolutions
with other government agencies, including the SEC, and has accrued
$50 million for an additional estimated settlement.

The rating reflects the concentration of WellCare's revenue in
government-sponsored programs in the Medicaid and Medicare
business segment and the risk of exposure to unfavorable
regulatory/legislative intervention.  The rating also reflects
geographic market concentrations in Florida and Georgia, which
constituted about 74% and 73% of Health Plan Medicaid and Medicare
revenue and membership (excluding Part D members and revenue),
respectively.


WESTERN ALLIANCE: Moody's Gives Stable Outlook on 'Ba3' Rating
--------------------------------------------------------------
Moody's Investors Service changed the rating outlook on Western
Alliance Bancorporation and its subsidiary, Bank of Nevada, to
stable from negative.  Western Alliance Bancorporation has an
issuer rating of Ba3.  Bank of Nevada is rated D+ for bank
financial strength and Ba1 for long-term deposits.  The short-term
ratings of the bank are Not Prime.

The change in outlook was based on the improved financial
flexibility the company obtained by raising approximately $200
million of common equity.  This capital raise improves Western
Alliance's tangible common equity, as defined by Moody's, by four
percentage points to 10.1% of risk-weighted assets on a pro-forma
basis as of March 31, 2009, while Tier 1 risk-based capital
increases to an estimated 13.4%

Moody's had downgraded Western Alliance's ratings on April 6, 2009
(BFSR to D+ from C-, and long-term deposits to Ba1 from Baa2) in
response to the capital pressures it was likely to experience
because of its large real estate lending concentration in some of
the weakest U.S. markets, specifically Nevada, Arizona, and
California.  Western Alliance's improved capital position provides
a significantly larger capital cushion to absorb expected losses.

As noted, Moody's views the additional capital as a positive
development, but remains concerned by both the company's
concentration in commercial real estate in three of the most
distressed real estate markets in the U.S., as well as the asset
quality deterioration that Western Alliance has experienced
through the first quarter of 2009.  Western Alliance's CRE
exposure, excluding owner-occupied properties, equals about $1.5
billion or 3 times TCE, including the additional equity.  Over the
last 5 quarters, Western Alliance's nonperforming assets,
including 90 days past due, have steadily increased.  In the first
quarter of 2009, NPAs doubled for the second consecutive quarter
to 30% of proforma TCE and reserves as of March 31, 2009.  Net
charge-offs in the first quarter were 1.7%, moderately higher than
those in the prior quarter.

In addition, Moody's said that it believes the expected rise in
credit costs will significantly pressure Western Alliance's
ability to return to profitability.  This performance, together
with uncertainty about the long-term franchise characteristics of
a firm that has historically been focused on CRE, currently limits
Moody's views on upward pressure for Western Alliance's ratings.

Western Alliance Bancorporation, which is headquartered in Las
Vegas, Nevada reported total assets of $5.3 billion as of March
31, 2009.


WHITE ENERGY: Can Access Cash Securing West LB Loan Until July 3
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on an interim basis, White Energy, Inc., and its debtor-affiliates
to:

   -- use cash securing repayment of loan from West LB AG until
      July 3, 2009; and

   -- grant adequate protection to the Debtors' prepetition
      secured parties.

A final hearing on the Debtors' motion is set for May 29, 2009, at
1:00 p.m.  Objections, if any are due on May 26, 2009, at
4:00 p.m.

As of White Energy's petition date, the Debtors owed $300 million
to West LB AG, New York Branch, as administrative agent, and the
prepetition lenders under the amended and restated credit
agreement dated as of July 31, 2006, as amended, in respect to
loans made and letters of credit issued and other financial
accommodations made.

The Debtors pledged security interests in the Debtors' assets to
the prepetition lenders.

The Debtors are authorized to grant:

   -- adequate protection liens on any and all presently owned and
      hereafter acquired personal property, real property and all
      other assets of the Debtors;

   -- superpriority claims; and

   -- adquate protection payments

                      About White Energy, Inc.

Headquartered in Dallas, Texas, White Energy, Inc. --
http://www.white-energy.com/-- builds and acquires ethanol
production projects.

The company and its debtor-affiliates filed for Chapter 11 on
May 7, 2009, (Bankr. D, Del. Lead Case No.: 09-11601) Michael R.
Lastowski, Esq. at Duane Morris LLP represents the Debtors in
their restructuring efforts.  The Debtor proposes to employ The
Garden City Group Inc. as claims agent.  The Debtors' assets and
debts both range from $100 million to $500 million.


WHITE ENERGY: Can Hire Garden City as Claims and Noticing Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
White Energy, Inc., and its debtor-affiliates to employ The Garden
City Group, Inc. as claims, noticing and balloting agent.

Garden City is expected to:

   i) transmit certain notices to creditors and parties in
      interest in the Chapter 11 cases;

  ii) receive, docket, scan, maintain and photocopy proofs of
      claim filed against the Debtors;

iii) oversee the distribution of solicitation material;

  iv) receive, review and tabulate ballots; and

   v) assist the Debtors with administrative functions relating to
      the Chapter 11 Plan.

The Debtors will pay Garden City monthly for services rendered
during the preceding month.  The court document did not specify
the rates of the Garden City personnel.

To reduce the administrative expenses, the Debtors are authorized
to compensate Garden City without formal fee applications or other
filings with this Court.

To the best of the Debtors' knowledge, Garden City is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About White Energy, Inc.

Headquartered in Dallas, Texas, White Energy, Inc. --
http://www.white-energy.com/-- builds and acquires ethanol
production projects.

The company and its debtor-affiliates filed for Chapter 11 on
May 7, 2009 (Bankr. D, Del. Lead Case No. 09-11601).  Michael R.
Lastowski, Esq. at Duane Morris LLP represents the Debtors in
their restructuring efforts.  The Debtor proposes to employ The
Garden City Group Inc. as claims agent.  The Debtors' assets and
debts both range from $100 million to $500 million.


WILD WILLIES: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Wild Willies Custom Accessories, Inc.
        dba WIld Wilies
        1242 Green Street
        Conyers, GA 30012

Bankruptcy Case No.: 09-72858

Chapter 11 Petition Date: May 19, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Kevin J. Cowart, Esq.
                  Morris Lober & Dobson LLC
                  1511 Eatonton Road, Suite 202
                  Madison, Georgia 30650
                  Tel: (706) 342-8014

Total Assets: $1,109,401

Total Debts: $1,186,422

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

          http://bankrupt.com/misc/ganb09-72858.pdf

The petition was signed by James W. Jordan, CEO and president of
the Company.


WP EVENFLO: S&P Cuts Issue-Level Rating on Facilities to 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level rating and revised its recovery rating on WP Evenflo
Holdings Inc.'s first-lien senior secured debt facilities.  S&P
lowered the issue-level rating on WP Evenflo's first-lien
facilities, consisting of a $40 million revolving credit facility
and $120 million term loan (about $115 million currently
outstanding) to 'CCC' (the same as the corporate credit rating),
from 'CCC+'.  In addition, S&P revised the recovery rating to '3'
from '2'.  The '3' recovery rating indicates the expectation of
meaningful (50%-70%) recovery in the event of a payment default.
The 'CC' issue-level rating on the $45 million second-lien term
loan remains unchanged (two notches lower than the corporate
credit rating) with a recovery rating of '6', indicating that S&P
would expect negligible (0%-10%) recovery in the event of a
payment default.

"However, S&P is now withdrawing the corporate credit, and senior
secured first and second-lien debt ratings on the company due to
lack of information," said Standard & Poor's credit analyst Susan
Ding.

The rating downgrades on the first-lien facilities are the result
of S&P's downward revision of the valuation multiple S&P used in
its simulated default scenario to arrive at an estimated emergence
enterprise value.  S&P lowered the multiple to 4x from 6x,
reflecting concerns pertaining to brand valuations following
several product recalls.


WR GRACE: Court to Rule on Default Interest at Plan Hearing
-----------------------------------------------------------
Judge Judith K. Fitzgerald of the U.S. Bankruptcy Court for
District of Delaware entered a decision, ruling that the bank
lenders aren't entitled to a default rate of interest insofar as
the allowance of the claim is concerned.  She said she won't
decide until the confirmation hearing on W.R. Grace & Co.'s
proposed reorganization plan whether the standards for approving a
Chapter 11 plan require paying a higher interest than what is
called for in W.R. Grace's proposed plan.

While the Court's decision on May 19 favored W.R. Grace, the issue
still could blow up approval of the reorganization plan intended
to end a more than eight-year bankruptcy scheduled for a final
phase of confirmation hearings in September, Bloomberg's Bill
Rochelle said.

The bank lenders, who will be paid in full under the Plan, contend
that they are entitled to the default rate of interest called for
in their loan agreements.  The Plan offers to pay post-bankruptcy
interest at 6.09 percent to bank lenders through December 2005 and
at a floating prime rate for later periods.  The bank lenders
contend that they are entitled to more interest.

Judge Fitzgerald noted how bankruptcy law says the so-called legal
rate of interest is required if unsecured creditors are to be paid
in full.  The judge said that the default rate in the loan
agreement wouldn't be the legal rate, which likely would be
smaller.

Judge Fitzgerald said that the banks still might win when she
decides whether the plan satisfies confirmation standards known as
the best interests and the fair and equitable tests.  The plan is
based a settlement from April 2008 resolving

A full-text copy of the proposed Disclosure Statement for Proposed
Joint Plan of Reorganization of W. R. Grace & Co. and its debtor
subsidiaries dated as of February 27, 2009, is available at no
charge at:

                http://ResearchArchives.com/t/s?3a0a

A full-text copy of the Proforma and Prospective Financial
Information is available at no charge at:

                http://ResearchArchives.com/t/s?3a0b

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on September 8 to 11 for objections related to
     claims from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YELLOWSTONE CLUB: Settles With Credit Suisse to Permit Sale
-----------------------------------------------------------
Yellowstone Mountain Club LLC reached a settlement with the
secured lender Credit Suisse Group AG, the official committee of
unsecured creditors and private-equity investor CrossHarbor
Capital Partners LLC.  Pursuant to the settlement, the purchase
price for Yellowstone's assets will be raised to $115 million.
CrossHarbor, the buyer, will provide a note of $80,000,000 and pay
$35 million in cash.  Credit Suisse and other prepetition lenders
will have the right to invest in CrossHarbor's acquisition through
a purchase of up to 15% of the equity capitalization, estimated to
be $30 million.

The U.S. Bankruptcy Court for the District of Montana began
hearings on Yellowstone's Chapter 11 plan on May 18.  The Court
has directed the Debtors to modify their Plan to incorporate the
terms of the Settlement.  The Debtors will also re-solicit votes
from certain classes in light of the developments.

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

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

As reported by the TCR on May 15, 2009, Credit Suisse provided
secured loans to Yellowstone for $375,000,000.  Credit Suisse
contemplated in acquiring the assets of Yellowstone with a credit
bid.  However, in light of Credit Suisse's "overreaching and
predatory lending practices" that caused the Company to incur
heavy debt, the Bankruptcy Court ruled that Credit Suisse's
allowed secured claim of $232 million is equitably subordinated
to:

    (1) CrossHarbor's debtor-in-possession financing;

    (2) approved administrative fees and costs of the bankruptcy
        estate; and

    (3) the allowed claims of unsecured creditors.

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: Panel Wants Allen & Co. as Financial Advisors
-----------------------------------------------------------------
The official committee of unsecured creditors of Young
Broadcasting Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York for authority to retain Allen & Company LLC
as its financial advisors, nunc pro tunc to March 3, 2009.

Allen will assist the committee both in evaluating any proposed
sale or plan of reorganization proposed by the Debtors and in
possibly evaluating an alternative restructuring strategy.

The Committee and Allen have agreed to this compensation
structure:

  a) Monthly Fees: Allen will be paid in advance a nonrefundable
     monthly cash fee of $150,000.  The first payment will be
     made upon approval of the Court and will include a monthly
     fee for each month from the Retention Date through the month
     in which payment is made.

  b) Restructuring Fee: The Debtors will pay an additional cash
     fee of $1 million dollars upon the confirmation of any
     restructuring, sale of substantial assets or similar
     transaction; provided, however, that in the event of the
     confirmation of a plan in which the unsecured creditors play
     a significant role and participate materially in providing
     new capital, the Restructuring Fee will instead be
     $2 million.

  c) New Capital: Should the Debtors seek to engage Allen in
     connection with the raising of debt or equity capital from
     any person who is not an unsecured creditor of the Debtors,
     said engagement will be the subject of an additional
     written agreement between Allen and one or more of the
     Debtors, with terms, including with respect to fees to be
     customary for an engagement of this type.

Thomas Kuhn, a managing director at Allen, assures the Court that
it does not hold any interest adverse to the Debtors or their
estates, and that it is a "disinterested person" as that term is
defined in Sec. 101(14) of the Bankruptcy Code.

                     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 committee 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 as chief restructuring officer.

At February 28, 2009, the Debtors had $334.9 million in total
assets and $936.7 million in total liabilities.


YOUNG BROADCASTING: Still Lacks Lead Bidder for June 19 Auction
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved on April 2, 2009, bidding procedures for either (a) a
potential refinancing or equity investment in Young Broadcasting
Inc. in support of a plan of reorganization, or (b) the sale, as a
going concern, of all or part of the Debtors' businesses and/or
assets.  Pursuant to the bid procedures, the Debtors would select
a stalking horse bidder, in advance of the June 17 deadline for
competing bids and the June 19 auction.

According to a May 18 report by Bloomberg's Bill Rochelle, Young
Broadcasting said in a court filing last week that it still hasn't
selected a lead bidder to submit the offer at the auction for the
business June 19.  Under the court-approved procedures, the
stalking-horse bidder will be entitled to a $300,000 expense
reimbursement and a break-up fee of 3% of the purchase price.

Young, Bill Rochelle relates, also said it hasn't yet "finalized"
the terms of a Chapter 11 plan.  The company nevertheless wants
the exclusive right to propose a plan extended until September 14.

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.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


* 2 Illinois Banks Closing Hike 2009 Failed Banks to 36
-------------------------------------------------------
Bank closures have reached thirty 36 after two banks from
Illinois, Strategic Capital Bank, in Champaign, and Citizens
National Bank, in Macomb, were closed May 22. BankUnited, FSB, in
Coral Gables, Florida, was closed Thursday, and bought by an
investor group.

While Citizens National and Strategic Capital were bought by
Illinois banks, BankUnited was bought by an investor group led by
WL Ross.  Bank United, FSB, with assets of $12.80 billion and
deposits of $8.6 billion as of May 2, 2009, has been the largest
bank  closed this year.  John Kanas and a consortium of investors
that include WL Ross & Co. LLC; Carlyle Investment Management
L.L.C.; Blackstone Capital Partners V L.P.; Centerbridge Capital
Partners, L.P. LeFrak Organization, Inc; The Wellcome Trust;
Greenaap Investments Ltd.; and East Rock Endowment Fund, have
signed a deal with FDIC to buy $12.7 billion in assets and $8.3
billion in nonbrokered deposits from BankUnited, FSB.  The buyers
will also provide $900 million in new capital for their purchased
bank, to be named BankUnited, a newly chartered federal savings
bank.

Wilbur Ross, founder of WL Ross, had said in September 2008 that
he expects as many as a thousand U.S. bank could close.  The bank
closings in 2009 have way outpaced 2008 levels -- there were only
25 closed banks that year.  The number of closed banks could rise
further this year as there were 252 financial institutions in the
Federal Deposit Insurance Company's "Problem List" as of the end
of 2008, compared with only 76 in the prior year.

WL Ross made his fortune making investments on distressed
industries.  He has restructured $200 billion in failed companies'
assets around the world, starting with the purchase of bankrupt
Bethlehem Steel Corp to form a merger with his International Steel
Group, then sell the company to Indian mogul Lakshmi Mittal to for
$4.5 billion.

                  $250,000 Insurance Until 2013

The FDIC said May 20 that deposits at its insured institutions
are now insured up to at least $250,000 per depositor through
December 31, 2013.  On January 1, 2014, the standard insurance
amount will return to $100,000 per depositor for all account
categories except for IRAs and other certain retirement accounts
which will remain at $250,000 per depositor.

Bloomberg reported last week that the FDIC board was scheduled to
meet May 22 to consider an emergency assessment to replenish its
insurance fund, which has been depleted by bank failures in 16
months.  The FDIC expects bank failures could cost $65 billion
through 2013.  The assessment the board proposed Feb. 27 was 20
cents per $100 in insured deposits.

Meanwhile, the FDIC Office of Public Affairs, clarified on May 15
that Chairman Sheila Bair, in an interview with Bloomberg, did not
suggest that the federal government will remove the CEOs.  The
FDIC statement said that Ms. Bair only said that management
changes could happen based on the capital plans that an
institution must submit to the government.  She did not refer to
CEOs specifically and the comment was in the context of capital
plans submitted by the institutions, according to the release.

                   Failed Banks List

The banks closed this year by regulators are:

Bank                                            Closing Date
----                                            ------------
Citizens National Bank, Macomb, IL                 05/22/09
Strategic Capital Bank, Champaigne IL              05/22/09
BankUnited FSB, Macomb, IL                         05/21/09
Westsound Bank, Bremerton, WA                      05/08/09
America West Bank, Layton, UT                      05/01/09
Citizens Community Bank, Ridgewood, NJ             05/01/09
Silverton Bank, N.A., Atlanta, GA                  05/01/09
First Bank of Idaho, Ketchum, ID                   04/24/09
First Bank of Beverly Hills, Calabasas, CA         04/24/09
Heritage Bank, Farmington Hills, MI                04/24/09
American Southern Bank, Kennesaw, GA               04/24/09
Great Basin Bank of Nevada, Elko, NV               04/17/09
American Sterling Bank, Sugar Creek, MO            04/17/09
New Frontier Bank, Greeley, CO                     04/10/09
Cape Fear Bank, Wilmington, NC                     04/10/09
Omni National Bank, Atlanta, GA                    03/27/09
TeamBank, National Association, Paola, KS          03/20/09
Colorado National Bank, Colorado Springs, CO       03/20/09
FirstCity Bank, Stockbridge, Georgia               03/20/09
Freedom Bank of Georgia, Commerce, GA              03/06/09
Security Savings Bank, based in Henderson, Nevada  02/27/09
Heritage Community Bank, Glenwood, Ill.            02/27/09
Silver Falls Bank, Silverton, OR                   02/20/09
Pinnacle Bank of Oregon, Beaverton, OR             02/13/09
Corn Belt Bank and Trust Company, Pittsfield, IL   02/13/09
Riverside Bank of the Gulf Coast, Cape Coral, FL   02/13/09
Sherman County Bank, Loup City, NE                 02/13/09
County Bank, Merced, CA                            02/06/09
Alliance Bank, Culver City, CA                     02/06/09
FirstBank Financial Services, McDonough, GA        02/06/09
Ocala National Bank, Ocala, FL                     01/30/09
Suburban Federal Savings Bank, Crofton, MD         01/30/09
MagnetBank, Salt Lake City, UT                     01/30/09
1st Centennial Bank, Redlands, CA                  01/23/09
Bank of Clark County, Vancouver, WA                01/16/09
National Bank of Commerce, Berkeley, IL            01/16/09

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of the closed banks:

                                            Buyer's     FDIC Cost
                                            Assumed  to Insurance
                                            Deposits         Fund
Closed Bank          Buyer                  (millions)  (millions)
-----------          ----                     --------       -----
Citizens National   Morton Community            $200.0     $106.0
Strategic Capital   Midland States Bank         $471.0     $173.0
BankUnited FSB      WL Ross-Led Investors     $8,300.0   $4,900.0
Westsound Bank      Kitsap Bank                 $295.1     $108.0
America West        Cache Valley Bank           $284.1     $119.4
Citizens Community  N.J. Community Bank          $43.7      $18.1
Silverton Bank      -- No Buyer --                   -   $1,300.0
First Bank of Id    US Bank, Minneapolis        $261.2     $191.2
First Bank of BH    -- No Buyer --                   -     $394.0
Heritage Bank       Level One Bank              $101.7      $71.3
American Southern   Bank of North Georgia        $55.6      $41.9
Great Basin Bank    Nevada State Bank           $221.4      $42.0
American Sterling   Metcalf Bank, Lee Summit    $171.9      $42.0
New Frontier Bank   -- No Buyer --                   -     $670.0
Cape Fear Bank      First Federal, Charleston   $403.0     $131.0
Omni National       -- No Buyer --                   -     $290.0
TeamBank, N.A.      Great Southern Bank         $474.0      $98.0
Colorado National   Herring Bank, Amarillo, TX   $82.7       $9.0
FirstCity Bank      -- No Buyer --                   -     $100.0
Freedom Bank        Nat'l Georgia Bank, Lavonia $161.0      $36.2
Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- No Buyer --                   -     $119.4
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

                    252 Banks in Problem List

No advance notice is given to the public when a financial
institution is closed.  The FDIC has a "problem list" of banks,
although the list is not divulged to the public.

As previously reported by the TCR, the number of FDIC-insured
commercial banks and savings institutions reporting financial
results fell to 8,305 at the end of 2008, down from 8,384 at the
end of the third quarter.  The net decline of 79 institutions was
the largest since the first quarter of 2002.  Fifteen new
institutions were chartered in the fourth quarter, the smallest
number in any quarter since the third quarter of 1994.  Seventy-
eight insured institutions were absorbed into other institutions
through mergers, and 12 institutions failed during the quarter
(five other institutions received FDIC assistance in the quarter).
For all of 2008, there were 98 new charters, 292 mergers, 25
failures and 5 assistance transactions.  Five institutions with
total assets of $1.3 trillion were assisted by the FDIC in 2008.
This is the largest number of failed and assisted institutions in
a year since 1993, when there were 50.

At year-end, 252 insured institutions with combined assets of
$159 billion were on the FDIC's "Problem List."  These totals are
up from 171 institutions with $116 billion in assets at the end of
the third quarter, and 76 institutions with $22 billion in assets
at the end of 2007.  The Problem List's 252 institutions at the
end of the fourth quarter of 2008 is the largest number since the
middle of 1995.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.

A copy of FDIC's Quarterly Banking Profile is available at:

         http://researcharchives.com/t/s?3aa5


* BOND PRICING -- For the Week From May 18 to 22, 2009
------------------------------------------------------
Company                 Coupon       Maturity  Bid Price
-------                 ------       --------  ---------
ACCURIDE CORP           8.50 %       2/1/2015      30.00
ADVANTA CAP TR          8.99 %     12/17/2026       9.50
AHERN RENTALS           9.25 %      8/15/2013      35.50
ALERIS INTL INC         9.00 %     12/15/2014       1.50
ALERIS INTL INC        10.00 %     12/15/2016       2.75
ALION SCIENCE          10.25 %       2/1/2015      28.50
ALLIED CAP CORP         6.00 %       4/1/2012      43.90
ALLIED CAP CORP         6.63 %      7/15/2011      46.60
AMBASSADORS INTL        3.75 %      4/15/2027      31.63
AMER AXLE & MFG         5.25 %      2/11/2014      26.00
AMER CAP STRATEG        8.60 %       8/1/2012      46.50
AMER GENL FIN           3.10 %      6/15/2009      73.60
AMER GENL FIN           3.88 %      10/1/2009      91.27
AMER GENL FIN           4.00 %      6/15/2009      98.11
AMER GENL FIN           4.30 %      6/15/2009      88.00
AMER GENL FIN           4.35 %      6/15/2009      90.00
AMER GENL FIN           4.35 %      6/15/2009      80.17
AMER GENL FIN           4.88 %      5/15/2010      80.38
AMER GENL FIN           5.00 %     10/15/2010      35.00
AMER GENL FIN           5.00 %     12/15/2010      36.00
AMER GENL FIN           5.00 %      1/15/2011      40.00
AMER GENL FIN           5.10 %      6/15/2009      98.18
AMER GENL FIN           5.15 %      6/15/2009      98.18
AMER GENL FIN           5.25 %      6/15/2009      95.00
AMER GENL FIN           5.25 %      6/15/2009      98.18
AMER GENL FIN           5.30 %      6/15/2009      98.22
AMER GENL FIN           5.35 %      7/15/2010      50.00
AMER GENL FIN           5.38 %       9/1/2009      97.00
AMER GENL FIN           5.50 %      6/15/2009      98.20
AMER GENL FIN           8.13 %      8/15/2009      93.56
AMER INTL GROUP         4.70 %      10/1/2010      73.40
AMER MEDIA OPER         8.88 %      1/15/2011      41.88
AMR CORP                9.20 %      1/30/2012      48.00
AMR CORP               10.40 %      3/15/2011      46.00
ANTHRACITE CAP         11.75 %       9/1/2027      20.50
ANTIGENICS              5.25 %       2/1/2025      25.50
APPLETON PAPERS         9.75 %      6/15/2014      35.06
ARCO CHEMICAL CO        9.80 %       2/1/2020      24.26
ARCO CHEMICAL CO       10.25 %      11/1/2010      23.00
ARVINMERITOR            8.75 %       3/1/2012      43.50
AVENTINE RENEW         10.00 %       4/1/2017      12.00
BALLY TOTAL FITN       14.00 %      10/1/2013       2.00
BANK NEW ENGLAND        8.75 %       4/1/1999      10.13
BANK NEW ENGLAND        9.88 %      9/15/1999       9.70
BANKUNITED CAP          3.13 %       3/1/2034       4.75
BARRINGTON BROAD       10.50 %      8/15/2014      20.00
BEAZER HOMES USA        4.63 %      6/15/2024      50.63
BEAZER HOMES USA        8.38 %      4/15/2012      50.25
BEAZER HOMES USA        8.63 %      5/15/2011      59.00
BELL MICROPRODUC        3.75 %       3/5/2024      24.00
BLOCKBUSTER INC         9.00 %       9/1/2012      48.50
BORDEN INC              8.38 %      4/15/2016      18.62
BORDEN INC              9.20 %      3/15/2021      23.00
BOWATER INC             6.50 %      6/15/2013      16.00
BOWATER INC             9.38 %     12/15/2021      16.56
BOWATER INC             9.50 %     10/15/2012      15.25
BRODER BROS CO         11.25 %     10/15/2010      30.13
BROOKSTONE CO          12.00 %     10/15/2012      38.00
C&D TECHNOLOGIES        5.50 %     11/15/2026      44.66
CALLON PETROLEUM        9.75 %      12/8/2010      34.00
CAPMARK FINL GRP        7.88 %      5/10/2012      30.00
CAPMARK FINL GRP        8.30 %      5/10/2017      25.00
CASE NEW HOLLAND        6.00 %       6/1/2009     100.00
CCH I LLC               9.92 %       4/1/2014       0.75
CCH I LLC              10.00 %      5/15/2014       1.00
CCH I LLC              11.13 %      1/15/2014       0.75
CCH I LLC              11.75 %      5/15/2014       0.75
CCH I LLC              12.13 %      1/15/2015       1.06
CCH I LLC              13.50 %      1/15/2014       1.00
CCH I/CCH I CP         11.00 %      10/1/2015      10.00
CCH I/CCH I CP         11.00 %      10/1/2015      11.50
CHAMPION ENTERPR        2.75 %      11/1/2037      24.25
CHARTER COMM HLD        9.92 %       4/1/2011       0.56
CHARTER COMM HLD       10.00 %      5/15/2011       1.00
CHARTER COMM HLD       11.75 %      5/15/2011       1.50
CHARTER COMM HLD       12.13 %      1/15/2012       1.50
CHARTER COMM HLD       13.50 %      1/15/2011       1.50
CHARTER COMM INC        6.50 %      10/1/2027      14.63
CIT GROUP INC           4.50 %      7/15/2009      91.00
CIT GROUP INC           4.85 %     12/15/2011      40.00
CIT GROUP INC           4.88 %      6/15/2013      34.00
CIT GROUP INC           5.05 %     11/15/2010      55.00
CIT GROUP INC           5.05 %      7/15/2013      33.60
CIT GROUP INC           5.30 %      7/15/2014      26.50
CIT GROUP INC           5.40 %      9/15/2013      30.00
CIT GROUP INC           6.25 %      2/15/2010      81.05
CIT GROUP INC           6.60 %      2/15/2011      60.00
CIT GROUP INC           7.60 %      2/15/2013      39.25
CLAIRE'S STORES        10.50 %       6/1/2017      32.00
CLEAR CHANNEL           4.40 %      5/15/2011      22.00
CLEAR CHANNEL           4.50 %      1/15/2010      54.75
CLEAR CHANNEL           4.90 %      5/15/2015      14.25
CLEAR CHANNEL           5.00 %      3/15/2012      19.00
CLEAR CHANNEL           5.50 %      9/15/2014      13.50
CLEAR CHANNEL           5.50 %     12/15/2016      14.00
CLEAR CHANNEL           5.75 %      1/15/2013      14.00
CLEAR CHANNEL           6.25 %      3/15/2011      31.50
CLEAR CHANNEL           6.88 %      6/15/2018      15.00
CLEAR CHANNEL           7.25 %     10/15/2027      14.00
CLEAR CHANNEL           7.65 %      9/15/2010      40.00
CLEAR CHANNEL          10.75 %       8/1/2016      21.38
COMMERCIAL VEHIC        8.00 %       7/1/2013      32.10
COMPREHENS CARE         7.50 %      4/15/2010      75.13
COMPUCREDIT             3.63 %      5/30/2025      34.50
CONEXANT SYSTEMS        4.00 %       3/1/2026      29.75
CONSTAR INTL           11.00 %      12/1/2012       6.00
COOPER-STANDARD         7.00 %     12/15/2012      19.00
COOPER-STANDARD         8.38 %     12/15/2014      12.09
CREDENCE SYSTEM         3.50 %      5/15/2010      40.73
DAE AVIATION           11.25 %       8/1/2015      35.25
DECODE GENETICS         3.50 %      4/15/2011       5.50
DELPHI CORP             6.50 %      8/15/2013       1.50
DELPHI CORP             8.25 %     10/15/2033       0.60
DELTA PETROLEUM         3.75 %       5/1/2037      38.00
DEX MEDIA INC           8.00 %     11/15/2013      15.50
DEX MEDIA INC           9.00 %     11/15/2013      13.19
DEX MEDIA INC           9.00 %     11/15/2013      16.25
DEX MEDIA WEST          8.50 %      8/15/2010      61.00
DEX MEDIA WEST          9.88 %      8/15/2013      24.50
DUNE ENERGY INC        10.50 %       6/1/2012      42.00
EDDIE BAUER HLDG        5.25 %       4/1/2014      20.25
ENCOMPASS SERVIC       10.50 %       5/1/2009       5.00
ENERGY PARTNERS         8.75 %       8/1/2010      35.00
EPIX MEDICAL INC        3.00 %      6/15/2024      19.13
FAIRPOINT COMMUN       13.13 %       4/1/2018      33.00
FIBERTOWER CORP         9.00 %     11/15/2012      40.50
FINISAR CORP            2.50 %     10/15/2010      58.25
FINLAY FINE JWLY        8.38 %       6/1/2012       3.09
FIRST DATA CORP         5.63 %      11/1/2011      44.00
FLOTEK INDS             5.25 %      2/15/2028      25.25
FONTAINEBLEAU LA       11.00 %      6/15/2015      23.00
FORD MOTOR CRED         4.80 %      7/20/2009      91.09
FORD MOTOR CRED         5.00 %      8/20/2009      90.28
FORD MOTOR CRED         5.50 %      6/22/2009      95.00
FORD MOTOR CRED         5.50 %      2/22/2010      79.32
FORD MOTOR CRED         5.70 %      3/22/2010      72.50
FORD MOTOR CRED         7.00 %       7/1/2010      71.50
FORD MOTOR CRED         7.72 %      5/17/2010      70.53
FORD MOTOR CRED         8.00 %     12/20/2010      62.00
FRANKLIN BANK           4.00 %       5/1/2027       0.01
FREESCALE SEMICO       10.13 %     12/15/2016      27.50
FRONTIER AIRLINE        5.00 %     12/15/2025       8.00
GENCORP INC             2.25 %     11/15/2024      39.00
GENCORP INC             4.00 %      1/16/2024      77.27
GENERAL MOTORS          6.75 %       5/1/2028       8.50
GENERAL MOTORS          7.13 %      7/15/2013       6.25
GENERAL MOTORS          7.20 %      1/15/2011       6.13
GENERAL MOTORS          7.40 %       9/1/2025       5.13
GENERAL MOTORS          7.70 %      4/15/2016       8.75
GENERAL MOTORS          8.10 %      6/15/2024       4.95
GENERAL MOTORS          8.25 %      7/15/2023       4.95
GENERAL MOTORS          8.38 %      7/15/2033       4.95
GENERAL MOTORS          8.80 %       3/1/2021       4.48
GENERAL MOTORS          9.40 %      7/15/2021       4.55
GENERAL MOTORS          9.45 %      11/1/2011       8.50
GENWORTH GLOBAL         6.10 %      4/15/2033      15.25
GEORGIA GULF CRP        7.13 %     12/15/2013      22.25
GGP LP                  3.98 %      4/15/2027      29.82
GMAC LLC                4.95 %     10/15/2009      87.00
GMAC LLC                5.05 %      7/15/2009      93.56
GMAC LLC                5.10 %      8/15/2009      92.50
GMAC LLC                5.25 %      6/15/2009      98.00
GMAC LLC                5.25 %      7/15/2009      95.00
GMAC LLC                5.25 %     11/15/2009      84.50
GMAC LLC                5.35 %      6/15/2009      98.00
GMAC LLC                5.35 %     12/15/2009      82.33
GMAC LLC                5.40 %      6/15/2009      97.50
GMAC LLC                6.25 %      6/15/2009      86.50
GMAC LLC                6.25 %      6/15/2009      98.50
GMAC LLC                6.25 %      7/15/2013      31.00
GMAC LLC                6.30 %      6/15/2009      91.00
GMAC LLC                6.30 %      6/15/2009      98.10
GMAC LLC                6.30 %      7/15/2009      84.50
GMAC LLC                6.50 %      2/15/2013      32.00
GMAC LLC                6.65 %      7/15/2009      92.76
GMAC LLC                6.65 %      2/15/2013      33.12
GMAC LLC                6.70 %      7/15/2009      95.50
GMAC LLC                6.70 %      5/15/2014      23.39
GMAC LLC                6.75 %     11/15/2009      75.50
GMAC LLC                6.80 %      7/15/2009      96.00
GMAC LLC                6.90 %     12/15/2009      83.88
GMAC LLC                7.00 %      7/15/2009      93.00
GMAC LLC                7.00 %     12/15/2009      85.00
GMAC LLC                7.05 %     10/15/2009      88.00
GMAC LLC                7.13 %      8/15/2009      93.00
GMAC LLC                7.25 %      1/15/2010      66.00
GMAC LLC                7.50 %      9/15/2010      57.00
GMAC LLC                7.63 %     11/15/2012      34.50
GMAC LLC                8.25 %      9/15/2012      34.00
GMAC LLC                8.50 %      5/15/2010      75.50
GMAC LLC                8.50 %      8/15/2015      28.00
GREAT LAKES CHEM        7.00 %      7/15/2009      43.75
HAIGHTS CROSS OP       11.75 %      8/15/2011      57.88
HANNA (MA) CO           6.52 %      2/23/2010      70.06
HARRY & DAVID OP        9.00 %       3/1/2013      35.75
HAWAIIAN TELCOM         9.75 %       5/1/2013       3.00
HEADWATERS INC          2.88 %       6/1/2016      31.00
HILTON HOTELS           7.50 %     12/15/2017      20.18
HINES NURSERIES        10.25 %      10/1/2011      14.00
IDEARC INC              8.00 %     11/15/2016       2.78
INCYTE CORP             3.50 %      2/15/2011      55.00
INN OF THE MOUNT       12.00 %     11/15/2010      14.00
INTCOMEX INC           11.75 %      1/15/2011      38.50
INTERDENT SVC          10.75 %     12/15/2011      52.40
INTL LEASE FIN          3.25 %      2/15/2010      65.00
INTL LEASE FIN          3.55 %      7/15/2009      95.45
INTL LEASE FIN          3.88 %      2/15/2010      75.38
INTL LEASE FIN          4.00 %     10/15/2009      75.25
INTL LEASE FIN          4.00 %     12/15/2009      74.50
INTL LEASE FIN          4.25 %      8/15/2009      93.11
INTL LEASE FIN          4.25 %     10/15/2010      60.50
INTL LEASE FIN          4.30 %      8/15/2010      51.20
INTL LEASE FIN          4.38 %      8/15/2009      91.75
INTL LEASE FIN          4.40 %      8/15/2009      92.70
INTL LEASE FIN          4.80 %      6/15/2010      73.00
INTL LEASE FIN          4.85 %      9/15/2010      67.00
INTL LEASE FIN          5.00 %      6/15/2012      42.00
INTL LEASE FIN          5.25 %      8/15/2009      90.73
INTL LEASE FIN          5.50 %      4/15/2012      33.25
INTL LEASE FIN          7.25 %      2/15/2010      78.00
INTL LEASE FIN          7.75 %      2/15/2010      82.00
ISTAR FINANCIAL         5.13 %       4/1/2011      51.00
ISTAR FINANCIAL         5.13 %       4/1/2011      51.00
ISTAR FINANCIAL         5.15 %       3/1/2012      41.00
ISTAR FINANCIAL         5.50 %      6/15/2012      47.00
ISTAR FINANCIAL         5.80 %      3/15/2011      54.50
ISTAR FINANCIAL         6.00 %     12/15/2010      61.00
JAZZ TECHNOLOGIE        8.00 %     12/31/2011      24.50
JEFFERSON SMURFI        7.50 %       6/1/2013      26.63
JEFFERSON SMURFI        8.25 %      10/1/2012      26.50
K HOVNANIAN ENTR        7.75 %      5/15/2013      38.00
K HOVNANIAN ENTR        8.88 %       4/1/2012      48.27
KAISER ALUM&CHEM       12.75 %       2/1/2003       8.10
KELLWOOD CO             7.63 %     10/15/2017       5.00
KEMET CORP              2.25 %     11/15/2026      30.75
KEMET CORP              2.25 %     11/15/2026      31.00
KEYSTONE AUTO OP        9.75 %      11/1/2013      35.59
KKR FINANCIAL           7.00 %      7/15/2012      43.25
KNIGHT RIDDER           4.63 %      11/1/2014      24.50
KNIGHT RIDDER           6.88 %      3/15/2029      19.00
KNIGHT RIDDER           7.13 %       6/1/2011      33.50
LANDAMERICA             3.13 %     11/15/2033      11.52
LANDAMERICA             3.25 %      5/15/2034      12.25
LEAR CORP               5.75 %       8/1/2014      34.00
LEAR CORP               8.50 %      12/1/2013      25.50
LEAR CORP               8.75 %      12/1/2016      25.75
LEHMAN BROS HLDG        1.50 %      3/23/2012      12.50
LEHMAN BROS HLDG        4.25 %      1/27/2010      14.00
LEHMAN BROS HLDG        4.38 %     11/30/2010      12.88
LEHMAN BROS HLDG        4.50 %      7/26/2010      13.63
LEHMAN BROS HLDG        4.50 %       8/3/2011       8.50
LEHMAN BROS HLDG        4.80 %      2/27/2013       7.00
LEHMAN BROS HLDG        4.80 %      3/13/2014      14.88
LEHMAN BROS HLDG        4.80 %      6/24/2023       7.25
LEHMAN BROS HLDG        5.00 %      1/14/2011      12.25
LEHMAN BROS HLDG        5.00 %      1/22/2013       6.25
LEHMAN BROS HLDG        5.00 %      2/11/2013       9.50
LEHMAN BROS HLDG        5.00 %      3/27/2013       7.00
LEHMAN BROS HLDG        5.00 %       8/3/2014       7.25
LEHMAN BROS HLDG        5.00 %       8/5/2015       6.00
LEHMAN BROS HLDG        5.00 %     12/18/2015      10.00
LEHMAN BROS HLDG        5.00 %      5/28/2023       8.25
LEHMAN BROS HLDG        5.00 %      5/30/2023       7.00
LEHMAN BROS HLDG        5.00 %      6/10/2023       7.76
LEHMAN BROS HLDG        5.00 %      6/17/2023       7.25
LEHMAN BROS HLDG        5.10 %      1/28/2013       6.00
LEHMAN BROS HLDG        5.10 %      2/15/2020       7.00
LEHMAN BROS HLDG        5.15 %       2/4/2015       9.50
LEHMAN BROS HLDG        5.20 %      5/13/2020       8.01
LEHMAN BROS HLDG        5.25 %       2/6/2012      13.50
LEHMAN BROS HLDG        5.25 %      1/30/2014       7.13
LEHMAN BROS HLDG        5.25 %      2/11/2015       9.55
LEHMAN BROS HLDG        5.25 %       3/8/2020      10.00
LEHMAN BROS HLDG        5.25 %      5/20/2023       7.38
LEHMAN BROS HLDG        5.35 %      3/13/2020       7.50
LEHMAN BROS HLDG        5.35 %      6/14/2030       7.55
LEHMAN BROS HLDG        5.38 %       5/6/2023       9.25
LEHMAN BROS HLDG        5.40 %       3/6/2020       9.50
LEHMAN BROS HLDG        5.40 %      3/20/2020       7.28
LEHMAN BROS HLDG        5.40 %      3/30/2029       7.25
LEHMAN BROS HLDG        5.40 %      6/21/2030       8.01
LEHMAN BROS HLDG        5.45 %      3/15/2025       6.39
LEHMAN BROS HLDG        5.45 %       4/6/2029       7.00
LEHMAN BROS HLDG        5.45 %      2/22/2030       6.93
LEHMAN BROS HLDG        5.45 %      7/19/2030       8.00
LEHMAN BROS HLDG        5.45 %      9/20/2030       8.00
LEHMAN BROS HLDG        5.50 %       4/4/2016      13.50
LEHMAN BROS HLDG        5.50 %       2/4/2018       6.34
LEHMAN BROS HLDG        5.50 %      2/19/2018       5.60
LEHMAN BROS HLDG        5.50 %      11/4/2018       7.25
LEHMAN BROS HLDG        5.50 %      2/27/2020       7.75
LEHMAN BROS HLDG        5.50 %      8/19/2020       7.25
LEHMAN BROS HLDG        5.50 %      3/14/2023       6.00
LEHMAN BROS HLDG        5.50 %       4/8/2023       7.00
LEHMAN BROS HLDG        5.50 %      4/15/2023       8.20
LEHMAN BROS HLDG        5.50 %      4/23/2023       9.25
LEHMAN BROS HLDG        5.50 %       8/5/2023       4.95
LEHMAN BROS HLDG        5.50 %      10/7/2023       7.50
LEHMAN BROS HLDG        5.50 %      1/27/2029       8.00
LEHMAN BROS HLDG        5.50 %       2/3/2029       7.00
LEHMAN BROS HLDG        5.50 %       8/2/2030       7.50
LEHMAN BROS HLDG        5.55 %      2/11/2018       7.00
LEHMAN BROS HLDG        5.55 %       3/9/2029       7.25
LEHMAN BROS HLDG        5.55 %      1/25/2030       7.55
LEHMAN BROS HLDG        5.55 %      9/27/2030       8.12
LEHMAN BROS HLDG        5.55 %     12/31/2034       8.01
LEHMAN BROS HLDG        5.60 %      1/22/2018       7.75
LEHMAN BROS HLDG        5.60 %      2/17/2029       7.55
LEHMAN BROS HLDG        5.60 %      2/24/2029       8.00
LEHMAN BROS HLDG        5.60 %       3/2/2029       8.01
LEHMAN BROS HLDG        5.60 %      2/25/2030       7.50
LEHMAN BROS HLDG        5.60 %       5/3/2030       7.61
LEHMAN BROS HLDG        5.63 %      1/24/2013      14.50
LEHMAN BROS HLDG        5.63 %      3/15/2030       7.66
LEHMAN BROS HLDG        5.65 %     11/23/2029       9.50
LEHMAN BROS HLDG        5.65 %      8/16/2030       8.01
LEHMAN BROS HLDG        5.65 %     12/31/2034       7.00
LEHMAN BROS HLDG        5.70 %      1/28/2018       6.50
LEHMAN BROS HLDG        5.70 %      2/10/2029       5.55
LEHMAN BROS HLDG        5.70 %      4/13/2029       7.00
LEHMAN BROS HLDG        5.70 %       9/7/2029       8.01
LEHMAN BROS HLDG        5.70 %     12/14/2029       7.88
LEHMAN BROS HLDG        5.75 %      4/25/2011      14.50
LEHMAN BROS HLDG        5.75 %      7/18/2011      14.00
LEHMAN BROS HLDG        5.75 %      5/17/2013      14.00
LEHMAN BROS HLDG        5.75 %      3/27/2023       7.15
LEHMAN BROS HLDG        5.75 %      9/16/2023       9.00
LEHMAN BROS HLDG        5.75 %     10/15/2023       8.50
LEHMAN BROS HLDG        5.75 %     10/21/2023       7.75
LEHMAN BROS HLDG        5.75 %     11/12/2023       6.85
LEHMAN BROS HLDG        5.75 %     11/25/2023       6.00
LEHMAN BROS HLDG        5.75 %     12/16/2028       9.75
LEHMAN BROS HLDG        5.75 %     12/23/2028       7.75
LEHMAN BROS HLDG        5.75 %      8/24/2029       7.00
LEHMAN BROS HLDG        5.75 %      9/14/2029       5.66
LEHMAN BROS HLDG        5.75 %     10/12/2029       9.50
LEHMAN BROS HLDG        5.75 %      3/29/2030       8.75
LEHMAN BROS HLDG        5.80 %       9/3/2020       7.90
LEHMAN BROS HLDG        5.80 %     10/25/2030       6.50
LEHMAN BROS HLDG        5.85 %      11/8/2030       9.00
LEHMAN BROS HLDG        5.88 %     11/15/2017      13.00
LEHMAN BROS HLDG        5.90 %       5/4/2029       7.12
LEHMAN BROS HLDG        5.90 %       2/7/2031       7.00
LEHMAN BROS HLDG        5.95 %     12/20/2030       7.50
LEHMAN BROS HLDG        6.00 %      7/19/2012      13.90
LEHMAN BROS HLDG        6.00 %      1/22/2020       9.00
LEHMAN BROS HLDG        6.00 %      2/12/2020       8.60
LEHMAN BROS HLDG        6.00 %      1/29/2021       8.10
LEHMAN BROS HLDG        6.00 %     10/23/2028       8.01
LEHMAN BROS HLDG        6.00 %     11/18/2028       7.00
LEHMAN BROS HLDG        6.00 %      5/11/2029       8.01
LEHMAN BROS HLDG        6.00 %      7/20/2029       6.93
LEHMAN BROS HLDG        6.00 %      4/30/2034       5.96
LEHMAN BROS HLDG        6.00 %      7/30/2034       7.67
LEHMAN BROS HLDG        6.00 %      2/21/2036       7.76
LEHMAN BROS HLDG        6.00 %      2/24/2036       8.66
LEHMAN BROS HLDG        6.00 %      2/12/2037       7.50
LEHMAN BROS HLDG        6.05 %      6/29/2029       7.45
LEHMAN BROS HLDG        6.10 %      8/12/2023       8.76
LEHMAN BROS HLDG        6.15 %      4/11/2031       6.75
LEHMAN BROS HLDG        6.20 %      9/26/2014      15.38
LEHMAN BROS HLDG        6.20 %      6/15/2027       8.02
LEHMAN BROS HLDG        6.20 %      5/25/2029       7.25
LEHMAN BROS HLDG        6.25 %       2/5/2021       6.73
LEHMAN BROS HLDG        6.25 %      2/22/2023       6.50
LEHMAN BROS HLDG        6.40 %     10/11/2022       7.25
LEHMAN BROS HLDG        6.40 %     12/19/2036      12.50
LEHMAN BROS HLDG        6.50 %      2/28/2023       5.88
LEHMAN BROS HLDG        6.50 %       3/6/2023       7.35
LEHMAN BROS HLDG        6.50 %     10/18/2027       5.93
LEHMAN BROS HLDG        6.50 %     10/25/2027       7.00
LEHMAN BROS HLDG        6.50 %     11/15/2032       7.35
LEHMAN BROS HLDG        6.50 %      1/17/2033       7.00
LEHMAN BROS HLDG        6.50 %     12/22/2036       7.50
LEHMAN BROS HLDG        6.50 %      2/13/2037       8.50
LEHMAN BROS HLDG        6.50 %      6/21/2037       7.00
LEHMAN BROS HLDG        6.50 %      7/13/2037       7.00
LEHMAN BROS HLDG        6.60 %      10/3/2022       7.75
LEHMAN BROS HLDG        6.63 %      1/18/2012      13.65
LEHMAN BROS HLDG        6.75 %       7/1/2022       5.50
LEHMAN BROS HLDG        6.75 %      3/11/2033       7.63
LEHMAN BROS HLDG        6.75 %     10/26/2037       9.00
LEHMAN BROS HLDG        6.80 %       9/7/2032       7.25
LEHMAN BROS HLDG        6.85 %      8/16/2032       9.50
LEHMAN BROS HLDG        6.88 %       5/2/2018      16.81
LEHMAN BROS HLDG        6.88 %      7/17/2037       0.01
LEHMAN BROS HLDG        6.90 %       9/1/2032       8.75
LEHMAN BROS HLDG        7.00 %      4/16/2019       5.88
LEHMAN BROS HLDG        7.00 %      5/12/2023       7.09
LEHMAN BROS HLDG        7.00 %      9/27/2027      15.25
LEHMAN BROS HLDG        7.00 %      10/4/2032       9.50
LEHMAN BROS HLDG        7.00 %      7/27/2037       8.34
LEHMAN BROS HLDG        7.00 %      9/28/2037       7.70
LEHMAN BROS HLDG        7.00 %     11/16/2037       7.45
LEHMAN BROS HLDG        7.00 %     12/28/2037       8.60
LEHMAN BROS HLDG        7.00 %       2/7/2038       9.00
LEHMAN BROS HLDG        7.00 %       2/8/2038       6.00
LEHMAN BROS HLDG        7.10 %      3/25/2038       7.25
LEHMAN BROS HLDG        7.25 %      2/27/2038       6.00
LEHMAN BROS HLDG        7.25 %      4/29/2038       8.75
LEHMAN BROS HLDG        7.35 %       5/6/2038       9.75
LEHMAN BROS HLDG        7.73 %     10/15/2023       5.83
LEHMAN BROS HLDG        7.88 %      8/15/2010      11.00
LEHMAN BROS HLDG        8.05 %      1/15/2019       5.06
LEHMAN BROS HLDG        8.50 %       8/1/2015      13.00
LEHMAN BROS HLDG        8.80 %       3/1/2015      11.90
LEHMAN BROS HLDG        8.92 %      2/16/2017      11.50
LEHMAN BROS HLDG        9.50 %     12/28/2022       6.20
LEHMAN BROS HLDG        9.50 %      1/30/2023       4.13
LEHMAN BROS HLDG        9.50 %      2/27/2023       7.50
LEHMAN BROS HLDG       10.00 %      3/13/2023       6.00
LEHMAN BROS HLDG       10.38 %      5/24/2024       7.80
LEHMAN BROS HLDG       11.00 %     10/25/2017       7.33
LEHMAN BROS HLDG       11.00 %      6/22/2022       7.50
LIFETIME BRANDS         4.75 %      7/15/2011      43.00
LOCAL INSIGHT          11.00 %      12/1/2017      24.50
MAGNA ENTERTAINM        8.55 %      6/15/2010      14.05
MAJESTIC STAR           9.50 %     10/15/2010      60.00
MAJESTIC STAR           9.75 %      1/15/2011       4.00
MASHANTUCKET PEQ        8.50 %     11/15/2015      22.13
MERCER INTL INC         9.25 %      2/15/2013      31.50
MERISANT CO             9.50 %      7/15/2013       7.06
MERRILL LYNCH           0.35 %       3/9/2011      87.09
METALDYNE CORP         11.00 %      6/15/2012      10.00
MILACRON ESCROW        11.50 %      5/15/2011      20.50
MILLENNIUM AMER         7.63 %     11/15/2026       7.00
MOMENTIVE PERFOR       11.50 %      12/1/2016      23.50
MORRIS PUBLISH          7.00 %       8/1/2013       5.00
NATL FINANCIAL          0.75 %       2/1/2012      38.00
NEFF CORP              10.00 %       6/1/2015      22.00
NETWORK COMMUNIC       10.75 %      12/1/2013      20.50
NEW PLAN EXCEL          4.50 %       2/1/2011      55.25
NEW PLAN EXCEL          7.40 %      9/15/2009      85.50
NEW PLAN EXCEL          7.50 %      7/30/2029      14.00
NEW PLAN REALTY         6.90 %      2/15/2028      13.13
NEW PLAN REALTY         6.90 %      2/15/2028      16.26
NEW PLAN REALTY         7.65 %      11/2/2026      18.18
NEW PLAN REALTY         7.68 %      11/2/2026      11.00
NEW PLAN REALTY         7.97 %      8/14/2026      16.00
NEWPAGE CORP           10.00 %       5/1/2012      53.00
NEWPAGE CORP           12.00 %       5/1/2013      30.50
NORTEK INC              8.50 %       9/1/2014      23.25
NORTH ATL TRADNG        9.25 %       3/1/2012      18.60
NORTHSTAR REAL          7.25 %      6/15/2027      42.11
NTK HOLDINGS INC        0.00 %       3/1/2014      10.00
OUTBOARD MARINE         9.13 %      4/15/2017       3.50
PALM HARBOR             3.25 %      5/15/2024      36.50
PANOLAM INDUSTRI       10.75 %      10/1/2013       5.00
PARK PLACE ENT          7.50 %       9/1/2009      71.31
PHH CORP                6.70 %      4/15/2010      77.58
PLY GEM INDS            9.00 %      2/15/2012      23.00
PREIT ASSOCIATES        4.00 %       6/1/2012      36.50
PRIMUS TELECOM          3.75 %      9/15/2010       2.63
PRIMUS TELECOM          8.00 %      1/15/2014       8.50
PRIMUS TELECOMM        14.25 %      5/20/2011      38.69
QUALITY DISTRIBU        9.00 %     11/15/2010      31.04
RADIAN GROUP            7.75 %       6/1/2011      58.26
RADIO ONE INC           6.38 %      2/15/2013      18.00
RADIO ONE INC           8.88 %       7/1/2011      39.50
RAFAELLA APPAREL       11.25 %      6/15/2011      19.75
RATHGIBSON INC         11.25 %      2/15/2014      23.25
RAYOVAC CORP            8.50 %      10/1/2013      11.11
READER'S DIGEST         9.00 %      2/15/2017      10.13
REAL MEX RESTAUR       10.00 %       4/1/2010      78.00
REALOGY CORP           10.50 %      4/15/2014      33.70
REALOGY CORP           12.38 %      4/15/2015      26.00
REALOGY CORP           12.38 %      4/15/2015      25.75
RENTECH INC             4.00 %      4/15/2013      29.52
RESIDENTIAL CAP         8.00 %      2/22/2011      36.50
RESTAURANT CO          10.00 %      10/1/2013      40.00
RH DONNELLEY            6.88 %      1/15/2013       7.50
RH DONNELLEY            6.88 %      1/15/2013       4.88
RH DONNELLEY            6.88 %      1/15/2013       7.75
RH DONNELLEY            8.88 %      1/15/2016       9.00
RH DONNELLEY            8.88 %     10/15/2017       8.25
RH DONNELLEY INC       11.75 %      5/15/2015      20.75
RITE AID CORP           8.13 %       5/1/2010      74.00
ROTECH HEALTHCA         9.50 %       4/1/2012      15.75
SALEM COMM HLDG         7.75 %     12/15/2010      30.00
SHENGDATECH INC         6.00 %       6/1/2018      56.04
SIMMONS BEDDING         7.88 %      1/15/2014      15.75
SINCLAIR BROAD          3.00 %      5/15/2027      69.88
SINCLAIR BROAD          6.00 %      9/15/2012      28.75
SIX FLAGS INC           4.50 %      5/15/2015      14.00
SIX FLAGS INC           8.88 %       2/1/2010      18.00
SIX FLAGS INC           9.63 %       6/1/2014      16.00
SIX FLAGS INC           9.75 %      4/15/2013      12.00
SPACEHAB INC            5.50 %     10/15/2010      59.00
SPANSION LLC            2.25 %      6/15/2016       1.44
SPHERIS INC            11.00 %     12/15/2012      37.75
STALLION OILFIEL        9.75 %       2/1/2015      22.88
STANDARD MTR            6.75 %      7/15/2009      90.50
STATION CASINOS         6.00 %       4/1/2012      31.00
STATION CASINOS         6.50 %       2/1/2014       4.88
STATION CASINOS         6.63 %      3/15/2018       6.35
STATION CASINOS         6.88 %       3/1/2016       7.00
STONE CONTAINER         8.38 %       7/1/2012      26.88
TEKNI-PLEX INC         12.75 %      6/15/2010      75.00
TEXAS UTILITIES         7.46 %       1/1/2015      31.02
THORNBURG MTG           8.00 %      5/15/2013       5.00
TIMES MIRROR CO         6.61 %      9/15/2027       2.60
TIMES MIRROR CO         7.25 %       3/1/2013       5.00
TIMES MIRROR CO         7.25 %     11/15/2096       4.25
TIMES MIRROR CO         7.50 %       7/1/2023       4.25
TOUSA INC               7.50 %      3/15/2011       1.00
TRIBUNE CO              4.88 %      8/15/2010       6.50
TRIBUNE CO              5.25 %      8/15/2015       5.25
TRIBUNE CO              5.67 %      12/8/2008       4.25
TRICO MARINE SER        6.50 %      5/15/2028      30.75
TRONOX WORLDWIDE        9.50 %      12/1/2012      19.88
TRUMP ENTERTNMNT        8.50 %       6/1/2015       8.88
UAL CORP                4.50 %      6/30/2021      40.00
UAL CORP                5.00 %       2/1/2021      45.00
UNISYS CORP             6.88 %      3/15/2010      82.75
UNISYS CORP             8.00 %     10/15/2012      48.25
US LEASING INTL         6.00 %       9/6/2011      45.25
USFREIGHTWAYS           8.50 %      4/15/2010      38.00
VERASUN ENERGY          9.38 %       6/1/2017       5.00
VERENIUM CORP           5.50 %       4/1/2027      17.00
VERSO PAPER            11.38 %       8/1/2016      35.00
VICORP RESTAURNT       10.50 %      4/15/2011       1.00
VION PHARM INC          7.75 %      2/15/2012      28.75
VISTEON CORP            7.00 %      3/10/2014       4.50
VISTEON CORP           12.25 %     12/31/2016       6.88
VOUGHT AIRCRAFT         8.00 %      7/15/2011      41.00
WASH MUT BANK NV        5.50 %      1/15/2013       0.00
WASH MUT BANK NV        5.55 %      6/16/2010      22.94
WASH MUT BANK NV        5.95 %      5/20/2013       0.90
WASH MUTUAL INC         4.20 %      1/15/2010      81.50
WASH MUTUAL INC         8.25 %       4/1/2010      61.25
WCI COMMUNITIES         4.00 %       8/5/2023       0.83
WCI COMMUNITIES         6.63 %      3/15/2015       2.00
WCI COMMUNITIES         7.88 %      10/1/2013       1.00
WCI COMMUNITIES         9.13 %       5/1/2012       0.25
WII COMPONENTS         10.00 %      2/15/2012      41.00
WILLIAM LYON            7.63 %     12/15/2012      24.25
WILLIAM LYONS           7.50 %      2/15/2014      24.37
WILLIAM LYONS           7.63 %     12/15/2012      23.50
WILLIAM LYONS          10.75 %       4/1/2013      31.00
XM SATELLITE           13.00 %       8/1/2013      43.38



                           *********

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 ***