TCR_Public/090528.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 28, 2009, Vol. 13, No. 146

                            Headlines


ACCREDITED HOME: Wants to Enter into Vericrest Services Agreement
AMC ENTERTAINMENT: S&P Assigns 'B' Corporate Credit Rating
AMERICAN RAILCAR: Moody's Downgrades Corp. Family Rating to 'B2'
ASARCO LLC: Harbinger Allowed to File Competing Plan
ASARCO LLC: Parent Funds $1.3BB Escrow to Keep Ownership

AVENTINE RENEWABLE: Solicits Potential Investor Interest
BANKUNITED FINANCIAL: Fitch Cuts Issuer Default Rating to 'D'
BANKUNITED FSB: Fitch Cuts Long-Term Issuer Default Rating to 'D'
BROADVIEW NETWORKS: Moody's Gives Neg. Outlook; Keeps 'B3' Rating
CARITAS HEALTH: Auction Procedures Approved; June 1 Auction Set

CARITAS HEALTH: Wants Plan Filing Period Extended to October 4
CENVEO CORPORATION: Moody's Downgrades Corp. Family Rating to 'B2'
CHASE KNOLLS: Secured Party to Sell Collateral on June 23
CHRYSLER LLC: District Judge Declines to Take Fiat Sale Dispute
CHRYSLER LLC: Hearing on Sale to Fiat Group to Continue Today

CHRYSLER LLC: To Exit Bankruptcy Sooner Than Expected, Gov't Says
CIRCUIT CITY: BGC Assumes Retirement Plan for 21,000 Workers
CITIBANK NA: Moody's Downgrades Bank Strength Rating to 'D'
CITIGROUP INC: Unit Sues Broker for Sharing Info to Ameriprise
CRESCENT RESOURCES: S&P Cuts Corporate Credit Rating to 'CCC-'

CROCS INC: To Raise $75,000,000 By Issuing Securities
COMMERCIAL ALLOYS: May Be Split Into Two Pieces
CRUCIBLE MATERIALS: Seeks to Reject Eaton Contract and CORE Lease
CUSTOM FOODS: PASA Claims Can't Be Resolved on Summary Judgment
DAVE HAMILTON: Files for Chapter 7 Bankruptcy

DECORO USA: Files for Chapter 11 Bankruptcy Protection
DIAL-A-MATTRESS: Sleepy's Wins Auction With $25-Million Bid
ELYRIA FOUNDRY: Moody's Junks Corporate Family Rating From 'B2'
ENTERGY GULF: Fitch Affirms 'BB+' Issuer Default Rating
ENTERGY NEW ORLEANS: Fitch Upgrades Issuer Default Rating to BB+

ENTERGY TEXAS: Fitch Affirms 'BB+' Issuer Default Rating
FEDDERS CORP: Suit vs. Lenders and Directors Largely Dismissed
FENDER MUSICAL: S&P Affirms Corporate Credit Rating at 'B+'
GENERAL MOTORS: Cancels Debt-Equity Swap, Examines Options
GENERAL MOTORS: $27.2BB Exchange Offer Fails to Meet Threshold

GMAC LLC: S&P Affirms 'CCC/C' Counterparty Credit Ratings
HAWAIIAN TELCOM: May File Bankruptcy Exit Plan by Month's End
HAWAIIAN TELCOM: May Pay $6MM Under 2008 Bonus Program
HAWAIIAN TELCOM: Panel Seeks Protocol for Trading Claims
HAYES LEMMERZ: U.S. Trustee Forms Three-Member Creditors' Panel

HAYES LEMMERZ: Asks Court for Appointment of Retiree Committee
HAYES LEMMERZ: Seeks to Lift Stay to Proceed With Punch Litigation
HEALTHSOUTH CORP: S&P Gives Positive Outlook; Affirms 'BB-' Rating
ION MEDIA: Reaches Pact With First Lien Debt Holders
JG WENTWORTH: More Than 90% of Term Lenders Accept Firm's Plan

KABUTO ARIZONA: Files for Bankr. to Keep Control of Wigwam Golf
KARAWIA INDUSTRIES: Has Until June 12 to File Schedules
KARAWIA INDUSTRIES: Section 341(a) Meeting Scheduled for June 11
LEHMAN BROTHERS: Proposes Protocol for Cross-Border Cooperation
LITTLE TRAVERSE: Moody's Downgrades Corp. Family Rating to 'Caa2'

MARC DRIER: Ch. 7 Trustee to Summon Two Former Dreier Attorneys
MARQUEE HOLDINGS: Moody's Downgrades Corp. Family Rating to 'B2'
MONACO COACH: Completes $50 Million Purchase of Firm
NATIONAL CINEMEDIA: Moody's Upgrades Corp. Family Rating to 'Ba3'
NPS PHARMACEUTICALS: Discloses Exposure to Teva Patent Suit

PARK AVENUE BANK: Rated E- by TheStreet.com Ratings
PETRORIG I: Jurong Seeks Dismissal of Chapter 11 Case
POLAROID CORP: Plan Filing Period Extended to June 8
PRIVATEFX GLOBAL: SEC Sues Owners Watson, Petroski for Fraud
RANDA LUGGAGE: U.S. Trustee Objects to Quick Insider Sale

RENEW ENERGY: Protest Pushes Back Disclosure Statement Hearing
RESIDENTIAL CAPITAL: S&P Keeps 'CCC/C' Counterparty Credit Ratings
S&K FAMOUS: Court Approves GOB Sales Deal with Gordon Bros
S&K FAMOUS: Wants Plan Filing Deadline Extended to August 10
SENCORP: Gets Temporary OK to Hire Garden City as Claims Agent

SENCORP: Gets Initial Approval to Hire MA&A as Financial Advisors
SENCORP: Gets Initial OK on Mesirow Financial as Investment Banker
SOUTH SIDE: Court Reconvened Cash Collateral Hearing on Sept. 22
SOUTHEASTERN INCOME: Can Hire Buddy D. Ford as Bankruptcy Counsel
STOCK BUILDING: Proposes Young Conaway as Bankruptcy Co-Counsel

STOCK BUILDING: Taps May Simpsonto Handle Mechanic Lien Matters
STOCK BUILDING: Wants 45-Day Extension for Schedules Filing
SYNTAX-BRILLIAN: Doled Out Fraudulent Rebates, Creditors Say
TRAILMOBILE CANADA: Manac Buys Firm's Assets
TROPICANA ENTERTAINMENT: UAW Opposes Bonuses for NJ Execs.

US ENERGY: Gets Aug. 26 Extension of Plan Solicitation Period
USI SENIOR: Ch. 11 Plan Outline Approved; Ballots Due June 19
VIKING OFFSHORE: Judge Sends Winch Dispute to the Netherlands
VONAGE HOLDINGS: Amends Pact with Third Party Verification
WASHINGTON MUTUAL: Dime Beneficiaries Seeks to Join JPMorgan Suit

WASHINGTON MUTUAL: Creditors Panel Can Participate in Suit
WASHINGTON MUTUAL: Seeks to Exercise Rights Over HFA Trust Assets
WASHINGTON MUTUAL: Akin Gump Bills $509,353 for April 2009 Work
WASHINGTON MUTUAL: Creditors Transfer $1.2MM in Claims to Hain
WATSON PHARMACEUTICALS: Moody's Affirms 'Ba1' Corp. Family Rating

WEST POINTE: Debtors' Law Firm Must Return $60,000 Retainer
ZOUNDS INC: May Obtain up to $1MM Delayed Draw DIP Financing
ZOUNDS INC: Files Schedules of Assets and Liabilities

* Banks' Income Drops 60.8% in Q1; Industry in "Cleanup Phase"
* FDIC's Problem List of Financial Institutions Grows to 305
* S&P/Case-Shiller Home Price Index Down Again in March

* Chapter 11 Cases With Assets and Liabilities Below $1,000,000

                            *********

ACCREDITED HOME: Wants to Enter into Vericrest Services Agreement
-----------------------------------------------------------------
Accredited Home Lenders Holding Co., et al., ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
enter into a Services Agreement with Vericrest Financial, Inc.,
nunc pro tunc to May 13, 2009.  The Services Agreement with
Vericrest will allow Accredited Home to maintain their valuation
servicing capabilities pending a sale of those operations.

The Debtors tell the Court that after securitizing and selling the
loans and mortgages it originated, they often retained the role of
servicing these loans.  The Debtors relate that have ceased
servicing mortgages for third parties, but continue to service
their approximately 100 self-banked loans.

Under the agreement, the Debtors will provide their hardware and
equipment to Vericrest, license or sublicense their software to
Vericrest, and cause their servicing employees to provide their
servicing services to Vericrest.  In exchange, Vericrest will pay
the Debtors $10,500 per day, which is sufficient to cover the
costs and expenses the Debtors incur in maining the servicing
operations, such as employee wages, computer maintanance,
utilities, and rent.  Vericrest will not charge the Debtors for
the mortgage servicing services provided on behalf of the Debtors'
remaining self-banked loans.

The Services Agreement can be terminated without cause upon 24
hours prior written notice, and that the termination would not
create additional liabilities for either party other than the
amounts due at the time of termination.

Vericrest Financial, Inc., formerly known as The CIT Group/Sales
Financing, Inc. is a privately held financial services company
primarily engaged in the servicing of residential mortgage and
consumer finance loans.  Business operations are located in
Oklahoma and New Jersey.

                    About Accredited Home

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.

The Company and its affiliates filed for Chapter 11 on May 1, 2009
(Bankr. D. Del. Lead Case No. 09-11516).  The Debtors selected
Hunton & Williams LLP as the Company's Chapter 11 counsel.
Pachulski Stang Ziehl & Jones LLP serves as co-counsel of the
Debtors.  Kurtzman Carson is the Debtors' claims agent.
The Debtors' assets range from $10 million to $50 million and its
debts from $100 million to $500 million.


AMC ENTERTAINMENT: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned an issue-level
rating of 'B-' (one notch lower than the 'B' corporate credit
rating on the company) to AMC Entertainment Inc.'s new
$300 million senior unsecured notes due 2019, along with a
recovery rating of '5', indicating S&P's expectation of modest
(10%-30%) recovery for noteholders in the event of payment
default.

The 'B' corporate credit rating and all other issue-level ratings
on the company remain unchanged.  S&P believes that AMC intends to
use proceeds from the new notes to repay borrowings under the
senior unsecured notes due 2012.  S&P expects the new notes to
benefit from the same security and guarantee package securing the
company's senior unsecured notes and, as a result, to rank pari
passu with them.

                           Ratings List

                      AMC Entertainment Inc.
                  AMC Entertainment Holdings Inc.

         Corporate Credit Rating             B/Stable/--

                         Rating Assigned

                      AMC Entertainment Inc.

              Senior Secured
               $300 mil. notes due 2019           B-
                Recovery Rating                   5


AMERICAN RAILCAR: Moody's Downgrades Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service has lowered the ratings of American
Railcar Industries, Inc., Corporate Family Rating to B2 from Ba3,
and Speculative Grade Liquidity Rating of American Railcar
Industries, Inc., to SGL-2 from SGL-1.  The ratings outlook has
been changed to negative from stable.

ARI's Corporate Family Rating was lowered to B2 to reflect a
heightening degree of financial stress that the company is likely
to experience during what is expected to be a deep and prolonged
trough in demand for the company's key product -- rail cars.  With
over 90% of 2008 revenues derived from railcar manufacturing
operations, the company's operating performance will be heavily
affected by the downturn in railroad freight volume that drives
demand for railcars.  ARI's backlog has substantially weakened as
a result of this decrease in demand, and new car order levels are
not expected to increase substantially over the near term.  ARI's
revenue base is expected to drop significantly in 2009.  Moreover,
the company does not benefit to any material degree from product
diversity, part or services contracts, aftermarket sales, or, most
importantly, a captive leasing business that is resident in many
of its competitors' operations.  In Moody's view, this illustrates
a key weakness in ARI's business model when compared to
manufacturing and leasing competitors such as Trinity Industries,
Union Tank Car, and Greenbrier Companies.  As a result of
weakening financial results that are expected to accompany the
weaker sales environment, Moody's believes that ARI's credit
metrics will deteriorate to levels that will map more closely to
those of companies in the low-B rating category possibly for a
prolonged period of time.  However, ARI's sound liquidity profile
and the high degree of flexibility in its cost structure should
provide the company with the ability to withstand one or two years
of depressed market conditions, which offsets weaker credit
metrics.

ARI's liquidity rating of SGL-2 reflects Moody's expectations that
the company will maintain good liquidity over the next twelve
months, despite the severe reduction expected in its revenue base.
The company maintains a substantial balance of cash and short term
investments (typically about $300 million), which is expected to
remain sizeable through the rail car manufacturing industry
downturn.  The company faces no debt amortization or maturity
until 2014.  However, the SGL rating was lowered from SGL-1
partially due to uncertainty surrounding what Moody's views as
diminishing potential for positive free cash flow generation if
weak revenues persist over a prolonged period.  The lower SGL
rating also reflects the small size and limited availability under
ARI's revolving credit facility and the weak trend in business
conditions.  Moody's views the $100 million facility, with a
borrowing base estimated at approximately $65 million, to be
relatively small for a company of this size.  Moreover, as sales
levels are expected to recede over the near term during the
current period of weakness in new rail car demand, both inventory
and accounts receivables -- key components in the calculation of
borrowing capacity under the revolver -- are likely to diminish as
well.  This will likely further narrow the borrowing base.
Financial covenants do not become effective under terms of the
facility unless the availability under the facility falls below
$30 million.  Moody's estimates that the company would be
compliant with financial covenants if they were currently
effective.  The revolver expires in October, 2009.  The company
currently plans to enter into a new agreement upon expiration.

The negative ratings outlook reflects concerns that a prolonged
period of weakness in the rail car sector could reduce the
company's liquidity profile over time by reducing the company's
cash reserves.  Credit metrics are expected to be weak for the B2
rating through 2009: Debt/EBITDA of approximately 8 times,
EBIT/Interest of less than one time, and Retained Cash Flow to
Debt in the 5-7% range.

Ratings could be lowered if it becomes apparent that ARI's
operating results were to remain weak past 2009, such that the
company cannot achieve annual revenues in excess of $500 million
by 2010 with no improvement in credit metrics, or if free cash
flow were to turn negative over this period, resulting in material
depletion of the company's cash balance.  In addition, any
material draw on the cash balances for, among other reasons,
dividends, share repurchases, or acquisitions would likely result
in further rating downgrades.

The ratings outlook could be stabilized, however, if new railcar
orders resume to levels that result in a backlog of at least 2,000
rail cars, while revenue growth and margin stability result in
credit metrics more appropriate for a B2 rating: Debt/EBITDA of
less than 6 times, EBIT/Interest of more than 1.5 times, and
Retained Cash Flow to Debt of approximately 10%.

Downgrades:

Issuer: American Railcar Industries, Inc.

  -- Corporate Family Rating, Downgraded to B2 from Ba3

  -- Probability of Default Rating, Downgraded to B2 from Ba3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
     (LGD4, 65%) from B1

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
     SGL-1

Outlook Actions:

Issuer: American Railcar Industries, Inc.

  -- Outlook, Changed To Negative From Stable

The last rating action was on February 14, 2007 when the initial
ratings were assigned.

American Railcar Industries, Inc., headquartered in St. Charles,
Missouri, is a manufacturer of covered hopper and tank rail cars,
and also provides rail car repair and fleet management services.


ASARCO LLC: Harbinger Allowed to File Competing Plan
-----------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd., asked the U.S.
Bankruptcy Court for the Southern District of Texas to enter an
order terminating ASARCO LLC's and its parent's exclusivity so
that it could file its own reorganization plan for the Debtor.

According to Bloomberg News, Judge Richard Schmidt said May 27
that he would allow Harbinger to compete against Asarco's parent,
Grupo Mexico
SAB, and Sterlite Industries (India) Ltd. with a proposal to spend
$500 million to reorganize the mining company and pay creditors.
The report relates taht Judge Schmidt said that Harbinger should
be willing to provide some kind of financial guarantee that would
fulfill its financial obligations
under its proposed plans.  Harbinger has stated that Citigroup
Global Markets Inc. would participate in its proposed plan.

With 14 extension of exclusivity, ASARCO LLC and Asarco
Incorporated have filed proposed Chapter 11 plans for ASARCO LLC.
The Debtors have proposed a chapter 11 plan of reorganization that
provides for ASARCO to sell substantially all of its tangible and
intangible operating assets to Sterlite (USA), Inc.  Specifically,
the Debtors' Plan contemplates the distribution of cash and
interests in certain litigation trusts to the Debtors' general
unsecured creditors. In addition, the Debtors' Plan contemplates
the establishment of an asbestos trust as the sole source of
recovery for unsecured asbestos personal and premises injury
claimants as well as future asbestos claimants.  To that end, the
Debtors' Plan provides for a channeling injunction pursuant to
Section 524(g) of the Bankruptcy Code which will protect certain
ASARCO-related parties as well as Sterlite from all direct and
indirect asbestos-related liability.  As an alternative to the
Debtors' Plan, the Parent has proposed a chapter 11 plan of
reorganization that will result in the Parent's retention of its
equity ownership in ASARCO in exchange for a $1.3 billion
contribution of cash or cash equivalents (which Parent asserts may
include unencumbered shares of Southern Copper Corporation).

As reported by the TCR on May 27, Harbinger, however, has pointed
out, there are substantial risks that the Debtors will not be able
to confirm their current plan or close the new Sterlite sale
embodied in the plan.  Similarly, according to Harbinger, the
Parent's recently filed plan violates several 11 U.S.C. Section
1129 confirmation requirements on its face and presents even more
confirmation risk than the Debtors' plan.  "Indeed, both the
Debtors and the Parent were both forced to withdraw their
previously filed plans (which are very similar to their current
plans) before confirmation, leading this Court to characterize
both Sterlite and the Parent as "unreliable suitors" for the
Debtors," Harbinger points out.

Harbinger is prepared to file its plan immediately upon the
termination of exclusivity and solicit acceptance of the plan
using the Harbinger Disclosure Statement and on the schedule the
Court has already set for the Debtors' Current Plan and the
Parent's Current Plan.

Harbinger says it has prepared a plan that, with the Court's
permission, is ready to be filed immediately and solicited for
acceptance on the same solicitation and confirmation schedule as
the Debtors' plan and the Parents' plan.  Significantly,
Harbinger's plan does not contain the same consummation risks as
the Debtors' plan or the Parent's plan.  If the Debtors and the
Parent are again unable to confirm their plans, preservation of
exclusivity at this time would have simply prevented Harbinger
from proposing its imminently confirmable plan.  After nearly four
years in bankruptcy, such a result is untenable, unnecessary and
unwise.

Harbinger's Plan provides for ASARCO to sell substantially all of
its tangible and intangible operating assets free and clear of all
liens, claims interests and encumbrances, to an entity designated
by Harbinger in exchange for $500,000,000 in cash and the
assumption of certain liabilities.  Under the Plan, there will be
an estimation with respect to ASARCO's liability on account of
Asbestos Personal Injury Claims and Unknown Asbestos Claims,
however, as a condition precedent to the Harbinger Plan, the
estimated or agreed upon amount of such Claims shall not exceed
$500,000,000 in the aggregate.

Harbinger says its plan has several significant advantages over
the Debtors' Current Plan and the Parent's Current Plan:

   -- The Harbinger Plan does not require a 524(g) trust or any
      extraordinary rulings from the Court regarding the Debtors'
      asbestos liability.

   -- The Harbinger Plan preserves, and allows the Debtors'
      creditors to benefit from, the Debtors' valuable litigation
      claims against both Sterlite and the Parent.

   -- Because it retains all of the Debtors' litigation rights,
      the Harbinger Plan will eventually pay all creditors 100% of
      their claims with interest.

   -- The Harbinger Plan clearly satisfies the hypothetical
      Chapter 7 liquidation test under Sec.  1129(a)(7).

   -- The Harbinger Plan clearly satisfies the feasibility test
      under Sec. 1129(a)(11).

   -- The Harbinger Plan does not discriminate unfairly among
      classes of creditors as required by Sec. 1129(b)(1).

   -- The Harbinger Plan clearly satisfies the absolute priority
      rule under Sec. 1129(b)(2).

   -- Harbinger has previously reached an agreement with the
      Debtors' unions and are certain that they will again; thus,
      the Harbinger Plan has virtually no risk of union rejection.

A full text copy of Harbinger's proposed Plan filed as an exhibit
to its Motion is available at:

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

A full text copy of Harbinger's disclosure statement to its plan
is available at:

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

A full text copy of Harbinger's proposed asset purchase agreement
is available at:

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

                        About ASARCO LLC

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

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

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

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

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

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

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

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and ASARCO LLC has obtained Court
approval of a settlement and release contained in the new PSA for
the sale of the ASARCO assets for $1.1 billion in cash and a
$600 million note.

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

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


ASARCO LLC: Parent Funds $1.3BB Escrow to Keep Ownership
--------------------------------------------------------
Americas Mining Corporation said that it has funded a $1.3 billion
escrow account for the benefit of ASARCO LLC's creditors, in
connection with its plan to acquire control of the Company, as
part of the Chapter 11 process.

The funding also demonstrates the seriousness of AMC's intentions
to regain control of ASARCO.

AMC has been seeking to reclaim full equity ownership of its
indirect wholly owned subsidiary ASARCO since it filed for
Chapter 11 protection in August 2005.  AMC is in a bidding war
with Vedanta, an Indian company, to acquire control of ASARCO.

Under U.S. bankruptcy law, any reorganization plan must be deemed
"feasible" in order to be approved by the Court.  AMC believes the
$1.3 billion escrow funded today provides far more certainty than
the $100 million letter of credit Vedanta has proposed to backstop
its own plan, half of which was in place when Vedanta breached its
prior agreement to buy ASARCO.

Group Mexico believes that the substantial funds it has paid into
escrow underscores its commitment to retain ownership of ASARCO
and the superiority of its plan to Vedanta's plan.

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

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

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

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

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

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

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

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and ASARCO LLC has obtained Court
approval of a settlement and release contained in the new PSA for
the sale of the ASARCO assets for $1.1 billion in cash and a
$600 million note.

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

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


AVENTINE RENEWABLE: Solicits Potential Investor Interest
--------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., reported that, in
addition to the parties that have already shown an expression of
interest, it is publicly soliciting other potential investor
interest in support of a recapitalization or sale of its business.
The Company has set a deadline of June 17 for submissions of such
interest.

Aventine is being advised by Houlihan Lokey and interested parties
are instructed to contact Stephen Spencer or Xander Hector at
(612) 338-2910 for additional details.

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets:AVRN) -- http://www.aventinerei.com/-- is a producer
and marketer of ethanol to many leading energy companies in the
United States.  In addition to ethanol, Aventine also produces
distillers grains, corn gluten meal, corn gluten feed, corn germ
and brewers' yeast.

Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos.  Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del., Lead Case No. 09-11214).  The Debtors have
tapped Joel A. Waite, Esq., at Young, Conaway, Stargatt & Taylor,
as counsel.  Davis Polk & Wardwell is special counsel and
Houlihan, Lokey, Howard & Zukin, Inc., is the financial advisor.
Garden City Group, Inc., has been engaged as claims agent.  In its
bankruptcy petition, Aventine disclosed $799,459,000 in assets and
$490,663,000 in debts as of December 31, 2008.


BANKUNITED FINANCIAL: Fitch Cuts Issuer Default Rating to 'D'
-------------------------------------------------------------
Fitch Ratings has taken a variety of rating actions related to the
issuer and debt issue specific ratings of Bank United FSB and its
parent, BankUnited Financial Corporation.  The rating actions
reflect Fitch's views as to how the risk profile of entities in
the BankUnited family of companies and the default and recovery
prospects for debt and deposit issues have all changed as a result
of the government intervention and the subsequent sale of many
BankUnited obligations to a newly formed bank.

Fitch downgraded the long-term Issuer Default Rating of BankUnited
Financial Corporation to 'D' from 'CCC' following its bankruptcy
filing.  The ratings for the senior notes are retained at 'C',
which is Fitch's lowest debt level rating and reflects Fitch's
expectations that non-performance will emerge in the near term.
The 'RR6' Recovery Rating for the senior notes and the trust
preferred obligations, the latter of which are already in
deferral, reflect low recovery prospects for all holding company
related obligations given the minimal level of assets and cash
flow that the holding company possesses subsequent to the seizure
of the bank.

The prospects for creditors and depositors of BankUnited, FSB, the
primary operating company, have generally improved as a result of
the government intervention and subsequent sale of the majority of
the bank's obligations to a newly chartered bank, BankUnited.  The
new bank's fresh capital, loss-sharing agreement with the FDIC
regarding riskier assets it took on from the old bank and a new
management team all result in the default probability of the new
bank being lower than the old bank.  This is specifically
reflected by the higher ratings assigned to the deposit
obligations of BankUnited relative to the deposit ratings assigned
to the same obligations while they were part of BankUnited, FSB.
In the next few weeks Fitch anticipates further reviewing
available information on the new bank with a goal of further
refining the deposit ratings and assigning a full set of ratings
to the bank.

The FDIC, as Receiver will transfer all deposit accounts, totaling
$8.3 billion, excluding certain brokered deposits of $348 million,
to BankUnited (assuming bank).  The FDIC will pay the brokers
directly on the aforementioned brokered deposits which all appear
to be insured. The FDIC and the new BankUnited entered into a
loss-share transaction and will share in losses on approximately
$10.7 billion in assets covered under the agreement.  Further, the
new BankUnited is receiving $900 million of new capital from a
consortium of investors including WL Ross & Co, Carlyle Investment
Management, and Blackstone Capital Partners, among others.

Fitch has taken these rating actions:

BankUnited FSB:

  -- Long-term IDR downgraded to 'D' from 'CCC+'; removed from
     Rating Watch Negative and withdrawn;

  -- Short-term IDR downgraded to 'D' from 'C'; removed from
     Rating Watch Negative and withdrawn;

  -- Individual downgraded to 'F' from 'E'; removed from Rating
     Watch Negative and withdrawn;

  -- Long-term Deposits 'CCC+'; removed from Rating Watch Negative
     and withdrawn;

  -- Short-term Deposits 'C'; removed from Rating Watch Negative
     and withdrawn;

  -- Support Rating of 5 withdrawn;

  -- Support Floor of NF withdrawn.

BankUnited Financial Corporation

  -- Long-term IDR downgraded to 'D' from 'CCC'; removed from
     Rating Watch Negative;

  -- Short-term IDR remains at 'C'; removed from Rating Watch
     Negative;

  -- Senior Debt remains at 'C/RR6'; removed from Rating Watch
     Negative;

  -- Individual rating downgraded to 'F' from 'E'; removed from
     Rating Watch Negative;

  -- Support Rating remains at '5';

  -- Support Floor remains at 'NF'.

BankUnited Statutory Trust VIII, IX, XI, XII

  -- Preferred Stock remains at 'C/RR6';

  -- Preferred Stock remains at C/RR6; removed from Rating Watch
     Negative.

In addition, Fitch has assigned these new ratings :

BankUnited

  -- Long-term Deposits 'B-', Rating Watch Positive;
  -- Short-term Deposits 'B', Rating Watch Positive.


BANKUNITED FSB: Fitch Cuts Long-Term Issuer Default Rating to 'D'
-----------------------------------------------------------------
Fitch Ratings has taken a variety of rating actions related to the
issuer and debt issue specific ratings of BankUnited FSB and its
parent, BankUnited Financial Corporation.  The rating actions
reflect Fitch's views as to how the risk profile of entities in
the BankUnited family of companies and the default and recovery
prospects for debt and deposit issues have all changed as a result
of the government intervention and the subsequent sale of many
BankUnited obligations to a newly formed bank.

Fitch downgraded the long-term Issuer Default Rating of BankUnited
Financial Corporation to 'D' from 'CCC' following its bankruptcy
filing.  The ratings for the senior notes are retained at 'C',
which is Fitch's lowest debt level rating and reflects Fitch's
expectations that non-performance will emerge in the near term.
The 'RR6' Recovery Rating for the senior notes and the trust
preferred obligations, the latter of which are already in
deferral, reflect low recovery prospects for all holding company
related obligations given the minimal level of assets and cash
flow that the holding company possesses subsequent to the seizure
of the bank.

The prospects for creditors and depositors of BankUnited, FSB, the
primary operating company, have generally improved as a result of
the government intervention and subsequent sale of the majority of
the bank's obligations to a newly chartered bank, BankUnited.  The
new bank's fresh capital, loss-sharing agreement with the FDIC
regarding riskier assets it took on from the old bank and a new
management team all result in the default probability of the new
bank being lower than the old bank.  This is specifically
reflected by the higher ratings assigned to the deposit
obligations of BankUnited relative to the deposit ratings assigned
to the same obligations while they were part of BankUnited, FSB.
In the next few weeks Fitch anticipates further reviewing
available information on the new bank with a goal of further
refining the deposit ratings and assigning a full set of ratings
to the bank.

The FDIC, as Receiver will transfer all deposit accounts, totaling
$8.3 billion, excluding certain brokered deposits of $348 million,
to BankUnited (assuming bank).  The FDIC will pay the brokers
directly on the aforementioned brokered deposits which all appear
to be insured. The FDIC and the new BankUnited entered into a
loss-share transaction and will share in losses on approximately
$10.7 billion in assets covered under the agreement.  Further, the
new BankUnited is receiving $900 million of new capital from a
consortium of investors including WL Ross & Co, Carlyle Investment
Management, and Blackstone Capital Partners, among others.

Fitch has taken these rating actions:

BankUnited FSB:

  -- Long-term IDR downgraded to 'D' from 'CCC+'; removed from
     Rating Watch Negative and withdrawn;

  -- Short-term IDR downgraded to 'D' from 'C'; removed from
     Rating Watch Negative and withdrawn;

  -- Individual downgraded to 'F' from 'E'; removed from Rating
     Watch Negative and withdrawn;

  -- Long-term Deposits 'CCC+'; removed from Rating Watch Negative
     and withdrawn;

  -- Short-term Deposits 'C'; removed from Rating Watch Negative
     and withdrawn;

  -- Support Rating of 5 withdrawn;

  -- Support Floor of NF withdrawn.

BankUnited Financial Corporation

  -- Long-term IDR downgraded to 'D' from 'CCC'; removed from
     Rating Watch Negative;

  -- Short-term IDR remains at 'C'; removed from Rating Watch
     Negative;

  -- Senior Debt remains at 'C/RR6'; removed from Rating Watch
     Negative;

  -- Individual rating downgraded to 'F' from 'E'; removed from
     Rating Watch Negative;

  -- Support Rating remains at '5';

  -- Support Floor remains at 'NF'.

BankUnited Statutory Trust VIII, IX, XI, XII

  -- Preferred Stock remains at 'C/RR6';

  -- Preferred Stock remains at C/RR6; removed from Rating Watch
     Negative.

In addition, Fitch has assigned these new ratings :

BankUnited

  -- Long-term Deposits 'B-', Rating Watch Positive;
  -- Short-term Deposits 'B', Rating Watch Positive.


BROADVIEW NETWORKS: Moody's Gives Neg. Outlook; Keeps 'B3' Rating
-----------------------------------------------------------------
Moody's Investors Service changed the outlook to negative from
stable for Broadview Networks Holdings, Inc., and affirmed its B3
corporate family and probability of default ratings.  Performance
has fallen short of Moody's expectations and current and projected
credit metrics position the company weakly relative to its B3
corporate family rating.  Notwithstanding some EBITDA margin
improvement, the company has yet to generate positive free cash
flow and debt-EBITDA is around 8 times (as per Moody's standard
adjustments which include treatment of the preferred stock as 50%
debt; in the mid 4 times range excluding the preferred).  However,
Broadview maintains adequate liquidity from balance sheet cash and
benefits from the absence of financial maintenance covenants, both
of which provide flexibility to manage through the economic
downturn.

Broadview Networks Holdings, Inc.

  -- Affirmed B3 Corporate Family Rating
  -- Affirmed B3 Probability of Default Rating
  -- Senior Secured Bonds, Affirmed B3, LGD4, 53%
  -- Outlook, Changed To Negative From Stable

Moody's last rating action for Broadview occurred on December 5,
2007, at which time Moody's affirmed the B3 corporate family
rating.

A competitive local exchange carrier headquartered in Rye Brook,
New York, Broadview serves approximately 70,000 small and medium
sized business customers in 20 markets across 10 states through
the Northeast and Mid-Atlantic United States.  Its annual revenue
for 2008 was approximately $500 million.


CARITAS HEALTH: Auction Procedures Approved; June 1 Auction Set
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
approved on May 20, 2009, procedures for the sale of the medical
equipment and related assets of Caritas Health Care, Inc., et al.,
and the engagement of a disposition agent with respect to the sale
of the medical supplies in an auction process.

The Court also granted the Debtors permission to pay the
Centurion Service Group, LLC and Perfection Plant Liquidations,
LLC a break-up fee of $68,000, should the sale be consummated in
favor of another competing bidder.

The Centurion and Perfection, which have been designated as
stalking horse bidder, offered to pay Caritas $3,400,000 for the
medical equipment.

Pursuant to the approved sale procedures, the auction will be held
on June 1, 2009, at 10:00 a.m. (New York City time), with bids due
no later than 4:00 p.m. on May 27, 2009.

The sale hearing is set for June 3, 2009, at 10:30 a.m.

Objections, if any, to the sale must be electronically filed with
the Bankruptcy Court so as to be actually received by 4:00 p.m.
(New York City time) on June 1, 2009.

As reported in the Troubled Company Reporter on May 11, 2009,
with respect to the medical supplies, for a period of 90 days from
the closing date of the sale of the medical equipment, the
Stalking Horse Bidder will conduct auctions at the Debtors'
facilities and online, charging a buyer's premium of 10% in
respect of sales occurring at the Debtors' facilities and 17% in
respect of sales occurring online, but charging no additional
commission to the Debtors.

The net proceeds, after subtraction of the Buyer's Premium and any
sales and similar taxes, will be remitted to Caritas on the next
business day following said sales.

A full-text copy of the proposed bid procedures and the agreement
with the Stalking Horse Bidder dated April 30, 2009, is available
at http://bankrupt.com/misc/Caritas.EquipmentProtocol.pdf

                  About Caritas Health Care Inc.

Caritas Health Care, Inc., is the owner of Mary Immaculate
Hospital and St. John's Queens Hospital.  Caritas, created by
Wyckoff Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas Health Care and eight of its affiliates filed for
Chapter 11 on February 6, 2009 (Bankr. E.D. N.Y. Lead Case
No. 09-40901).  Jeffrey W. Levitan, Esq., and Adam T. Berkowitz,
Esq., at Proskauer Rose, LLP, are counsel to the Debtors.  JL
Consulting LLC, is the Debtors' restructuring consultant.
Montclair Partners, LLC, is the financial advisor to the Debtors.
Alson & Bird LLP represents the official committee of unsecured
creditors as counsel.  SilvermanAcampora LLP is the committee's
conflicts counsel.  In its bankruptcy petition, Caritas listed
assets of $50 million to $100 million, and debts of $100 million
to $500 million.


CARITAS HEALTH: Wants Plan Filing Period Extended to October 4
--------------------------------------------------------------
Caritas Health Care, Inc., et al., ask the U.S. Bankruptcy Court
for the Eastern District of New York to extend their exclusive
period to propose a plan until October 4, 2009, and their
exclusive period to solicit acceptances of that plan until
December 3.

The Debtors anticipate completing the sale of their equipment and
medical supplies by the end of August, and have retained a
brokerage firm to assist them with efforts to monetize their real
estate assets.  The Debtors said that until they have completed
the process of monetizing their main assets, they would not be
able to ascertain whether they will have sufficient funds to
propose and confirm a plan of liquidation.

This is the Debtor's first request for the extension of their
exclusive periods.

                    About Caritas Health Care

Caritas Health Care, Inc., is the owner of Mary Immaculate
Hospital and St. John's Queens Hospital.  Caritas, created by
Wyckoff Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas Health Care and eight of its affiliates filed for
Chapter 11 on February 6, 2009 (Bankr. E.D. N.Y. Lead Case
No. 09-40901).  Jeffrey W. Levitan, Esq., and Adam T. Berkowitz,
Esq., at Proskauer Rose, LLP, have been tapped as counsel to the
Debtors.  JL Consulting LLC, is the Debtors' restructuring
consultant.  Montclair Partners, LLC, is the financial advisor to
the Debtors. Alson & Bird LLP represents the official committee of
unsecured creditors as counsel.  SilvermanAcampora LLP is the
committee's conflicts counsel.  In its bankruptcy petition,
Caritas listed assets of $50 million to $100 million, and debts of
$100 million to $500 million.


CENVEO CORPORATION: Moody's Downgrades Corp. Family Rating to 'B2'
------------------------------------------------------------------
Moody's Investors Service downgraded Cenveo Corporation's
corporate family rating and probability of default rating, each to
B2 from B1, along with the ratings for the debt of the company and
related entities, as outlined below.  Moody's also assigned an
SGL-3 speculative grade liquidity rating for the company,
indicating an "adequate" liquidity profile over the coming twelve
month rating horizon.  The rating outlook remains negative.

The rating actions are prompted by a combination of elevated
leverage, ongoing poor industry fundamentals, and expectations
that the general economic recovery will be quite slow.  Moody's
noted the uncertainty that exists with respect to the commercial
printing and related activity businesses ever returning to pre-
recession levels, even with a recovery.  Given the combination of
price competition that results from industry fragmentation and the
impact of inflationary cost pressures, there is the potential that
industry margins will remain under pressure even after economic
activity normalizes.  Despite the potential of some free cash flow
generation as the company rations capital expenditures, with the
anticipated slow rate of general economic recovery implying there
is little prospect of material business improvement being observed
over the next couple of years, it is expected that the company's
leverage and credit protection measures will be weak over the
near-to-mid term.

There is also the potential that Cenveo's liquidity position may
deteriorate over the next several quarters.  While the company's
SGL-3 speculative grade liquidity rating signals that liquidity is
adequate, when considered over the next four quarters, this may
not be the case looking further out.  Looming financial covenant
compliance issues prompted Cenveo to renegotiate its bank credit
agreement.  As a result, financial covenants have been amended to
provide a much larger cushion.  However, covenants tighten during
2010, implying that performance improvements are anticipated.
While management is confident that, among other things, ongoing
efforts to manage costs will allow cash flow to grow by more than
is required to assure financial covenant compliance, execution
difficulties or an unexpected set-back may cause compliance to
become an issue.  This matter will be a key feature of Moody's
ongoing ratings assessment.

Ratings and Outlook Actions:

Issuer: Cenveo Corporation

  -- Corporate Family Rating, Downgraded to B2 from B1

  -- Probability of Default Rating, Downgraded to B2 from B1

  -- Ratings Outlook, Unchanged at Negative

  -- Speculative Grade liquidity Rating, Assigned SGL-3

  -- Senior Secured Bank Credit Facility, Downgraded to Ba3 (LGD2,
     29%) from Ba2 (LGD2, 29%)

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
     (LGD4, 68%) from B2 (LGD4, 68%)

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to
     Caa1 (LGD5, 88%) from B3 (LGD5, 87%)

Downgrades:

Issuer: Cadmus Communications Corporation

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to
     Caa1 (LGD5, 88%) from B3 (LGD5, 87%)

Moody's most recent rating action concerning Cenveo was taken on
September 13, 2007, at which time the company's B1 CFR and
negative outlook were affirmed following its acquisition of
Commercial Envelope Manufacturing Inc. and Madison/Graham
ColorGraphics, Inc.

Cenveo, Inc.'s ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Cenveo's core industries and Cenveo's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Stamford, Connecticut, Cenveo Corporation
provides low cost solutions within its core business of commercial
printing and packaging, envelope, form and label manufacturing,
and publisher services, offering services from design through
fulfillment.


CHASE KNOLLS: Secured Party to Sell Collateral on June 23
---------------------------------------------------------
Key Real Estate Equity Capital, Inc., will sell by public auction
to the highest qualified bidder on June 23, 2009, commencing at
11 a.m. Pacific time, at Barrister Executive Suites, Inc.,
Comerica Bank Building, 15303 Ventura Boulevard, Suite 900,
Sherman Oaks, California, property securing claims against Chase
Knolls Development LLC.

Key Real Estate will sell 100% of the membership interests of the
Company in Chase Knolls LLC, a California limited liability
company, which owns a 19 building residential rent controlled
apartment complex that includes 260 units.  The apartment complex
is commonly referred to as the Chase Knolls Apartments, and is
located at 13401-13459 Riverside Drive, in the Sherman Oaks area
of Los Angeles.

Interested parties may contact Angela S. Taylor, Esq., a member of
the financial services department of Polsinelli Shughart PC, at
(816) 360-4143, email: ataylor@posinelli.com


CHRYSLER LLC: District Judge Declines to Take Fiat Sale Dispute
---------------------------------------------------------------
Judge Thomas Griesa of the U.S. District of Court for the Southern
District of New York has denied a motion by a group of Indiana
public pension funds to remove the case from the Bankruptcy Court
based on the theory that the Treasury Department is exceeding its
statutory and constitutional authority in connection with a 11
U.S.C. Sec. 363 transaction under which Chrysler's operating
assets will be sold to a company to be owned by Fiat S.p.A., the
United Auto Workers and the U.S. and Canadian governments.

Judge Griesa also rejected their bid to delay a hearing set for
May 27 before Gonzalez on Chrysler's proposed sale to Fiat.

In dismissing their motion, Judge Griesa said at a hearing that
lenders such as the funds may appeal any decision on the sale by
Judge Gonzalez to the District Court.  The option of appeal, he
added, shouldn't be blocked by a requirement that the funds post
an "exorbitant" bond.

On May 20, Bankruptcy Judge Arthur Gonzalez, also in Manhattan,
denied the funds' bid to suspend the sale while they sought review
from the District Court.  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."  Judge Gonzalez favored Chrysler's
contentions that any delay could result in substantial and
irreparable harm to the Debtors and the estate.  Chrysler, which
has shut down plants pending the sale, said it has plans to
restart production by August 26, hence, closing the sale quickly
is necessary.

Glenn M. Kurtz, Esq., at White & Case LLP, in New York, counsel to
the Indiana Pensioners, said after the hearing that the issue will
eventually end up in District Court, which has jurisdiction over
the Bankruptcy Court.  During the hearing, Mr. Kurtz claimed
Chrysler had suggested it would seek a $2 billion bond from the
lenders if they tried to appeal approval of the sale, delaying
closing of the deal.  Mr. Kurtz told Judge Griesa the automaker
knew the lenders wouldn't have enough money to secure such a bond.

According to Bloomberg, Judge Griesa said at the May 26 hearing
that none of the parties to the litigation should take any action
to prevent an appeal.  Chrysler said in a statement that it was
"pleased" the judge denied the funds' motion.

                  Withdrawal of Reference Request

Glenn M. Kurtz, Esq., at White & Case LLP, in New York, noted that
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 asserted.

"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 argued.
"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 informed 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.

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 argued.

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 said.

"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 asserted.  "Mandatory
withdrawal of the reference to the district court is, therefore,
required."

                     Objections to Withdrawal

Prior to the District Court's ruling, these parties filed
objections to the Indiana Pensioners' Requests:

  * Creditors' Committee
  * Export Development Canada
  * The U.S. Treasury
  * Fiat
  * Debtors & JPMorgan

The Official Committee of Unsecured Creditors argued that
withdrawal of the reference would disrupt the orderly and
efficient progress of the sale proceedings and forces the District
Court to rule on each of the many sale issues, both legal and
factual, that fall squarely within the Bankruptcy Court's
specialized expertise.  The Committee further argued that the
Pensioners fail to demonstrate how supposed violations of the
Troubled Asset Relief Program are relevant to the issues before
the Bankruptcy Court on the Sale Motion.

On behalf of Export Development Canada, Michael J. Edelman, Esq.,
at Vedder Price P.C., in New York, asserted that the true reason
for the Pensioners' Requests is that they are seeking to delay the
Proposed Sale in the hopes that delay will cause the current
effort to save the Debtors' business to fail.

Fiat S.p.A. pointed out that there is no way Old Chrysler could
survive without the transaction opposed by the Indiana Pensioners.
The only way that the tens of thousands of people employed by Old
Chrysler and the hundreds of thousands of other people employed by
Chrysler dealers and suppliers will avoid unemployment is if the
sale process is completed promptly.  If Old Chrysler is forced
into liquidation, all of these people will lose their jobs, Fiat
notes.  According to Fiat, the viability of New Chrysler depends
on the sale process being concluded as quickly as possible.  If
the Court nonetheless decided to grant a stay, Fiat asked that the
Indiana Pensioners be required to post a substantial bond to
compensate Fiat and other interested parties harmed by a delay in
the sale process in the event that the Indiana Petitioners fail in
their efforts to block the transaction.

The United States of America, through the United States Department
of the Treasury, maintained that the Indiana Pensioners cannot
show a likelihood of success either on their motion to withdraw
the reference or on the underlying merits of their assertions
because:

  * their motion to withdraw is untimely as a matter of law and
    should be denied;

  * there is no basis to withdraw the reference because the
    issues before the Bankruptcy Court are fundamentally
    bankruptcy issues;

  * they have failed to address the serious obstacles to their
    standing --  without doing so, they cannot bring their
    substantive objections to Treasury's use of funds in
    connection with the Chrysler bankruptcy; and

  * the substantive objections to Treasury?s actions have no
    merit.

With regards the Stay Request, Chrysler LLC and the US Treasury
Department argued that that the Indiana Pensioners cannot
establish the factors needed to obtain a stay; they have failed to
identify any loss that would be caused by the denial of a stay and
failed to explain why any asserted harm is not merely speculative.
Chrysler added that the Pensioners failed to demonstrate that,
absent a stay, they will suffer irreparable harm.  In contrast, a
stay would impose devastating harm on the Debtors, on their key
constituencies, and on the public at large.

JPMorgan Chase Bank N.A. supported the Debtors' objection.

                        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: Hearing on Sale to Fiat Group to Continue Today
-------------------------------------------------------------
No additional bidders emerged during Chrysler LLC's fast-tracked
sale process for its business.  Judge Arthur Gonzalez of the U.S.
Bankruptcy Court for the Southern District of New York convened a
hearing on May 27 to consider approval of the sale of Chrysler's
key assets to a company to be owned by Fiat S.p.A., the United
Auto Workers and the U.S. and Canadian governments.  The May 27
hearing, however, ended with no decision on sale, and will resume
10 a.m. today.

The sale has met objections from a group of Indiana public pension
funds who reiterated arguments by a group of hedge funds that the
U.S. government saying that Chrysler and its affiliated debtors
are requesting approval of an "illegal sub rosa plan."  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, said that the proposed transaction seeks to
extinguish the property rights of the secured lenders while making
payments of billions of dollars to unsecured creditors.  The now-
disbanded hedge fund group, know as the Non-Tarp Lenders, which
like the Indiana Pensioners, are represented by White & Case LLP,
claimed that the proposal to pay only 29 cents on the dollar to
secured lenders, notwithstanding that they are ahead in line to

Various parties including retirees, dealers, suppliers, government
agencies have also filed objections to the sale.  More than 300
objections have been filed with the Court, according to Chrysler
Bankruptcy News.

Chrysler has defended the proposed sale of most of its assets to
New CarCo saying it represents the only opportunity to preserve
its business.  "The Fiat transaction is the only deal on the
table.  If it is not approved, the Debtors will face immediate
liquidation," Corinne Ball, Esq., at Jones Day, in New York, said
in court papers.  Ms. Ball dismissed allegations that the proposed
sale is a sub rosa plan, saying the agreement governing the sale
does not dictate any of the terms of a plan of reorganization or
impair any creditor's rights.

Chrysler's arguments won support from the official committee of
unsecured creditors.  The Committee's counsel, Thomas Mayer, Esq.,
at Kramer Levin Naftalis & Frankel LLP, in New York, pointed out
that the absence of viable competing bids for the assets leaves
the Debtors' estates and stakeholders to either proceed with the
proposed sale or immediately liquidate the estates.  Fiat, the
U.S. Treasury, the International Union United Automobile Aerospace
and Agricultural Implement Workers Union of America, AFL-CIO (UAW)
and its class representatives also expressed support to the
Debtors.  The U.S. Treasury, in response to accusations that it
abused its authority in providing financing to the Debtors, argued
that the source of the proposed purchaser's financing plays no
part in the Court's evaluation of whether the Debtors have
demonstrated a business reason for the proposed sale.

According to Bloomberg, Glenn M. Kurtz, Esq., at White & Case LLP,
in New York, counsel to the Indiana Pensioners, said that if it
got his clients a higher return, Mr. Kurtz said he would be in
favor of liquidation.  Chrysler's lawyer, however, has insisted,
that the $2 billion that the Debtors will receive as consideration
for the proposed sale far exceeds the liquidation value of the
assets being sold, which benefits all stakeholders including the
secured lenders.

                        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: To Exit Bankruptcy Sooner Than Expected, Gov't Says
-----------------------------------------------------------------
Joann Muller at Forbes reports that the federal government expects
Chrysler LLC to emerge from bankruptcy sooner than expected.

Citing people familiar with the matter, Forbes relates that
Chrysler will complete its reorganization "on the short end" of
the 30- to 60-day timetable that President Barack Obama outlined.

Forbes states that if the U.S. Bankruptcy Court for the Southern
District of New York approves a plan to sell most of Chrysler's
assets to a new entity paired with Fiat SpA, the "new Chrysler"
would be able to exit bankruptcy proceedings by early June.

                  Chrysler Plan for New Vehicles

MarketWatch relates that Chrysler said that it submitted plans
totaling $448 million to the Department of Energy to speed
development of electric and hybrid vehicles.

According to MarketWatch, Chrysler is proposing the development
of:

     -- a Dodge Ram 1500 plug-in hybrid-electric pickup,

     -- a plug-in hybrid-electric Chrysler Town & Country minivan,
        and

     -- an all-electric Town & Country minivan.

Reuters relates that Chrysler and its "partners," plus the
Department of Energy, would each pay $224 million and would
include an investment of up to $83 million to construct a new
technology and manufacturing center in Michigan to help develop
and assemble the vehicles.

             More Than 600 Workers Accept Exit Offers

Citing a union official, Angela Tablac at STLtoday.com reports
that more than 600 local Chrysler pickup plant workers have
accepted voluntary severance and retirement offers, which took
effect on May 27, 2009.  The deadline for the offer was on May 26,
says the report.

STLtoday.com says that the offers include:

     -- a $50,000 payment and a $25,000 new-vehicle voucher if a
        worker qualifies for retirement;

     -- full retirement benefits under a special early retirement
        for workers ages 50 to 62 with at least 10 years of
        service;

     -- preretirement leave for those who are eligible for
        retirement within 24 months of their plant's closure; and

     -- a buyout of $75,000 and a $25,000 vehicle voucher for
        workers with one to 10 years of service.  Those with more
        than 10 years will get $115,000 and a $25,000 vehicle
        voucher.

According to STLtodya.com, laid-off workers who didn't accept an
incentive offer could wait to be transferred.

STLtoday.com relates that Don Ackermann, vice president of United
Auto Workers Local 136, said that almost 640 pickup plant workers
already left or will leave under the offers.

Chrysler, according to STLtoday.com, has said that it will close
the pickup plant by September 30, 2009.

                        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)


CIRCUIT CITY: BGC Assumes Retirement Plan for 21,000 Workers
------------------------------------------------------------
The Pension Benefit Guaranty Corporation has assumed
responsibility for a pension plan covering more than 21,000 former
workers and retirees of Circuit City, a defunct electronics
retailer based in Richmond, Virginia.

"The Circuit City pension plan is now under the protection of the
PBGC, America's pension insurance program," said Acting Director
Vince Snowbarger in a video message.  "Circuit City workers now
join the almost one and a half million Americans who rely on the
PBGC for their pension benefit."

The PBGC stepped in because the underfunded pension plan will be
abandoned following the liquidation of the company's assets during
bankruptcy proceedings.  Retirees and beneficiaries will continue
to receive their monthly benefit checks without interruption, and
other participants will receive their pensions when they are
eligible to retire.

On the basis of company-provided information, the PBGC estimated
the Retirement Plan of Circuit City Stores Inc. was 82 percent
funded, with $284.9 million in assets to cover $349 million in
benefit liabilities. Of the estimated $64 million shortfall, the
agency would be responsible for about $62 million.  The PBGC is
receiving updated information concerning the plan's assets and
liabilities, and will be revising its underfunding estimates in
the future.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which ended March 31,
2009.

Within the next several weeks, the PBGC will send notification
letters to all participants in Circuit City's retirement plan.
Under provisions of the Pension Protection Act of 2006, the
maximum guaranteed pension the PBGC can pay is determined by the
legal limits in force on the date of the plan sponsor's
bankruptcy.  Therefore, participants in the plan are subject to
the limits in effect on Nov. 10, 2008, which set a maximum
guaranteed amount of $51,750 for a 65-year-old.  The agency became
trustee of the plan on May 26, 2009.

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

Circuit City was the nation's second-largest electronics retailer.
After a period of declining sales and unable to execute a
turnaround strategy, the company and all of its subsidiaries filed
for Chapter 11 protection in the U.S. bankruptcy court in
Richmond.  The company was unable to reorganize or find a buyer
and began liquidation efforts through going out of business sales
that concluded on March 8, 2009.

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

Retirees of Circuit City who draw a benefit from the PBGC may be
eligible for the federal Health Coverage Tax Credit.  Further
information may be found on the PBGC Web site at:

                   http://ResearchArchives.com/t/s?3d49

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $62 million and was not previously included in
the agency's fiscal year 2008 financial statements.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by insurance
premiums paid by companies that sponsor pension plans and by
investment returns.


CITIBANK NA: Moody's Downgrades Bank Strength Rating to 'D'
-----------------------------------------------------------
Moody's Investors Service lowered its Bank Financial Strength
Rating of Citibank (South Dakota), N.A. to D from C-.  CSD's long-
term debt and deposit ratings were affirmed at A1, and the
company's short-term ratings were affirmed at Prime-1.  The rating
outlook on the BFSR is negative, while the rating outlook on the
debt and deposit ratings is stable.  The rating action concludes
the review of CSD's BFSR initiated on January 16, 2009.  CSD, a
wholly owned U.S. bank subsidiary of Citigroup, Inc., is the legal
entity for Citigroup's U.S. credit card business.

Moody's Bank Financial Strength Rating represents Moody's opinion
of a bank's intrinsic safety and soundness and, as such, excludes
external credit support elements, such as support from a parent or
government.  CSD's BFSR of D translates into a baseline credit
assessment of Ba2.

The downgrade of CSD's financial strength rating primarily
reflects the increased potential that CSD will require further
capital injections from its parent because of large credit card
losses.  Compared to its major peers, CSD's credit losses are
comparatively high, and with anticipation of high unemployment
throughout 2009 and 2010, Moody's expects that CSD's loss rates
will continue to rise and remain at elevated levels for the next
two years.

Despite CSD's recent portfolio re-pricing actions, expense
reduction initiatives and capital infusions from the parent
company, heightened pressure on asset quality, leading to
increased loan loss provisioning, could cause net losses for CSD
in 2009 and potentially 2010.

Moreover, Moody's expects that earnings for CSD (and for the U.S.
card industry as a whole) will be further adversely affected by
pressure on revenues in the wake of recent regulatory changes and
new legislation restricting pricing flexibility.

Moody's said that high credit costs being generated in Citigroup's
credit card and residential mortgage portfolios are major barriers
to Citigroup reporting quarterly profits in 2009 and 2010.
Moody's added that high credit card credit costs contribute
additional negative pressure to Citibank N.A.'s BFSR, which is C-
with a negative rating outlook.  With that said, Citibank's BFSR
incorporates Moody's expectation that Citigroup's tangible equity
base will be boosted by approximately $58 billion through the
conversion of hybrid securities into common stock during this
summer.

Notwithstanding the pressure on CSD's stand-alone financial
position, Moody's believes that CSD benefits from a very high
likelihood of support from its parent.  The affirmation of the
bank's debt and deposit ratings at A1 with a stable outlook
reflects this view.  The rating action is also consistent with
Moody's recent recalibration of the relative importance attached
to certain rating factors within its current bank rating
methodologies.  Capital adequacy, in particular, takes on
increasing importance in determining the BFSR in the current
environment.  Meanwhile, debt and deposit ratings will reflect the
fact that Moody's expects that its support assumptions will
continue to increase for systemically important institutions
during this global financial crisis.

To return to a stable outlook on the BFSR and BCA, CSD would need
to demonstrate stabilization of asset quality and improvement in
core profitability, while maintaining satisfactory capital
metrics.  Further negative rating pressure could develop if
Moody's comes to the view that the firm's credit and
regulatory/legislative risk exposures could lead to a more
extended period of net losses, increasing the potential need for
additional capital infusions from its parent.

The rating actions are summarized:

Citibank (South Dakota), N.A.

  -- BFSR downgraded to D from C-
  -- Long-Term Deposit and Senior Debt Rating affirmed at A1.
  -- Short-Term Rating affirmed at Prime-1

The last rating action on CSD was on February 27, 2009, when
Moody's downgraded the debt and deposits ratings in conjunction
with a rating action of the same date for Citigroup and Citibank,
N.A.

Citibank (South Dakota), N.A., based in Sioux Falls, South Dakota,
reported total assets of $84.2 billion as of March 31, 2009.


CITIGROUP INC: Unit Sues Broker for Sharing Info to Ameriprise
--------------------------------------------------------------
Dow Jones Newswires reports that Smith Barney, Citigroup Inc.'s
brokerage arm, has filed a lawsuit and arbitration claim in the
U.S. District Court in New Jersey against broker Brian Dillon, for
allegedly using confidential information to solicit business for
Amriprise Advisor Services, Inc., his new employer.

Court documents say that Mr. Dillon worked for Smith Barney in
Stamford and is currently employed as a registered representative
by Ameriprise.  According to WSJ, Mr. Dillon left Smith Barney on
May 15, 2009.  Court documents say that Mr. Dillon allegedly
solicited its clients to transfer their accounts to Ameriprise
Advisor.

WSJ relates that Smith Barney obtained a restraining order against
Mr. Dillon and Ameriprise.  WSJ states that the restraining order,
filed on May 20, required the return of Smith Barney's
confidential information, like documents and computer data, within
24 hours.  According to court documents, Mr. Dillon and Ameriprise
are also barred from soliciting certain accounts, pending the
outcome of an arbitration before a Financial Industry Regulatory
Authority panel.

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

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

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


CRESCENT RESOURCES: S&P Cuts Corporate Credit Rating to 'CCC-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Crescent Resources LLC (the borrower) to 'CCC-' from
'CCC+'.  At the same time, S&P lowered the rating assigned to the
senior secured bank loan to 'CCC-' from 'CCC+'.  The recovery
rating remains '4'.  The ratings on Crescent remain on CreditWatch
with negative implications, where they were placed on April 28,
2009.

The downgrades reflect Standard & Poor's belief that the company
is attempting to achieve covenant relief and/or restructure its
debt obligations in what continues to be a very difficult credit
environment for real estate borrowers.

"In our view, current market conditions could make it more
difficult for Crescent to execute a successful restructuring,"
said Standard & Poor's credit analyst George Skoufis.  "The
CreditWatch listings reflect the potential for further negative
rating actions resulting from the outcome of its current
discussions with lenders."

The severity of the current recession and the difficult credit
markets continue to challenge Crescent's ability to monetize its
real estate assets.  S&P believes these conditions are straining
cash flow and liquidity, thereby pressuring the company's ability
to service its large debt load and remain in compliance with its
debt covenants.  S&P believes covenant relief and/or additional
equity from Crescent's owners will be necessary for the company to
continue to meet its debt obligations.  S&P expects to resolve the
CreditWatch placements over the next few weeks.  Potential
outcomes of the CreditWatch listings include a further downgrade,
an affirmation of the current ratings, or a withdrawal of the
ratings if additional information is not forthcoming.


CROCS INC: To Raise $75,000,000 By Issuing Securities
-----------------------------------------------------
Crocs Inc. filed a registration statement on Form S-3 with the
Securities and Exchange Commission to register an indeterminate
number of shares of common stock and preferred stock and
indeterminate number of debt securities, stock purchase contracts,
and warrants, all at indeterminate prices, as will have an
aggregate initial offering price not to exceed $75,000,000.

Crocs said the net proceeds from the sale of the securities will
be used for general corporate purposes, which may include
repayment of debt, acquisitions, investments, additions to working
capital, capital expenditures and advances to or investments in
our subsidiaries.  Net proceeds may be temporarily invested prior
to use.  "We will have significant discretion in the use of any
net proceeds," Crocs said.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?3d46

As reported by the Troubled Company Reporter on May 15, 2009,
Crocs reported first quarter 2009 revenues of $134.9 million, up
7% from the fourth quarter of 2008 and down $63.6, or 32% from the
first quarter of 2008.  The Company reported a net loss of
$22.4 million in the first quarter of 2009 with a diluted loss per
share of $0.27, compared to a fourth quarter 2008 net loss of
$34.7 million, or ($0.42) per share and a first quarter 2008 net
loss of $4.5 million, or ($0.05) per share.  Selling, general and
administrative costs are down 26% compared to Q4 2008 and down
6.2% from the same quarter a year ago.

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

                         About Crocs Inc.

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

                        Going Concern Doubt

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

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

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


COMMERCIAL ALLOYS: May Be Split Into Two Pieces
-----------------------------------------------
Paul Schaffer at AMM.com reports that Commercial Alloys
Corporation will likely be split into two pieces.

According to AMM.com, trade sources said that after the results of
a May 22 auction are sorted out, Commercial Alloys may be split
into a an aluminum alloy smelter company controlled by the
principals of Imperial Zinc Corp. and a scrapyard company
controlled by the owners of Reserve Management Group.

Twinsburg, Ohio-based Commercial Alloys Corporation and its
affiliate filed for Chapter 11 bankruptcy protection on
November 26, 2008 (Bankr. N.D. Ohio Case No. 08-64060).  Marc
Merklin, Esq., at Brouse McDowell, LPA, assists the Debtors in
their restructuring efforts.  Commercial Alloys listed $10,000,000
to $50,000,000 in assets and $50,000,000 to $100,000,000 in debts.


CRUCIBLE MATERIALS: Seeks to Reject Eaton Contract and CORE Lease
-----------------------------------------------------------------
Crucible Materials Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to reject certain executory contracts and unexpired leases of non-
residential real property.

The Debtors are under contract with Eaton Corporation TRW Engine
Components, wherein it requires them to supply one-inch diameter
valve steel products.  The Debtors want to reject the contract
because of low profit margin in making steel products on the above
size range.  The related high inventory requirements are no longer
economically profitable to continue to supply that particular size
range of valve steel, the Debtors add.

The Debtors lease two non-residential real properties from CORE
Realty Holdings Management Inc. fbo TLC Grand Rapids Airport 1-25
located at Lot 14, Airport Industrial Center in Kentwood,
Michigan; and Tracy and Mary Jo Everhart at 1464 Hoff Industrial
Drive in O'Fallon, Missouri.

The rejection of the contract and leases, the Debtors assert, will
benefit their estates and reduce any unnecessary administrative
claims.

A hearing is set for May 28, 2009, to consider the Debtors'
request.

                     About Crucible Materials

Based in Syracuse, New York, Crucible Materials Corporation --
http://www.crucible.com/-- aka Crucible Specialty Metals,
Crucible Service Centers, Crucible Compaction Metals, Crucible
Research and Trent Tube makes stainless and alloy steel for use in
the aircraft, automotive, petrochemical, and other industries.
The Company sold its trent tubes unit to Plymouth Tube in 2007.

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP,
represents the Debtors in their restructuring efforts.  The
Debtors have tapped Duff & Phelps Securities LLP as investment
banker; RAS Management Advisors LLC as business advisor; and Epiq
Bankruptcy Solutions LLC as claims agent.  Roberta A. DeAngelis,
U.S. Trustee for Region 3, appointed five creditors to serve on
the Official Committee of Unsecured Creditors.  The Debtors listed
assets and debts both ranging from $100 million to $500 million.


CUSTOM FOODS: PASA Claims Can't Be Resolved on Summary Judgment
---------------------------------------------------------------
WestLaw reports that whether those portions of slaughtered animals
purchased by a Chapter 11 debtor prepetition for processing into
meat products qualified as "livestock" under the Packers and
Stockyards Act (PASA), and whether they were sold on a cash basis
following appropriate notice as required to give rise to a
statutory trust under the PASA, could not be determined based upon
allegations in the liquidating trustee's complaint to avoid the
debtor's payments to its suppliers as preferences.  Thus, the
bankruptcy court could not determine, on a motion to dismiss for
failure to state a claim, whether the challenged payments involved
the requisite "interest of the debtor in property," or only sums
already impressed with a PASA trust, in which the debtor had no
interest.  In re CFP Liquidating Estate, --- B.R. ----, 2009 WL
1425236 (Bankr. D. Del.).

The adversary proceedings (Bankr. D. Del. Adv. Pro. Nos. 09-50453,
09-50417, 09-50427, 09-50452 and 09-50491) reviewed by Judge Walsh
originate from the bankruptcy case of Custom Foods Products, Inc.
(Bankr. D. Del. Case No. 07-10495) filed on April 13, 2007.  On
September 10, 2007, the Bankruptcy Court confirmed Custom Foods'
Joint Plan Under Chapter 11 of the Bankruptcy Code which
established the CFP Liquidating Estate. (Doc. 490).  Charles A.
Stanziale was appointed the liquidating trustee of Custom Foods'
estate under the terms of the Plan on September 15, 2007.

Prior to filing for bankruptcy, Custom Foods was in the business
of developing, manufacturing, and marketing pre-cooked meat,
poultry, and pork products for sale to leading manufacturers of
branded and private label packaged foods and national fast-food
restaurant chains.  As part of its ordinary course of business,
the Debtor purchased uncooked meat and meat products from various
vendors and then processed that meat according to its own
procedures and the proprietary procedures of its customers.  In
particular, Debtor routinely purchased 50% lean "beef trimmings"
from Rite Way Meat Packers, Inc. (Adv.Pro. No. 09-50453, Doc. 5,
p. 2.), frozen boneless beef from Gurrentz International Corp.
(Adv. Pro. No. 09-50417, Doc. 5, p. 2), meat casings from Kalle
Nola Inc. (Adv. Pro. No. 09-50427, Doc. 6, p. 2), 100% "denuded
rounds" and 100% lean "beef trimmings" from R.B.R. Meat Company,
Inc. (Adv .Pro. No. 09-50452, Doc. 5, p. 2), and turkey wing meat
and pork ham trim from Western Poultry Sales, Co. (Adv. Pro. No.
09-50491, Doc. 5, p. 2).

Between January 13, 2007, and April 13, 2007, the 90 days
preceding the Debtor's bankruptcy petition, the Defendants
received several transfers from the Debtor.  These transfers were
made by the Debtor on account of antecedent debts with the
Defendants, including payments for goods (specifically, meat
products) previously received from the Defendants.  On March 16,
2009, Mr. Stanziale filed complaints against the Defendants
seeking to avoid the ninety-day transfers pursuant to 11 U.S.C.
Sec. 547, recover all avoided ninety-day transfers pursuant to 11
U.S.C. Sec. 550, and disallow any claims of the Defendants
pursuant to 11 U.S.C. Sec. 502(d) until all avoided 90-day
transfers had been paid.  On April 15, 2009, the Defendants filed
motions to dismiss the complaints in their entirety.


DAVE HAMILTON: Files for Chapter 7 Bankruptcy
---------------------------------------------
Amy Easley at KTVZ.COM reports that Dave Hamilton Chevrolet
Oldsmobile Inc. has filed for Chapter 7 bankruptcy protection,
leaving 30 workers off the job.

According to KTVZ.COM, Dave Hamilton was one of the dealers that
Chrysler and GM dropped two weeks ago.  KTVZ.COM relates that Dave
Hamilton has to liquidate to pay back about 160 creditors that are
owed more than $3 million.

Dave Hamilton is determined to stay in business by trying move its
Chapter 7 liquidation case to Chapter 11 reorganization, KTVZ.COM
says, citing Ed Fitch, who represents the Company.

Dave Hamilton Chevrolet Oldsmobile Inc. is a Redmond car dealer
owned by Nancy Hamilton.


DECORO USA: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Furniture Today reports that DeCoro USA has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the Middle
District of North Carolina.

According to Furniture Today, DeCoro USA had closed its office in
March 2009.  The report relates that its parent company DeCoro
Ltd., which also filed for bankruptcy in March 2009, shut down its
Chinese factories without warning in January 2009.

Furniture Today states that DeCoro USA's May 12 filing in U.S.
Bankruptcy Court in Greensboro, N.C., came two months after DeCoro
Ltd. filed for Chapter 11 in the same court on March 5.

Furniture Today relates that DeCoro USA's creditors include:

     -- Branch Banking & Trust Co., the largest unsecured
        creditor, which holds a $571,929 claim;

     -- R.C. Willey Home Furnishings, Salt Lake City, owed
        $90,290;

     -- Kroenhnen's Interiors, Hilo, Hawaii, owed $21,704;

     -- Furniture First, owed $9,798;

     -- Leggett & Platt, owed $9,586; and

     -- Furniture/Today parent Reed Business Information, owed
        $6,000.

Furniture Today reports that a creditors' meeting in the DeCoro
USA case will be hold on June 17.

Charlotte, North Carolina-based DeCoro USA is a sales and
distribution arm of former leather upholstery giant DeCoro Ltd.
The Company filed for Chapter 11 bankruptcy protection on May 12,
2009 (Bankr. M.D. N.C. Case No. 09-10846).  Christine L. Myatt,
Esq., who has an office in Greensboro, North Carolina, assists the
Company in its restructuring efforts.  The Company listed
$1,000,001 to $10,000,000 in assets and debts.


DIAL-A-MATTRESS: Sleepy's Wins Auction With $25-Million Bid
-----------------------------------------------------------
Phil Wahba at Reuters reports that Dial-a-Mattress Operating Corp.
said that Sleepy's LLC has won the Company's auction with a
$25 million bid.

Citing Moritt Hock Hamroff Horowitz lawyer Marc Hamroff, Reuters
relates that the bid was put submitted by Sleepy's affiliate,
Newco Trading.  Mr. Hamroff said that it includes the assumption
of certain obligations like offering jobs to "substantially all
employees" of Dial-A-Mattress, the report states.

Investment bankers estimated the return to unsecured creditors
from the sale would be about 85% of money owed, Reuters says,
citing Mr. Hamroff.

According to Reuters, a hearing for court approval will be held on
May 28, 2009.

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

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

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


ELYRIA FOUNDRY: Moody's Junks Corporate Family Rating From 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded Elyria Foundry Company LLC's
ratings (including the corporate family rating to Caa1 from B2)
and kept the ratings under review for further possible downgrade.

These actions reflect Moody's expectation that Elyria's operating
performance will deteriorate substantially during 2009 as a result
of weakening demand for castings, and could pressure the company's
ability to generate sufficient cash flow relative to its capital
structure.  Elyria reported a 30% volume decline during the first
quarter (15% decline in terms of revenue), compared to the prior
year period, and a thinning order backlog.  Moody's does not
expect a meaningful recovery in demand across Elyria's end markets
(energy, infrastructure, and industrial) in the near-term.  While
the company has taken significant steps to restructure its
operations, Moody's believe that Elyria's small size and limited
liquidity position may constrain its ability to adapt to changing
market conditions.  Consequently, Moody's expects that credit
metrics could deteriorate significantly, with adjusted debt-to-
EBITDA leverage possibly rising to at least the high mid single
digit range.

The review will focus on the company's ability to sustain its
current capital structure while maintaining a cash neutral
operating position and preserving its liquidity during an extended
downturn.  Moody's currently views Elyria's liquidity profile as
weak driven largely by uncertain cash flow generation and covenant
compliance issues.  Moody's remains particularly concerned about
the company's ability to remain in compliance with the 4.5x
leverage covenant under the indenture of the company's
$100 million of 13.5% senior secured notes.

These ratings were impacted by the actions and remain under review
for possible downgrade:

  -- Corporate Family Rating Downgraded to Caa1 from B2

  -- Probability of Default Rating Lowered to Caa1 from B2

  -- Senior Secured Notes lowered to Caa2 from B3 (point estimate
     remains unchanged at LGD 4; 58%)

The prior rating action for Elyria Foundry Company LLC was on
February 1, 2008, when the B2 corporate family rating was
assigned.

Headquartered in Elyria, Ohio, Elyria Foundry Holdings, LLC, is a
U.S. foundry providing gray and ductile iron castings of up to
50,000 pounds for use in energy end-market applications, including
natural gas compression equipment and coal pulverizers for
electric power generation.  The Company also produces castings of
up to 200,000 pounds for use in power generation and mining and
minerals processing markets through its Hodge foundry operation.
Other applications for Elyria's products include air compressors,
refrigeration and chillers, process machinery, and mining and
agricultural equipment.  The Company had approximately
$140 million of revenues in 2008.


ENTERGY GULF: Fitch Affirms 'BB+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings affirms Entergy Corporation's Issuer Default Rating
at 'BBB-'.  The Rating Outlook of Entergy has been revised to
Stable from Evolving, despite management's continuing plan to
spin-off the non-utility nuclear assets into an independent
company, Enexus.  Should the spin-off occur, Fitch anticipates
that the transaction would be structured to be credit neutral to
Entergy and have no impact on the ratings of Entergy's utility
subsidiaries.

Fitch also affirms the ratings of subsidiaries: Entergy
Mississippi Inc., Entergy Louisiana, LLC, Entergy Gulf States
Louisiana, LLC, Entergy Texas, Inc. and Entergy Arkansas, Inc.
The full list of ratings is at the end of the press release.

Entergy management has publicly affirmed its intention to complete
the Enexus spin-off if New York and Vermont state public service
commission and other approvals are received and associated debt
can be issued on economic terms.  Related rating issues to be
resolved include Entergy's use of the transaction proceeds, the
degree of business linkage and on-going financial support to be
provided by Entergy to Enexus and the interim and ultimate capital
structure of Entergy.  Fitch notes that the regulatory review
process for the spin-off has been protracted, and receipt of
Vermont and New York regulatory approvals is uncertain.  Fixed
income market conditions have not recently favored the substantial
leveraging that Entergy management contemplates in conjunction
with the spin-off; however, if market conditions were to improve,
the potential increase of leverage prior to full authorization for
the divestiture would be a concern.

The revision in the Rating Outlook to Stable reflects Fitch's
consideration of the company's prospects with and without the
spin-off.  In Fitch's view, if the transaction occurs, the
company's ratings are likely to remain at current levels assuming:
no significant post-spin financial support from Entergy to Enexus;
balanced use of transaction proceeds to manage Entergy's capital
structure relative to the loss of cash flow from the nuclear
business; and the slightly more conservative business profile of
the remaining businesses.

On a status quo operating basis (that is, absent the spin-off
restructuring transaction) Entergy's rating is amply supported by
cash flows from diverse sources including six regulated utilities
and a nuclear wholesale nuclear power business and strong cash
flow ratio coverage levels.  In addition, Entergy has a strong
liquidity position and is well positioned for future federal
greenhouse gas legislation.  Entergy had almost $2.5 billion of
cash on hand and revolving credit facility capacity as of
March 31, 2009, and the parent revolving credit facility is
committed until 2012.  The FFO coverage ratio was over 6 times (x)
as of Dec. 31, 2008.  Cash flow stability at the wholesale
generation company is currently provided by above market hedges
that will gradually roll off over the next three to four years.
The utilities benefit from effective fuel adjustment and storm
cost recovery mechanisms.

Fitch's credit concerns for Entergy include state regulation that
can be restrictive and adversarial, an aggressive management
strategy, uncertainties relating to the spin-off plan and related
leverage strategy, and commodity price exposure at the wholesale
power company.  Entergy is exposed to nuclear operating license
extension risk on its Vermont Yankee and Indian Point power units
beginning in 2012 and could realize lower prices on wholesale
power contracts when existing power hedges roll-off should weak
demand and gas prices result in a continuance of relatively low
average prices for power in the Northeast.

The long-term IDR rating of Entergy New Orleans, Inc. is upgraded
by Fitch to 'BB+' from 'BB'.  The Rating Outlook of ENOI is
revised to Stable from Positive.  The upgrade reflects the
improvement in credit metrics and business profile resulting from
storm cost recovery and gradual improvement of the service
territory economy and load since Hurricane Katrina in 2005.  The
2009 rate settlement reduced regulatory uncertainty.

ENOI's new rating is supported Fitch's expectations that cash
flows and debt will result in leverage and coverage ratios
appropriate for the new rating category and for balanced
regulatory outcomes by the City Council of New Orleans.  Cash
flows are stabilized by efficient fuel cost and storm recovery
mechanisms and should benefit from a formula rate plan that will
start in 2010.  Rating concerns include a geographically
concentrated service territory with storm exposure and a customer
base with below-average income levels.

A credit strength for the utility subsidiaries is the
effectiveness of their fuel and storm cost recovery mechanisms.
Credit issues at the utilities include storm cost recovery for
recent hurricanes in Louisiana and Texas and an ice storm in
Arkansas, below average income levels in the service territory,
and regulatory rate-making policies that result in earned returns
that are sometimes lower than the authorized returns, including
cost allocation issues among state regulators for power costs.
There is rating linkage in among the utility affiliates because of
a shared money pool and a power pool in which system generation
capacity is dispatched in merit order.

Ratings affected:

Entergy Corporation

  -- Issuer Default Rating affirmed at 'BBB-';
  -- Rating Outlook revised to Stable from Evolving.

Entergy New Orleans, Inc.

  -- IDR upgraded to 'BB+' from 'BB';
  -- Senior secured upgraded to 'BBB' from 'BBB-';
  -- Preferred stock upgraded to 'BB+' from 'BB';
  -- Rating Outlook Stable.

Entergy Arkansas

  -- IDR affirmed at 'BBB-';
  -- Senior secured affirmed at t 'BBB+';
  -- Senior unsecured affirmed at t 'BBB';
  -- Preferred stock affirmed at 'BBB-';
  -- Rating Outlook Stable.

Entergy Gulf States - Louisiana LLC

  -- IDR affirmed at 'BB+';
  -- Senior secured affirmed at 'BBB';
  -- Senior unsecured affirmed at 'BBB-';
  -- Preferred stock affirmed at 'BB+';
  -- Rating Outlook Stable.

Entergy Texas, Inc.

  -- IDR affirmed at 'BB+';
  -- Senior Secured affirmed at 'BBB';
  -- Rating Outlook Stable.

Entergy Louisiana, LLC

  -- IDR affirmed at 'BBB-';
  -- Senior secured affirmed at 'BBB+';
  -- Waterford lease obligation affirmed at 'BBB';
  -- Preferred stock affirmed at 'BBB-'.
  -- Rating Outlook Stable.

Entergy Mississippi Inc.

  -- IDR affirmed at 'BBB-';
  -- First mortgage bonds affirmed at 'BBB+';
  -- Preferred stock affirmed at 'BBB-';
  -- Rating Outlook Stable.


ENTERGY NEW ORLEANS: Fitch Upgrades Issuer Default Rating to BB+
----------------------------------------------------------------
Fitch Ratings affirms Entergy Corporation's Issuer Default Rating
at 'BBB-'.  The Rating Outlook of Entergy has been revised to
Stable from Evolving, despite management's continuing plan to
spin-off the non-utility nuclear assets into an independent
company, Enexus.  Should the spin-off occur, Fitch anticipates
that the transaction would be structured to be credit neutral to
Entergy and have no impact on the ratings of Entergy's utility
subsidiaries.

Fitch also affirms the ratings of subsidiaries: Entergy
Mississippi Inc., Entergy Louisiana, LLC, Entergy Gulf States
Louisiana, LLC, Entergy Texas, Inc. and Entergy Arkansas, Inc.
The full list of ratings is at the end of the press release.

Entergy management has publicly affirmed its intention to complete
the Enexus spin-off if New York and Vermont state public service
commission and other approvals are received and associated debt
can be issued on economic terms.  Related rating issues to be
resolved include Entergy's use of the transaction proceeds, the
degree of business linkage and on-going financial support to be
provided by Entergy to Enexus and the interim and ultimate capital
structure of Entergy.  Fitch notes that the regulatory review
process for the spin-off has been protracted, and receipt of
Vermont and New York regulatory approvals is uncertain.  Fixed
income market conditions have not recently favored the substantial
leveraging that Entergy management contemplates in conjunction
with the spin-off; however, if market conditions were to improve,
the potential increase of leverage prior to full authorization for
the divestiture would be a concern.

The revision in the Rating Outlook to Stable reflects Fitch's
consideration of the company's prospects with and without the
spin-off.  In Fitch's view, if the transaction occurs, the
company's ratings are likely to remain at current levels assuming:
no significant post-spin financial support from Entergy to Enexus;
balanced use of transaction proceeds to manage Entergy's capital
structure relative to the loss of cash flow from the nuclear
business; and the slightly more conservative business profile of
the remaining businesses.

On a status quo operating basis (that is, absent the spin-off
restructuring transaction) Entergy's rating is amply supported by
cash flows from diverse sources including six regulated utilities
and a nuclear wholesale nuclear power business and strong cash
flow ratio coverage levels.  In addition, Entergy has a strong
liquidity position and is well positioned for future federal
greenhouse gas legislation.  Entergy had almost $2.5 billion of
cash on hand and revolving credit facility capacity as of
March 31, 2009, and the parent revolving credit facility is
committed until 2012.  The FFO coverage ratio was over 6 times (x)
as of Dec. 31, 2008.  Cash flow stability at the wholesale
generation company is currently provided by above market hedges
that will gradually roll off over the next three to four years.
The utilities benefit from effective fuel adjustment and storm
cost recovery mechanisms.

Fitch's credit concerns for Entergy include state regulation that
can be restrictive and adversarial, an aggressive management
strategy, uncertainties relating to the spin-off plan and related
leverage strategy, and commodity price exposure at the wholesale
power company.  Entergy is exposed to nuclear operating license
extension risk on its Vermont Yankee and Indian Point power units
beginning in 2012 and could realize lower prices on wholesale
power contracts when existing power hedges roll-off should weak
demand and gas prices result in a continuance of relatively low
average prices for power in the Northeast.

The long-term IDR rating of Entergy New Orleans, Inc. is upgraded
by Fitch to 'BB+' from 'BB'.  The Rating Outlook of ENOI is
revised to Stable from Positive.  The upgrade reflects the
improvement in credit metrics and business profile resulting from
storm cost recovery and gradual improvement of the service
territory economy and load since Hurricane Katrina in 2005.  The
2009 rate settlement reduced regulatory uncertainty.

ENOI's new rating is supported Fitch's expectations that cash
flows and debt will result in leverage and coverage ratios
appropriate for the new rating category and for balanced
regulatory outcomes by the City Council of New Orleans.  Cash
flows are stabilized by efficient fuel cost and storm recovery
mechanisms and should benefit from a formula rate plan that will
start in 2010.  Rating concerns include a geographically
concentrated service territory with storm exposure and a customer
base with below-average income levels.

A credit strength for the utility subsidiaries is the
effectiveness of their fuel and storm cost recovery mechanisms.
Credit issues at the utilities include storm cost recovery for
recent hurricanes in Louisiana and Texas and an ice storm in
Arkansas, below average income levels in the service territory,
and regulatory rate-making policies that result in earned returns
that are sometimes lower than the authorized returns, including
cost allocation issues among state regulators for power costs.
There is rating linkage in among the utility affiliates because of
a shared money pool and a power pool in which system generation
capacity is dispatched in merit order.

Ratings affected:

Entergy Corporation

  -- Issuer Default Rating affirmed at 'BBB-';
  -- Rating Outlook revised to Stable from Evolving.

Entergy New Orleans, Inc.

  -- IDR upgraded to 'BB+' from 'BB';
  -- Senior secured upgraded to 'BBB' from 'BBB-';
  -- Preferred stock upgraded to 'BB+' from 'BB';
  -- Rating Outlook Stable.

Entergy Arkansas

  -- IDR affirmed at 'BBB-';
  -- Senior secured affirmed at t 'BBB+';
  -- Senior unsecured affirmed at t 'BBB';
  -- Preferred stock affirmed at 'BBB-';
  -- Rating Outlook Stable.

Entergy Gulf States - Louisiana LLC

  -- IDR affirmed at 'BB+';
  -- Senior secured affirmed at 'BBB';
  -- Senior unsecured affirmed at 'BBB-';
  -- Preferred stock affirmed at 'BB+';
  -- Rating Outlook Stable.

Entergy Texas, Inc.

  -- IDR affirmed at 'BB+';
  -- Senior Secured affirmed at 'BBB';
  -- Rating Outlook Stable.

Entergy Louisiana, LLC

  -- IDR affirmed at 'BBB-';
  -- Senior secured affirmed at 'BBB+';
  -- Waterford lease obligation affirmed at 'BBB';
  -- Preferred stock affirmed at 'BBB-'.
  -- Rating Outlook Stable.

Entergy Mississippi Inc.

  -- IDR affirmed at 'BBB-';
  -- First mortgage bonds affirmed at 'BBB+';
  -- Preferred stock affirmed at 'BBB-';
  -- Rating Outlook Stable.


ENTERGY TEXAS: Fitch Affirms 'BB+' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings affirms Entergy Corporation's Issuer Default Rating
at 'BBB-'.  The Rating Outlook of Entergy has been revised to
Stable from Evolving, despite management's continuing plan to
spin-off the non-utility nuclear assets into an independent
company, Enexus.  Should the spin-off occur, Fitch anticipates
that the transaction would be structured to be credit neutral to
Entergy and have no impact on the ratings of Entergy's utility
subsidiaries.

Fitch also affirms the ratings of subsidiaries: Entergy
Mississippi Inc., Entergy Louisiana, LLC, Entergy Gulf States
Louisiana, LLC, Entergy Texas, Inc. and Entergy Arkansas, Inc.
The full list of ratings is at the end of the press release.

Entergy management has publicly affirmed its intention to complete
the Enexus spin-off if New York and Vermont state public service
commission and other approvals are received and associated debt
can be issued on economic terms.  Related rating issues to be
resolved include Entergy's use of the transaction proceeds, the
degree of business linkage and on-going financial support to be
provided by Entergy to Enexus and the interim and ultimate capital
structure of Entergy.  Fitch notes that the regulatory review
process for the spin-off has been protracted, and receipt of
Vermont and New York regulatory approvals is uncertain.  Fixed
income market conditions have not recently favored the substantial
leveraging that Entergy management contemplates in conjunction
with the spin-off; however, if market conditions were to improve,
the potential increase of leverage prior to full authorization for
the divestiture would be a concern.

The revision in the Rating Outlook to Stable reflects Fitch's
consideration of the company's prospects with and without the
spin-off.  In Fitch's view, if the transaction occurs, the
company's ratings are likely to remain at current levels assuming:
no significant post-spin financial support from Entergy to Enexus;
balanced use of transaction proceeds to manage Entergy's capital
structure relative to the loss of cash flow from the nuclear
business; and the slightly more conservative business profile of
the remaining businesses.

On a status quo operating basis (that is, absent the spin-off
restructuring transaction) Entergy's rating is amply supported by
cash flows from diverse sources including six regulated utilities
and a nuclear wholesale nuclear power business and strong cash
flow ratio coverage levels.  In addition, Entergy has a strong
liquidity position and is well positioned for future federal
greenhouse gas legislation.  Entergy had almost $2.5 billion of
cash on hand and revolving credit facility capacity as of
March 31, 2009, and the parent revolving credit facility is
committed until 2012.  The FFO coverage ratio was over 6 times (x)
as of Dec. 31, 2008.  Cash flow stability at the wholesale
generation company is currently provided by above market hedges
that will gradually roll off over the next three to four years.
The utilities benefit from effective fuel adjustment and storm
cost recovery mechanisms.

Fitch's credit concerns for Entergy include state regulation that
can be restrictive and adversarial, an aggressive management
strategy, uncertainties relating to the spin-off plan and related
leverage strategy, and commodity price exposure at the wholesale
power company.  Entergy is exposed to nuclear operating license
extension risk on its Vermont Yankee and Indian Point power units
beginning in 2012 and could realize lower prices on wholesale
power contracts when existing power hedges roll-off should weak
demand and gas prices result in a continuance of relatively low
average prices for power in the Northeast.

The long-term IDR rating of Entergy New Orleans, Inc. is upgraded
by Fitch to 'BB+' from 'BB'.  The Rating Outlook of ENOI is
revised to Stable from Positive.  The upgrade reflects the
improvement in credit metrics and business profile resulting from
storm cost recovery and gradual improvement of the service
territory economy and load since Hurricane Katrina in 2005.  The
2009 rate settlement reduced regulatory uncertainty.

ENOI's new rating is supported Fitch's expectations that cash
flows and debt will result in leverage and coverage ratios
appropriate for the new rating category and for balanced
regulatory outcomes by the City Council of New Orleans.  Cash
flows are stabilized by efficient fuel cost and storm recovery
mechanisms and should benefit from a formula rate plan that will
start in 2010.  Rating concerns include a geographically
concentrated service territory with storm exposure and a customer
base with below-average income levels.

A credit strength for the utility subsidiaries is the
effectiveness of their fuel and storm cost recovery mechanisms.
Credit issues at the utilities include storm cost recovery for
recent hurricanes in Louisiana and Texas and an ice storm in
Arkansas, below average income levels in the service territory,
and regulatory rate-making policies that result in earned returns
that are sometimes lower than the authorized returns, including
cost allocation issues among state regulators for power costs.
There is rating linkage in among the utility affiliates because of
a shared money pool and a power pool in which system generation
capacity is dispatched in merit order.

Ratings affected:

Entergy Corporation

  -- Issuer Default Rating affirmed at 'BBB-';
  -- Rating Outlook revised to Stable from Evolving.

Entergy New Orleans, Inc.

  -- IDR upgraded to 'BB+' from 'BB';
  -- Senior secured upgraded to 'BBB' from 'BBB-';
  -- Preferred stock upgraded to 'BB+' from 'BB';
  -- Rating Outlook Stable.

Entergy Arkansas

  -- IDR affirmed at 'BBB-';
  -- Senior secured affirmed at t 'BBB+';
  -- Senior unsecured affirmed at t 'BBB';
  -- Preferred stock affirmed at 'BBB-';
  -- Rating Outlook Stable.

Entergy Gulf States - Louisiana LLC

  -- IDR affirmed at 'BB+';
  -- Senior secured affirmed at 'BBB';
  -- Senior unsecured affirmed at 'BBB-';
  -- Preferred stock affirmed at 'BB+';
  -- Rating Outlook Stable.

Entergy Texas, Inc.

  -- IDR affirmed at 'BB+';
  -- Senior Secured affirmed at 'BBB';
  -- Rating Outlook Stable.

Entergy Louisiana, LLC

  -- IDR affirmed at 'BBB-';
  -- Senior secured affirmed at 'BBB+';
  -- Waterford lease obligation affirmed at 'BBB';
  -- Preferred stock affirmed at 'BBB-'.
  -- Rating Outlook Stable.

Entergy Mississippi Inc.

  -- IDR affirmed at 'BBB-';
  -- First mortgage bonds affirmed at 'BBB+';
  -- Preferred stock affirmed at 'BBB-';
  -- Rating Outlook Stable.


FEDDERS CORP: Suit vs. Lenders and Directors Largely Dismissed
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Judge Brendan Linehan
Shannon of the U.S. Bankruptcy Court for the District of Delaware
dismissed the "larger part" of Fedders Corp.'s creditors against
lenders, officers and directors.  Judge Shannon ruled that much of
the complaint was legally insufficient and must be dismissed.  He
said there was no claim under Delaware law to make against the
lenders based on the notion of "improvident lending."  He also
said the banks couldn't be sued for "aiding and abetting a
fraudulent transfer."  Likewise, Judge Shannon said the facts
didn't support making any fraud claims against the lenders.

On the other hand, Judge Shannon, according to Bill Rochelle, said
there were sufficient facts in the complaint to support a claim
against the banks for "aiding and abetting breach of fiduciary
duty."  As for claims against Fedders officers and directors,
Judge Shannon said the "mere fact that a strategy turned out
poorly" doesn't by itself establish that company managers
"breached their fiduciary duties."  Judge Shannon allowed a claim
to stand against the former chief executive related to an
agreement in which a $6 million loan would be forgiven were he
ever terminated without cause.  An insider-trading claim was
allowed to stand against another director, as well as a breach of
duty claim against directors who agreed to forgive the $6 million
loan.

The lenders included Bank of America NA, General Electric
Capital Corp., Highland Capital Management LP and Goldman Sachs
Credit Partners LP.

The suit was brought under the liquidating Chapter 11 plan for
Fedders which was confirmed by the Court last year.

                   About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.  The company and several affiliates
filed for Chapter 11 protection on Aug. 22, 2007, (Bankr. D. Del.
Lead Case No. 07-11182).  Norman L. Pernick, Esq., and J. Kate
Stickles, Esq., at the Wilmington, Delaware office of Cole,
Schotz, Meisel, Forman & Leonard P.A.; and Irving E. Walker, Esq.,
at Cole Schotz's Baltimore, Maryland, office represent the Debtors
in their restructuring efforts.  The Debtors have selected Logan &
Company Inc. as claims and noticing agent.  The Official Committee
of Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP. When the Debtors filed for protection from creditors,
they listed total assets of US$186,300,000 and total debts of
US$322,000,000.

The Debtors' amended joint Chapter 11 plan of liquidation dated
Aug. 21, 2008, became effective Sept. 5, 2008.  Secured creditors
were expected to recover 52.5% to 55.9% of their claims.


FENDER MUSICAL: S&P Affirms Corporate Credit Rating at 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed the 'B+'
corporate credit rating on Scottsdale, Arizona-based Fender
Musical Instruments Corp. and revised the outlook to negative from
stable.  The outlook revision reflects S&P's concern about
decreasing sales volumes during fiscal 2009 amid the current
economy and S&P's expectation that leverage may increase above
S&P's previously expected levels.

S&P also affirmed the 'B+' senior secured debt rating on the
company's $300 million term loan and maintained the recovery
rating of '3', indicating the expectation for meaningful (50%-70%)
recovery in a payment default.

The rating on Fender reflects the company's high debt leverage and
narrow business focus, and the discretionary nature of its
products.  Fender benefits from its strong market share and global
brand names in the guitar, amplifier, and percussion segments,
including Fender, Squier, Charvel, Jackson, Gretsch, Starcaster,
and Takamine.

S&P is concerned about Fender's ability to maintain leverage below
the mid-5x area for the remainder of 2009 during the current weak
economy.

"As S&P believes sales volumes will likely continue to decline and
negative currency headwinds affect operating performance, S&P
expects leverage to increase during fiscal 2009," said Standard &
Poor's credit analyst Bea Chiem.  S&P estimates that if sales
decline by 10% from 2008 levels and EBITD margins contract by
about 200 basis points (assuming debt balances do not increase
significantly from current levels), then leverage may approach the
6x area by the end of fiscal 2009.

"Although unlikely over the near term, S&P may consider an outlook
revision to stable, if the company can maintain leverage below
5.5x and maintain EBITDA margins near current levels," she
continued.


GENERAL MOTORS: Cancels Debt-Equity Swap, Examines Options
----------------------------------------------------------
Sharon Terlep at The Wall Street Journal reports that General
Motors Corp. bondholders have rejected a debt swap offer.

GM announced the expiration of its exchange offers for
$27.2 billion of its unsecured public notes and the related
consent solicitations that were commenced on April 27.  No further
tenders of notes will be accepted and any notes previously
tendered pursuant to the exchange offers will be promptly returned
to the tendering holders.

The exchange offers expired at 11:59 p.m. EDT on May 26, 2009, at
which time the principal amount of notes tendered was
substantially less than the amount required by GM to satisfy the
debt reduction requirement under its loan agreements with the U.S.
Department of the Treasury, to meet the debt reduction objectives
under its viability plan, or to meet the minimum tender condition
of the exchange offers as required by the U.S. Treasury.  Since
these conditions, as well as certain other conditions, have not
been satisfied, the exchange offers will not be consummated.

GM has also cancelled the meetings of noteholders with respect to
each series of non-U.S. dollar-denominated notes which were
scheduled to take place on May 27, 2009, in relation to certain
amendments proposed in connection with the exchange offers.

The GM Board of Directors will be meeting to discuss GM's next
steps in light of the expiration of the exchange offers.

WSJ relates that GM had offered to give bondholders 10% of the
Company in exchange for forgiving at least $24 billion of its
$27 billion in unsecured debt.  Citing the Main Street Bondholders
group that lobbied on Capitol Hill, WSJ states that the deal would
wipe out the savings of tens of thousands of individuals.  WSJ
notes that the offer would have left bondholders with cents on the
dollar of what they are owed.  The deal, which required the
agreement of bondholders representing at least 90% of the debt,
was considered unfair by many bondholders relative to what GM was
offering other stakeholders, including the union and the U.S.
government.

WSJ notes that GM, without a bondholder agreement, will likely
turn to bankruptcy court.  WSJ states that GM and Treasury
officials were encouraged by Chrysler LLC's progress in court over
the past few weeks and now believes that the Company could emerge
from bankruptcy in as little as 30 days, but the drive for an
expedited bankruptcy could be challenged by GM's investors and
dealers.

Dow Jones Newswires relates that the Canadian government might
also take a stake in GM.  Dow Jones quoted Canadian Industry
Minister Tony Clement as saying, "At this point, we are continuing
to negotiate, we are continuing to nail down certain aspects of
the deal in anticipation of General Motors coming forward with
their go-forward plan."  The government has to make the "least bad
decision" that provides the most relief to taxpayers and the auto
industry, because letting the industry collapse would be
"cataclysmic" for the economy, Dow Jones states, citing Minister
Clement.

                         Opel Bidding

Citing North-Rhine Westphalia Gov. Juergen Ruettgers, Dow Jones
says that Fiat SpA and Magna International Inc. have improved
their offers for German Adam Opel GmbH unit.  According to the
report, German chancellor Angela Merkel is meeting with
representatives of Opel, Magna, Fiat, RHJ International SA, U.S.
government officials, GM representatives, and the governors of
German states where Opel plants are located, to discuss options.
U.S. government officials and representatives from Opel's parent
GM are also attending the meeting.

As reported by the Troubled Company Reporter on May 27, 2009, Opel
received three bids for the acquisition of a stake or the company
as a whole, GM Europe spokesperson Chris Preuss said.  Mr. Preuss
confirmed that the bids had been received.  Fiat has been
negotiating with GM for months about a potential merger with the
Company's European and Latin American operations.  Fiat wants to
integrate the operations into a global alliance with its auto unit
and Chrysler LLC.  Magna International Inc. has also signaled its
interest in GM Europe.  With many German politicians indicating a
preference for Magna International, Mr. Marchionne sought to
dispel fears that Fiat's offer would mean drastic layoffs, telling
the Bild am Sonntag newspaper that "in the worst case, a maximum
of 2,000 jobs in Germany would be affected" by the planned
integration.

Citing people familiar with the matter, Norihiko Shirouzu at WSJ
relates that GM has received from Beijing Automotive Industry
Holding an expression of interest in acquiring Opel, but doesn't
plan to pursue getting an offer from the Chinese company.

According to WSJ, GM received a letter from Beijing Auto on
Thursday last week, but didn't disclose a specific offer for Opel.

                     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: $27.2BB Exchange Offer Fails to Meet Threshold
--------------------------------------------------------------
General Motors Corp. said its exchange offers for $27.2 billion of
its unsecured public notes and the related consent solicitations
that were commenced on April 27, 2009, have expired.  No further
tenders of notes will be accepted and any notes previously
tendered pursuant to the exchange offers will be promptly returned
to the tendering holders.

The exchange offers expired at 11:59 p.m. EDT on May 26, 2009, at
which time the principal amount of notes tendered was
substantially less than the amount required by GM to satisfy the
debt reduction requirement under its loan agreements with the U.S.
Department of the Treasury, to meet the debt reduction objectives
under its viability plan, or to meet the minimum tender condition
of the exchange offers as required by the U.S. Treasury.  Since
these conditions, as well as certain other conditions, have not
been satisfied, the exchange offers will not be consummated.

Due to the foregoing, GM has also cancelled the meetings of
noteholders with respect to each series of non-U.S. dollar-
denominated notes which were scheduled to take place May 27, 2009,
in relation to certain amendments proposed in connection with the
exchange offers.

The GM Board of Directors will be meeting to discuss GM's next
steps in light of the expiration of the exchange offers.

As reported by the Troubled
Company Reporter on April 28,
2009, GM offered to exchange 225   |
shares of GM common stock for      |EXCHANGE OFFER
each 1,000 US dollar equivalent    |IN A NUTSHELL:
of principal amount -- or          |
accreted value as of the           |* Common stock plus accrued
settlement date, if applicable     |  interest in cash offered
-- of outstanding notes of each    |  for $27 billion of
series and is offering to pay,     |  outstanding public debt
in cash, accrued interest on       |
the GM notes from the most         |* Successful exchange to
recent interest payment date to    |  Result in at least
the settlement date. In respect    |  $44 billion reduction in
of the exchange offers for the     |  total liabilities from
GM Nova Scotia notes, General      |  bondholders, Treasury
Motors Nova Scotia Finance         |  and VEBA
Company jointly made the exchange  |
Offers with GM.                    |* Bondholders to own 10%
                                   |  of GM after successful
GM believes its restructuring      |  exchange offer
plan and the successful            |
consummation of the exchange       |* Exchange contingent on
offers will provide the best       |  VEBA modifications and
path for the future success of     |  Treasury debt conversion
the company while enabling it to   |  conditions resulting in
continue operating its business    |  at least $20 billion
without the negative impacts of    |  reduction in liabilities
a bankruptcy and reducing the      |
risk of a potentially              |* To seek bankruptcy relief
precipitous decline in revenues    |  if the exchange offers
in a bankruptcy.                   |  are not consummated
                                   |____________________________
GM has said that in the event it
does not receive prior to June 1, 2009 enough tenders of notes to
consummate the exchange offers, it expects to seek relief under
the U.S. Bankruptcy Code.  GM said it was considering its
alternatives in seeking bankruptcy relief.

Consummation of the exchange offers was conditioned on the
satisfaction or waiver of several conditions including:

    * U.S. Treasury Condition: the results of the exchange offers
      shall be satisfactory to the U.S. Treasury, including in
      respect of the overall level of participation by noteholders
      in the exchange offers and in respect of the level of
      participation by holders of the Series D notes in the
      exchange offers.  GM believes that at least 90 percent of
      the aggregate principal amount of outstanding notes,
      including at least 90 percent of the aggregate principal
      amount of the outstanding Series D notes due June 1, 2009,
      will need to be tendered in the exchange offers or called
      for redemption pursuant to the call option (in the case of
      non-USD notes) in order to satisfy the U.S. Treasury
      condition.  Whether this level of participation in the
      exchange offers will be required (or sufficient) to satisfy
      the U.S. Treasury condition will ultimately be determined by
      the U.S. Treasury.

    * Completion of the U.S. Treasury Debt Conversion: the U.S.
      Treasury (or its designee) shall have been issued at least
      50 percent of the pro forma common stock of GM in exchange
      for (a) the full satisfaction and cancellation of at least
      50 percent of GM's outstanding U.S. Treasury debt at June 1,
      2009 (such 50 percent currently estimated to be
      approximately $10.0 billion) and (b) full satisfaction and
      cancellation of GM's obligations under the warrant issued to
      the U.S. Treasury as part of one of the U.S. Treasury loan
      agreements.

    * Evidence of the U.S. Treasury Financing Commitment: the U.S.
      Treasury having provided commercially reasonable evidence of
      its commitment to provide GM an additional $11.6 billion of
      funding that GM currently forecasts it will require after
      May 1, 2009.

    * Binding agreements in respect of the VEBA Modifications and
      U.S. Treasury approval thereof: GM is engaged in ongoing
      negotiations regarding modifications required by the terms
      of one of the U.S. Treasury loan agreements to a new
      voluntary employee benefit association (the new VEBA)
      established as part of a settlement with The International
      Union, United Automobile, Aerospace and Agricultural
      Implement Workers of America (the UAW) and the class of UAW
      GM retirees.  A condition to the consummation of the
      exchange offers is that (a) at least 50 percent (or
      approximately $10 billion) of GM's future financial
      obligations to the new VEBA will be extinguished in exchange
      for GM common stock and (b) cash installments will be paid
      over a period of time toward the remaining amount of GM's
      financial obligations to the new VEBA.  It is also a
      condition to the exchange offers that the terms of the VEBA
      modifications shall be satisfactory to the U.S. Treasury.

    * The aggregate number of shares of GM common stock issued or
      agreed to be issued pursuant to the U.S. Treasury Debt
      Conversion and the VEBA Modifications shall not exceed 89%
      of the pro forma outstanding GM common stock (assuming full
      participation by holders of old notes in the exchange
      offers).

    * Binding agreements regarding labor modifications required
      under one of GM's U.S. Treasury loan agreements, on such
      terms as shall be satisfactory to the U.S. Treasury.

The TCR said May 25, 2009, that GM reached an agreement with the
United Auto Workers to cut retiree health-care obligations and
labor costs.  Sources told The Wall Street Journal that the
agreement largely mirrors concessions the UAW granted Chrysler LLC
in April.  Sources told WSJ 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.

The TCR, citing a report by WSJ, said May 27 that UAW agreed that
its healthcare trust get a 17.5% stake in GM, a smaller stake
compared to the previously agreed 39% stake, in exchange for
significant retiree health-care concessions.

The TCR said May 26 that CAW members working at GM in Oshawa,
Windsor, St. Catharines and Woodstock, Ontario have voted
overwhelmingly in favor of a new collective agreement, ratifying
the deal by 86% after a series of meetings were held over the past
two days.

GM has received $19.4 billion in federal loans.  The government
has indicated it would provide more funds if 90% of the
bondholders, as well as unionized workers, agreed to concessions
that substantially lowered GM's costs.

Tom Krisher and Dan Strumpf at The Associated Press note that
because the bondholder deal did not go through, the equity freed
by the UAW deal now apparently will go to the U.S. government,
which may have to commit billions more for GM's restructuring in
court.  GM has said the government's stake originally was to be
50%.  "But it now could be as high as 69 percent. The Canadian
government also could get equity for up to $8 billion in aid for
the automaker," according to Messrs. Krisher and Strumpf.

According to Messrs. Krisher and Strumpf, some analysts said GM's
bondholders may be holding out for better terms in bankruptcy.
They relate that Stephen Lubben, a law professor at Seton Hall
University, said unsecured creditors like bondholders often
recover 40% of their investment in bankruptcy.

"They may not do much better, but they can't do any worse," he
said, according to Messrs. Krisher and Strumpf.

According to Messrs. Krisher and Strumpf, another factor
complicating the decision of GM's bondholders is that many large
investors hold insurance policies on their bonds known as credit
default swaps.  The policies, they explain, would reimburse
bondholders in the event of a "credit event" like a bankruptcy
filing.  Investors who hold credit default swaps on GM debt stand
to make about $2.33 billion if the insurance contracts are
triggered, according to the Depository Trust & Clearing Corp.,
they said.

According to Messrs. Krisher and Strumpf, if GM files for
bankruptcy, the chain of events would prove similar to what
Chrysler LLC faced.  In Chrysler's case, four banks holding 70% of
Chrysler's $6.9 billion secured debt agreed to take $2 billion in
cash, but a collection of hedge funds refused to budge, sending
the automaker into bankruptcy protection.

"However, the two cases are different in important ways.  GM's
bondholders are unsecured, meaning their debt isn't backed by hard
assets like factories and property and are therefore likely to see
a smaller recovery in bankruptcy.  They are also more diverse and
tougher to organize, ranging from big banks to hedge funds to mom-
and-pop investors," according to Messrs. Krisher and Strumpf.

                     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.


GMAC LLC: S&P Affirms 'CCC/C' Counterparty Credit Ratings
---------------------------------------------------------
On May 26, 2009, Standard & Poor's Ratings Services affirmed its
'CCC/C' counterparty credit ratings on GMAC LLC and Residential
Capital LLC, its mortgage subsidiary.  The outlooks on the ratings
for both GMAC LLC and Residential Capital LLC are revised to
developing from negative.

Several recent actions GMAC LLC has taken in conjunction with the
U.S. Treasury, the Federal Reserve, and the FDIC have materially
enhanced the company's capital and liquidity profiles and better
positioned the company for what S&P believes will be continued
challenging operating conditions.  During the next two years, S&P
might consider raising S&P's ratings on GMAC LLC and Residential
Capital LLC if the capital and liquidity positions they currently
enjoy as a result of various U.S. government actions were to
combine with a resurgent auto finance sector and a return to full
financial health for General Motors Corp. and Chrysler LLC.

On May 12, 2009, the U.S. government named GMAC preferred lender
for Chrysler LLC dealers and retail customers.  The UST invested
$7.5 billion in 9% mandatory convertible preferred stock with
warrants.  The warrants were immediately exercised for
$375 million and the MCP is convertible after seven years.  GMAC
indicated that $4 billion of the $7.5 billion is earmarked to
support financing of Chrysler LLC dealers and retail customers.
$3.5 billion is allocated toward GMAC LLC's $9.1 billion
Supervisory Capital Assistance Program requirement.

On May 21, 2009, The FDIC announced that it approved GMAC LLC's
application for participation in the Temporary Liquidity Guarantee
Program for up to $7.4 billion.  The Fed also granted GMAC LLC a
limited exemption from section 23A of the Federal Reserve Act,
allowing for the origination of General Motors assets at GMAC
LLC's bank subsidiary (recently renamed Ally Bank) subject to
certain conditions.  In connection with these actions, GMAC
LLC agreed to reconstitute it board of directors.

Under an earlier agreement, the UST has the right to exchange an
$884 million loan made to General Motors for common equity
interest in GMAC LLC.  The UST indicated it expects to convert in
the "very near future," after which the UST will own 35.4% of
GMAC's common stock.

GMAC LLC still faces substantial long-term strategic issues that
could overwhelm the advantages provided by the company's capital
and liquidity positions.  In addition, S&P expects the bulk of
GMAC LLC's business volumes to be associated with one bankrupt
auto manufacturer in Chrysler LLC and another that may be
contemplating the same in General Motors.  Meanwhile, S&P expects
Residential Capital LLC's business to continue to be to provide
loans and services to the still-distressed mortgage market.

Although the U.S. government's interest in GMAC LLC is
substantiated by its sizable capital investment and its
appointment of GMAC to provide dealer and retail services for
Chrysler LLC, S&P does not consider GMAC LLC a highly systemically
important institution.  Therefore, S&P does not believe that GMAC
LLC would necessarily receive additional extraordinary support if
it were needed, or if it were to receive such support S&P is
uncertain as to what form such support could take.  Considering
these points, S&P foresees possible negative ratings pressure on
GMAC LLC and Residential Capital LLC if there were less-than-
optimal outcomes of the Chrysler LLC bankruptcy, a potential
General Motors bankruptcy, a continued depressed auto sector, and
ongoing pressure from Residential Capital LLC.

                 Ratings Affirmed; Outlook Action

                             GMAC LLC
                     Residential Capital, LLC

                                 To                 From
                                 --                 ----
Counterparty Credit Rating       CCC/Developing/C   CCC/Negative/C

                         Ratings Affirmed

                             GMAC LLC

            Senior Unsecured                       CCC
            Subordinated                           CC
            Commercial Paper                       C

                        GMAC Australia LLC

            Commercial Paper                       C

             GMAC Commercial Mortgage Funding Asia K.K.

           Commercial Paper                       C

         GMAC Financiera, S.A. de C.V., S.F.O.M., E.N.R

            Senior Unsecured                       mxB-
            Commercial Paper                       mxC

                  GMAC International Finance B.V.

            Senior Unsecured                       CCC
            Commercial Paper                       C

                    GMAC Mexicana S.A. de C.V.

            Commercial Paper                       mxC

            General Motors Acceptance Corp. (N.Z.) Ltd.

            Commercial Paper                       C

            General Motors Acceptance Corp. (U.K.) PLC

            Commercial Paper                       C

          General Motors Acceptance Corp. Nederland N.V.

            Commercial Paper                       C

          General Motors Acceptance Corp. of Canada Ltd.

            Senior Unsecured                       CCC
            Commercial Paper                       C

                      Preferred Blocker Inc.

            Preferred Stock                        C

                     Residential Capital, LLC

            Senior Secured
             Local Currency                        CCC
             Recovery Rating                       3

            Senior Unsecured
             US$500 mil 6.875%  nts due 06/30/2015 CC
              Recovery Rating                      6

             US$2.5 bil 6.375%  nts due 06/29/2010 CC
              Recovery Rating                      6

             US$1.5 bil 6%  sr. nts due 02/22/2011 CC
              Recovery Rating                      6

             US$1.75 bil 6.5%  nts due 04/17/2013  CC
              Recovery Rating                      6

             EUR750 mil 5.125%  nts due 05/17/2012 CC
              Recovery Rating                      6

            GBP400 mil 6.375%  nts due 05/17/2013   CC
               Recovery Rating                      6

              US$1.25 bil 6.5%  nts due 06/01/2012  CC
               Recovery Rating                      6

              EUR600 mil fltg rate nts due          CC
              09/27/2010
               Recovery Rating                      6

            GBP400 mil 7.875%  nts due 07/01/2014   CC
               Recovery Rating                      6

             Junior Subordinated
              Local Currency                        CC
              Recovery Rating                       6


HAWAIIAN TELCOM: May File Bankruptcy Exit Plan by Month's End
-------------------------------------------------------------
Theodore D.C. Young, Esq., at Cades Schutte LLP, in Honolulu,
Hawaii, has told the U.S. Bankruptcy Court for the District of
Hawaii that Hawaiian Telcom Communications, Inc., and its
affiliates and their prepetition lenders are negotiating the terms
of a proposed restructuring, which would significantly deleverage
the current capital structure and provide the Debtors with
sufficient liquidity to implement their business plan.  Given the
ongoing plan negotiations, the Debtors believe that it would be
counterproductive at this time to litigate the form of adequate
protection and the terms of continued cash collateral use.  He
said the Debtors expect to file a plan of reorganization by the
end of May 2009.

Mr. Young said the Debtors have completed a thorough analysis of
their minimal liquidity needs to operate their businesses and
remain competitive.  Assuming that the Court authorizes continued
use of cash collateral, the Debtors' current projections show that
they will be able to meet their minimal liquidity needs for the
duration of these Chapter 11 cases and upon emergence, Mr.
Young said.

Judge Lloyd King of the U.S. Bankruptcy Court for the District of
Hawaii has permitted the Debtors to continue using the cash
collateral of their Prepetition Lenders, through June 30, 2009.

Pursuant to the First Cash Collateral Extension Order dated
February 27, 2009, the Debtors provided their Prepetition Lenders
with these forms of adequate protection:

   * Adequate protection payments of an amount equal to interest
     at the non-default rate on $300 million of outstanding
     prepetition obligations owing to the Prepetition Lenders;

   * Payment of the Prepetition Lenders' fees and expenses,
     including advisors' fees and expenses;

   * Replacement liens on the Prepetition Lenders' prepetition
     collateral;

   * A superpriority administrative expense claim under Section
     507(b) of the Bankruptcy Code with respect to all the
     adequate protection obligations;

   * Weekly updates of cash receipts and disbursements;

   * Updated weekly 13-week cash flows; and

   * Numerous termination events.

Mr. Young said the current adequate protection continues to be
appropriate given the situation the Debtors' Chapter 11 cases
present.

The Second Cash Collateral Extension Order provides for adequate
protection payments and preservation of challenge rights:

  (A) Adequate Protection Payments.  The Debtors will pay to the
      Prepetition Agent on an ongoing basis:

      (1) The current cash payment of interest at the non-default
          rates at the times provided for in the Prepetition
          Credit Agreement; provided that from March 1, 2009 to
          June 30, 2009, those obligations will be satisfied by:

          -- payment of cash interest calculated at the non-
             default rates with respect to $300 million of the
             outstanding Senior Secured Debt; and

          -- the deemed payment of interest with respect to the
             balance of outstanding Senior Secured Debt, with the
             amount being included in the amount of Senior
             Secured Debt.

      (2) Cash payments equal to all accrued and unpaid non-
          default rate interest, fees and expenses then owing
          with respect to the Prepetition Obligations or provided
          for in the Prepetition Financing Documents; and

      (3) From time to time after the Petition Date, the current
          cash payment of documented fees and expenses as and
          when due and payable under the Prepetition Financing
          Documents, including fees and expenses of legal counsel
          and other professionals retained by the Prepetition
          Lenders.

      The Debtors, the United States Trustee for Region 15, the
      Official Committee of Unsecured Creditors and the
      Noteholders will have the right to object to the payment of
      any amounts.

  (B) Preservation of Challenge Rights.  The Creditors Committee
      will have standing and authority to appear in the action
      styled Lehman Commercial Paper Inc. v. The Official
      Committee of Unsecured Creditors of Hawaiian Telecom
      Communications, Inc., et al., and prosecute claims and
      defenses on behalf of the Debtors' estates.  However, the
      prohibition on the use of Lenders Funds with respect to
      that challenge remains in full force.

Judge King convened a scheduling conference in connection with the
Lehman Commercial Adversary Proceeding to establish an expedited
schedule for consideration of the claims raised on May 21, 2009.

A full-text copy of the Second Extension Order dated April 30,
2009 is available for free at:

   http://bankrupt.com/misc/HawTel_2ndExtCashCollOrd.pdf

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No. 08-
13086).  As reported by the TCR on December 30, 2008, Judge Peter
Walsh of the U.S. Bankruptcy Court for the District of Delaware
approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc., and seven of
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


HAWAIIAN TELCOM: May Pay $6MM Under 2008 Bonus Program
------------------------------------------------------
Judge Lloyd King of the U.S. Bankruptcy Court for the District of
Hawaii authorized Hawaiian Telcom Communications, Inc., and its
affiliates to pay up to $6 million under their Annual Performance
Compensation Program for 2008.

Specifically, the Debtors are authorized to pay immediately:

  (a) to each Union Employee the full amount of performance
      compensation owing to that Union Employee under the 2008
      Program and the Collective Bargaining Agreement; and

  (b) to each Non-Union Employee (i) 1/12 of the amount payable
      to that Non-Union Employee under the 2008 Program, plus
      (ii) the remaining amount payable to that Non-Union
      Employee under the 2008 Program up to an additional
      $10,950.  To the extent the initial payment is not
      sufficient to satisfy the entirety of any Non-Union
      Employee's claim on account of the 2008 Program, the
      Debtors are authorized to pay any additional amount owing
      to the Non-Union Employee under the 2008 Program on the
      effective date of the Debtors' Chapter 11 plan; provided,
      however, that to receive an additional payment, the Non-
      Union Employee must remain employed by the Debtors on the
      Effective Date.

Judge King notes that the Debtors' counsel stated at the hearing
that the Debtors wish to defer to a late date the Court's
consideration of their Annual Performance Compensation Program for
2009.

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No. 08-
13086).  As reported by the TCR on December 30, 2008, Judge Peter
Walsh of the U.S. Bankruptcy Court for the District of Delaware
approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc., and seven of
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


HAWAIIAN TELCOM: Panel Seeks Protocol for Trading Claims
--------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of Hawaiian Telcom Communications, Inc., and its affiliates
asks the U.S. Bankruptcy Court for the District of Hawaii to
approve information blocking procedures and permitting trading in
claims against the Debtors, including securities as defined in
Section 2(a)(1) of the Securities Act and bank debt, which are
known as Covered Claims, in certain situations.

Christopher J. Muzzi, Esq., at Moselet Biehl Tsugawa Lau & Muzzi
LLC, in Honolulu, Hawaii, relates that although members of the
Committee owe fiduciary duties to the creditors of the Debtors'
estates, each Committee member also has fiduciary duties to
maximize returns to its clients through trading securities.  He
continues that if a Committee member is barred from trading the
Covered Claims during the pendency of these Chapter 11 cases
because of its duties to other creditors, it may risk the loss of
a beneficial investment opportunity for itself or its clients and
may breach its fiduciary duty to its clients.  In the alternative,
if a Committee Member is compelled to resign from the Committee
because of its inability to trade for the benefit of itself and
its clients, its interests may be comprised by virtue of its
taking a less active role in the reorganization process, Mr. Muzzi
notes.  Against this backdrop, he contends, the Committee Member
should not be forced to choose between serving on the Committee
and risking the loss of beneficial investment opportunities or
service on the Committee and possibly compromising its
responsibilities by taking a less active role in the
reorganization process.

In conjunction with the existing information blocking procedures,
the Committee Members agree to establish and maintain these
internal procedures:

  (1) Committee Personnel will execute a letter acknowledging
      that it may receive a non-public information and that it is
      aware of the information blocking procedures, which are in
      effect with respect to the Covered Claims and will follow
      the procedures and will inform the Committee counsel and
      the U.S. Trustee if the procedures are breached.

  (2) Committee Personnel will not directly or indirectly
      share any non-public information generated by, received
      from, or relating to Committee activities or Committee
      membership with any other employees, representatives or
      agents of the Committee Member, including the Committee
      Member's investment advisory personnel.  Committee
      Personnel will use good faith efforts not to share any
      material information concerning these Chapter 11 cases with
      any employee of the Committee Member engaged in trading
      activities with respect to the Covered Claims on behalf of
      the Committee Member or its clients, except that a good
      faith communication of publicly available Information will
      not be presumed to be a breach of the obligations of the
      Committee Member or any Committee Personnel.

  (3) Committee Personnel will maintain all files containing
      information received in connection with or generated from
      committee activities in secured cabinets inaccessible to
      other employees of the Committee Member.

  (4) Committee Personnel will not receive any information
      regarding the Committee Member's trades in the Covered
      Claims in advance of the execution of trades, but Committee
      Personnel may receive trading reports showing the Committee
      Member's purchases and sales and ownership of the Covered
      Claims on a bi-weekly basis.

  (5) The Committee Member's compliance personnel will review on
      a weekly basis the Committee Member's trades of the Covered
      Claims to determine if there is any reason to believe that
      the trades were not made in compliance with the information
      blocking procedures.

  (6) So long as the Committee Member is a member of the
      Committee, it will disclose to the United States Trustee
      any decrease in principal dollar amount of the Covered
      Claims held by the Committee Member or its clients, which
      results in holdings being less than the lesser of $15
      million in principal or 113 of the aggregate holdings of
      the Committee Member and in its clients' accounts at the
      Committee Member as of the date of the Committee Member's
      appointment to the Committee, and any increase in dollar
      amount of the Covered Claims held by the Committee Member
      or its clients, which results in an increase in aggregate
      holdings of more than $150 million or 2/3 of the aggregate
      holdings of the Committee Member and in its clients'
      accounts at the Committee Member as of December 12, 2008,
      date of the Committee appointment, within 10 days of trade
      or trades aggregating more than $150 million.

  (7) So long as the Committee Member is a member of the
      Committee, its chief compliance officer will disclose to
      the Committee's counsel and the U.S. Trustee every 6 months
      a declaration verifying continued compliance with the
      procedures.

  (8) The Committee Member will immediately disclose to the
      Committee's counsel and the U.S. Trustee and file with the
      Court a disclosure of any breaches of the procedures.

The Committee Personnel may share Information with:

   -- senior management of the Committee Member who, due to
      its duties and responsibilities, has a legitimate need
      to know the Information, provided that the individuals (i)
      comply with the Screening Wall Procedures; and (ii) use the
      Information only in connection with their senior managerial
      Responsibilities; and

   -- regulators, auditors, designated legal and compliance
      personnel to render legal advice to the Committee
      Personnel, and to the extent that the Information may be
      accessible by internal computer systems, the Committee
      Member's administrative personnel who service and maintain
      the systems, each of whom will agree not to share
      Information with other employees and will keep the
      Information in files inaccessible to other employees; and

   -- other employees, representatives and agents of the
      Committee Member who (i) are not involved with trading or
      investment advisory activities with respect to the Covered
      Claims and (ii) execute a Confidentiality Letter.

Each of the Committee Personnel has agreed to submit a declaration
affirming its compliance with the Screening Wall and information
blocking procedures, prior to the Committee Member engaging in the
trading of Covered Claims.

Moreover, the Screening Wall Procedures will apply with respect to
any affiliate of the Debtors that files for bankruptcy after entry
of an order approving the Motion, provided that:

   (i) the Committee Member or its counsel has received prior
       notice of the bankruptcy filing;

  (ii) the order grants the Committee Member the right to file a
       proposed order setting forth alternative information
       blocking procedures for the entity;

(iii) if no objections are filed within five days, the proposed
       order may be entered by the Court; and

  (iv) if an objection is filed, the Court may schedule a hearing
       on the matter.

Accordingly, Mr. Muzzi notes that the Screening Wall Procedures
are designed to prevent a Committee Member's trading personnel,
investment advisory personnel, and trading personnel from the
Committee Member's affiliates from receiving any non-public
information concerning the Debtors' Chapter 11 cases through the
Committee Personnel who are performing activities related to the
Committee in the Debtors' Chapter 11 case and to prevent Committee
Personnel from receiving information regarding a Committee
Member's trading in Covered Claims in advance of trading.

In addition, the Committee asks the Court to determine that the
Committee Members will not violate their fiduciary duties as
Committee members and will not subject their interests or claims
to possible disallowance, subordination, or other adverse
treatment by trading in the Covered Claims during the pendency of
the Debtors' Chapter 11 cases, provided that the Committee Members
comply with the Screening Wall Procedures.

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No. 08-
13086).  As reported by the TCR on December 30, 2008, Judge Peter
Walsh of the U.S. Bankruptcy Court for the District of Delaware
approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc., and seven of
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


HAYES LEMMERZ: U.S. Trustee Forms Three-Member Creditors' Panel
---------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors of Hayes Lemmerz International Inc. and its
debtor-affiliates.

The members of the Committee are:

  a) Pioneer Euro High Yield Fund
     Attn: Brian Farrell
     1 George's Quay Plaza
     George's Quay, Dublin 2
     Ireland
     Tel: 353-1-4802769
     Fax: 353-1-4495769

  b) U.S. Bank, N.A.
     as Indenture Trustee
     Attn: Patricia Kapsch
     60 Livingston Avenue
     St. Paul, MN 55107
     Tel: (651) 495-3960
     Fax: (651) 495-8100

  c) Pension Benefit Guaranty Corporation
     Attn: Jack Butler
     1200 K Street, N.W.
     Washington, DC 20005
     Tel: (202) 326-4020 ex. 3471
     Fax: (202) 842-2643

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

                 About Hayes Lemmerz International

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


HAYES LEMMERZ: Asks Court for Appointment of Retiree Committee
--------------------------------------------------------------
To carry out their restructuring plans, Hayes Lemmerz
International Inc., and its affiliates are implementing cost
reductions.  The cost associated with retiree medical benefits and
life insurance for both union and salaried retirees is
significant, and must be a part of the reductions.  During 2008,
the annual expense of the retiree benefits was approximately $14
million.

As of the Petition Date, the Debtors estimated cumulative, long-
term liability for fully performing all of their existing retiree
benefits obligations on behalf of all eligible retired employees
and current employees who have accrued rights to retiree benefits
would total approximately $150 million.  The Debtors estimate that
eliminating retiree benefits will result in significant cost
savings. If the Debtors are unable to reach agreement regarding
retiree benefits for existing retirees, the Debtors will seek a
court order authorizing modification of retiree benefits.

Section 1114(e)(1) of the Bankruptcy Code provides generally that
a chapter 11 debtor shall timely pay and not modify retiree
benefits.  However, modification of such benefits is permitted if
the debtor and the "authorized representative" of the retirees
agree to a modification or termination of retiree benefits, or if
the debtor and the authorized representative do not reach an
agreement and the Court authorizes modification or termination of
such benefits pursuant to the standards set forth in sections
1114(g) and/or (h).

Section 1114(f) requires the Debtors to "make a proposal to the
authorized representative of the retirees" and to "meet ... with
the authorized representative to confer in good faith in
attempting to reach mutually satisfactory modifications of such
retiree benefits."

Section 1114(c) presumes that "[a] labor organization shall be the
authorized representative of persons receiving any retiree
benefits covered by any collective bargaining agreement to which
that labor organization is signatory, unless (A) such labor
organization elects not to serve as the authorized representative
of such persons, or (B) the court, upon a motion by any party in
interest, after notice and a hearing, determines that different
representation of such persons is appropriate."  In the event that
a labor organization elects not to serve as the authorized
representative of those persons receiving retiree benefits covered
by the relevant collective bargaining agreement, Section
1114(c)(2) provides, inter alia, that the court shall, upon a
motion by any party in interest, appoint a committee of retired
employees from among such persons to serve as their authorized
representative.

Similarly, with respect to those persons receiving retiree
benefits who are not covered by a collective bargaining agreement,
section 1114(d) provides that the court will, upon a motion by any
party in interest, shall order the appointment a committee of
retired employees from among persons to serve as their authorized
representative. Section 1114(d) further provides that the United
States Trustee shall appoint any such committee.

Accordingly, the Debtors request from the U.S. Bankruptcy Court
for the District of Delaware an order directing the appointment of
members to a Retiree Committee to serve as the sole "authorized
representative" of retired employees.

                About Hayes Lemmerz International

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

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

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

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


HAYES LEMMERZ: Seeks to Lift Stay to Proceed With Punch Litigation
------------------------------------------------------------------
Hayes Lemmerz International Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to lift the
automatic stay to allow a property litigation against Punch
Property International NV to proceed to judgment.

The Debtors have a lawsuit against Punch Property International in
the U.S. District Court for the Northern District of Georgia,
seeking specific performance of an agreement regarding the sale of
certain real estate and equipment located in Gainesville, Georgia.
The deal called for a purchase price of $5,000,000 -- which was
later hiked to $5,125,000 -- and a sale closing to occur before
five days after they have notified Punch Property that they have
ceased business operations on the property.  However, according to
the Debtors, the closing did not take place when Punch Property
failed to submit certain required documents or the purchase money
to escrow.

On March 30, 2008, Punch Property made a counterclaim against
the Debtors alleging they were fraudulently induced to enter into
the agreement and seeking to recover a $1,000,000 non-refundable
earnest money deposit and punitive damages but they said Punch
Property's counterclaims are without merit, the Debtors argue.

A hearing is set for June 10, 2009, at 2:00 p.m., to consider the
Debtors' list stay request.  Objections, if any, are due June 3,
2009, by 4:00 p.m.

                 About Hayes Lemmerz International

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 from 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 that plan, approximately $2.1 billion in
prepetition 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.


HEALTHSOUTH CORP: S&P Gives Positive Outlook; Affirms 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Birmingham, Alabama-based HealthSouth Corp. to positive from
stable.  At the same time, S&P affirmed the ratings on the
company, including the 'B' corporate credit, the 'BB-' senior
secured, the 'CCC+' unsecured, and 'CCC' preferred stock ratings.

"The outlook revision reflects the company's improved financial
risk profile," said Standard & Poor's credit analyst David P.
Peknay, "and our belief that it is possible that it can continue
to improve to a sustainable level that would justify a higher
rating, notwithstanding its vulnerable business risk profile."


ION MEDIA: Reaches Pact With First Lien Debt Holders
----------------------------------------------------
Close-Up Media reports that ION Media Networks, Inc., said that it
has reached an agreement with a group of holders of over 60% of
its first lien senior secured debt on the terms of a pre-
negotiated financial restructuring plan.

According to Close-Up Media, ION Media sought to extinguish its
debts through a debt-to-equity conversion.  Citing ION Media
officials, Close-Up Media relates that the financial restructuring
contemplates extinguishing over $2.7 billion in legacy
indebtedness and preferred stock and capitalizing the Company with
a $150 million new funding commitment underwritten by a group of
first lien holders.

Close-Up Media states that participation in the new funding
commitment will be available to holders of ION's first lien senior
secured debt.  The new funding commitment, according to the
report, is part of a $300 million facility that converts into
equity upon completion of the restructuring.

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.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D. N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP is the Debtors'
general bankruptcy counsel.  Holland & Knight LLP is the Debtors'
corporate counsel.  Moelis & Company LLC is the Debtors' financial
advisor.  Ernst & Young LLP is the Debtors' tax advisor, and
Kurtzman Carson Consultants LLP is the Debtors' notice, claims and
balloting agent.  The Debtors listed $1,855,000,000 in assets and
$1,936,000,000 in debts as of April 30, 2009.


JG WENTWORTH: More Than 90% of Term Lenders Accept Firm's Plan
--------------------------------------------------------------
Jeff Blumenthal at Philadelphia Business Journal reports that J.G.
Wentworth said that more than 90% of the term lenders have
approved its pre-packaged plan.

Business Journal relates that J.G. Wentworth said that the first
hearing in its bankruptcy case will be on June 1, when the U.S.
Bankruptcy Court for the District of Delaware would either confirm
or reject the Plan.  Confirmation of the Plan will pave the way
for the injection of $100 million of new equity to support ongoing
operations, Business Journal states.

J.G. Wentworth, according to Business Journal, said that it
secured a commitment for debtor-in-possession financing to
supplement its working capital and provide adequate liquidity
during the proceedings.

J.G. Wentworth, Inc. -- http://www.jgwentworth.com/-- based in
Bryn Mawr, Pennsylvania, is the nation's oldest, largest and most
respected buyer of deferred payments for illiquid financial assets
like structured settlements and annuities.  Since 1992, J.G.
Wentworth has purchased over $3 billion of future payment
obligations from consumers and is also the nation's largest
securitizer of structured settlement and annuity backed notes.

J.G. Wentworth and its affiliates filed for Chapter 11 on May 19,
2009 (Bankr. D. Del. Case No. 09-11731).  Norman L. Pernick, Esq.,
and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, assist the Debtors in their restructuring efforts.  J.G.
Wentworth listed $100,001 to $500,000 in assets and $500,001 to
$1,000,000 in debts.


KABUTO ARIZONA: Files for Bankr. to Keep Control of Wigwam Golf
---------------------------------------------------------------
The Arizona Republic reports that Kabuto Arizona Properties, LLC,
has filed for Chapter 11 bankruptcy protection to keep control of
the Wigwam Golf Resort & Spa in Litchfield Park.

The Arizona Republic relates that Kabuto Arizona stopped making
payments on a $65 million loan from Citigroup Global Markets
Realty Corp. in November 2008.  Wigwam Golf, says The Arizona
Republic, is scheduled for a foreclosure auction on July 9, 2009.

According to The Arizona Republic, Kabuto Arizona president and
chief operating officer George Lee said that the Company will be
in court soon over the matter.  The report quoted Mr. Lee as
saying, "Hopefully, we'll get control of the property back.  We've
filed Chapter 11 to file for reorganization, so under bankruptcy
law, we have 90 days, I believe, to submit a reorganization plan.
What happens then is up to the courts."

Wigwam Golf, The Arizona Republic reports, recently lost its
management contract with hotel giant Starwood Hotels & Resorts.
"The complications of this matter are that Starwood is leaving on
the 29th.  The receiver had somebody in place to take over:
Destination Hotels," the report quoted Litchfield Park City
Manager Darryl Crossman as saying.

The Arizona Republic relate that Destination Hotels & Resorts was
hired by the resort's receiver, Bob Richley, president of San
Diego-based Douglas Wilson Cos., to keep hotel operations running
smoothly until Wigwam Golf has a new owner.

David W.M. Engelman, Esq., at Engelman Berger, P.C., assists the
Litchfield Park, Arizona-based Kabuto Arizona Properties, LLC, in
its restructuring efforts.  The Company listed $50 million to
$100 million in assets and $50 million to $100 million in debts.


KARAWIA INDUSTRIES: Has Until June 12 to File Schedules
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended until June 12, 2009, Karawia Industries, Inc., and its
debtor-affiliates' time to file its schedules of assets and
liabilities and statements of financial affairs.

Torrance, California-based Karawia Industries, Inc., and its
affiliates filed for Chapter 11 on April 27, 2009 (Bankr. C. D.
Calif. Lead Case No. 09-19846).  Ron Bender, Esq., represents the
Debtors in their restructuring efforts.  Karawia has assets and
debts both ranging from $10 million to $50 million.


KARAWIA INDUSTRIES: Section 341(a) Meeting Scheduled for June 11
----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Karawia Industries, Inc., and its debtor-affiliates' Chapter 11
cases on June 11, 2009, at 2:00 p.m.  The meeting will be held 725
S Figueroa St., Room 2610, Los Angeles, California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Torrance, California-based Karawia Industries, Inc., and its
affiliates filed for Chapter 11 on April 27, 2009 (Bankr. C. D.
Calif. Lead Case No. 09-19846).  Ron Bender, Esq., represents the
Debtors in their restructuring efforts.  Karawia has assets and
debts both ranging from $10 million to $50 million.


LEHMAN BROTHERS: Proposes Protocol for Cross-Border Cooperation
---------------------------------------------------------------
Lehman Brothers Holdings Inc. is seeking approval from the U.S.
Bankruptcy Court for the Southern District of New York for a
"cross-border protocol" to coordinate the activities among
liquidations of Lehman entities around the world.

Richard P. Krasnow, Esq., at Weil, Gotshal & Manges LLP, in New
York, explains that nearly 80 of Lehman's foreign subsidiaries
commenced, or in some cases, had initiated against them a variety
of insolvency, administration, liquidation, rehabilitation,
receivership or like proceedings, as well as ancillary proceedings
across 16 foreign jurisdictions and before different courts and
governmental, regulatory, or administrative bodies.
In certain areas, the Lehman units continue to operate their
business, while in others, liquidators, administrators, trustees,
custodians, supervisors or curators have been appointed to take
over.  In certain of the proceedings, committees have been formed.

Mr. Krasnow explains that Lehman utilized a centralized cash
management system.  Given the integrated and global nature of
Lehman's businesses, many of LBHI's and its foreign units' assets
and activities are spread across different jurisdictions, and
require administration in and are subject to the laws of more than
one forum.

After months of discussion, the parties have reached a Cross-
Border Insolvency Protocol, designed to facilitate the
coordination of the different proceedings, in the interest of
LBHI's creditors, and all of Lehman's creditors worldwide.

The Protocol includes a process for, among other things, resolving
intercompany claims.  Official Representatives will establish a
committee to consensually resolve any differences in the
accounting of intercompany claims.   The Debtors propose the
appointment of Daniel Ehrmann, a Vice President of LBHI, as member
to the Committee.  Pursuant to the Protocol, the parties have also
agreed to provisions relating to:

   -- notice, communication, and data sharing;

   -- rights to appear;

   -- communication among Tribunals and Committees;

   -- cooperation among Official Representatives in the
      preservation and maximization of estate assets;

   -- coordination of claims administration in instances where the
      Debtors and Foreign Debtors share common creditors.

The Debtors are aware of the expectations that surround this
Protocol.  Mr. Krasnow, however, notes, "It should be noted,
however, that the Protocol is not a legally binding document; it
is a statement of intentions and guidelines.  It imposes no duties
or obligations on anyone, and is not intended to be enforceable
against any of the parties. Rather, the Protocol provides a
framework for cooperation."

A copy of the Cross-Border Protocol is available for free at:

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

The Court will convene a hearing to consider approval of the
Protocol on June 17.  Objections are due June 12.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LITTLE TRAVERSE: Moody's Downgrades Corp. Family Rating to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service lowered Little Traverse Bay Bands of
Odawa Indians' corporate family rating to Caa2 from Caa1 and
probability of default rating to Caa1 from B3.  The rating of the
10.25% senior unsecured notes due 2014 was also downgraded to Caa2
from Caa1.  The rating outlook remains negative.  The rating
actions consider the continued deterioration in net revenues, the
weak financial metrics and the expected erosion of the liquidity
profile.

Following a 7.5% year-over-year decline in net revenues in fiscal
2008, net revenues fell by 15% in the first quarter of 2009.
Moody's does not expect material top-line improvement in the near
future, considering the economic pressures that continue to affect
both resident and tourist demand in the Northern Michigan region.
Additionally, while cost-cutting measures enhanced earnings in the
first quarter of 2009, the company's financial metrics remain
weak, total debt/EBITDA reaching 7 times as of March 31, 2009.
The liquidity profile could also erode going forward, as the
company is likely to continue to generate negative free cash flow
in the near term.  While the tribal distributions were cut in
fiscal 2008, the company might have less flexibility to curtail
its cash service payments to the Tribe in fiscal 2009.

The rating outlook is negative, reflecting the risk of further
deterioration in Odawa Casino Resort's net revenues, which could
more than offset the cost-cutting benefits, and weakening of
liquidity.

The last rating action occurred on October 17, 2008, when Moody's
lowered LTBB's corporate family rating to Caa1 from B2.

Ratings downgraded:

  -- Corporate family rating to Caa2 from Caa1

  -- Probability of default rating to Caa1 from B3

  -- Senior unsecured notes due 2014 to Caa2 (LGD4, 66%) from Caa1
     (LGD4, 66%)

LTBB is a federally-recognized Indian tribe with approximately
4,000 enrolled members.  LTBB owns Odawa Casino Resort, based in
Petoskey, Michigan, which started its gaming operations in June
2007, replacing the former Victories Casino.


MARC DRIER: Ch. 7 Trustee to Summon Two Former Dreier Attorneys
---------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized (i) Salvatore LaMonica,
the Chapter 7 Trustee of Marc S. Dreier's estate, to examine Peter
Rho, Esq., and Jason Kim, Esq., former partners of Dreier Stein
Kahan Brown Woods George LLP, an affiliate of Dreier LLP; and (ii)
Snell & Wilmer LLP's managing partner to produce records, books
and documentation relating to specific clients of Messrs. Rho and
Kim.

Judge Bernstein authorized the Chapter 7 Trustee to subpoena the
Messrs. Rho and Kim accordance with Rule 45 of the Federal Rules
of Civil Procedure.

All documents are expected to contain information on:

   a) outstanding accounts receivable of all the attorneys'
      clients;

   b) all contact information, including, name, address, email,
      phone and fax for each client on the attorneys' accounts
      receivable list at Dreier Stein Kahan;

   c) their time sheets for all time maintained for legal services
      rendered to clients of Dreier Stein Kahan for the period
      January 1, 2008 to the cessation of the firm's operations;

   d) the attorneys' employment agreement with Dreier Stein Kahan;

   e) copies of any agreements entered into by and between them
      and the attorneys' clients concerning alternative payment
      plans for the clients' outstanding accounts receivable with
      Dreier Stein Kahan; and

   f) an accounting of all payments made on the outstanding
      account receivables of the attorneys' clients for the period
      September 1, 2008, to the present.

The Chapter 7 Trustee asserts that the managing partner must
produce documents to protect integrity of the liquidation process
and ensure that the managing partner is not receiving payment from
former clients of Dreier Stein Kahan.  Mr. Rho may have informed
some clients to disregard its efforts to collect payment and even
be directing them to pay him instead of Dreier Stein Kahan,
according to the Chapter 7 Trustee.

                       About Marc S. Dreier

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

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

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

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as
postconfirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).  The petitioners assert claims totaling
$88.5 million.  Diamond McCarthy LLP represents Ms. Gowan; Curtis,
Mallet Prevost, Colt & Mosle LLP, Mr. Reisman; and McCarter &
English LLP, Wachovia Bank.


MARQUEE HOLDINGS: Moody's Downgrades Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded Marquee Holdings, Inc.'s
corporate family rating and probability of default rating to B2
from B1.  With the rating action, the company's rating outlook was
repositioned to stable from negative.  The rating action was
prompted by consideration of the company's high leverage,
relatively nominal free cash flow and inability to repay debt from
operating cash flow, its decision to allocate non-operating cash
flow to junior creditors, and execution risks related to the
refinancing of its debts, the bulk of which come due in the 2012-
to-2014 time frame.  In concert, these factors suggest that the
rating is more appropriately positioned at the B2 level.

In a separate rating action, Moody's assigned an SGL-2 speculative
grade liquidity rating, indicating that Marquee has good liquidity
when considered over the next four quarters.  The combination of
cash on hand and to-be-generated cash flow should be more than
sufficient to cover expected disbursements.  The company has an
adequately sized credit facility that is committed for nearly
three years, and access is not likely to be restricted by
financial covenant compliance.  While Marquee is not perceived as
having significant non-core assets that could be monetized as an
alternative means of generating cash flow, the combination of the
other liquidity-enhancing attributes supports the SGL-2 rating.

Rating Actions:

Issuer: Marquee Holdings, Inc.

  -- Probability of Default Rating, Downgraded to B2 from B1

  -- Corporate Family Rating, Downgraded to B2 from B1

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1
     (LGD5, 89%) from B3 (LGD5, 87%)

Issuer: AMC Entertainment Holdings, Inc.

  -- Senior Unsecured Bank Credit Facility, Downgraded to Caa1
     (LGD6, 95%) from B3 (LGD6, 93%)

Issuer: AMC Entertainment, Inc.

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to B3
     (LGD5, 74%) from B2 (LGD5, 73%)

  -- Senior Secured Bank Credit Facility, Downgraded to Ba2 (LGD2,
     12%) from Ba1 (LGD2, 12%)

Issuer: Marquee Inc. (since merged into AMC Entertainment Inc.)

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B1
     (LGD3, 35%) from Ba3 (LGD3, 34%)

Outlook Actions:

Issuers: Marquee Holdings, Inc.; AMC Entertainment Holdings, Inc.;
AMC Entertainment, Inc.; Marquee Inc.

  -- Changed to Stable from Negative

Moody's most recent rating action concerning Marquee was taken on
June 8, 2007, at which time, among other things, the company's
rating outlook was changed to negative.  Marquee's ratings were
assigned by evaluating factors Moody's believes are relevant to
the credit profile of the issuer, such as i) the business risk and
competitive position of the company versus others within its
industry, ii) the capital structure and financial risk of the
company, iii) the projected performance of the company over the
near to intermediate term, and iv) management's track record and
tolerance for risk.  These attributes were compared against other
issuers both within and outside of Marquee's core industry and
Marquee's ratings are believed to be comparable to those of other
issuers of similar credit risk.

Headquartered in Kansas City, Missouri, Marquee is an investment
holding company that, through AMC Entertainment, Inc., owns and
operates 309 theatres and 4,628 screens, 99% of which are located
in the United States and Canada.  Marquee is indirectly owned
through AMC Entertainment Holdings, Inc., by a private equity
consortium comprised of J.P. Morgan Partners, LLC, Apollo
Management, L.P., and certain related investment funds and
affiliates of Bain Capital Partners, The Carlyle Group and
Spectrum Equity Investors.


MONACO COACH: Completes $50 Million Purchase of Firm
----------------------------------------------------
The Associated Press reports that Navistar International Corp. has
completed its $50 million acquisition of Monaco Coach Corp.

As reported by the Troubled Company Reporter on May 26, 2009, the
U.S. Bankruptcy Court for the District of Delaware approved the
sale of substantially all of the assets of Monaco Coach related to
the Debtors' motorhome, towable recreational vehicle, and chassis
manufacturing business to Workhorse International Holding Company
who submitted the highest and best offer in accordance with the
approved bid procedures.  Workhorse is a unit of Navistar, Inc.

The AP notes that Navistar is yet to announce whether it will
resume production at the plant in Coburg north of Eugene or rehire
any of the 2,000 workers laid off just before Monaco Coach's
bankruptcy filing.

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

                        About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones LLP, serve as the Debtors' counsel.  Dennis A. Meloro,
Esq., Diane E. Vuocolo, Esq., Donald J. Detweiler, Esq., Kevin
Finger, Esq., Monica Loftin Townsend, Esq., and Sean Bezark, Esq.,
at Greenberg Traurig, LLP, represent the official committee of
unsecured creditors.  Omni Management Group LLC serves as the
Debtors' claims, balloting, noticing and administrative agent.


NATIONAL CINEMEDIA: Moody's Upgrades Corp. Family Rating to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service upgraded National CineMedia LLC's
corporate family and probability of default ratings to Ba3 from B1
while at the same time upgrading ratings for the company's secured
credit facilities to Ba3 from B1.  Despite the very difficult
macroeconomic environment, NCM's recent financial performance has
been quite good.  Revenues and pre-distribution cash flows have
been growing and credit protection measures have shown gradual
improvement relative to equivalent prior year figures.  The
upgrade is based on expectations of this trend continuing.  With
the ratings actions, NCM's ratings outlook was stabilized.

In a separate action, NCM's speculative grade liquidity rating was
affirmed as SGL-2 (indicating good liquidity).  While NCM's credit
facility has been nearly fully utilized over the recent past, this
is seen as a temporary circumstance, that is, in any case, off-set
by cash on the balance sheet.  Otherwise, the company has good
internal cash generation, and no near-term concerns with respect
to financial covenant compliance.  Despite having no material
monetizeable assets, the combination of the company's liquidity
profile supports an SGL-2 rating.

Issuer: National CineMedia, LLC

Rating Actions:

  -- Corporate Family Rating, Upgraded to Ba3 from B1

  -- Probability of Default Rating, Upgraded to Ba3 from B1

  -- Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD3,
     49%) from B1 (LGD4, 50%)

  -- Speculative Grade Liquidity Rating, Unchanged at SGL-2

Outlook Actions:

  -- Outlook, Changed To Stable From Positive

Moody's most recent rating action concerning NCM was taken on
April 3, 2008, at which time the company's B1 CFR was affirmed,
its PDR was upgraded to B1, an SGL-2 speculative grade liquidity
rating was assigned and the ratings outlook revised to positive
from stable.

NCM's ratings were assigned by evaluating factors Moody's believes
are relevant to the credit profile of the issuer, such as i) the
business risk and competitive position of the company versus
others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of NCM's core industries and NCM's ratings are believed to
be comparable to those of other issuers of similar credit risk.

National CineMedia LLC is headquartered in Centennial, Colorado,
and is a privately held joint venture operator of the largest
digital in-theatre network in North America.  National CineMedia,
Inc., is NCM's publicly traded managing member and owns 41.5% of
NCM.  NCM distributes advertisements and other content through its
digital content network, primarily through its agreements with
founding members, Regal Entertainment Group (holds a 25.0%
ownership position in NCM), AMC Entertainment Inc. (holds an 18.5%
ownership position), and Cinemark, Inc., (holds a 15.0% ownership
position).  NCM's mandate requires that it distribute all cash
flow that is not required for operational purposes to its owners.


NPS PHARMACEUTICALS: Discloses Exposure to Teva Patent Suit
-----------------------------------------------------------
Teva Pharmaceutical Industries Ltd. and Teva Pharmaceuticals USA,
Inc., on May 20, 2009, filed a lawsuit against Amgen, Inc.,
alleging patent infringement by Amgen of U.S. Patent No.
7,449,603.  Pursuant to the license agreement between Amgen and
NPS Pharmaceuticals, Inc., Amgen may reserve up to 50% of the
royalties otherwise payable by Amgen with respect to the affected
compound in the country in question until the proceedings are
concluded.

According to NPS Pharmaceuticals, if Teva's patent is determined
to be uninfringed, unenforceable or invalid, Amgen is required to
promptly pay any reserved royalties to NPS.  If Teva's patent is
held to be valid and infringed, or if Amgen enters into a
settlement of Teva's infringement claim, then Amgen may deduct any
damages or settlement amount with respect to such claim from the
reserved royalties prior to payment of any remaining amount.  In
the event any damages or settlement amounts exceed the amount of
reserved royalties, Amgen could withhold the excess from its
future royalty obligation in that country.

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 against total liabilities of $425.9 million,
resulting in a stockholders' deficit of about $225.5 million.


PARK AVENUE BANK: Rated E- by TheStreet.com Ratings
---------------------------------------------------
TheStreet.com Ratings, Inc., has assigned its E- rating to The
Park Avenue Bank based in Manhattan.  The rating company says that
the institution currently demonstrates what it considers to be
significant weaknesses and has also failed some of the basic tests
it uses to identify fiscal stability.  "Even in a favorable
economic environment," TheStreet says, "it is our opinion that
depositors or creditors could incur significant risks."

Park Avenue is not a member of the Federal Reserve.  Deposits have
been insured by the Federal Deposit Insurance Corporation since
the financial institution was established on Nov. 6, 1987.  Park
Avenue maintains a Web site at http://www.parkavenuebank.com/and
has five branches in New York.

FDIC data shows that Park Avenue has five branches in New York.
At Mar. 31, 2009, Park Avenue disclosed $523 million in assets and
$512 million in liabilities in its regulatory filings.


PETRORIG I: Jurong Seeks Dismissal of Chapter 11 Case
-----------------------------------------------------
Three units of Norway-based PetroMena ASA -- PetroRig I Pte Ltd,
PetroRig II Pte Ltd, and PetroRig III Pte Ltd. -- filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the Southern District of New York on May 17.  PetroMena
subsidiaries sought Chapter 11 protection when they found
themselves unable to make final installment payments for
construction of what they described as three "ultradeepwater semi-
submersible harsh environment drilling rigs," which cost a total
of $1.5 billion.  Almost $750 million remains unpaid on the
construction contracts, according to court filings.

The shipbuilder, Jurong Shipyard Pte asks the Bankruptcy Court to
dismiss the Chapter 11 cases.  Jurong was on the cusp of
foreclosing one of the drilling rigs when the Chapter 11 filing
occurred on May 17.  Jurong, calling itself a "Singapore entity
with no ties to the U.S.," contends that one PetroMena vessel
owner is also a "Singapore entity with absolutely no assets,
business affairs," creditors or "real connection" with the U.S.
aside from a retainer paid to a U.S. law firm two weeks earlier.

PetroRig I Pte Ltd is a unit of Norway-based PetroMena ASA/
PetroRig I Pte Ltd and affiliates PetroRig II Pte Ltd, and
PetroRig III Pte Ltd. filed for Chapter 11 on May 17, 2009 (Bankr.
S.D. N.Y. Case No. 09-13083).  James M. Peck presides over the
case.  Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld
LLP, is counsel to the Debtors.  PetroRig I, PetroRig II, and
PetroRig III listed up to $500 million in assets and up to $500
million in liabilities.


POLAROID CORP: Plan Filing Period Extended to June 8
----------------------------------------------------
The U.S. Bankruptcy court for the District of Minnesota has
extended Polaroid Corporation, et al.'s exclusive period to file a
plan until June 8, 2009, and their exclusive period to solicit
acceptances of that plan until August 6, 2009.

The sale of Polaroid's assets to PLR Acquisition, LLC, a joint
venture between Hilco Consumer Capital Corp. and Gordon Brothers
Brands, LLC, officially closed May 7, 2009.

In their motion the Debtors said that they are not prepared to
file a plan and do not believe that any creditors or parties-in-
interest will suffer prejudice by a further 21-day extension of
their exclusive periods.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  The Company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
Company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Delaware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, are counsel to the Debtors.  Cass Weil, Esq., James A.
Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett,
have been tapped as special counsel.  The law firms of Baker &
McKenzie and C&A Law represent the Debtors as special foreign
legal counsel.

According to the Company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Mr. Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., and
Petters Group Worldwide, LLC, filed separate petitions for
Chapter 11 on October 11, 2008 (Bankr. D. Minn. Case No. 08-45257
and 08-45258, respectively).  James A. Lodoen, Esq., at Lindquist
& Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company listed debts of between $500 million and
$1 billion, while its parent, Petters Group Worldwide, LLC, listed
debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on October 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.


PRIVATEFX GLOBAL: SEC Sues Owners Watson, Petroski for Fraud
------------------------------------------------------------
The Securities and Exchange Commission has obtained an emergency
court order to freeze the assets of Texas A&M finance professor
Robert D. Watson, Houston lawyer and certified public accountant
Daniel J. Petroski, and two firms.  They are charged with
defrauding U.S. investors by using forged bank records to make it
appear they were earning spectacular returns in foreign exchange
trading.

The SEC's complaint, filed in federal court in Houston, alleges
that Messrs. Watson and Petroski raised more than $19 million from
investors and claimed they would earn profits through "Alpha One,"
a foreign-currency trading software program purportedly owned by
their firm PrivateFX Global One Ltd.  They claimed they would
employ the services of 36 Holdings Ltd., a so-called "deal
clearing company" owned and controlled by Mr. Watson.  The SEC
alleges that Messrs. Watson and Petroski misrepresented to
investors that it had millions of dollars in bank accounts in the
U.S. and Switzerland and that their foreign exchange trading
business had achieved an annual return of more than 23 percent
since its inception and has never had a losing month.  The SEC
alleges that the defendants' historical performance claims are not
supported by valid financial records.

"As we allege in our complaint, these defendants used modern
technology to create professional-looking, bogus documents that
supported their extraordinary claims," said Rose Romero, Director
of the SEC's Fort Worth Regional Office.

Pursuant to the SEC's motions for emergency relief, U.S. District
Judge Sim Lake entered a temporary restraining order, froze the
defendants' assets and appointed Thomas L. Taylor III of Houston
as a receiver to marshal assets belonging to the defendants and
affiliated entities.  The receiver has established a Web site to
provide information to investors --
http://www.privatefxreceivership.com/

The SEC's complaint alleges that in response to Commission
investigative subpoenas, Messrs. Watson and Petroski produced
phony records purporting to show that 36 Holdings held an account
at Deutsche Bank, where it earned more than $2 million for Global
One in 2009 by trading foreign currencies.  In fact, 36 Holdings
did not even have an account at Deutsche Bank.  The SEC's
complaint also alleges that the defendants provided the Commission
staff with phony bank statements from a Swiss bank and falsely
claimed that 36 Holdings had almost $70 million on deposit there,
including $11 million of Global One funds.

The SEC's complaint charges, among other things, that the
defendants violated the anti-fraud provisions of the Securities
Act of 1933 and the Securities Exchange Act of 1934.  In addition
to emergency and interim relief that has been obtained, the SEC
seeks a preliminary injunction and a final judgment permanently
enjoining the defendants from future violations of the relevant
provisions of the federal securities laws and ordering them to pay
financial penalties and disgorgement of ill-gotten gains with
prejudgment interest.

The Commission was assisted by the Commodity Futures Trading
Commission, which simultaneously filed a related emergency action
against all of the defendants, and Panama's National Securities
Commission, the Swiss Financial Market Supervisory Authority, the
United Kingdom Financial Services Authority, and the Texas State
Securities Board.  The SEC's investigation is continuing.


RANDA LUGGAGE: U.S. Trustee Objects to Quick Insider Sale
---------------------------------------------------------
The U.S. Trustee opposes a quick sale of Randa Luggage Inc. to an
insider.  Adnar Finance LLC, is the first-lien lender owed $23
million and an affiliate of Randa, proposes to complete the
purchase with in 75 days.

The TCR reported May 14, 2009 reported that Randa Luggage filed
a Chapter 11 petition for a "prompt sale" of assets to the first-
lien lender, Adnar Finance LLC.  Randa said it was forced to use
bankruptcy for selling the assets as a result of lower consumer
spending and reductions in travel.

Randa Luggage Inc., formerly known as Badanco Enterprises Inc., is
a luggage marketer based in Totowa, New Jersey.  Randa
manufactures, distributes and markets luggage, bags, backpacks and
briefcases under brand names including Tommy Bahama, Nautica,
Diane von Furstenberg, Perry Ellis and Liz Claiborne.

Randa Luggage and its affiliates including Badanco Acquisition LLC
filed for Chapter 11 on May 11 (Bankr. D. Del. Case No. 09-11638).


RENEW ENERGY: Protest Pushes Back Disclosure Statement Hearing
---------------------------------------------------------------
The Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin adjourned to June 15, 2009, at 11:30
a.m., the hearing to consider approval of a disclosure statement
explaining the proposed Chapter 11 plan of liquidation of Renew
Energy LLC.  The hearing was moved after the Official Committee of
Unsecured Creditors and Michael S. Polsky, the Wisconsin Statutes
Chapter 128 Interim Receiver for unsecured and administrative
creditors, and Olsen's Mill Inc., conveyed objections to the
Disclosure Statement.

The Disclosure Statement hearing was originally set for May 22,
2009.

The Liquidation Plan contemplates the sale of substantially all of
their assets by credit bid to secured creditors or a third-party
purchaser.  Under the Plan, holders of allowed administrative
expense, allowed priority and priority unsecured claims will not
be paid in full, in cash, on the effective date, unless the
secured lenders agree to the payments out of the sale proceeds.
In addition, holders of priority claims will not be paid unless
sufficient funds are deposited into the Debtor's estate.

The Creditors Committee, in its objection, points out that neither
of the Debtor's secured lenders has agreed to (i) pay priority
claims from the sale proceeds; and (ii) advance funds to pay the
priority claims if a credit bid or other surrender of the assets
to the banks under the Plan.  The Committee added that the
priority claims could not be paid from the assets of the
liquidation trusts, which the Plan creates for the treatment of
general unsecured claims, if secured lenders disagree to either
option.  The Chapter 128 Interim Receiver, holding $36.7 million
in claims comprised of administrative priority and unsecured pre-
petition claims, says the Disclosure Statement has inadequate
information and is misleading.  The Committee and Chapter 128
Interim Receiver doubt whether the Plan will obtain confirmation
from the Court.

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com/-- operates an ethanol plant
facility.  The Company filed for Chapter 11 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.  The Debtor disclosed $188,953,970 in total
assets and $194,410,573 in total debts.


RESIDENTIAL CAPITAL: S&P Keeps 'CCC/C' Counterparty Credit Ratings
------------------------------------------------------------------
On May 26, 2009, Standard & Poor's Ratings Services affirmed its
'CCC/C' counterparty credit ratings on GMAC LLC and Residential
Capital LLC, its mortgage subsidiary.  The outlooks on the ratings
for both GMAC LLC and Residential Capital LLC are revised to
developing from negative.

Several recent actions GMAC LLC has taken in conjunction with the
U.S. Treasury, the Federal Reserve, and the FDIC have materially
enhanced the company's capital and liquidity profiles and better
positioned the company for what S&P believes will be continued
challenging operating conditions.  During the next two years, S&P
might consider raising S&P's ratings on GMAC LLC and Residential
Capital LLC if the capital and liquidity positions they currently
enjoy as a result of various U.S. government actions were to
combine with a resurgent auto finance sector and a return to full
financial health for General Motors Corp. and Chrysler LLC.

On May 12, 2009, the U.S. government named GMAC preferred lender
for Chrysler LLC dealers and retail customers.  The UST invested
$7.5 billion in 9% mandatory convertible preferred stock with
warrants.  The warrants were immediately exercised for
$375 million and the MCP is convertible after seven years.  GMAC
indicated that $4 billion of the $7.5 billion is earmarked to
support financing of Chrysler LLC dealers and retail customers.
$3.5 billion is allocated toward GMAC LLC's $9.1 billion
Supervisory Capital Assistance Program requirement.

On May 21, 2009, The FDIC announced that it approved GMAC LLC's
application for participation in the Temporary Liquidity Guarantee
Program for up to $7.4 billion.  The Fed also granted GMAC LLC a
limited exemption from section 23A of the Federal Reserve Act,
allowing for the origination of General Motors assets at GMAC
LLC's bank subsidiary (recently renamed Ally Bank) subject to
certain conditions.  In connection with these actions, GMAC
LLC agreed to reconstitute it board of directors.

Under an earlier agreement, the UST has the right to exchange an
$884 million loan made to General Motors for common equity
interest in GMAC LLC.  The UST indicated it expects to convert in
the "very near future," after which the UST will own 35.4% of
GMAC's common stock.

GMAC LLC still faces substantial long-term strategic issues that
could overwhelm the advantages provided by the company's capital
and liquidity positions.  In addition, S&P expects the bulk of
GMAC LLC's business volumes to be associated with one bankrupt
auto manufacturer in Chrysler LLC and another that may be
contemplating the same in General Motors.  Meanwhile, S&P expects
Residential Capital LLC's business to continue to be to provide
loans and services to the still-distressed mortgage market.

Although the U.S. government's interest in GMAC LLC is
substantiated by its sizable capital investment and its
appointment of GMAC to provide dealer and retail services for
Chrysler LLC, S&P does not consider GMAC LLC a highly systemically
important institution.  Therefore, S&P does not believe that GMAC
LLC would necessarily receive additional extraordinary support if
it were needed, or if it were to receive such support S&P is
uncertain as to what form such support could take.  Considering
these points, S&P foresees possible negative ratings pressure on
GMAC LLC and Residential Capital LLC if there were less-than-
optimal outcomes of the Chrysler LLC bankruptcy, a potential
General Motors bankruptcy, a continued depressed auto sector, and
ongoing pressure from Residential Capital LLC.

                 Ratings Affirmed; Outlook Action

                             GMAC LLC
                     Residential Capital, LLC

                                 To                 From
                                 --                 ----
Counterparty Credit Rating       CCC/Developing/C   CCC/Negative/C

                         Ratings Affirmed

                             GMAC LLC

            Senior Unsecured                       CCC
            Subordinated                           CC
            Commercial Paper                       C

                        GMAC Australia LLC

            Commercial Paper                       C

             GMAC Commercial Mortgage Funding Asia K.K.

           Commercial Paper                       C

         GMAC Financiera, S.A. de C.V., S.F.O.M., E.N.R

            Senior Unsecured                       mxB-
            Commercial Paper                       mxC

                  GMAC International Finance B.V.

            Senior Unsecured                       CCC
            Commercial Paper                       C

                    GMAC Mexicana S.A. de C.V.

            Commercial Paper                       mxC

            General Motors Acceptance Corp. (N.Z.) Ltd.

            Commercial Paper                       C

            General Motors Acceptance Corp. (U.K.) PLC

            Commercial Paper                       C

          General Motors Acceptance Corp. Nederland N.V.

            Commercial Paper                       C

          General Motors Acceptance Corp. of Canada Ltd.

            Senior Unsecured                       CCC
            Commercial Paper                       C

                      Preferred Blocker Inc.

            Preferred Stock                        C

                     Residential Capital, LLC

            Senior Secured
             Local Currency                        CCC
             Recovery Rating                       3

            Senior Unsecured
             US$500 mil 6.875%  nts due 06/30/2015 CC
              Recovery Rating                      6

             US$2.5 bil 6.375%  nts due 06/29/2010 CC
              Recovery Rating                      6

             US$1.5 bil 6%  sr. nts due 02/22/2011 CC
              Recovery Rating                      6

             US$1.75 bil 6.5%  nts due 04/17/2013  CC
              Recovery Rating                      6

             EUR750 mil 5.125%  nts due 05/17/2012 CC
              Recovery Rating                      6

            GBP400 mil 6.375%  nts due 05/17/2013   CC
               Recovery Rating                      6

              US$1.25 bil 6.5%  nts due 06/01/2012  CC
               Recovery Rating                      6

              EUR600 mil fltg rate nts due          CC
              09/27/2010
               Recovery Rating                      6

            GBP400 mil 7.875%  nts due 07/01/2014   CC
               Recovery Rating                      6

             Junior Subordinated
              Local Currency                        CC
              Recovery Rating                       6


S&K FAMOUS: Court Approves GOB Sales Deal with Gordon Bros
----------------------------------------------------------
S&K Famous Brands Inc. launched a sale process for its 106
remaining store locations.  No going concern-bidders, however,
emerged and only Gordon Brothers Retail Partners, LLC, submitted a
qualified bid to rival Hilco Merchant Resources, LLC's stalking-
horse bid.

Judge Kevin Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia approved a deal for the proposed
store closing sales with Gordon Brothers, which emerged the
winning bidder at the auction.

Pursuant to an agency agreement, Gordon Brothers has guaranteed
that S&K will receive 25.1% of the aggregate retail value of the
merchandise to be sold at the closing sales.  Gordon Brothers will
complete the closing sales by August 31, 2009.  A copy of the
Agency Agreement is available for free at:

    http://bankrupt.com/misc/S&K_Gordon_Agency_Agreement.pdf

Hilco, the stalking horse bidder, had guaranteed a return of $7.9
million for selling off merchandise and fixtures at the 105
stores.

                         About S&K Famous

Headquartered in Glen Allen, Virginia, S & K Famous Brands, Inc. -
- http://www.skmenswear.com/-- had 214 retail stores selling
men's swimwear.  The Company shut 78 stores before it filed for
bankruptcy, and later shut 30 more stores.

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.


S&K FAMOUS: Wants Plan Filing Deadline Extended to August 10
------------------------------------------------------------
S&K Famous Brands Inc. asks the Court to enter an order extending
(i) its exclusive period to file a Chapter 11 plan by 60 days,
until August 10, 2009, and (ii) its period to solicit acceptanceso
f that plan until October 9.

Due to current economic conditions, especially the retail, the
Debtor was unable to locate the necessary financing for a
restructured going concern from traditional credit markets or its
stakeholders.  Accordingly the Debtor concluded, in the exercise
of its business judgment, that it was in the best interest of the
Debtor and its bankruptcy estate to market the Debtor and seek
offers for the purchase of the Debtor as a going concern and/or
the Debtor's assets.  Unfortunately, despite the Debtor's
intensive efforts, the auction for its remaining 106 stores did
not yield a feasible going concern bid.  Accordingly, the Debtor
signed an agency agreement for store closing sales for 106 stores
with Gordon Brothers.  The Debtor had already closed 30 stores at
the start of its case.

Paula S. Beran, Esq., at Tavenner & Beran, PLC, in Richmond,
Virginia, explains that the Debtor continues to seek to maximize
returns for its estate and creditors and has begun to reconcile
and evaluate the various claims of creditors.  Given the Debtor's
substantial efforts since the Petition Date and the short time
that has elapsed since the Court's approval of the Agency
Agreement, the Debtor believes that it should be granted
additional time to develop an appropriate plan without the
distraction of competing plans filed by other parties in interest.
The Debtor, along with its advisors, is currently analyzing its
alternatives in connection with any plan, including evaluating its
claims and assets.

                         About S&K Famous

Headquartered in Glen Allen, Virginia, S & K Famous Brands, Inc.
-- http://www.skmenswear.com/-- had 214 retail stores selling
men's swimwear.  The Company shut 78 stores before it filed for
bankruptcy, and later shut 30 more stores.

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.


SENCORP: Gets Temporary OK to Hire Garden City as Claims Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
authorized, on an interim basis, SENCORP and its debtor-affiliates
to employ The Garden City Group, Inc., as notice, claims and
balloting agent.

The final hearing will be held before the Hon. J. Vincent Aug,
Jr., in Courtroom No. 1 of the U.S. Bankruptcy Court, 221 E.
Fourth Street, Atrium Two Suite 800, Cincinnati, Ohio, on June 8,
2009, at 2:00 p.m. (prevailing Eastern time.)  Objections, if any
are due on June 2, 2009, at 4:00 p.m. (prevailing Eastern time.)

GCG is expected to, among other things:

   a) prepare and serve required notices and other pleadings;

   b) within 3 business days after the service of a particular
      notice, prepare for filing with the Clerk's Office a
      certificate or affidavit of service that includes (i) an
      alphabetical list of persons on whom the notice was served,
      along with their addresses and (ii) the date and manner of
      service;

   c) maintain a copy of the Debtors' schedules of assets and
      liabilities and statement of financial affairs, listing the
      Debtors' known creditors and the amounts owed thereto; and

   d) maintain copies of all proofs of claim and proofs of
      interest filed in the Chapter 11 cases.

Jeffrey S. Stein, vice president of GCG, told the Court that
prepetition, GCG received a $175,000 retainer.  Mr. Stein added
that the source of the retainer was cash from the Debtors'
revolver under its prepetition credit facility.  GCG has not
received any additional fees or retainers from the Debtors within
the period of one year prior to the petition date.

Mr. Stein assured the Court that GCG is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                           About SENCORP

SENCORP is a leading designer, manufacturer and distributor of
branded pneumatic and battery powered staplers, nailers and screw
systems and collated staples, nails and screws.  SENCORP's brand
names are well known in the industry for quality, reliability and
service.  Certain aspects of SENCORP's businesses, including the
SENCO name, have existed for over 50 years.  Most of the Company's
top ten customers have purchase products.

SENCORP and its affiliates filed for Chapter 11 on May 8 (Bankr.
S. D. Ohio Case No. 09-12869) to facilitate the sale of its assets
under 11 U.S.C. Sec. 363 to an investor group led by Wynnchurch
Capital, Ltd., and including Great Lakes Equity Partners.  The
Debtors are tapping The Garden City Group, Inc. as notice, claims
and balloting agent; Mesirow Financial, Inc. as Investment Banker;
Morris-Anderson & Associates Ltd., for advice on restructuring
alternatives; Latham & Watkins LLP as bankruptcy counsel; and
Frost Brown Todd LLC as co-counsel.  The secured lenders are
represented by Katten Muchin Rosenman LLP.  The Debtors have
assets and debts both ranging from $100 million to $500 million.


SENCORP: Gets Initial Approval to Hire MA&A as Financial Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
authorized, on an interim basis, SENCORP and its debtor-affiliates
to employ Morris-Anderson & Associates Ltd. as financial advisors.

A hearing will be held before Hon. J. Vincent Aug, Jr. on June 8,
2009, at 2:00 p.m. (prevailing Eastern time.) to consider final
approval of the application.  Objections, if any, are due 4:00
p.m. (prevailing Eastern time) on June 2, 2009.

MA&A is expected to:

   a) assist the Debtors in the accumulation of information
      associated with a Chapter 11 filing;

   b) assist the Debtors in the preparation of and provide
      recommendations regarding cash management, cash planning and
      borrowing base reporting associated with a Chapter 11
      filing;

   c) assist the Debtors in revising, updating and developing one
      or more 13-week cash flow projections including a
      projection(s) of the borrowing base or collateral base;

   d) assist the Debtors by working with executive management in
      the bankruptcy and sale process;

   e) assist the Debtors in the sale of the business as a going
      concern within the context of a Chapter 11 filing;

   f) assist the Debtors in the development and implementation of
      cost reduction, liquidity improvement, asset sale and
      collateral safeguarding programs;

   g) assist the Debtors in the development of appropriate
      management and employee programs to assist with
      restructuring plan and business operations;

   h) assist the Debtors in investigating purchase order
      financing;

   i) assist the Debtors in connection with the identification,
      development and implementation of restructuring alternatives
      through introductions to private equity and hedge fund
      investors;

   j) attend and participate in court hearings and meetings on
      matters within the scope of the services to be performed and
      as mutually agreed upon; and

   k) provide other services as may be agreed to by the parties.

The hourly rates of MA&A personnel are:

     David Mack                          $425
     Joel Dryer                          $400
     Principals & Managing           $300 - $525
     Consultants

     Senior Consultants/Specialists  $200 - $300
     Support Staff                    $25 -  $75

Mr. Mack told the Court that MA&A received an advanced retainer of
$60,000.  As of the petition date, the amount remaining from
MA&A's retainer was $55,000.

Mr. Mack added that pre-bankruptcy, MA&A received $230,000 in
compensation.

Mr. Mack assured the Court that MA&A is a "disinterested person"
as that term is defined in Section 101(140 of the Bankruptcy Code.

                           About SENCORP

SENCORP is a leading designer, manufacturer and distributor of
branded pneumatic and battery powered staplers, nailers and screw
systems and collated staples, nails and screws.  SENCORP's brand
names are well-known in the industry for quality, reliability and
service.  Certain aspects of SENCORP's businesses, including the
SENCO name, have existed for over 50 years.  Most of the Company's
top ten customers have purchase products.

SENCORP and its affiliates filed for Chapter 11 on May 8 (Bankr.
S. D. Ohio Case No. 09-12869) to facilitate the sale of its assets
under 11 U.S.C. Sec. 363 to an investor group led by Wynnchurch
Capital, Ltd., and including Great Lakes Equity Partners.  The
Debtors are tapping The Garden City Group, Inc. as notice, claims
and balloting agent; Mesirow Financial, Inc. as Investment Banker;
Morris-Anderson & Associates Ltd., for advice on restructuring
alternatives; Latham & Watkins LLP as bankruptcy counsel; and
Frost Brown Todd LLC as co-counsel.  The secured lenders are
represented by Katten Muchin Rosenman LLP.  The Debtors have
assets and debts both ranging from $100 million to $500 million.


SENCORP: Gets Initial OK on Mesirow Financial as Investment Banker
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
authorized, on an interim basis, SENCORP and its debtor-affiliates
to employ Mesirow Financial, Inc., as investment banker.

A hearing will be held before Hon. J. Vincent Aug, Jr., on June 8,
2009, at 2:00 p.m. (prevailing Eastern time), to consider final
approval of the application.  Objections, if any, are due 4:00
p.m. (prevailing Eastern time) on June 2, 2009.

Mesirow is expected to:

   a) assist and advise the Debtors in connection with analyzing,
      structuring, negotiating and effecting, and identifying
      potential acquirors in connection with the potential sale of
      the Debtors or all or substantially all, of its assets
      through any structure or form of transaction including, but
      not limited to, any direct or indirect acquisition, sale of
      assets, merger, consolidation, transfer of securities or any
      similar or related transaction;

   b) assist in analyzing and evaluating the business, operations
      and financial position of the Debtors;

   c) prepare and negotiate any confidentiality agreements to be
      entered into with potential purchasers;

   d) assist the Debtors in the preparation of an offering
      memorandum for distribution and presentation to potential
      purchasers;

   e) assist the Debtors in the preparation and implementation of
      a marketing plan;

   f) assist the Debtors in the screening of interested
      prospective purchasers;

   g) identify and contact selected prospective purchasers;

   h) assist the Debtors in coordinating the data room and with
      potential purchasers' due diligence investigations;

   i) assist the Debtors in evaluating proposals which are
      received from potential purchasers;

   j) assist the Debtors in structuring and negotiating the sale;

   k) upon request, meet with the Debtors' board of directors to
      discuss the proposed sale and its financial implications
      well as being available to provide testimony in connection
      with the bankruptcy proceedings; and

   l) render investment banking or other financial advisory
      services as may from time to time be agreed upon by the
      parties.

Mesirow informed the Debtors that it will work to avoid
duplication of efforts with respect to Morris-Anderson &
Associates Ltd., the proposed financial advisors, or any similar
professionals retained in the Chapter 11 cases.

Jeffrey A. Golman, vice chairman of Mesirow, told the Court that
Mesirow will be compensated for the services according to this fee
structure: in the event that a sale is completed, Mesirow will be
paid a success fee payable in cash upon consummation of the
transaction and at the closing thereof, if any, equal to 2.5% of
the aggregate consideration up to $50 million, plus 5% of
aggregate consideration in excess of $50 million.  No fee or other
amount payable to any other financial advisor, by the Debtors or
any other person or entity, will reduce or otherwise affect any
fee payable to us hereunder.  For any sale to a party, the success
fee will be reduced by 10%.

Mr. Golman disclosed that on March 16, 2009, Mesirow received a
$50,000 advanced retainer.  Mesirow earlier received $21,179 for
prepetition services rendered and expenses incurred in advising
the Debtors.

Mr. Golman assured the Court that Mesirow is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

                           About SENCORP

SENCORP is a leading designer, manufacturer and distributor of
branded pneumatic and battery powered staplers, nailers and screw
systems and collated staples, nails and screws.  SENCORP's brand
names are well-known in the industry for quality, reliability and
service.  Certain aspects of SENCORP's businesses, including the
SENCO name, have existed for over 50 years.  Most of the Company's
top ten customers have purchase products.

SENCORP and its affiliates filed for Chapter 11 on May 8 (Bankr.
S. D. Ohio Case No. 09-12869) to facilitate the sale of its assets
under 11 U.S.C. Sec. 363 to an investor group led by Wynnchurch
Capital, Ltd., and including Great Lakes Equity Partners.  The
Debtors are tapping The Garden City Group, Inc. as notice, claims
and balloting agent; Mesirow Financial, Inc. as Investment Banker;
Morris-Anderson & Associates Ltd., for advice on restructuring
alternatives; Latham & Watkins LLP as bankruptcy counsel; and
Frost Brown Todd LLC as co-counsel.  The secured lenders are
represented by Katten Muchin Rosenman LLP.  The Debtors have
assets and debts both ranging from $100 million to $500 million.


SOUTH SIDE: Court Reconvened Cash Collateral Hearing on Sept. 22
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized, on an interim basis, South Side House LLC to:

   -- not use, lease, sell or expend, directly or indirectly, the
      Debtor's rent premises located at 98-1116 South Forth
      Street, Brooklyn, New York, or any proceeds;

   -- use the cash collateral, subject to the provisions and
      limitations; and

   -- grant the secured lenders adequate protection.

The Court also authorized the Debtor to request at any time in
writing Mortgagee's permission to exceed any budgeted line item
amount.  The Court further ordered Arnold Spiegel, the rent
receiver to:

    * turnover and deliver to the Debtors all monies, including
      rental income in its possession with respect to the Debtor's
      premises, for the Debtor's use; use cash collateral
      consisting of rents generated by the and from a turnover of
      property from the receiver;

    * furnish and deliver to the Debtor a detailed accounting of
      all income and expenses from the date of his appointment to
      the petition date.

The Court will reconvene on Sept. 22, 2009, at 11:00 a.m. before
Hon. Elizabeth S. Stong, Courtroom 3585, U.S. Bankruptcy Court for
the Eastern District of New York, 271 Cadman Plaza East, Brooklyn,
New York, to consider the request of the Debtor.  A hearing was
held on May 21, 2009, which the Court adjourned.  Objections, if
any, are due three business days prior to the hearing date.

Bank of America, as trustee for the registered holders of J.P.
Morgan Chase Commercial Mortgage Securities Trust 2007-LDP11
Commercial Mortgage Pass-Through Certificates, Series 2007-LDP11,
a successor in interest to LaSalle Bank, N.A., assets a first
priority position mortgage lien upon the premises holding a claim
in the principal amount of $29 million.

Broadway Bank asserts a secured priority position mortgage lien
upon the premises with a secured claim in the principal amount of
$1.5 million.

Arnold Spiegel was appointed rent receiver to collect rents
generated by the premises pursuant to the order of the U.S.
District Court entered on Feb. 11, 2009, and is holding rend
proceeds and security deposits well as documents and leases
relating to the premises.

The secured creditors will receive a post petition replacement
lien in all postpetition property and in the same rank and
priority held by the creditor prior to the petition.

                   Bank of America's Objections

BofA objected to the Debtor's motion to access cash collateral
relating that the Debtor cannot adequately protect the interests
the lender.  BofA added that:

   -- the Debtor has yet to provide a detailed explanation as to
      the disposition of the rental revenue collected by the
      Debtor between October 2008 and February 2009, which revenue
      was approximately $200,000 per month;

   -- the Debtor failed to maintain adequate books and records
      according to the Court-appointed Receiver;

   -- there are allegations that the Debtor breached its lease
      agreement with Myrtle Group, LLC by failing to put Myrtle
      into occupancy in a timely manner;

For these reasons, the lender asserted that its interests will not
be adequately protected if the Debtor remains in possession of the
property.

                    About South Side House LLC

Brooklyn, New York-based South Side House LLC is a single asset
real estate company.

The Company filed for Chapter 11 on April 30, 2009 (Bankr. E. D.
N.Y. Case No. 09-43576).  Leo Fox, Esq., represents the Debtor in
its restructuring efforts.  The Debtor's assets and debts both
range from $10,000,001 to $50,000,000.


SOUTHEASTERN INCOME: Can Hire Buddy D. Ford as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized, on an interim basis, Southern Income Properties Inc.
and Gulf South Income Properties, Inc., to employ Buddy D. Ford,
P.A., as counsel.

The firm is expected to, among other things,:

   a) give the Debtors legal advise with respect to its powers and
      duties as debtor and debtor-in-possession in the continued
      operation of its business and management of its property; if
      appropriate;

   b) prepare, on behalf of the Debtors, necessary applications,
      answers, orders, reports, complaints, and other legal papers
      and appear at hearings thereon; and

   c) perform all other legal services for the Debtors which may
      be necessary.

The Debtors will employ the firm under: (i) a $20,000 non-
refundable fee retainer; (ii) a $5,000 cost retainer; and (iii)
$1,039 filing fee.

The firm will charge $300 per hour to be paid upon proper
application and authorization by this Court, the charges to be
first applied against the retainer.

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

The firm can be reached at:

     Buddy D. Ford, P.A.
     115 N. MacDill Avenue
     Tampa, FL 33609-1521
     Tel: (813) 877-4669
     Fax: (813) 877-5543

             About Southeastern Income Properties, Inc.

Tampa, Florida-based Southeastern Income Properties, Inc., dba
EconoLodge and Gulf South Income Properties, Inc., filed for
Chapter 11 on May 1, 2009 (Bankr. M. D. Fla. Lead Case No. 09-
09079).  Buddy D. Ford, P.A., represents the Debtors in their
restructuring efforts.  The Debtors listed assets between
$100 million to $500 million and debts between $500,000 to
$1 million.


STOCK BUILDING: Proposes Young Conaway as Bankruptcy Co-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 Young, Conaway, Stargatt & Taylor as co-
counsel.

Young Conaway will, among other things:

   -- provide legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession in the continued operation
      of their business and management of their assets;

   -- pursue confirmation of the Plan and prepare any documents
      relating thereto; and

   -- prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports and other legal papers.

The hourly rates of Young Conaway personnel are:

     Pauline K. Morgan, partner                  $600
     Edward J. Kosmowski, senior counsel         $430
     Kara Hammond Coyle, associate               $330
     Kimberly A. beck, paralegal                 $185

Ms. Morgan told the Court that Young Conaway received a $75,000
retainer in connection with the planning, preparation of initial
documents and its proposed postpetition representation of the
Debtors.  A portion of the retainer has been applied to
outstanding balances existing as of the petition date.  The
remainder will constitute a general retainer as security for post
petition services and expenses.

Ms. Morgan assures the Court that Young Conaway is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Ms. Morgan can be reached at:

     Young, Conaway, Stargatt & Taylor
     1000 West Street, 17th Floor
     P.O. Box 391
     Wilmington, DE 19899-0391
     Tel: (302) 571-6600
     Fax: (302) 571-1253

             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.


STOCK BUILDING: Taps May Simpsonto Handle Mechanic Lien Matters
---------------------------------------------------------------
Stock Building Supply Holdings, LLC, and its debtor-affiliates ask
he U.S. Bankruptcy Court for the District of Delaware for
permission to employ May, Simpson & Strote PC as special counsel.

The Debtors relate that MSSPC's representation is limited to
advising the Debtors in connection with matters related to proving
priority on mechanic liens and other security interests asserted
by the Debtors under the laws of the State of Michigan.

Ronald B. Strote, a lawyer at MSSPC, tells the Court that the
hourly rates of MSSPC personnel are:

     Attorneys              $175 - $235
     Paraprofessionals       $65 - $175

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

Mr. Strote can be reached at:

     May, Simpson & Strote PC
     100 West Long Lake Road - Suite 200
     Bloomfield Hills, Michigan 48303
     Tel: (248) 646-9500
     Fax: (248) 646-4648

             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.


STOCK BUILDING: Wants 45-Day Extension for Schedules Filing
-----------------------------------------------------------
Stock Building Supply Holdings, LLC, and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to extend
by 45 days the time to file its schedules and statements.

The Debtors relate that they would be unable to file the schedules
by the prescribed deadline due to:

   i) the number of its creditors and parties-in-interest;

  ii) the size and complexity of its business operations; and

iii) certain prepetition invoices have not yet been received or
      entered into its financial accounting systems.

The Debtors have begun, but not yet finished, compiling the
information required to complete their schedules of assets and
liabilities, schedules of current income and expenditures,
schedules of executory contracts and unexpired leases, and
statements of financial affairs.

             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.


SYNTAX-BRILLIAN: Doled Out Fraudulent Rebates, Creditors Say
------------------------------------------------------------
Unsecured creditors have charged Syntax-Brillian Corporation of
doling out fraudulent rebates to its distributor, Jacqueline
Palank posted on The Wall Street Journal blog, Bankruptcy Beat.

Ms. Palank reports that the rebates served to reduce Syntax-
Brillian's expenses and allowed the distributor to pad the value
of the assets it reported.

The Arizona Republic states that allegations of fraud have dogged
Syntax-Brillian since its July 2008 bankruptcy filing.

Ms. Palank relates that each of the 1,020 boxes that formed one of
Syntax-Brillian's many shipments from its manufacturer in Taiwan
to its Chinese distributor was supposed to contain a 65-inch, 235-
pound television, and each was recorded as a sale on Syntax-
Brillian's balance sheet.  Court documents say that each box
weighed a mere 41 pounds.  According to Ms. Palank, a bankruptcy
court-appointed investigator said that there's no way that the
boxes contained finished televisions but, "at best," held just
television parts.  Such shipments were typical for Syntax-Brillian
and were part of a scam to let the Company to inflate its sales,
Ms. Palank reports, citing the Company's critics.

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc., and Syntax Groups Corp.
design, develop, and distribute high-definition televisions
(HDTVs) utilizing liquid crystal display (LCD) and, formerly,
liquid crystal (LCoS) technologies.  The Debtors sell their HDTVs
under the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a supplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief July 8,
2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A. Mitchell,
Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at Greenberg
Traurig LLP in New York, represent the Debtors as counsel.
Victoria Counihan, Esq., at Greenburg Traurig LLP in Wilmington,
Delaware, represents the Debtors as Delaware counsel. Five members
compose the Official Committee of Unsecured Creditors.  Pepper
Hamilton, LLP, represents the Committee as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' balloting, notice, and
claims agent.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


TRAILMOBILE CANADA: Manac Buys Firm's Assets
--------------------------------------------
Today's Trucking.com reports that trailer builder Manac of
Montreal has purchased certain assets of Trailmobile Canada.

Manac said in a statement that the purchase includes production
equipment and raw-materials inventory, but no land or buildings.
According to Today's Trucking.com, Trailmobile Canada had its
Mississauga, Ontario headquarters and production facility for sale
since early this year, but there's been no confirmation if a buyer
had surfaced.

Trailmobile Canada Limited manufactures dry-freight trailers for
commercial trucking customers in Canada and the United States.
The Company is majority owned by Chicago-based Trailmobile
Corporation.  Trailmobile is one of North America's largest
trailer manufacturers, with an extensive sales and distribution
network in both the USA and Canada.  Trailmobile Canada's head
office and manufacturing facility are located in Mississauga,
Ontario.

Trailmobile Canada went into bankruptcy in April 2009 after
ceasing manufacturing operations in December 2008.


TROPICANA ENTERTAINMENT: UAW Opposes Bonuses for NJ Execs.
----------------------------------------------------------
According to Bill Rochelle at Bloomberg, the United Auto Workers
union is opposing almost $1.2 million in bonuses proposed for the
top 24 executives of the subsidiary of Tropicana Entertainment LLC
that owns the casino in Atlantic City, New Jersey.  The union
argues the payments would be prohibited retention bonuses earned
merely by staying with the organization.  Congress changed
bankruptcy law in 2005 to preclude retention bonuses for
executives of bankrupt companies, Bill Rochelle recounts.

The United Autoworkers said it was unable to negotiate a contract
with the casino's conservator who didn't wish to impose a labor
contract on whoever buys the operation.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


US ENERGY: Gets Aug. 26 Extension of Plan Solicitation Period
-------------------------------------------------------------
U.S. Energy Systems Inc. and U.S. Energy Overseas Investments LLC
obtained from the U.S. Bankruptcy Court for the Southern District
of New York an order extending their exclusive period to solicit
acceptances of their joint liquidation plan of reorganization
until Aug. 26, 2009.

The Debtors need more time to complete the liquidation of their
assets and come up with an amended plan.  Under the current plan,
a liquidation trust would be established, and USEY and Overseas
would transfer any remaining assets -- including any net proceeds
from USEY's sale of 100% of the common stock of USEB and any
residual ownership interests in GBGH, LLC -- into the Liquidation
Trust for liquidation and the subsequent distribution of net
liquidation proceeds to USEY equity holders, according to the
Troubled Company Reporter in August 2008.

A full-text copy U.S. Energy and U.S. Energy Overseas' Chapter 11
plan is available for free at http://ResearchArchives.com/t/s?3162

Based in Avon, Connecticut, U.S. Energy Systems, Inc., (Pink
Sheets: USEY) -- http://www.usenergysystems.com/-- owns green
power and clean energy and resources.  USEY owns and operates
energy projects in the United States and United Kingdom that
generate electricity, thermal energy and gas production.  The
Company filed for Chapter 11 protection on January 9, 2008 (Bank.
S.D. N.Y. Case No. 08-10054).  Subsequently, 34 affiliates filed
separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc., serves as the Company's
financial advisor.  The Debtor selected Epiq Bankruptcy Solutions
LLC as noticing, claims and balloting agent.  The Official
Committee of Unsecured Creditors has yet to be appointed in these
cases by the U.S. Trustee for Region 2.  When the Debtors filed
for protection from their creditors, they listed total assets of
$258,200,000 and total debts of $175,300,000.

On January 23, 2009, U.S. Energy Biogas Corp and eight of its
subsidiaries filed their respective voluntary petitions for relief
under chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York.  The USEB Debtors' cases are being jointly administered for
procedural purposes with the cases of the USEY Debtors.


USI SENIOR: Ch. 11 Plan Outline Approved; Ballots Due June 19
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
May 21, 2009, the amended disclosure statement with respect to USI
Senior Holdings, Inc., et al.'s Amended Joint Chapter 11 Plan of
Reorganization dated as of May 18, 2009.  As a result,
solicitation of votes to accept or reject the Debtors' Amended
Plan may now commence.

The Court established May 22, 2009, as the voting record date for
determining the holders of prepetition claims entitled to vote and
5:00 p.m. prevailing Pacific time on June 19, 2009, as the voting
deadline for submission of ballots to accept or reject the Plan.

A hearing to consider confirmation of the Plan will be held on
June 25, 2009, at 11:00 a.m. prevailing Eastern time.

Objections, if any, to the confirmation of the Plan must be filed
electronically, together with proof of service, with the
Bankruptcy Court and served on the Notice Parties no later than
5:00 p.m. prevailing Pacific time, on June 19, 2009.  The Debtors
or the Voting Agent will file the vote tabulation certification no
later than June 22, 2009.

                           Plan Terms

As of the Petition Date, the aggregate principal amount of First
Lien Secured Claims totaled approximately $290,099,775 and the
aggregate principal amount of Second Lien Secured Claims totaled
approximately $66,449,613.

As of the Petition Date, the Debtors' unsecured trade debt totaled
approximately $14.2 million, including approximately $8.6 million
of contingent, unliquidated, unmatured actuarial reserves for
future workers' compensation, general liability and automobile
insurance claims and excluding rejection damage claims.

Under the Plan, First Lien Secured Claims will receive (i) their
pro rata share of New Senior Secured Notes in an initial principal
amount of $22.5 million and (ii) their pro rata share of 96% of
the New USI Holdings Common Stock.

Second Lien Secured Claims will receive their pro rata share of 4%
of the New USI Holdings Common Stock.  The Plan also provides a
pro rata Cash distribution to holders of Class 7 Rejection Claims
of the lesser of (i) $125,000, or (ii) 5% of the aggregate amount
of all Allowed Rejection Claims.

General Unsecured Claims, which are unimpaired, will be paid in
full.

Old USI Holdings Common Stock and Interests will be cancelled and
Insider Claims will be extinguished.

         Classification of Claims Against and Interests

                                 Estimated
Class        Description        Allowed Amt.       Treatment
-----   ----------------------  ------------   -----------------
   1     Miscellaneous Secured             $0   Unimpaired. Est.
         Claims                                 Recovery: 100%

   2     Miscellaneous Priority    $3,500,000   Unimpaired. Est.
         Claims                                 Recovery: 100%

   3     Subsidiary Interests                   Unimpaired. Est.
                                                Recovery: 100%

   4     General Unsecured        $14,200,000   Unimpaired. Est.
         Claims                                 Recovery: 100%

   5     First Lien Secured      $290,099,775   Impaired. Est.
         Claims                                 Recovery: approx.
                                                25%

   6     Second Lien Secured      $66,449,613   Impaired. Est.
         Claims                                 Recovery: approx.
                                                4%

   7     Rejection Claims          $2,000,000   Impaired. Est.
                                                Recovery: 5%

   8     Old USI Holdings                       Impaired. Est.
         Common Stock and                       Recovery: 0%
         Interests

   9     Insider Claims                         Impaired. Est.
                                                Recovery: 0%

Holders of claims in Classes 1, 2, 3 and 4, being unimpaired, are
deemed to have accepted the Plan.  Only holders of claims in
Classes 5, 6 and 7, are entitled to vote on the Plan.  Interests
in Classes 8 and claims in Class 9, which receive no distributions
under the Plan, are deemed to have rejected the Plan and the
holders thereof are not entitled to vote.

In the event any class of impaired claims rejects the Plan, the
Debtors intend to invoke the "cramdown" provisions of the
Bankruptcy Code.  Section 1129(b) of the Bankruptcy Code provides
that a plan can be confirmed even if the Plan is not accepted by
all impaired classes, as long as at least one impaired class of
claims has accepted it and the plan "does not discriminate
unfairly" and is "fair and equitable" as to each impaired class
that has not accepted the plan.

A full-text copy of the Amended Disclosure Statement is available
at http://bankrupt.com/misc/USI.AmendedDS.pdf

                    About United Subcontractors

United Subcontractors, Inc. -- http://www.unitedsub.com/-- is a
privately owned company with approximately 40 branches and 1,600
employees across the country.  Founded in 1998 and based in Edina,
Minnesota, USI is a market leader in the installation of a wide
range of residential and commercial products within the
construction industry.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Delaware Case
No. 09-11152).  Mark K. Thomas, Esq., Paul V. Possinger, Esq., and
Peter J. Young, Esq., at Proskauer Rose LLP assist the Debtors in
their restructuring efforts.  Steven M. Yoder, Esq., and Gabriel
R. MacConaill, Esq.,Tat Potter Anderson & Corroon LLP, represent
the Debtors as co-counsel.  The Debtors listed  $50 million to
$100 million in assets and $100 million to $500 million in debts.


VIKING OFFSHORE: Judge Sends Winch Dispute to the Netherlands
-------------------------------------------------------------
Under the principles of comity, WestLaw reports, the dismissal of
an adversary proceeding (Bankr. S.D. Tex. Adv. Pro. No. 08-3234)
in which Chapter 11 debtors Viking Offshore (USA) Inc., Viking
Producer Inc., Viking Prospector Inc., Viking Century Inc., and
Viking Drilling ASA (Bankr. S.D. Tex. Case No. 08-31219), sought
the turnover of winches that purportedly were bankruptcy estate
property was warranted as to the foreign company to which the
foreign winch seller's assets allegedly were transferred in a
Netherlands bankruptcy proceeding.  The debtors, in the
Netherlands court system, could seek review of the Netherlands
bankruptcy court's ruling purporting to convey the winches to the
foreign company and assert that the purported conveyance without
notice to them deprived them of due process of law, whereas the
bankruptcy court's consideration of the due process question would
place the bankruptcy court in the position of preempting the
appeal process in the Netherlands.  In re Viking Offshore (USA)
Inc., --- B.R. ----, 2008 WL 5459844 (Bankr. S.D. Tex.).


VONAGE HOLDINGS: Amends Pact with Third Party Verification
----------------------------------------------------------
Vonage Network LLC, a wholly owned subsidiary of Vonage Holdings
Corp., on May 18, 2009, entered into a fourth amendment to the
Services Agreement with Third Party Verification, Inc., dated
February 9, 2005.

The amendment, which is deemed effective as of May 1, 2009,
extends the term of the Services Agreement to April 30, 2011.  In
exchange for reduced pricing, until April 30, 2011, Third Party
Verification, Inc. will also remain the exclusive provider of the
services that it provides under the Services Agreement, including
third party verification of pertinent local number portability
information from the Company's subscribers.

                      About Vonage Holdings

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with more than 2.6 million subscriber lines.
Its technology enables anyone to make and receive phone calls with
a touch tone telephone almost anywhere a broadband Internet
connection is available.  Vonage's service is sold on the web and
through national retailers including Best Buy, Wal-Mart Stores
Inc. and Target and is available to customers in the U.S., Canada
and the United Kingdom.

                           *     *     *

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.

Vonage's balance sheet at March 31, 2009, showed total assets of
$330.2 million, total liabilities of $443.9 million, resulting in
a stockholders' deficit of $113.6 million.  The Company posted a
net income of $5.27 million for the quarter ended March 31, 2009,
compared to a net loss of $8.96 million.


WASHINGTON MUTUAL: Dime Beneficiaries Seeks to Join JPMorgan Suit
-----------------------------------------------------------------
Pursuant to Rule 24(a) of the Federal Rule of Civil Procedures,
various creditor groups seek authority from the U.S. Bankruptcy
Court for the District of Delaware to intervene as plaintiffs in
the adversary proceeding commenced by JPMorgan Chase Bank,
National Association, against Washington Mutual, Inc., WMI
Investment Corp., and the Federal Deposit Insurance Corporation:

   (1) The Ad Hoc Committee of Dime Savings Umbrella Trust
       Beneficiaries; and

   (2) The committee created under each of these Dime Rabbi Trust
       Agreements:

       * The Amended and Restated Umbrella Trust Agreement
         among Washington Mutual, Inc., as successor to Dime
         Bancorp., Inc., and Washington Mutual Bank as successor
         to The Dime Savings Bank of New York, FSB, and Union
         Bank of California, as Trustee with respect to the
         Designated Arrangements of The Dime Savings Bank of New
         York, FSB and Related Entities, as amended;

       * The Amended and Restated Umbrella Trust Agreement among
         WaMu, as successor to Dime Bancorp., Inc., and WMB, as
         successor to The Dime Savings Bank, and Union Bank of
         California, as Trustee with respect to the Covered
         Arrangements for Outside Directors of The Dime Savings
         Bank of New York, FSB and Related Entities, as amended;

       * The Amended and Restated Umbrella Trust Agreement among
         WaMu, as successor to Dime Bancorp, and WMB as successor
         to The Dime Savings Bank and Union Bank of California,
         as Trustee with respect to the Covered Arrangements of
         The Dime Savings Bank of New York, FSB and Related
         Entities, as amended; and

       * The Amended and Restated Benefit Protection Trust
         Agreement among WaMu, as successor to Dime Bancorp, and
         WMB as successor to The Dime Savings Bank and Union Bank
         of California, as Trustee, as amended.

The members of the Ad Hoc Committee are beneficiaries of the Dime
Rabbi Trusts and assert claims against the Trusts and their
assets, or against the Debtors.  Meanwhile, the Trust Committee
was created under the Dime Rabbi Trust Agreements with broad
authority to provide certain trust-related functions, including
representing the interests of the beneficiaries.

WMB Acquirer JPMorgan commenced an adversary proceeding in the
U.S. Bankruptcy Court for the District of Delaware against the
Debtors and FDIC.  JPMorgan sought to ensure that it is not
divested of the assets and interests purchased in good faith from
the FDIC, as receiver for WMB.  JPMorgan also sought
indemnification and recovery against the Debtors for certain
liabilities that may be asserted against it.

On behalf of the Committees, Kurt F. Gwynne, Esq., at Reed Smith
LLP, in New York, relates that the Debtors have never acknowledged
JPMorgan's ownership of the Dime Rabbi Trusts even though these
assets were reflected on WMB's books and records and WMB was the
successor to the original settlor.

The Committees' constituents, as beneficiaries to the Dime Rabbi
Trusts, rely on the regular payments from the certain non-
qualified retirement and pension plans covered by the Trusts for
their financial support.  However, Mr. Gwynne notes, no benefits
have been paid under the Plans to any of the beneficiaries since
the Petition Date.

Mr. Gwynne contends that the Committees "have a direct legal
interest" in JPMorgan's Complaint.  However, he points out,
without a declaration from the Court that the Dime Rabbi Trusts
were purchased by JPMorgan Chase from WMB, the constituents
represented by the Committees will not receive the benefits to
which they are entitled.

Moreover, Mr. Gwynne continues, the Committees, as beneficiaries
of the Dime Rabbi Trusts, have a "sufficient interest" in the
Adversary Proceeding to the extent that:

   -- JPMorgan "has been prepared to assume the obligations [of
      the Dime Rabbi Trusts] that it purchased [along with WMB],
      but the Debtors have refused to provide joint instructions
      to the trustees;" and

   -- JPMorgan's Complaint seeks a declaration that the Dime
      Rabbi Trusts are owned by JPMorgan and not the Debtors,
      thereby permitting JPMorgan Chase to assume the
      obligations.

Mr. Gwynne further contends that the Committees are not adequately
represented by any existing party in the Adversary Proceeding,
because the Trustee for the Dime Rabbi Trusts has determined not
to intervene.  Moreover, based on the impact of the automatic stay
on the Dime Rabbi Trusts, the Committees' constituents cannot wait
for JPMorgan Chase to move for summary judgment on all of its
claims, he says.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Creditors Panel Can Participate in Suit
----------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized the official committee of
unsecured creditors in the bankruptcy cases of Washington Mutual,
Inc. and WMI Investment Corp. to intervene in the Debtors'
complaint against JPMorgan Chase Bank, National Association,
seeking turnover of $4 billion in funds held at a JPMorgan
account.

The Debtors have argued that the Funds were held in six disputed
accounts in Washington Mutual Bank in Henderson, Nevada and
Washington Mutual Bank fsb, in Park City, Utah.  They noted that
JPMorgan purchased substantially all of WMB's assets from Federal
Deposit Insurance Corporation as Receiver for the Banks, and
subsequently assumed all of WMB fsb's deposit liabilities by
merging WMB fsb with JPMorgan's own banking operations.

The Creditors Committee asserted that the outcome of the Debtors'
Adversary Complaint against JPMorgan will have a significant
impact on unsecured creditors, and in this regard, averred that it
should be involved as a party to the Adversary Proceeding so that
it can protect the interests of unsecured creditors and discharge
its duties to them.

JPMorgan, however, argued that the Committee's request should be
denied because the Complaint itself "is manifestly improper."
Turnover actions under Section 542 of the Bankruptcy Code are only
appropriate when the subject property is not in dispute, Adam G.
Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware,
noted, citing In re Student Fin. Corp., 335 B.R. 539, 554 (D. Del.
2005).

According to Mr. Landis, the Committee may intervene in JPMorgan's
Adversary Action as long as the Committee participates "in a
cooperative, efficient and non-duplicative manner."

In response, the Committee said JPMorgan's contention should be
rejected because under Rule 24 of the Federal Rules of Civil
Procedure, a merits determination of the underlying action in the
Adversary Proceeding "is neither a relevant inquiry nor even an
appropriate consideration in a court's determination of whether
intervention is proper."

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, on the Committee's behalf, said the Court should decide
on the Committee's Motion for Intervention before ruling on
JPMorgan's request to dismiss the Adversary Proceeding, thereby
allowing the Committee to exercise it statutory right to
participate in briefing on the Dismissal issue.

        JPMorgan Seeks to Dismiss Adversary Proceeding

In regards to JPMorgan's dismissal request, Mr. Landis argued that
the Debtors' are raising "manifestly compulsory counterclaims" to
those they asserted in the adversary proceeding styled JPMorgan
Chase Bank, National Association v. Washington Mutual, Inc., et
al.  He said the Debtors' Turnover Complaint must be dismissed
because the Disputed Accounts are central to an ongoing
litigation.  Mr. Landis pointed the Court to In re Student Fin.
Corp., 335 B.R. at 554.  The Counterclaims should thus be
litigated in the JPMorgan Adversary Action, Mr. Landis argued.

Mr. Landis said that further complicating the Debtors' Complaint
are their arguments about setoff rights.  Specifically, the
Debtors have noted that in adjudicating any dispute regarding the
Disputed Accounts, Section 553(a)(2) of the Bankruptcy Code limits
the ability of JPMorgan to assert set-off rights.  Section
553(a)(2) states, in part, that a creditor's set-off rights may be
affected if the debt owed to the creditor was incurred "while the
debtor was insolvent."  Therefore, Mr. Landis said, the Set-Off
Argument under Section 553(a)(2) will require adjudication of the
Debtors' claim that the Debtors were either insolvent or rendered
insolvent as of JPMorgan's purchase of WMB -- which will require a
detailed analysis of the financial condition of the Debtors.

Moreover, because the Debtors' solvency analysis depends on final
adjudication of the effect of JPMorgan's purchase of WMB, a
necessary predicate to the Court's addressing of the Debtors'
solvency assertion is to resolve of all of the claims in the
JPMorgan Adversary Action, Mr. Landis said.  In this regard, he
asserted, the Debtors' attempt to dismiss JPMorgan's set-off
rights with respect to the Funds is improper and "runs headlong"
into the dispute created by the JPMorgan Adversary Action.

If the Turnover Complaint is not dismissed in its entirety, the
Court should consolidate the issues in the Debtors' Adversary
Complain with the JPMorgan Adversary Action, which could resolve
all claims, including the FDIC's claims, to the Disputed Accounts,
Mr. Landis said.

JPMorgan urged the Court to hear from all interested parties
concerning the Disputed Accounts to ensure that the Funds are
properly disbursed, without subjecting JPMorgan to potential
double-jeopardy for turning over assets to the wrong party.

                 Debtors Seek Summary Judgment

As reported by the Troubled Company Reporter, in accordance with
Rule 7056 of the Federal Rules of Bankruptcy Procedure, the
Debtors seek the Court's entry of a summary judgment in their
favor, directing JPMorgan turnover the $4 billion in Funds, along
with appropriate interest.

JPMorgan sought to avoid the Turnover and retain the Debtors'
funds by suggesting that the $3.674 billion transferred by WaMu
into Account No. 4234 at WMB fsb was a capital contribution,
rather than a transfer from one deposit account to another.
However, "the transfer from Account No. 0667 at WMB to Account
No. 4234 at WMB fsb was effected through the use of New Account
Request Forms, which can only be used to open deposit accounts,
and cannot effectuate capital contributions," Rafael X.
Zahralddin-Aravena, Esq., at Elliott Greenleaf, in Wilmington,
Delaware, says, on behalf of the Debtors.

He also noted that a Capital Contribution would have violated the
"WaMu Liquidity Management Standard," which requires that cash be
maintained at a minimum daily balance of $150 million, and that
net short term position should be maintained at 1.00% or greater.

Mr. Zahralddin-Aravena argued that JPMorgan cannot assert set-off
rights with respect to the Funds for these reasons:

   (1) JPMorgan has no claim against the Debtors and therefore,
       holds no interest against which to apply any Set-off
       Rights against the Debtors;

   (2) Any claim that JPMorgan purports to have against the
       Debtors were obtained within 90 days prior to the Petition
       Date while WaMu was insolvent, and set-off is therefore
       barred under Section 553(a)(2)(B) of the Bankruptcy Code;
       and

   (3) There is no mutuality between and among the entities
       against which JPMorgan purports to assert claims.

According to Mr. Zahralddin-Aravena, any effort by JPMorgan to
assert Set-off Rights would amount to an improper "triangular
set-off".  He explained that JPMorgan is withholding approximately
$53 million of deposits in Account No. 4704, to offset its
supposed claims against WaMu; however Account No. 4704 is
maintained by WMI Investment, an entity separate and distinct from
WaMu, which is not permitted as JPMorgan does not assert claims
against WMI Investment.

JPMorgan also purports to hold claims against WaMu in JPMorgan's
capacity as successor to WMB pursuant to its purchase of WaMu's
banking operations.  Of the $4.3 billion that JPMorgan proposes to
retain as a set-off, about $3.674 billion is held in an account
that it maintains as successor to WMB fsb, which is a distinct
corporate entity from WMB, Mr. Zahralddin-Aravena pointed out.

"Given the strictly construed mutuality requirements, JPMorgan
cannot offset funds that it holds as successor to one corporate
entity in satisfaction of claims that it possesses as successor to
another distinct entity," Mr. Zahralddin-Aravena told Judge
Walrath.

Representing the FDIC, Thomas Califano, Esq., at DLA Piper LLP, in
New York, noted that FDIC seeks to "hold up the [Adversary
Proceeding] so that everything can be heard by a federal court in
Washington," reported Peg Brickley of The Wall Street Journal.

The Court may enter a ruling before the scheduled hearing June 24,
2009, according to The Deal.com.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Seeks to Exercise Rights Over HFA Trust Assets
-----------------------------------------------------------------
In 1998, Washington Mutual, Inc., purchased H.F. Ahmanson &
Company and obtained the entity's assets maintained in nine trusts
previously established by HFA in connection with, among other
things, HFA's deferred compensation and retirement plans.  The
Trusts are:

   (1) H.F. Ahmanson & Company 1989 Contingent Deferred
       Compensation Plan Trust, which was established on
       November 28, 1989, by Ahmanson, as grantor, and Union
       Bank, as trustee

   (2) H.F. Ahmanson & Company and Affiliated Companies
       Supplemental Executive Retirement Plan Trust, which was
       established on November 28, 1989, by Ahmanson, as grantor,
       and Union Bank, as trustee

   (3) H.F. Ahmanson & Company Elective Deferred Compensation
       Plan Trust, which was established on November 28, 1989, by
       Ahmanson, as grantor, and Union Bank, as trustee

   (4) H.F. Ahmanson & Company Outside Director Retirement Plan
       Trust, which was established on November 28, 1989, by
       Ahmanson, as grantor, and Union Bank, as trustee

   (5) H.F. Ahmanson & Company Outside Directors' Elective
       Deferred Compensation Plan Trust, which was established on
       November 28, 1989, by Ahmanson, as grantor, and Union
       Bank, as trustee

   (6) H.F. Ahmanson & Company Loan Agents' Elective Deferred
       Compensation Plan, which was established on January 1,
       1991, by Ahmanson, as grantor, and Union Bank, as trustee,

   (7) Trust Under H.F. Ahmanson & Company Outside Directors'
       Capital Accumulation Plan, which was established on
       September 30, 1998, by Ahmanson (as grantor) and Union
       Bank of California, N.A., as trustee

   (8) Trust Under H.F. Ahmanson & Company Loan Consultants'
       Capital Accumulation Plan, which was established on
       September 30, 1998, by Ahmanson, as grantor, and Union
       Bank of California, N.A., as trustee

   (9) Trust Under H.F. Ahmanson & Company Capital Accumulation
       Plan, which was established on September 30, 1998, by
       Ahmanson, as grantor, and Union Bank of California, N.A.,
       as trustee

The Trusts contain, among other assets, corporate securities,
government securities, cash and cash equivalents.  Those assets
plus all proceeds or income, less any distributions, constitute
the Trust estates.  WaMu is successor-in-interest to HFA with
respect to each of the Trusts, Mark D. Collins, Esq., at
Richards, Layton & Finger, in Wilmington, Delaware, tells the
Court.

WaMu's agreement to make payments pursuant to the provisions of
any Plan associated with the Trusts is an unsecured promise to
pay.  The participants in the Plans, therefore, have the status
of unsecured creditors and have no security interest in the Trust
Estates, Mr. Collins discloses.

According to Mr. Collins, the Trusts will terminate when no
participant is entitled to any benefits under the Plans.  Upon
that Termination, any assets remaining in the Trusts will be
returned to WaMu.

In addition, beneficiaries are no longer entitled to benefits
under the Plans when the settlor of the Trusts is "insolvent," or
becomes subject to a proceeding as a debtor under the Bankruptcy
Code, during which the Trusts' assets become subject to the
claims of the settlor's general creditors.  In this regard, WaMu
is "insolvent" for purposes of the Trust Agreements as of the
Petition Date.  Therefore, Mr. Collins says, the Participants are
no longer entitled to benefits under the Plans, and the assets of
the Trusts should be returned to WaMu and made subject to the
claims of WaMu's general creditors.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to authorize (i) WaMu to exercise its
ownership rights over the HFA Trust Estates, (ii) Union Bank of
California, as HFA Trustee, to return to WaMu the assets, income,
and proceeds it holds, and (iii) termination of the Trusts.

Mr. Collins notes that the termination of the Trusts and a
transfer of the Assets will allow WaMu to liquidate the Assets.
It will also save WaMu fees and expenses attributable to the
administration of the Trusts, which is estimated to lead to a
cash benefit of approximately $68 million into the Debtors'
estates.

Mr. Collins tells Judge Walrath that WaMu's action to secure its
ownership rights over the Assets in the Trusts falls within
WaMu's rights under the Trusts.  By pursuing these rights, WaMu
is not affecting the interests of any other party, he says.

According to Mr. Collins, the Trustee has indicated that it will
acknowledge WaMu's rights with respect to the Assets in the
Trusts.  Similarly, the Trustee asks the Court to approve any
exercise of rights, provide advance approval distributions of
Assets, and authorize the termination of the Trust.

The Court will convene a hearing on June 24, 2009, to consider the
Debtors' request.  Objections, if any, must be filed by June 2.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Akin Gump Bills $509,353 for April 2009 Work
---------------------------------------------------------------
Six bankruptcy professionals engaged in the bankruptcy cases of
Washington Mutual, Inc., and WMI Investment Corp. ask Judge Mary
F. Walrath of the U.S. Bankruptcy Court for the District of
Delaware to approve their request for payment of services rendered
and reimbursement of expenses incurred from April 1 to 30, 2009:

Professional                            Fees         Expenses
------------                          --------       --------
Akin Gump Strauss Hauer & Feld LLP    $509,353        $18,649
Committee's co-counsel

FTI Consulting, Inc.                   248,446          1,535
Committee's financial advisor

Grant Thornton LLP                      23,298          3,000
the Debtors' tax advisors

John W. Wolfe, P.S.                     59,191             57
the Debtors' special counsel

Miller & Chevalier Chartered             5,680              0
the Debtors' special counsel

Shearman & Sterling LLP                 61,755             86
the Debtors' special
tax litigation counsel

Meanwhile, Judge Walrath directed the Debtors to pay $377,083 in
total fees and expense reimbursements to these professionals for
services rendered from September 26, 2008 to January 31, 2009:

                            Total Fees       Total Expenses
                            ----------       --------------
McKee Nelson LLP             $213,104           $10,439
John W. Wolfe P.S.           $100,264           $80,211

In separate certificates filed with the Court, the Debtors
affirmed that no objections were filed with respect to the fee
applications of Gibson Dunn & Crutcher, John S. Wolfe, and Perkins
Coie in these Chapter 11 cases for services rendered for February
2009.  Accordingly, the Court granted the Debtors authority to pay
the Professionals' fees and expenses for the Fee Period:

Professional                            Fees         Expenses
------------                          --------       --------
Gibson, Dunn & Crutcher LLP            $54,316         $1,180
John S. Wolfe, P.S.                     10,536              0
Perkins Coie LLP                       109,110          2,452

The Debtors also informed the Court that they received no
objections to the Fee Applications filed by three professionals
for March 2009.  Accordingly, the Court allowed the firms these
fees:

Professional                            Fees         Expenses
------------                          --------       --------
FTI Consulting, Inc.                  $166,663           $226
Gibson, Dunn & Crutcher LLP             36,086          1,765
John W. Wolfe, P.S.                     31,834             75
Shearman & Sterling LLP                 41,201          3,478

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Creditors Transfer $1.2MM in Claims to Hain
--------------------------------------------------------------
Hain Capital Holdings, Ltd., notified the U.S. Bankruptcy Court
for the District of Delaware and parties-in-interest in the
bankruptcy cases of Washington Mutual, Inc., and WMI Investment
Corp. regarding its acquisition of four claims against the
Debtors:

Transferor                             Claim No.    Claim Amount
----------                             ---------    ------------
Affiliated Computer Services, Inc.
  and ACS Commercial Solutions, Inc.       679         $618,932
George David Gopen                      unknown        111,650
Point B Solutions Group, LLP            unknown        161,196
Service Communications, Inc.              2813         428,341

The Claims from Affiliated Computer, George David and Point B were
transferred by Hain Capital Holdings, Ltd., to Hain Capital
Holdings II, LLC.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WATSON PHARMACEUTICALS: Moody's Affirms 'Ba1' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service revised the rating outlook on Watson
Pharmaceuticals, Inc. to positive from stable.  At the same time,
Moody's affirmed Watson's ratings including its Ba1 Corporate
Family Rating and Ba1 Probability of Default Rating.

The revision in Watson's rating outlook primarily reflects good
performance in the generics business and two recent approvals
(Rapaflo and Gelnique) in the specialty branded business that
should offset the upcoming termination of Ferrlecit marketing
rights expected at year-end 2009.  Combined with continuation of
credit metrics that are quite strong for the Ba1 rating, Moody's
believes that an upgrade is possible in the near term.

"Watson's ratings could be upgraded to investment-grade if Moody's
sees successful launches of Rapaflo and Gelnique, continuation of
solid cash flow, and demonstration that acquisitions will be
prudently financed," stated Michael Levesque, Moody's Senior Vice
President.

Watson's Ba1 Corporate Family Rating continues to reflect the
highly competitive nature of the generic pharmaceutical industry
and the potential for debt-financed acquisitions as the sector
continues to consolidate.

Ratings affirmed:

  -- Ba1 Corporate Family Rating
  -- Ba1 Probability of Default Rating
  -- SGL-1 Speculative Grade Liquidity Rating

Ratings affirmed with LGD point estimate adjustments:

  -- Baa3 (LGD2, 28%) senior unsecured revolving credit facility
     due 2011

  -- Baa3 (LGD2, 28%) first senior unsecured term loan due 2011

  -- Ba2 (LGD5, 80%) $575 million convertible debentures (CODES)

Moody's last rating action on Watson took place on September 21,
2006 when Moody's upgraded Watson's senior unsecured credit
facilities to Baa3 from Ba1.

Headquartered in Corona, California, United States, Watson
Pharmaceuticals, Inc., is a specialty pharmaceutical company
focused on branded and generic products.  Revenues in 2008 totaled
approximately $2.5 billion.


WEST POINTE: Debtors' Law Firm Must Return $60,000 Retainer
-----------------------------------------------------------
The Honorable Kathy A. Surratt-States has ruled that a $60,000
retainer held by the law firm of Susman, Schermer, Rimmel &
Shifrin, L.L.C., which served as counsel to West Pointe Ltd.
Partnership in its chapter 11 proceeding had to be returned to the
limited partnership that was created to implement the chapter 11
plan confirmed in the debtors' bankruptcy cases and which was the
debtors' successor.  The bankruptcy court had determined, WestLaw
reports, that prior to a settlement between the debtors and the
law firm in the debtors' legal malpractice action against the
firm, that the retainer was subject to a creditor's secured liens,
and later determined that the retainer was also not available to
pay the fees allowed to the law firm under the court's fee order,
which postdated the settlement agreement.  In re West Pointe Ltd.
Partnership, --- B.R. ----, 2009 WL 1393703 (Bankr. E.D. Mo. Case
No. 90-44326; Adversary Pro. No. 06-4474 (May 19, 2009)).


ZOUNDS INC: May Obtain up to $1MM Delayed Draw DIP Financing
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has granted
Zounds, Inc., permission to obtain up to $1,000,000 of delayed
draw debtor-in-possession financing with future draws of at least
$250,000 no more frequently than bi-weekly, from Michael Stewart
and Derwood Chase, two of the lenders under Series D Notes.

Zounds, Inc., is also authorized to use cash collateral of the
prepetition lenders, pursuant to the DIP Budget.  The Debtor's
right to use cash collateral will automatically terminate upon the
earlier of (a) 3 days after an Event of Default under the DIP
Facility or (b) the maturity of the DIP Facility.

The DIP Facility will mature on the earliest of (a) the 120th day
after the Petition Date; (b) the effective date of a confirmed
plan of reorganization; and (c) the acceleration of the DIP Loan
owing to an Event of Default.

As reported in the Troubled Company Reporter on April 15, 2009,
the salient terms of the DIP Facility are:

Borrower:             Zounds Inc.

Lenders:              Michael Stewart, Derwood Chase and other
                      affiliated entities that may be
                      designated.

Loan Amount:          $1,000,000

Pricing:              Interest will be computed and accrue
                      monthly on the outstanding principal amount
                      of all draws under the DIP Facility at a
                      rate of 12% per annum.  All accrued
                      interest will be added to the principal
                      amount of the DIP facility.  All
                      outstanding principal and accrued interest
                      will be due and payable on the termination
                      date.  The Debtor must pay an initial fee
                      to the DIP lender of 2%, added to the
                      principal amount owing under the DIP
                      Facility.

Collateral:           All borrowings under the DIP loan will at
                      all times be secured by: (a) a perfected
                      first priority lien on all the Debtor's
                      prepetition and postpetition property not
                      already subject to valid, perfected and
                      non-avoidable liens; (b) perfected lien on
                      all the Debtor's prepetition and
                      postpetition property, subject to the liens
                      permitted by the loan agreement; and (c)
                      perfected priority priming liens on all the
                      Debtor's property subject to valid,
                      perfected and non-avoidable liens.  All
                      security interests and liens granted are
                      subject to the Carve Out.

Carve Out:            The liens, security interests and
                      superpriority administrative expense claims
                      granted to the DIP lender would be subject
                      to a limited Carve Out.

Adequate Protection:  In order to adequately protect the
                      prepetition lenders from the Debtor's use
                      of cash collateral and the granting of the
                      priming liens to the DIP lender, the Debtor
                      believes that the prepetition lenders
                      security interests in the Debtor's assets
                      are adequately protected by virtue of a
                      substantial equity cushion held by the
                      prepetition lenders.

The Debtor believes that the current outstanding balance under the
prepetition secured debt is approximately $5,100,000.  At the same
time, the Debtor believes that the aggregate fair market value of
the Debtor's assets is approximately $13.5 million.  This equates
to a very substantial equity cushion.

                        About Zounds Inc.

Headquartered in Phoenix, Arizona, Zounds, Inc. --
http://www.zoundshearing.com/-- offers a portfolio of hearing
aids and wireless devices.  The company filed for Chapter 11
protection on March 30, 2009 (Bankr. D. Ariz. Case No. 09-06053).
Jordan A. Kroop, Esq., at Squire Sanders & Dempsey LLP, represents
the Debtor in its restructuring efforts.  Carolyn J. Johnsen,
Esq., at Jennings, Strouss & Salmon, P.L.C., represents the
official committee of unsecured creditors as counsel.  The Debtor
listed assets of $10 million to $50 million and debts of
$10 million to $50 million.


ZOUNDS INC: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Zounds, Inc., has filed with the U.S. Bankruptcy Court for the
District of Arizona its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------      -----------
  A. Real Property
  B. Personal Property           $14,138,241
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,101,500
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $240,082
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $25,485,113
                                 -----------      -----------
          TOTAL                  $14,138,241      $30,826,696

A copy of Zounds, Inc.'s schedules is available at:

         http://bankrupt.com/misc/Zounds.schedules.pdf

                        About Zounds Inc.

Headquartered in Phoenix, Arizona, Zounds, Inc. --
http://www.zoundshearing.com/-- offers a portfolio of hearing
aids and wireless devices.  The Company filed for Chapter 11
protection on March 30, 2009 (Bankr. D. Ariz. Case No. 09-06053).
Jordan A. Kroop, Esq., at Squire Sanders & Dempsey LLP, represents
the Debtor in its restructuring efforts.  Carolyn J. Johnsen,
Esq., at Jennings, Strouss & Salmon, P.L.C., represents the
official committee of unsecured creditors as counsel.  The Debtor
listed assets of $10 million to $50 million and debts of
$10 million to $50 million.


* Banks' Income Drops 60.8% in Q1; Industry in "Cleanup Phase"
--------------------------------------------------------------
Commercial banks and savings institutions insured by the Federal
Deposit Insurance Corporation reported net income of
$7.6 billion in the first quarter of 2009, a decline of
$11.7 billion, equivalent to 60.8%, from the $19.3 billion that
the industry earned in the first quarter of 2008.  Higher loan-
loss provisions, increased goodwill write-downs, and reduced
income from securitization activities all contributed to the year-
over-year earnings decline. Three out of five insured institutions
reported lower net income in the first quarter and one in five was
unprofitable.

"The first quarter results are telling us that the banking
industry still faces tremendous challenges, and that going
forward, asset quality remains a major concern," said FDIC
Chairman Sheila C. Bair.   "Banks are making good efforts to deal
with the challenges they're facing, but today's report says that
we're not out of the woods yet." She added,  "As I see it, we're
now in the cleanup phase for the banking industry.  It will take
some more time.  But in the end, we'll have a stronger banking
industry that's better able to meet the demand for credit as the
economy recovers."

Insured institutions set aside $60.9 billion in provisions for
loan losses in the first quarter, an increase of $23.7 billion
(63.6 percent) over the first quarter of 2008.  Expenses for
goodwill impairment and other intangible asset expenses totaled
$7.2 billion, up from $2.8 billion a year earlier. These negative
factors outweighed the positive effects of increased noninterest
income (up $7.8 billion or 12.8 percent), higher net interest
income (up $4.4 billion or 4.7 percent), and higher realized gains
on securities and other assets (up $1.9 billion). Twenty-one FDIC-
insured institutions failed during the first quarter, the largest
number since the fourth quarter in 1992. The FDIC's "Problem List"
grew during the quarter from 252 to 305 institutions, and total
assets of problem institutions increased from $159 billion to $220
billion.

The FDIC also noted that asset-quality indicators continue to
decline. mInsured institutions charged off $37.8 billion in bad
loans in the first quarter, almost twice the $19.6 billion of a
year earlier. The amount of loans and leases that were noncurrent
(90 days or more past due or in nonaccrual status) rose by $59.2
billion during the quarter, and are $154.3 billion higher than a
year ago.

"Troubled loans continue to accumulate, and the costs associated
with impaired assets are weighing heavily on the industry's
performance," Chairman Bair noted.  "Nevertheless, compared to a
year ago, we see some positives.  Net interest income is higher,
and noninterest revenue is up at larger banks, particularly
trading revenues.  Realized gains on securities and other assets
improved, too.  But these positive factors were outweighed by
higher expenses for bad loans and for goodwill impairment."

Financial results for the first quarter are contained in the
FDIC's latest Quarterly Banking Profile, which was released today.
Also among the major findings:

Tier 1 capital reached a record high.  Tier 1 capital rose to
almost $70 billion, the largest quarterly increase ever reported
by the industry.  However, much of the increase occurred at
institutions that received capital from the U.S. Treasury
Department's Troubled Asset Relief Program (TARP).  A number of
institutions also reduced their dividends to support capital
growth.  Dividend payments in the first quarter totaled $7.2
billion, about half the $14.0 billion insured institutions paid in
the first quarter of 2008.  The FDIC noted that 97 percent of
insured institutions were well-capitalized by regulatory
standards.

Total assets declined by $302 billion.  Downsizing by a few large
banks caused total industry assets to fall by $302 billion (2.2
percent) during the first quarter.  Two-thirds of all institutions
reported asset growth in the quarter, but reductions at eight
large banks caused the industry total to decline.  Total loans and
leases fell by $159.6 billion (2.1 percent), while assets in
trading accounts declined by $144.5 billion (14.9 percent).

The FDIC's Deposit Insurance Fund (DIF) reserve ratio fell to 0.27
percent.  Growth in insured deposits and a shrinking fund balance
caused the Deposit Insurance Fund's reserve ratio to decline from
0.36 percent of insured deposits to 0.27 percent in the first
quarter.  Insured deposits increased by $82.4 billion (1.7
percent) during the quarter.  The DIF balance declined from $17.3
billion at the end of 2008 (amended from the originally reported
unaudited balance of $19 billion) to $13.0 billion on March 31,
2009. However, the FDIC Board of Directors approved an amended
restoration plan in February that is designed to restore the DIF
reserve ratio to 1.15 percent within seven years.  The FDIC has
already set aside $28 billion in reserve to cover projected losses
for the next 12 months. In addition, the FDIC will collect more
than $8 billion in premiums during the second quarter, including
$5.6 billion from the special assessment the FDIC Board approved
on May 22.

"Insured deposits increased 1.7 percent in the quarter -- some $82
billion -- and they are up by nine percent over the last 12
months," Chairman Bair said. "This growth in insured deposits is a
vote of confidence from bank customers. They obviously see the
value of the FDIC guarantee."

The complete Quarterly Banking Profile is available at
http://www2.fdic.gov/qbp/index.aspon the FDIC Web site.


* FDIC's Problem List of Financial Institutions Grows to 305
------------------------------------------------------------
The Federal Deposit Insurance Corporation said on May 27 that the
number of banks and savings institutions in its "Problem List"
increased to 305 from 252 at the end of 2008.  The 305 banks and
thrifts have combined assets of $220 billion, according to the
FDIC's quarterly banking profile.

The 252 insured institutions with combined assets of $159 billion
on the FDIC's "Problem List" as of year-end was already the
largest since the middle of 2005.  The Problem List had 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.

"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.

The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

                 Problem Institutions      Failed Institutions
                 --------------------      -------------------
Year             Number  Assets (Mil)      Number  Assets (Mil)
----             ------  ------------      ------  ------------
Q1'09             305      $220,047          21         $9,498
2008              252       159,405          25        371,945
2007               76        22,189           3          2,615
2006               50         8,265           0              0
2005               52         6,607           0              0
2004               80        28,250           4            170

                     Most Failures Since 1992

According to the FDIC, 21 insured institutions with combined
assets of $9.5 billion failed during the first quarter of 2009 --
the largest number of failed institutions in a quarter since the
fourth quarter of 1992.

Fifteen banks have already closed two months into the second
quarter.  Bank closures this year have reached 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 led by W.L. Ross & Co.

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.  A list compiled by the TCR shows a
list of the failed banks; their buyers, if any; and the cost of
each failure to the FDIC insurance fund:

                                             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

FDIC's list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

                           Shrinking DIF

The 21 bank failures during the first quarter took a total of $2.2
billion from the FDIC's Deposit Insurance Fund.  Between March 31,
2008 and March 31, 2009, 44 insured institutions with combined
assets of $381.4 billion failed, at an estimated cost to the DIF
of $20.1 billion.

As a result, the DIF decreased by 24.7 percent ($4.3 billion)
during the first quarter to $13.007 billion.  "The reduction in
the DIF was primarily due to a $6.6 billion increase in loss
provisions for actual and anticipated insured institution
failures," the FDIC said.

The DIF's reserve ratio equaled 0.27 percent on March 31, 2009,
down from 0.36 percent at December 31, 2008, and 1.19 percent a
year ago. The March 31, 2009 reserve ratio is the lowest reserve
ratio for a combined bank and thrift insurance fund since March
31, 1993, when the reserve ratio was 0.06 percent.

Due to concerns at the falling DIF reserve ratio, the FDIC Board
on May 22 approved a final rule that imposes a 5 basis point
special assessment as of June 30, 2009. The special assessment
will be levied on each insured depository institution's assets
minus its Tier 1 capital as reported in its report of condition as
of June 30, 2009. The special assessment will be collected
September 30, 2009, at the same time that the risk-based
assessments for the second quarter of 2009 are collected. The
special assessment for any institution will be capped at 10 basis
points of the institution's assessment base for the second quarter
of 2009 risk based assessment.  The final rule also allows the
Board to impose an additional special assessment of up to 5 basis
points on all insured depository institutions based on each
institution's assets minus Tier 1 capital whenever the FDIC
estimates that the DIF reserve ratio will fall to a level that the
Board believes would adversely affect public confidence or to a
level that will be close to or below zero.

A copy of the FDIC's Quarterly Banking Profile for the first
quarter of 2009 is available for free at:

         http://bankrupt.com/misc/FDIC_Mar3109_QBP.pdf


* S&P/Case-Shiller Home Price Index Down Again in March
-------------------------------------------------------
According to Bloomberg, the S&P/Case-Shiller home-price index for
20 metropolitan areas fell 18.7 percent in March 2009 from a year
earlier.  The March decline matched February's and was only
slightly less bad than the 19 percent drop in January that was a
record plunge for the index.  For the first quarter of 2009,
prices were down 19.1 percent, a record over the 21-year history
of the index.  Prices in March were 2.2 percent below February.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Noble Armenians, Inc.
       dba Scholars Armenian School & Art Center
   Bankr. C.D. Calif. Case No. 09-22280
      Chapter 11 Petition filed May 19, 2009
         See http://bankrupt.com/misc/cacb09-22280.pdf

In Re Eliza A. Ross
   Bankr. D. Md. Case No. 09-19025
      Chapter 11 Petition filed May 19, 2009
         Filed as Pro Se

In Re Appelsin, Inc.
   Bankr. C.D. Calif. Case No. 09-20818
      Chapter 11 Petition filed May 20, 2009
         See http://bankrupt.com/misc/cacb09-20818.pdf

In Re The Plan B Group USA LLC
   Bankr. C.D. Calif. Case No. 09-15989
      Chapter 11 Petition filed May 20, 2009
      Chapter 11 Petition dismissed May 20, 2009
         Filed as Pro Se

In Re Heartland Resources, Inc.
   Bankr. W.D. Ky. Case No. 09-10917
      Chapter 11 Petition filed May 20, 2009
         See http://bankrupt.com/misc/kywb09-10917.pdf

   In Re Hydrocarbon Operating Company, Inc.
      Bankr. W.D. Ky. Case No. 09-10918
         Chapter 11 Petition filed May 20, 2009
            See http://bankrupt.com/misc/kywb09-10918.pdf

In Re North Meadow Apartments LLC
       aka North Meadow Apartments, Ltd.
   Bankr. N.D. Miss. Case No. 09-12585
      Chapter 11 Petition filed May 20, 2009
         See http://bankrupt.com/misc/msnb09-12585.pdf

In Re Promax Construction & Associates, LLC
   Bankr. D. Nev. Case No. 09-18305
      Chapter 11 Petition filed May 20, 2009
         See http://bankrupt.com/misc/nvb09-18305.pdf

In Re DTD Enterprises, Inc.
   Bankr. D. N.J. Case No. 09-23063
      Chapter 11 Petition filed May 20, 2009
         See http://bankrupt.com/misc/njb09-23063p.pdf
         See http://bankrupt.com/misc/njb09-23063c.pdf

In Re Marie Rzasa
   Bankr. D. N.J. Case No. 09-23074
      Chapter 11 Petition filed May 20, 2009
         See http://bankrupt.com/misc/njb09-23074.pdf

In Re Squires Motel LLC
   Bankr. N.D. N.Y. Case No. 09-61416
      Chapter 11 Petition filed May 20, 2009
         See http://bankrupt.com/misc/nynb09-61416.pdf

In Re Dimitri Nurseries, Inc.
       aka Dimitris Garden Center
   Bankr. S.D. N.Y. Case No. 09-13258
      Chapter 11 Petition filed May 20, 2009
         Filed as Pro Se

In Re Strange Realty Corp
   Bankr. S.D. N.Y. Case No. 09-13266
      Chapter 11 Petition filed May 20, 2009
         See http://bankrupt.com/misc/nysb09-13266.pdf

In Re Scott C. Sherman
   Bankr. N.D. Tex. Case No. 09-42949
      Chapter 11 Petition filed May 20, 2009
         See http://bankrupt.com/misc/txnb09-42949.pdf

In Re Felipe Espino Torres
      Maribel S. Torres
   Bankr. S.D. Tex. Case No. 09-70383
      Chapter 11 Petition filed May 20, 2009
         See http://bankrupt.com/misc/txsb09-70383.pdf

In Re Hansen's Dairy & Deli, Inc.
   Bankr. E.D. Wisc. Case No. 09-27165
      Chapter 11 Petition filed May 20, 2009
         See http://bankrupt.com/misc/wieb09-27165.pdf

In Re Precision Developments, Inc.
   Bankr. D. Ariz. Case No. 09-11115
      Chapter 11 Petition filed May 21, 2009
         See http://bankrupt.com/misc/azb09-11115p.pdf
         See http://bankrupt.com/misc/azb09-11115c.pdf

In Re SA Development Group LLC
   Bankr. D. Ariz. Case No. 09-11061
      Chapter 11 Petition filed May 21, 2009
         Filed as Pro Se

In Re Steven Richard Rundle
      Rachel Beth Rundle
   Bankr. D. Ariz. Case No. 09-11111
      Chapter 11 Petition filed May 21, 2009
         See http://bankrupt.com/misc/azb09-11111.pdf

In Re Limetree Restaurant Inc.
   Bankr. W.D. Ark. Case No. 09-72510
      Chapter 11 Petition filed May 21, 2009
         See http://bankrupt.com/misc/arwb09-72510.pdf

In Re Steven T. Davis
   Bankr. C.D. Calif. Case No. 09-22514
      Chapter 11 Petition filed May 21, 2009
         See http://bankrupt.com/misc/cacb09-22514.pdf

In Re Paul E. Abrams
   Bankr. E.D. Calif. Case No. 09-30199
      Chapter 11 Petition filed May 21, 2009
         See http://bankrupt.com/misc/caeb09-30199.pdf

In Re Adventures in Paradise, LLC
   Bankr. D. Conn. Case No. 09-50989
      Chapter 11 Petition filed May 21, 2009
         See http://bankrupt.com/misc/ctb09-50989.pdf

In Re Deborah Gore Dean-Pawlik
       aka Deborah Gore Dean
       aka Deborah Pawlik
   Bankr. D. D.C. Case No. 09-00441
      Chapter 11 Petition filed May 21, 2009
         Filed as Pro Se

In Re MPG Ocoee, LTD
   Bankr. M.D. Fla. Case No. 09-10516
      Chapter 11 Petition filed May 21, 2009
         Filed as Pro Se

In Re Gino Vitiello, M.D., P.A.
   Bankr. S.D. Fla. Case No. 09-19880
      Chapter 11 Petition filed May 21, 2009
         See http://bankrupt.com/misc/flsb09-19880.pdf

In Re Psystar Corporation
   Bankr. S.D. Fla. Case No. 09-19921
      Chapter 11 Petition filed May 21, 2009
         See http://bankrupt.com/misc/flsb09-19921.pdf

In Re Hometowne Construction, Inc.
   Bankr. D. Idaho Case No. 09-20536
      Chapter 11 Petition filed May 21, 2009
         See http://bankrupt.com/misc/idb09-20536.pdf

In Re Donald Fletcher, Jr.
       dba Beneficiary of Lake County Trust #5685
   Bankr. N.D. Ind. Case No. 09-22035
      Chapter 11 Petition filed May 21, 2009
         See http://bankrupt.com/misc/innb09-22035p.pdf
         See http://bankrupt.com/misc/innb09-22035c.pdf

   In Re The Cordova, LLC
      Bankr. N.D. Ind. Case No. 09-22036
         Chapter 11 Petition filed May 21, 2009
            See http://bankrupt.com/misc/innb09-22036.pdf

   In Re 28-34 Ruth Street, LLC
      Bankr. N.D. Ind. Case No. 09-22037
         Chapter 11 Petition filed May 21, 2009
            See http://bankrupt.com/misc/innb09-22037.pdf

   In Re 5945 Hyslop Place, LLC
      Bankr. N.D. Ind. Case No. 09-22038
         Chapter 11 Petition filed May 21, 2009
            See http://bankrupt.com/misc/innb09-22038.pdf

In Re Risk Control, LLC
   Bankr. E.D. La. Case No. 09-11490
      Chapter 11 Petition filed May 21, 2009
         Filed as Pro Se

In Re Hawkeye's Grill and Pub, LLC
   Bankr. E.D. Mich. Case No. 09-56006
      Chapter 11 Petition filed May 21, 2009
         See http://bankrupt.com/misc/mieb09-56006p.pdf
         See http://bankrupt.com/misc/mieb09-56006c.pdf

In Re Bradley Rowland Marshall
      Cynthia Marshall
   Bankr. W.D. Wash. Case No. 09-14944
      Chapter 11 Petition filed May 21, 2009
         Filed as Pro Se

In Re William Michael Hall
   Bankr. N.D. Ala. Case No. 09-82114
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/alnb09-82114.pdf

In Re Amber Inn Cocktail Lounge, Inc.
   Bankr. D. Ariz. Case No. 09-11280
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/azb09-11288.pdf

In Re Dale K. Kelso
      Roxane R. Kelso
   Bankr. D. Ariz. Case No. 09-11236
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/azb09-11236.pdf

In Re Flordeliza H. Tarifa
   Bankr. N.D. Calif. Case No. 09-31375
      Chapter 11 Petition filed May 22, 2009
         Filed as Pro Se

In Re Luisa Hansen
       dba Toree Del Greco, Inc.
   Bankr. N.D. Calif. Case No. 09-31378
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/canb09-31378.pdf

In Re Numed Holdings Corporation
   Bankr. N.D. Calif. Case No. 09-31387
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/canb09-31387.pdf

In Re Outdoor Living, Inc.
   Bankr. N.D. Ill. Case No. 09-18542
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/ilnb09-18542.pdf

In Re Jeffrey C. Swank, Sr.
   Bankr. W.D. La. Case No. 09-31066
      Chapter 11 Petition filed May 22, 2009
         Filed as Pro Se

In Re FAR & FRA Enterprises, LLC
   Bankr. D. Md. Case No. 09-19263
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/mdb09-19263.pdf

In Re Michael Henry Watts
   Bankr. E.D. Mich. Case No. 09-56292
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/mieb09-56292.pdf

In Re Armi N. Cana
   Bankr. D. Nev. Case No. 09-18439
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/nvb09-18439.pdf

In Re Suzanne Arcaria
   Bankr. D. Nev. Case No. 09-18437
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/nvb09-18437.pdf

In Re Mac's Restaurant, Inc.
   Bankr. D. N.J. Case No. 09-23295
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/njb09-23295.pdf

In Re Jessica Pollack
       aka Jessica Glass Pollack
   Bankr. S.D. N.Y. Case No. 09-13322
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/nysb09-13322.pdf

In Re NPR Security Guard Inc.
   Bankr. D. P.R. Case No. 09-04189
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/prb09-04189.pdf

In Re Carimbocas, LLC
       dba Carimbocas Caribbean Cuisine
   Bankr. D. S.C. Case No. 09-22280
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/cacb09-22280.pdf

In Re Trinity Communications, LLC
   Bankr. E.D. Tenn. Case No. 09-13154
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/tneb09-13154p.pdf
         See http://bankrupt.com/misc/tneb09-13154c.pdf

In Re Young Sook Chang
   Bankr. M.D. Tenn. Case No. 09-05839
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/tnmb09-05839.pdf

In Re Dimensional Swiss Products, Inc.
   Bankr. W.D. Tenn. Case No. 09-12092
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/tnwb09-12092.pdf

In Re Charles B. Marino
   Bankr. S.D. Tex. Case No. 09-33545
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/txsb09-33545p.pdf
         See http://bankrupt.com/misc/txsb09-33545c.pdf

In Re Wrought Corp.
   Bankr. W.D. Wash. Case No. 09-14980
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/wawb09-14980.pdf

In Re Amy Carchietta
   Bankr. S.D. N.Y. Case No. 09-36368
      Chapter 11 Petition filed May 23, 2009
         See http://bankrupt.com/misc/nysb09-36368.pdf

In Re Delta Maintenance Solutions, LLC
   Bankr. M.D. Tenn. Case No. 09-05852
      Chapter 11 Petition filed May 23, 2009
         See http://bankrupt.com/misc/tnmb09-05852.pdf

In Re Jose Alberto Hopkins
      Ronda Marie Hopkins
   Bankr. M.D. Tenn. Case No. 09-05853
      Chapter 11 Petition filed May 23, 2009
         See http://bankrupt.com/misc/tnmb09-05853.pdf



                            *********

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 ***