TCR_Public/090514.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 14, 2009, Vol. 13, No. 132

                            Headlines


1300 NORTH WOOD: Case Summary & 19 Largest Unsecured Creditors
ACCENTIA BIOPHARMA: May Employ SLS ss Special IP Law Counsel
ADVANTA BANK: S&P Junks Counterparty Credit Rating
ADVANTA CAPITAL: S&P Affirms 'C' Rating on Preferred Stock
ADVANTA CORP: S&P Downgrades Counterparty Credit Rating to 'CC'

ALPHA NATURAL: S&P Puts 'BB-' Rating on Positive CreditWatch
ALPHA NATURAL: Moody's Reviews 'B1' Corporate Family Rating
AMERICAN AXLE: Moody's Downgrades Corporate Family Rating to 'Ca'
AMERICAN INT'L: Congress Lashes at Company, CEO, & Trustees
AMF BOWLING: Default Due to Pact Amendments Cue S&P's Junk Rating

AMF BOWLING: Moody's Junks Probability of Default Rating
ARVINMERITOR INC: Sent Feelers for Loan Amendments, Waivers
ASIA GLOBAL: Readiness Not a Prerequisite to Restitution Claim
ATP OIL & GAS: Bank Debt Trades at 34% Off in Secondary Market
AVIS BUDGET: Bank Debt Sells at 46% Off in Secondary Market

BANK OF AMERICA: Raises $7.3BB From Sale of 5.7% Stake in CCB
BEVERAGES & MORE!: S&P Affirms Corporate Credit Rating at 'B-'
BRUNO'S SUPERMARKETS: Owes Glenwood Autism Some $103,000
CHARTER COMMS: Files Lawsuit Against DirecTV Group Over Ads
CHEMTURA CORP: Default Swaps Valued at 15% at April 14 Auction

CHEMTURA CORP: Gets Go-Signal to Engage Kirkland & Ellis
CHEMTURA CORP: Gets Interim OK to Hire Lazard as Investment Banker
CHEMTURA CORP: Has Green Light to Hire Alvarez & Marsal
CHEMTURA CORP: Heartland, Fidelity Disclose Equity Stake
CHEMTURA CORP: Moody's Puts 'Ba1' Rating on $250 Mil. DIP Loan

CHRYSLER LLC: Union Pac Seeks to Be Excused from Unassumed Lease
CHRYSLER LLC: Reclamation Claimant Says Suit Shouldn't Be Required
CHRYSLER LLC: CSX Wants Common Carrier Lien Protected
CHRYSLER LLC: Court to Consider Retiree Committee Request Today
CHRYSLER LLC: Vehicles Resale Values Fall 6% After Filing

CINRAM INTERNATIONAL: Moody's Cuts Corporate Family Rating to 'B3'
CITIGROUP INC: Smith Barney Hires Merrill, Wells Fargo Brokers
CITIGROUP INC: MUFJ May Cancel $259MM Acquisition of NikkoCiti
CLAIRE'S STORES: Bank Debt Sells at 43% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Sells at 49% Off in Secondary Market

COMDISCO HOLDING: Reports Fiscal 2009 2nd Quarter Results
CONSECO INC: Posts $24.5 Million First Quarter 2009 Net Income
COMPUTER WORLD: Court to Hear Fraud Allegations Against Kevin Gore
CONSECO INC: Unveils Preliminary Results of Shareholder Vote
CONTINENTAL ALLOYS: S&P Puts 'B-' Rating on Negative CreditWatch

COYOTES HOCKEY: Court May Rule Against Team's Transfer to Ontario
DAMON D HOLIWELL: Case Summary & 20 Largest Unsecured Creditors
DANA CORP: Bank Debt Sells at 64% Off in Secondary Market
DANA CORP: Sees Up to $30MM Exposure to Chrysler, GM Collapse
DANIEL F FLYNN: Proposes Maureen P. Steady as Bankruptcy Counsel

DAYSTAR TECHNOLOGIES: May Have to File for Bankruptcy Protection
DIRECTV GROUP: Sued by Charter Communications Sues Over Ads
FAIRPOINT COMMUNICATIONS: Bank Debt Sells at 38% Discount
FORD MOTOR: Equity Offering Won't Affect S&P's 'CCC+' Rating
FRONTIER AIRLINES: Hearing on Exclusivity Extension on May 27

GASTAR EXPLORATION: Moody's Confirms 'Caa3' Senior Secured Rating
GENERAL GROWTH: Court Approves $400MM DIP Loan From Farallon
GENERAL GROWTH: BofA Seeks to Enforce Lien on $721MM Claim
GENERAL GROWTH: Court Bars Utility Cos. From Altering Service
GENERAL GROWTH: NYSE Delists Common Stock From Trading

GENERAL GROWTH: Parties Balk at Bid to Use Cash Collateral
GENERAL GROWTH: Wells Fargo Seeks to Enforce Lien on $67MM Claim
GENERAL MOTORS: Will Warn 1,000 Underperforming Dealers
GENTA INC: Says Funds Won't Last After June, Warns of Bankruptcy
GEORGIA GULF: Inks Forbearances With Noteholders Through June 15

GLOBE MANUFACTURING: 11th Cir. Examines Ordinary Course Defense
GREENBRIER HOTEL: Court to Consider Case Dismissal May 19
GREGORY DAILY: Files for Bankruptcy After $300MM Verdict
HARTMARX CORP: Workers Threaten to Occupy Plant
HARTFORD FINANCIAL: Fitch Cuts Ratings on Junior Bonds to 'BB+'

HAYES LEMMERZ: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
HAYES LEMMERZ: Chapter 11 Filing Cues Fitch's Rating Cut to 'D'
HEXCEL CORPORATION: Moody's Affirms 'Ba3' Corporate Family Rating
HIGH PLAINS: Owes $5.5 Million to Secured Creditors
HLI OPERATING: Chapter 11 Filing Cues Fitch's Rating Cut to 'D'

HLI OPERATING: Moody's Downgrades Corporate Family Rating to 'Ca'
IDLEAIRE TECHNOLOGIES: Court Converts Case to Ch. 7 Liquidation
INMOBILIARIA FUMISA: Moody's Downgrades Bond Ratings to 'Ba2'
INTROGEN THERAPEUTICS: Sells Some Assets, Virus Assets Remain
JOLAN, INC.: Trustee Sells Assets Despite Jr. Lien Protest

JOSEPH VILLA: Involuntary Chapter 11 Case Summary
KB TOYS: Selects Streambank to Lead IP Asset Sale
KIRK CORPORATION: Files for Chapter 11 to Reorganize Debt
LANDSOURCE COMMUNITIES: Barclays Files Second Amended Plan
LANDSOURCE COMMUNITIES: Barclays Seeks OK of $140MM Backstop Deal

LANDSOURCE COMMUNITIES: Disclosure Statement Hearing on May 20
LANDSOURCE COMMUNITIES: Buyer Balks at Washington Square Resale
LANDSOURCE COMMUNITIES: Unit Sues Dolce for Breach of Sale Pact
LAS VEGAS SANDS: Bank Debt Sells at 30% Off in Secondary Market
LEAR CORP: Bank Debt Sells at 55% Off in Secondary Market

LEAR CORP: Lenders Extend Default Waiver Through June 30
LIFEPOINT HOSPITALS: Fitch Affirms Issuer Default Rating at 'BB-'
LINN ENERGY: Moody's Assigns 'B3' Rating on $200 Mil. Notes
LINN ENERGY: S&P Assigns 'B-' Rating on $200 Mil. Senior Notes
LUCKY CHASE: AmTrust Bank Wants Trustee Appointed to Get Payments

MACROVISION SOLUTION: Moody's Upgrades Senior Loan Rating to 'Ba1'
MARATHON HEALTHCARE: Court Okays Paradigm as Preferred Bidder
MARILYN J FOX: Case Summary & 3 Largest Unsecured Creditors
MARLENE SIEGEL: Case Summary & 18 Largest Unsecured Creditors
MASONITE INT'L: Files Asset Report as of December 31, 2008

MASONITE INT'L: Files Schedules of Assets and Debts
MASONITE INT'L: Florida Made Door Files Schedules and Statement
MASONITE INT'L: Masonite Primeboard Files Schedules and Statement
MAXXAM INC: Posts $12.5 Million Net Loss for Q1 2009
MERCURY COMPANIES: Wants Plan Filing Period Extended to June 8

MERUELO MADDUX: May Continue to Use Cash Collateral Until May 27
MGM MIRAGE: Commences Tender Offer for 2009 Senior Notes
MGM MIRAGE: Senior Lenders Agree to Covenant Relief
MGM MIRAGE: To Raise $1 Billion Through Common Stock Offering
MGM MIRAGE: To Raise $1.5BB Through Private Placement of Sr. Notes

MICHAEL CRIBBIN: Case Summary & 20 Largest Unsecured Creditors
MICHAELS STORES: Bank Debt Sells at 25% Off in Secondary Market
MIDWAY GAMES: Creditors Sue Sumner Redstone, Owner & Board
MIDWAY GAMES: Has Modified Bonus Program for Employees
MIDWEST FAMILY: S&P Puts 'BB+' Rating on Negative CreditWatch

MILLENIUM NEW: Moody's Downgrades Corp. Family Rating to 'Caa3'
MIV LEASEHOLDS: Files for Chapter 11 Bankruptcy Protection
MOMENTIVE PERFORMANCE: Bank Debt Sells at 30% Discount
MTI GLOBAL: In Talks with Lenders on Covenant Waivers
NATIONAL DRY CLEANERS: Hearing on Ch. 11 Plan, Conversion May 29

NEIMAN MARCUS: Bank Debt Sells at 25% Off in Secondary Market
NES RENTALS: Moody's Changes Default Rating to 'Caa1/LD'
NORTEL NETWORKS: Has Q1 Loss; Keeps Move to Standalone Businesses
OFFICE DEPOT: Moody's Downgrades Corporate Family Rating to 'B2'
OILEXCO NORTH: Hearing on Chapter 15 Petition Set on May 20

ORIENTAL TRADING: Moody's Confirms 'Caa3' Corporate Family Rating
ORIENTAL TRADING: S&P Downgrades Corporate Credit Rating to 'CCC'
OSI RESTAURANT: Bank Debt Sells at 24% Off in Secondary Market
PACIFIC ETHANOL: May File Chapter 11, Expects $23.9MM Q1 Loss
PMI GROUP: Fitch Downgrades Issuer Default Rating to 'CC/RR5'

POWERMATE CORP: Court Okays Settlement Agreement With Home Depot
PROPEX INC: BNP, Black Diamond Appeal DIP Loan Payment Order
PROPEX INC: Court OKs Stipulation Resolving BNP Paribas Dispute
QUEBECOR WORLD: RR Donnelley Offers $1.35BB Cash, Stock for Assets
RANDA LUGGAGE: Files Ch. 11 in Delaware, Seeks Asset Sale

RECORDANT INC: Former Exec. May Restart Operations Under New Name
RETAIL PRO: Sale of All Assets to Secured Lenders Approved
RH DONNELLEY: Continues Talks With Bondholders and Agent Banks
RICARDO M SANCHEZ: Case Summary & 20 Largest Unsecured Creditors
RIVER WOODS: Files Chapter 11 Petition in Boise

ROSIE T.: Voluntary Chapter 11 Case Summary
S&K FAMOUS: Court Okays Sale Process, Hilco as Lead Bidder
SHEARIN FAMILY: Litigating With Unit Purchasers Over Status
SMURFIT-STONE: Reports $214MM Loss, to Reduce Headcount in 2009
SMURFIT-STONE: Court Extends Lease Decision, Removal Deadlines

SMURFIT-STONE: PwC Bills $1.6MM for 5-Week's Work
SMURFIT-STONE: Seeks 4-Month Extension of Exclusive Periods
SMURFIT-STONE: Seeks to Employ Grubb & Ellis as Real Estate Broker
SMURFIT-STONE: Seeks to Enter Into Zurich Insurance Agreement
SMURFIT-STONE: Sets 2009 Incentive Program; Union Hits Bonuses

SPANSION INC: Directors Report Acquisition of Common Stock
SPANSION INC: Final Cash Collateral Hearing on May 15
SPANSION INC: Japanese Unit Seeks Injunctive Relief
SPANSION INC: Seeks to Employ T. Gray as Tax Consultant
STANFORD FINANCIAL: CIO Charged With Obstruction of Justice

STRATOS GLOBAL: S&P Assigns Ratings on Positive CreditWatch
SUBURBAN PROPANE: S&P Affirms 'BB-' Corporate Credit Rating
SWIFT TRANSPORTATION: Bank Debt Sells at 31% Discount
TALLAHASSEE CENTER: Case Summary & Largest Unsecured Creditor
TARRAGON CORP: Plan Filing Period Extended to August 10

TEXAS MIDWEST: S&P Assigns 'BB' Rating on 2009 Revenue Bonds
TRIBUNE CO: June 12 Bar Date Filing for Proofs of Claim Set
TURNKEY E&P: Posts $1,745 First Quarter Net Loss, $15,181 Deficit
UNI-MARTS, LLC: Debtor's President Not Covered by Automatic Stay
UNITED AIR LINES: Bank Debt Sells at 45% Off in Secondary Market

UNITED AIR LINES: 7th Cir. Says Airport Space Valuation was Flawed
VENETIAN MACAU: Bank Debt Sells at 24% Off in Secondary Market
VICTOR BARCELLONA: Case Summary & 17 Largest Unsecured Creditors
VISTEON CORP: Posts Lower Revenues, Considering Restructuring
WASHINGTON MUTUAL: Shareholders See New Hope to Recoup Losses

WINDSOR QUALITY: S&P Changes Outlook to Stable; Holds 'B+' Rating
WP EVENFLO: Weak December 2008 Quarter Cues Moody's Junk Rating
WYOMING VALLEY: PBGC Negotiates Pact to Preserve Pension Plan

* AlixPartners Opens Office in Washington, DC
* Houlihan Lokey Announces Officer-Level Promotions
* SSG Capital Acquires Special Situations Group From NatCity

* 2009 on Pace to Reach Record-High Number Of Defaults, Says S&P
* Parts Suppliers to Congress: Help Is Needed Now to Save Sector
* Sales Price for Existing Homes Drops Record 14% in Quarter
* Watson Wyatt Study Shows CEO Financial Fortunes Drop Sharply

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


                            *********


1300 NORTH WOOD: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 1300 North Wood LLC
        811 W. Superior St
        Chicago, IL 60642

Bankruptcy Case No.: 09-17206

Chapter 11 Petition Date: May 12, 2009

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

Debtor's Counsel: Abraham Brustein, Esq.
                  Dimonte & Lizak, LLC
                  216 W. Higgins Road
                  Park Ridge, IL 60068
                  Tel: (847) 698-9600 Ext. 221
                  Fax: (847) 698-9623
                  Email: abrustein@dimonteandlizak.com

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

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

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

          http://bankrupt.com/misc/ilnb09-17206.pdf

The petition was signed by Joseph Zivkovic, member-manager of the
Company.


ACCENTIA BIOPHARMA: May Employ SLS ss Special IP Law Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
granted Accentia Biopharmaceuticals, Inc., et al., permission to
employ Saliwanchik, Lloyd & Saliwanchik as special intellectual
property law counsel, nunc pro tunc to the petition date.

As special intellectual property law counsel, SLS will represent
the Debtors in connection with matters involving the Debtors'
intellectual property, including but not limited to filing and
prosecuting patent and trademark applications, handling United
States and foreign filing requirements for the Debtors' patents
and trademarks, and generally advising the Debtors as to all
intellectual property matters.

Charles A Postler, Esq., an attorney at SLS, assured the Court
that the firm does not hold any interest adverse to the Debtors
or their estates, and that the firm is a "disinterested person"
as that term is defined in Sec. 101(14) of the Bankruptcy Code.

Accentia will pay the sum of $20,035 to SLS, which represents 100%
of the costs incurred by SLS on Accentia matters through and
including Feb. 28, 2009.  On each of May 1, June 1, and July 1,
Accentia will pay the sum of $7,525 to SLS, whih amount, in the
aggregate, represents 100% of the fees incurred by SLS on Accentia
matters through and including February 28.  Any fees and costs due
from Accentia for the month of March 2009 will be incorporated in
the next 6-week budget for Accentia to be presented to the Court
at the May 13, 2009 hearing, and will be subject to the approval
of the Court.

Biovest International Inc. will pay the sum of $8,839 to SLS,
which amount represents 100% of the costs inurred by SLS on
Biovest matters through and including February 28, 2009, and one-
third of the fees incurred by SLS on Biovest matters through and
including February 28, 2009.  On each of May 1, 2009, and June 1,
2009, Biovest will pay the sum of $3,816 to SLS, which amount,in
the aggregate, represents the remaining balance of the fees
incurred by SLS on Biovest matters through and including
February 28, 2009.  Any fees and costs due from Biovest to SLS for
the month of March 2009 will be incorporated in the next 6-week
budget for Biovest to be presented to the Court at the May 13,
2009 hearing, and will be subject to approval of the Court.

Prior to performing any serviCes in these cases for the month of
April 2009 and thereafter, SLS will provide a written summary to
the Debtors of the anticipated services to be performed for each
month together wih an estimate of the fees and costs for said
services.

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia Biopharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A.,
represent the Debtors as counsel.  Adam H. Friedman, Esq., at
Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq., at
Genovese Joblove & Battista PA, represent the Official Committee
of Unsecured Creditors as counsel.

Based in Tampa, Florida, Biovest International Inc. (OTC BB: BVTI)
-- http://www.biovest.com/-- is a pioneer in the development of
advanced individualized immunotherapies for life-threatening
cancers of the blood system.  Biovest is a majority-owned
subsidiary of Accentia Biopharmaceuticals Inc., with its remaining
shares publicly traded.

Biovest International Inc.'s consolidated balance sheet at
June 30, 2008, showed $5.9 million in total assets, $36.8 million
in total liabilities, and $4.6 million in non-controlling
interests in variable interest entities, resulting in a
$35.5 million total stockholders' deficit.


ADVANTA BANK: S&P Junks Counterparty Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Advanta Corp., including lowering the long-term
counterparty credit rating to 'CC' from 'CCC'.

At the same time, S&P lowered the counterparty credit rating on
Advanta's primary operating subsidiary, Advanta Bank Corp., to
'CC' from 'B-'.  The rating on the preferred stock of Advanta
Capital Trust I remains at 'C'. The outlook is negative.

The rating action follows Advanta's announcement that the
company's securitization trust, its primary funding vehicle, will
go into early amortization on June 10, 2009.  Also, the company
does not plan to fund any activity for the accounts in the trust
on its balance sheet; therefore, it will shut these accounts down.
It will continue to be a servicer of receivables in the trust but
does not intend to originate any new business.

"Although the company has stated that new business activities may
be considered at some future date, the early amortization along
with the cessation at this point of new business constitutes in
S&P's view a wind down of the business," said Standard & Poor's
credit analyst Rian Pressman.  "We also believe this increases the
likelihood that the regulators may limit the support that ABC
could potentially provide to other parts of the company if
needed."

Advanta has deferred payment on its trust-preferred securities.
S&P's preferred stock rating remains at 'C', reflecting S&P's
criteria for such deferrals.

The negative outlook reflects S&P's opinion of the winding down of
the business and the increased likelihood of regulatory action at
ABC.


ADVANTA CAPITAL: S&P Affirms 'C' Rating on Preferred Stock
----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Advanta Corp., including lowering the long-term
counterparty credit rating to 'CC' from 'CCC'.

At the same time, S&P lowered the counterparty credit rating on
Advanta's primary operating subsidiary, Advanta Bank Corp., to
'CC' from 'B-'.  The rating on the preferred stock of Advanta
Capital Trust I remains at 'C'. The outlook is negative.

The rating action follows Advanta's announcement that the
company's securitization trust, its primary funding vehicle, will
go into early amortization on June 10, 2009.  Also, the company
does not plan to fund any activity for the accounts in the trust
on its balance sheet; therefore, it will shut these accounts down.
It will continue to be a servicer of receivables in the trust but
does not intend to originate any new business.

"Although the company has stated that new business activities may
be considered at some future date, the early amortization along
with the cessation at this point of new business constitutes in
S&P's view a wind down of the business," said Standard & Poor's
credit analyst Rian Pressman.  "We also believe this increases the
likelihood that the regulators may limit the support that ABC
could potentially provide to other parts of the company if
needed."

Advanta has deferred payment on its trust-preferred securities.
S&P's preferred stock rating remains at 'C', reflecting S&P's
criteria for such deferrals.

The negative outlook reflects S&P's opinion of the winding down of
the business and the increased likelihood of regulatory action at
ABC.


ADVANTA CORP: S&P Downgrades Counterparty Credit Rating to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Advanta Corp., including lowering the long-term
counterparty credit rating to 'CC' from 'CCC'.

At the same time, S&P lowered the counterparty credit rating on
Advanta's primary operating subsidiary, Advanta Bank Corp., to
'CC' from 'B-'.  The rating on the preferred stock of Advanta
Capital Trust I remains at 'C'. The outlook is negative.

The rating action follows Advanta's announcement that the
company's securitization trust, its primary funding vehicle, will
go into early amortization on June 10, 2009.  Also, the company
does not plan to fund any activity for the accounts in the trust
on its balance sheet; therefore, it will shut these accounts down.
It will continue to be a servicer of receivables in the trust but
does not intend to originate any new business.

"Although the company has stated that new business activities may
be considered at some future date, the early amortization along
with the cessation at this point of new business constitutes in
S&P's view a wind down of the business," said Standard & Poor's
credit analyst Rian Pressman.  "We also believe this increases the
likelihood that the regulators may limit the support that ABC
could potentially provide to other parts of the company if
needed."

Advanta has deferred payment on its trust-preferred securities.
S&P's preferred stock rating remains at 'C', reflecting S&P's
criteria for such deferrals.

The negative outlook reflects S&P's opinion of the winding down of
the business and the increased likelihood of regulatory action at
ABC.


ALPHA NATURAL: S&P Puts 'BB-' Rating on Positive CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB-'
corporate credit ratings and other ratings on Alpha Natural
Resources Inc. and Foundation Coal Corp. on CreditWatch with
positive implications.

The CreditWatch listing follows the announcement that Alpha and
Foundation have signed a definitive agreement under which they
will merge in an all-stock transaction valued at approximately
$2 billion.

"The combination of the two companies would create an entity with
improved operating diversity and the fourth largest reserve base
in the U.S.," said Standard & Poor's credit analyst Maurice
Austin.  The combined company's reserves would be concentrated in
three major operating basins, Central Appalachia, the Powder River
Basin, and Northern Appalachia.

Under the terms of the transaction, Foundation shareholders will
receive 1.084 shares of the new company, which will retain the
Alpha name, for each share of Foundation, and each share of Alpha
will automatically become one share of the combined company.
Based on the closing price of Alpha's shares on May 8, 2009,
consideration received by Foundation shareholders was valued at
about $32.73 per share.

The companies expect to complete the merger by the end of 2009,
subject to customary closing conditions, including shareholder and
regulatory approvals.  On closing, Alpha shareholders will own
about 59% of the combined entity and Foundation about 41%.  In
addition, Alpha will assume Foundation's outstanding net debt of
approximately $530 million.  Standard & Poor's expects
that Alpha will refinance its existing bank facility upon closing
of the transaction, at which time we'll withdraw the rating.  It
is also S&P's expectation that the 2.375% convertible senior notes
outstanding at Alpha will remain outstanding upon closing.
Standard & Poor's will review the pro forma capital structure in
greater detail after resolving the CreditWatch listing.

In resolving S&P's CreditWatch listing, S&P will meet with
management of the combined entity and review its growth
objectives, integration plans, outlook for the coal industry, and
overall financial policy.  If the outcome of S&P's analysis
resulted in an upgrade, it would likely be limited to one notch.


ALPHA NATURAL: Moody's Reviews 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service placed Alpha Natural Resources, Inc.'s
B1 Corporate Family Rating on review for possible upgrade, and
placed Foundation Coal Holdings, Inc.'s Ba2 CFR on review for
possible downgrade following their announced merger.  At the same
time, the rated debt of each entity was also placed under review.
Alpha and Foundation have agreed to merge in an all-stock deal
valued at approximately $2 billion, which has been approved by
both company's boards of directors.  If the transaction is
completed substantially on the terms outlined by the two
companies, Alpha will repay its existing $233 million senior
secured term loan facility and cancel its existing $375 million
revolving facility while the combined company retains Foundation's
$500 million revolving facility.  The transaction is expected to
close later this year pending customary closing conditions and
regulatory approvals.

The combined entity will be a much larger and more diversified
entity with significant presence in the primary coal producing
regions in the United States.  This should position the new
company to withstand further deterioration in coal market
fundamentals given that the overall macro-economic environment is
expected to remain weak over a protracted period.  While solid
contracted positions should protect credit metrics over the near
term, beyond the next 12 to 18 months, earnings and cash flows
could be pressured as higher price contracts roll off.  Earnings
and cash flow will also continue to suffer if met coal prices and
volumes remain soft due to ongoing weakness in the steel
manufacturing sector.

The review of Alpha's and Foundation's ratings will focus on i)
the capital structure and the relative ranking of the various
components of debt of the combined company, ii) the liquidity
position following the merger, iii) the strategic direction with
regards to the development and capital expenditures associated
with the combined entities' coal assets, and iv) the magnitude of
cost savings and operational synergies that may be realized from
the combination.

Moody's last rating action on Alpha was to affirm its B1 CFR
following an acquisition bid from Cliff's Natural Resources Inc.
on July 16, 2008.  Moody's last rating action on Foundation was to
change its outlook to negative on December 18, 2007.

On Review for Possible Downgrade:

Issuer: Foundation Coal Corporation

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently Ba2

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba2

Issuer: Foundation PA Coal Company

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Ba3 83 - LGD5

On Review for Possible Upgrade:

Issuer: Alpha Natural Resources Inc.

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently B1

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B1

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently Ba3 39 - LGD3

Outlook Actions:

Issuer: Alpha Natural Resources Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Foundation Coal Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Foundation PA Coal Company

  -- Outlook, Changed To Rating Under Review From Negative

Based in Abingdon, Virginia, Alpha Natural Resources, LLC is
engaged in the mining and marketing of thermal and metallurgical
coal.  Foundation Coal Holdings, Inc. is principally a thermal
coal producer based in Linthicum Heights, Maryland.


AMERICAN AXLE: Moody's Downgrades Corporate Family Rating to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service lowered American Axle & Manufacturing
Holdings, Inc.'s Probability of Default Rating to Caa3 from Caa1,
and its Corporate Family Rating to Ca from Caa1.  In a related
action Moody's also lowered the rating on the company's secured
bank credit facilities to Caa2 from B2, lowered the rating on the
unsecured guaranteed notes to Ca from Caa2, and lowered the rating
on the unsecured convertible notes to Ca from Caa2.  The
Speculative Grade Liquidity Rating was affirmed at SGL-4.  The
outlook is negative.

The lowering of American Axle's Probability of Default Rating to
Caa3 considers the impact of the extended summer shutdowns
announced by GM and Chrysler, which represented approximately 74%
and 10% of total sales, respectively in 2008.  The company
estimates that the extended shut downs will lower sales by
approximately $250 million and lower operating results by $80-$85
million in the second and third quarters of 2009.  Moody's
believes this reduction in operating profits will likely trigger a
breach of the company's financial covenants under the senior
secured credit facilities.

The negative outlook considers the considerable uncertainties in
American Axle's ability to stabilize its operations given the
restructuring actions needed to be taken (in or outside of
bankruptcy) by its principal customers GM and Chrysler.  As weak
automotive demand in North America drives the closing of auto
manufacturing plants and cancellation of models and entire brands,
American Axle's business profile will be subject to further
operating and financial risks.  American Axle is expected to
continue cost reductions actions to adjust to new production
levels.  Announced actions include continued downsizing of the
company's Detroit manufacturing operations, salaried workforce
reductions of 25% in 2009, and additional cuts in salaried wages
and benefits and bonuses.  Yet, with an already weakened liquidity
profile, American Axle may lack the financial flexibility to
rapidly respond the challenging business environment.

American Axle's Speculative Grade Liquidity Rating of SGL-4
continues to reflect the expectation that the company's ability to
generate positive free cash flow over the next twelve months will
be pressured by the announcement of GM and Chrysler's extended
summer shut downs.  As of March 31, 2009 the company reported $137
million of cash.  An additional $18 million of cash is classified
as short-term investments in the Reserve Funds.  The company
maintained availability of $174 million under the $477 million
revolving credit facility.  Principal financial covenants under
the amended facilities include a secured debt/EBITDA test and an
EBITDA/interest expense test.  Covenants exclude special and non-
recurring items such as the costs related to restructuring under
the new labor agreement.  Moody's believes the extended summer
shut downs recently announced by GM and Chrysler are likely to
cause a breach of the financial covenants under the secured credit
facilities.  The security provided to the lenders as part of the
bank credit facility amendment limit the company's alternate
sources of liquidity, subject to lien baskets and sale/leaseback
limitations in the respective indentures.

Ratings lowered:

American Axle & Manufacturing Holdings, Inc.

  -- Corporate Family Rating, to Ca from Caa1

  -- Probability of Default Rating, to Caa3 from Caa1

  -- Unsecured guaranteed convertible note, to Ca (LGD5 84%) from
     Caa2 (LGD5, 78%)

American Axle & Manufacturing, Inc.

  -- Secured guaranteed term loan, Caa2 (LGD3, 36%) from B2 (LGD2,
     26%)

  -- Unsecured guaranteed notes, to Ca (LGD5 84%) from Caa2 (LGD5,
     78%);

Ratings affirmed:

  -- SGL-4, Speculative Grade Liquidity Rating

The outlook is negative

Holdings' obligations are guaranteed by American Axle and vice
versa.

The last rating action was on December 16, 2008 when American
Axle's ratings lowered.

American Axle & Manufacturing, Inc., headquartered in Detroit,
Michigan, is a world leader in the manufacture, design,
engineering and validation of driveline systems and related
components and modules, chassis systems, and metal formed products
for light truck, SUV's and passenger cars.  The company has
manufacturing locations in the USA, Mexico, the United Kingdom,
Brazil, China, Poland, and India.  The company reported revenues
of $2.1 billion in 2008.


AMERICAN INT'L: Congress Lashes at Company, CEO, & Trustees
-----------------------------------------------------------
The Wall Street Journal reports that the Congress is still cynical
about American International Group, CEO Edward Liddy, and the AIG
Trust, the three-member board overseeing the government's 80%
ownership stake in the Company.

Liam Pleven at WSJ states that the government has so far committed
up to $173.3 billion in aid to AIG.

WSJ relates that Hogan & Hartson, a law firm for American
International Group, said in a letter sent to Rep. Gary Peters on
May 4 that many risk managers who remain at the Company received
performance bonuses, retention payments or both since the Company
got federal bailout funds in September 2008.

"A substantial number" of employees at AIG and its financial
products unit with "risk management responsibilities" remain at
AIG, and "most of these employees received 2008 performance awards
and/or retention awards pursuant to AIG and FP retention programs
implemented in 2008," WSJ states, citing Hogan & Hartson.

WSJ quoted Mr. Peters as saying, "People who failed very miserably
should not be receiving bonuses.  We definitely have to dig into
this issue more."

WSJ relates that AIG has some programs in place that could result
in workers getting more than $1 billion in incentive and retention
pay.  Mr. Liddy, according to WSJ, said that he will try to reduce
the sums in some instances, and senior managers aren't getting
2008 performance bonuses.

Michael R. Crittenden and Brody Mullins at WSJ relate that
lawmakers criticized AIG and the AIG Trust.  Rep. Edolphus Towns,
chairperson of the House Oversight and Government Reform
Committee, said that it wasn't clear what the trustees -- Jill
Considine, Chester Feldberg and Douglas Foshee -- were actually
doing in their role as holders of the government's ownership
stake, says WSJ.  Other lawmakers, according to WSJ, questioned
whether the three could operate independently, suggesting they
were acting on the whim of the U.S. Treasury and Federal Reserve
Bank of New York, which appointed the trustees in January.  The
report says that the trustees are in close consultation with the
Treasury.

WSJ states that the three trustees said they were operating
independently and were focused on AIG's long-term business plan
and in finding a slate of nominees for the Company's board of
directors.

According to WSJ, lawmakers also pressed Mr. Liddy for the details
of AIG's business plan, "Project Destiny."  WSJ notes that details
on the project are already provided to the New York Fed and the
Treasury.

Monica Langley, Joann S. Lublin, and Liam Pleven at WSJ report
that trustees overseeing taxpayers' controlling stake in AIG are
laying the groundwork for a permanent CEO eventually to replace
Mr. Liddy.  Citing people familiar with the matter, WSJ relates
that the AIG trustees are looking for new board members, and the
new board would search for the next CEO.  Mr. Liddy said that he
wants to step down when he feels he has made "enough progress,"
and "not longer than a year" from now, according to WSJ.

Mr. Liddy told U.S. lawmakers on Wednesday that he is concerned
about potential problems with the commercial real-estate market
and AIG's CRE portfolio, Michael R. Crittenden at Dow Jones
Newswires states.

Citing Mr. Liddy, Dow Jones says that AIG has a substantial real-
estate portfolio, but losses in the commercial real-estate market
helped cause the Company's large fourth-quarter loss.  Mr. Liddy
said that further economic disruption is reason to worry, Dow
Jones reports.

                  About American International

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

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

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

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

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

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

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

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


AMF BOWLING: Default Due to Pact Amendments Cue S&P's Junk Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on AMF Bowling Worldwide Inc. to 'CC' from 'B-'.  In
addition, S&P lowered the issue-level rating on the company's
first- and second-lien secured credit facilities.  At the same
time, S&P placed the corporate credit and all issue-level ratings
on AMF Bowling on CreditWatch with negative implications.

Mechanicsville, Virginia-based AMF Bowling, the largest operator
of bowling centers in the U.S., had total debt of $326 million as
of March 29, 2009.

"The rating actions reflect our view that the company's recent
amendment to its credit agreements which permit AMF to repurchase
an unlimited amount of its term loans with new equity from its
owners is tantamount to a default under Standard & Poor's
criteria," said Standard & Poor's credit analyst Hal F. Diamond.
The term loans are trading at a significant discount to the par
amount, and buybacks would be done by means of a Dutch tender
offer expiring June 20.

"We have taken this view in light of the company's highly
leveraged financial profile, negative discretionary cash flow,
limited liquidity, and weak operating outlook," said Mr. Diamond.
The bowling center business faces declining league participation
and increasing competition from other forms of entertainment.


AMF BOWLING: Moody's Junks Probability of Default Rating
--------------------------------------------------------
Moody's Investors Service lowered the probability-of-default
rating for AMF Bowling Worldwide, Inc. to Caa3 from B3 based on
the lender approval of a bank amendment that permits the company
to prepay first and second lien debt in the open market, via a
Dutch auction process, at a discount.  Moody's would likely
consider this transaction a distressed exchange due to
expectations of significant loss to lenders relative to the
original obligation.  AMF plans to raise an undetermined level of
new equity to support these prepayments.  A distressed exchange
constitutes a default for ratings purposes (though not for legal
purposes), and the downgrade of the PDR reflects elevated default
risk.  The ratings outlook was revised to negative from stable.

Notwithstanding the potential for improvement in AMF's credit
profile over the medium-term from the debt repurchase, Moody's
affirmed the B3 corporate family rating.  The B3 rating continues
to reflect the company's high leverage and Moody's concern that a
weak economy may continue to pressure constant center revenue, and
thus, profitability.

As mentioned, AMF expects to raise equity to support the debt
buyback as the amendment limits the amount of its own cash that
can be used for debt repurchases to $5 million (which the company
must apply to the first lien term loan).  As per the amendment,
the prepayment period expires on June 20, 2009.

The negative outlook primarily reflects Moody's opinion, that
should the transaction take place and lenders realize a loss,
there is downward pressure on the probability-of-default rating
and credit facility ratings to reflect this realized loss.  The
negative outlook also reflects concerns over the impact of weak
consumer spending on the company's sales and profitability levels.

This rating was downgraded:

  -- Probability-of-Default Rating to Caa3 from B3.

These ratings were affirmed:

  -- Corporate Family Rating at B3;

  -- $40 million first lien revolver due 2012 at B1 (LGD3, 31%);

  -- $245 million first lien term loan due 2013 at B1 (LGD3, 31%);

  -- $80 million second lien term loan due 2013 at Caa2 (LGD5,
     80%).

Moody's subscribers can find additional information in the AMF
Credit Opinion published on Moodys.com.

The last rating action was on February 24, 2009 when Moody's
downgraded AMF's corporate family rating to B3 from B2 and the
second lien term loan rating to Caa2 from Caa1.  Moody's also
affirmed the B1 rating on the first lien senior secured credit
facilities.

Headquartered in Richmond, Virginia, AMF Bowling Worldwide, Inc.
is the largest operator of bowling centers in the world with
approximately 322 centers in operation, including nine centers
outside the US.  AMF had revenues of $452 million for the twelve
months ended March 29, 2009.


ARVINMERITOR INC: Sent Feelers for Loan Amendments, Waivers
-----------------------------------------------------------
ArvinMeritor Inc. said in a regulatory filing with the Securities
and Exchange Commission that it is possible the company may be
required to obtain an amendment to the senior secured credit
facility and its U.S. securitization facility by the end of its
third fiscal quarter to allow additional flexibility under the
senior secured debt to EBITDA covenant contained therein and, in
the absence of a waiver, to prevent a default under such
facilities.  If amendments or waivers are not necessary before the
end of the third quarter, it is increasingly likely that the
company will require them prior to the end of the fiscal year.  If
such amendments or waivers are needed and are not obtained, the
lenders under these facilities could accelerate the company's
obligations, which, through cross defaults, could allow
acceleration of obligations under certain of its other debt
arrangements, including its outstanding convertible notes.  If
amendments or waivers are needed, the company would negotiate with
the lenders under these facilities to obtain an amendment or
waiver which would allow the required additional financial
flexibility.

"We have had initial communications with the agent bank regarding
a possible amendment or waiver consistent with others accomplished
in the industry.  However, there can be no assurances as to
whether any such amendment or waiver may be obtained or, if
obtained, whether the terms and restrictions of such amendment or
waiver will be as favorable as current arrangements," ArvinMeritor
said.

As reported by the Troubled Company Reporter, ArvinMeritor posted
a net loss of $47 million for the three months ended March 31,
2009, on sales of $1.11 billion.  The Company had $2.87 billion in
total assets; $1.29 billion in current liabilities, $1.37 billion
in long-term debt, $654 million in retirement benefit obligations,
$272 million in other liabilities, and $50 million in minority
interests, resulting in $769 million in shareowners' equity.

ArvinMeritor noted that commercial and light vehicle production
and sales volumes have declined significantly in most markets.
Management believes volumes will continue to be at severely
depressed levels and that the impact of these lower volumes will
continue to impact the company's profitability and cash flow for
the remainder of fiscal year 2009 and possibly longer.  The
company's cash and liquidity needs have been impacted by the
level, variability and timing of its customers' worldwide vehicle
production and other factors outside of its control.  In addition,
although the company is pursuing a long term strategy to become
primarily a commercial vehicle systems business, the financial and
economic environment has made this difficult to accomplish in the
short term and has left it with servicing the cash outflows of
certain of its light vehicle businesses, which have been
substantial.  Cash flow in the first half of fiscal year 2009 was
negatively affected by decreased earnings due to lower sales and
will continue to be negatively impacted during the remainder of
fiscal year 2009 due to expected production declines, the
resulting restructurings and the current volatility in the
financial markets, which could affect certain of the company's
customers or vendors.  The company saw its usage of the revolving
credit facility under its senior secured credit facility
throughout the first half of the fiscal year increase
significantly to meet working capital and other operational needs.

At March 29, 2009, the company had $165 million in cash and cash
equivalents and an undrawn amount of $311 million under the
revolving credit facility.

Availability under the revolving credit facility is subject to a
senior secured debt to EBITDA ratio covenant, as defined in the
agreement, which may limit borrowings under the agreement as of
each quarter end.  In the second quarter, the company's credit
rating was downgraded by credit rating agencies and there were
significant declines in its stock price.

A full-text copy of ArvinMeritor's quarterly report is available
at no charge at http://ResearchArchives.com/t/s?3cd1

                       About ArvinMeritor

ArvinMeritor, Inc. -- http://www.arvinmeritor.com/-- is a premier
global supplier of a broad range of integrated systems, modules
and components to the motor vehicle industry.  The company marks
its centennial anniversary in 2009.  ArvinMeritor serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.  ArvinMeritor common stock is traded on the New
York Stock Exchange under the ticker symbol ARM.

                          *     *     *

In February 2009, Standard & Poor's Ratings Services lowered its
corporate credit rating on ArvinMeritor to 'CCC+' from 'B' and
lowered its issue-level ratings on the company's debt.  All
ratings were removed from CreditWatch, where they had been placed
on November 13, 2008.  The outlook is negative.  The downgrade
reflects S&P's view that both the commercial vehicle and light-
vehicle segments will face severe problems in 2009.

Moody's Investors Service and Fitch Ratings followed in March.
Moody's lowered the Corporate Family and Probability of Default
ratings of ArvinMeritor to Caa1 from B2.  In a related action, the
rating of the senior secured revolving credit facility was lowered
to B1 from Ba2, and the rating of the senior unsecured notes was
lowered to Caa2 from B3.  ArvinMeritor's Speculative Grade
Liquidity Rating also was lowered to SGL-4 from SGL-3.  The
outlook is negative.

Fitch Ratings downgraded ArvinMeritor's Issuer Default Rating and
outstanding debt ratings:

  -- IDR to 'CCC' from 'B-';
  -- Senior secured bank facility to 'B/RR1' from 'BB-/RR1';
  -- Senior unsecured notes to 'CC/RR5' from 'B-/RR4'.

The ratings remain on Rating Watch Negative pending resolution of
potential federal government aid to General Motors and the
associated impact on industry production.  The Watch Negative is
also based on ARM's eroding margins, persistent negative cash
flows, the potential need for covenant relief in mid-2009 and
related liquidity concerns.  The downgrades affect approximately
$1.7 billion of debt.


ASIA GLOBAL: Readiness Not a Prerequisite to Restitution Claim
--------------------------------------------------------------
WestLaw reports that under New York law, in order to obtain
restitution of the downpayment that it had made in entering into a
contract, as opposed to expectation damages based on what it would
have realized had the Chapter 7 debtor not repudiated the contract
and performed as promised, the nonbreaching party did not have to
show that it was ready, willing and able to perform by taking down
the bandwidth on the debtor's fiber optic network for which it had
contracted.  The lack of evidence of its ability to perform was no
bar to damages measured by its restitutionary interest.  In re
Asia Global Crossing, Ltd., --- B.R. ----, 2009 WL 1163977
(S.D.N.Y.).

                       About Asia Global

Asia Global Crossing Ltd., through its direct and indirect
subsidiaries, as well as through a number of in-country joint
ventures and commercial arrangements with Asian partners, provided
the Asia Pacific region with a broad range of integrated
telecommunications and IP services.  The Company filed for chapter
11 protection on November 17, 2002 (Bankr. S.D.N.Y. Case No.
02-15749).  When the Debtor filed for protection from its
creditors, it listed $2,279,771,000 in total assets and
$2,616,316,000 in total debts.  David M. Friedman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, represented the Debtor
in its restructuring efforts.  The Court converted the Debtor's
Chapter 11 case to a Chapter 7 proceeding on June 11, 2003.  The
Court appointed Robert L. Geltzer as the Debtor's Chapter 7
trustee.  Attorneys at Golenbock Eiseman Assor Bell & Peskoe LLP
represent Mr. Geltzer.


ATP OIL & GAS: Bank Debt Trades at 34% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which ATP Oil & Gas
Corp. is a borrower traded in the secondary market at 65.85 cents-
on-the-dollar during the week ended May 8, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 5.47 percentage points
from the previous week, the Journal relates.   The loan matures
December 30, 2013.  The Company pays 475 basis points above LIBOR
to borrow under the facility.  The bank debt is not rated by
Moody's and and S&P.

As reported by the Troubled Company Reporter on May 6, 2009,
participations in a syndicated loan under which ATP Oil & Gas is a
borrower traded in the secondary market at 60.38 cents-on-the-
dollar during the week ended May 1, 2009, an increase of 7.88
percentage points from the previous week.

Participations in a syndicated loan under which ATP Oil & Gas is a
borrower traded in the secondary market at 54.50 cents-on-the-
dollar during the week ended March 6, 2009.

ATP Oil & Gas Corp. -- http://www.atpog.com/-- is an
international offshore oil and gas development and production
company with operations in the Gulf of Mexico and the North Sea.
The company trades publicly as "ATPG" on the NASDAQ Global Select
Market.


AVIS BUDGET: Bank Debt Sells at 46% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 54.00
cents- on-the-dollar during the week ended May 8, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 8.53 percentage
points from the previous week, the Journal relates.   The loan
matures April 1, 2012.  The Company pays 125 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba3 rating and S&P's CCC+ rating.

Meanwhile, participations in a syndicated loan under which Dana
Corp. is a borrower traded in the secondary market at 35.29 cents-
on-the-dollar during the week ended May 8, 2009, an increase of
5.79 percentage points from the previous week.   The loan matures
January 31, 2015.  The Company pays 375 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B+ rating.

Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 44.78 cents-on-the-
dollar during the week ended May 8, 2009, an increase of 5.38
percentage points from the previous week.  The loan matures
March 29, 2012.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and S&P.

As reported in yesterday's Troubled Company Reporter,
participations in a syndicated loan under which Visteon Corp. is a
borrower traded in the secondary market at 24.19 cents- on-the-
dollar during the week ended May 8, 2009, an increase of 3.19
percentage points from the previous week.   The loan matures
May 30, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's B- rating.

Participations in a syndicated loan under which General Motors
Corp. is a borrower traded in the secondary market at 59.15 cents-
on-the-dollar during the week ended May 8, 2009, a drop of 5.50
percentage points from the previous week.  The loan matures
November 27, 2013.  The Company pays 275 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's CCC rating.

                       About Avis Budget

Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.

                           *     *     *

As reported by the Troubled Company Reporter on April 30, 2009,
Standard & Poor's Ratings Services assigned a '6' recovery rating
to Avis Budget Car Rental LLC's (CCC+/Developing/--) unsecured
notes, indicating expectations of negligible (0%-10%) recovery of
principal in the event of a payment default.  Avis Budget Car
Rental LLC is a subsidiary of Avis Budget Group Inc.
(CCC+/Developing/--).


BANK OF AMERICA: Raises $7.3BB From Sale of 5.7% Stake in CCB
-------------------------------------------------------------
Bank of America Corp. raised $7.3 billion from the sale of a 5.7%
stake in China Construction Bank Corp., Rick Carew and Costas
Paris at The Wall Street Journal report, citing people familiar
with the matter.

According to WSJ, BofA is seeking to boost its financial standing
because of new U.S. government requirements.  WSJ states that BofA
must raise $34 billion in capital to meet the requirements of a
U.S. government stress test for lenders.

Citing people familiar with the matter, WSJ relates that BofA sold
13.5 billion shares, or one-third of its 16.7% stake, in CCB for
HK$4.20 per share.  The report says that China Life Insurance
(Group) Co., Temasek Holdings Pte. Ltd., and Hopu Investment
Management Co. bought the block of shares together.

A BofA spokesperson, according to WSJ, said that the Company is
still "a major shareholder and strategic partner of CCB."

WSJ states that BofA will raise $17 billion through a new common
stock offering and conversion of private preferred shares into
common stock.

           Tim Huval Named Delaware Market President

BofA has named Tim Huval as Delaware market president.  Mr. Huval
will assume the market president role from Ric Struthers, who will
focus on his role as President for Global Card Services.
Mr. Struthers will continue his local community activities
including chairing the Delaware State Chamber and will also
maintain his involvement on behalf of the bank as Board member of
Bank of America's Charitable Foundation.

As president, Mr. Huval will be the senior executive for local
business, civic and philanthropic leadership for BofA in Delaware.
He will work to strengthen communication and integration among the
Company's local business lines, continuously improve the customer
experience, grow revenue and represent BofA in the community.

"Delaware is a critical market for Bank of America and we are
fortunate to have a strong, proven leader like Tim to head our
team locally," Mr. Struthers said.  "Although I will continue to
be very active in the local community, Tim will take on the day-
to-day leadership of the local market leadership team.  His
experience with the bank and his strong civic ties will enable him
to be an effective champion for business growth, community
investment and neighborhood vitality on behalf of Bank of
America."

In addition to his new responsibilities, Mr. Huval also serves as
the Card Operations executive for the Bank of America Card
Services organization, reporting to Struthers.  In this role, he
is responsible for Global Consumer Fraud Prevention, Customer
Experience, Customer Service, Production Operations, Business
Operations and Process Excellence, Consumer Claims, and Customer
Marketing.

Mr. Huval has a diverse professional background, including his
previous roles within BofA as the Senior Human Resources
executive, as well as Chief Information Officer for Global Wealth
& Investment Management.  He has held various other senior
executive leadership roles in the bank.

Mr. Huval has earned a master's degree in public administration
from Brigham Young University, a bachelor's degree in marketing
from Weber State University, and an associate's degree in business
management from Salt Lake Community College.  In March 2007, Mr.
Huval was awarded an honorary Doctorate in Humane Letters from
Salt Lake Community College.  He has received many other honors
throughout his career.

In Delaware, Mr. Huval is a strong advocate of giving back to our
communities.  He is an active board member of the United Way of
Delaware, the Delaware Children's Museum and the Delaware Business
Roundtable.

                      About Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.


BEVERAGES & MORE!: S&P Affirms Corporate Credit Rating at 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed the corporate
credit rating on Concord, California-based Beverages & More! Inc.
at 'B-' and removed the company from CreditWatch, where they were
placed with negative implications on Feb. 25,
2009.  The outlook is negative.

On February 25, 2009, S&P placed its ratings on BevMo on
CreditWatch with negative implications, reflecting weak same-store
sales growth, expectations for ongoing challenges in the retail
environment over at least the near term, regional concentration in
areas where the recession has had a dramatic impact, and the
deterioration of the company's credit protection profile.

"As S&P reviewed the rating," said Standard & Poor's credit
analyst David Kuntz, "we anticipate that performance is likely to
remain weak over the near term, but that the company's liquidity
position will remain adequate due to its ability to moderate its
growth and manage its working capital."

"Recent operations have been below expectations," continued Mr.
Kuntz, "and S&P anticipates that performance could be
significantly challenged over the near term due to a decline in
consumer spending on alcoholic beverages and regional exposure to
California and Arizona."  Furthermore, S&P believes the company's
related products and specialty foods could be particularly
susceptible to recessionary pressures.  "Operating margins are
likely to be hurt in the near term by negative operating leverage,
increased promotional activity and markdowns, and consumers
trading down to lower margin items," added Mr. Kuntz.


BRUNO'S SUPERMARKETS: Owes Glenwood Autism Some $103,000
--------------------------------------------------------
Dawn Kent at The Birmingham News reports that Glenwood Autism and
Behavioral Health Center said that it is owed about $103,000 by
Bruno's Supermarkets LLC.

According to Birmingham News, Glenwood Autism said that the
grocery stores collected about $103,000 during the Glenwood
Holiday Pecan fundraising sale in 2008.  Birmingham News relates
that the money wasn't paid to Glenwood Autism.

Citing Glenwood Autism, Birmingham News states that the loss has
created a "financial hole" for programs for people affected by
autism and almost eliminates the total funds raised.

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

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


CHARTER COMMS: Files Lawsuit Against DirecTV Group Over Ads
-----------------------------------------------------------
The Associated Press reports that Charter Communications Inc. is
suing DirecTV Group Inc. over advertisements that tell subscribers
to switch TV service.  According to The AP, the ads are touting
Charter Communications' bankruptcy filing.

The AP relates that Charter Communications alleged that DirecTV
used "false and misleading" ads claiming that Charter couldn't
provide the latest technology, add high-definition channels or
offer new exclusive programming given its financial troubles.
The ads have been running in print, radio, billboards, and direct
mailings to consumers in Connecticut, Illinois, Louisiana,
Michigan, Missouri, Nevada, South Carolina, and Wisconsin, The AP
states, citing Charter Communications.

According to The AP, DirecTV spokesperson Robert Mercer said that
the Company stands "by the accuracy of our advertising."

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

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

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

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

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

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


CHEMTURA CORP: Default Swaps Valued at 15% at April 14 Auction
--------------------------------------------------------------
Credit default swaps insuring the debt of Chemtura Corporation
were valued 15% of the amount of debt they insure in an auction
held on April 14, 2009, auction administrators Creditex and Markit
said in report by Reuters.  This means that sellers of protection
on Chemtura's debt will need to pay out 85% of the amount of bonds
they insured, according to Reuters.

Also, CDS insuring the legacy debt of Great Lakes Corporation, an
affiliate of Chemtura, was determined to be worth about 18.25% in
the auction, Reuter addedthe report disclosed.  Payments on the
contracts were reportedly triggered after Chemtura's U.S.
operations filed for Chapter 11 bankruptcy protection.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Gets Go-Signal to Engage Kirkland & Ellis
--------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York authorized Chemtura Corp. and its affiliates
to employ Kirkland & Ellis, LLP, as their attorneys, nunc pro tunc
to the Petition Date.

The Debtors chose Kirkland & Ellis because the firm has become
familiar with their businesses and many of the potential legal
issues that are likely to arise in their Chapter 11 cases.

As attorneys to the Debtors, Kirkland & Ellis will:

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

  (b) advise and consult on the conduct of the Chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11;

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

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

  (e) prepare all pleadings, including motions, applications,
      answers, orders, reports and papers necessary or otherwise
      beneficial to the administration of the Debtors' estates;

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

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

  (h) appear before the Court and any appellate courts to
      represent the interests of the Debtors' estates before
      those courts;

  (i) consult with the Debtors regarding tax matters;

  (j) take any necessary action on behalf of the Debtors to
      negotiate, prepare on behalf of the Debtors and obtain
      approval of a Chapter 11 plan and all documents related
      to the Plan; and

  (k) perform all other necessary or otherwise beneficial legal
      services for the Debtors in connection with the
      prosecution of their Chapter 11 cases, including
      (i) analyzing the Debtors' leases and contracts and the
      assumptions, rejections or assignments, (ii) analyzing the
      validity of liens against the Debtors, and (iii) advising
      the Debtors on corporate and litigation matters.

The Debtors have proposed to pay Kirkland & Ellis for its services
based on the firm's current hourly rates:

           Professional               Hourly Rate
           ------------               -----------
           Partners                   $550 to $965
           Of Counsel                 $390 to $965
           Associates                 $320 to $660
           Paraprofessionals          $110 to $280

Richard M. Cieri, Natasha M. Labovitz and Michael A. Cohen will
have primary responsibility for providing services for them in
relation to the Kirkland & Ellis engagement.

The Debtors also proposed to reimburse Kirkland & Ellis for actual
and necessary expenses it incurred or will incur, including
postage, overnight mail, courier delivery, transportation,
overtime expenses, computer assisted legal research, photocopying
and meals.

According to the Debtors, they have paid approximately $2,400,000
as classic retainers to Kirkland & Ellis on these dates:

           Payment Date              Classic Retainer
           ------------              ----------------
           12/30/2008                    $100,000
           02/18/2009                   1,000,000
           03/11/2009                     400,000
           03/13/2009                     500,000
           03/16/2009                     400,000

Natasha M. Labovitz, Esq., a partner at Kirkland & Ellis LLP, in
New York, attested that her firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code and
as required by Section 327(a) of the Bankruptcy Code.  She
maintained that her firm does not hold or represent an interest
adverse to the Debtors' estates, and has no connection to the
Debtors, their creditors or their related parties.

In response to the concerns raised by U.S. Trustee Diana G. Adams
on the firm's disinterestedness, Ms. Labovitz made these
disclosures in a supplemental declaration:

   (a) Dana Yankowitz, an associate of Kirkland & Ellis, was an
       employee of the U.S. Bankruptcy Court for the District of
       New York from September 2007 to September 2008.

   (b) An affiliate of a potential financing party to the Debtors
       and an affiliate of Bank of New York Mellon Trust Company,
       the successor trustee to the Debtors' $370 million
       indenture, are clients of Kirkland & Ellis in matters
       unrelated to the Debtors' cases.

   (c) Richard M. Cieri, a limited partner of PCM Activist Feeder
       Fund LP, which owns an investment in Tria Partners, which
       in turn owns stocks of Chemtura Corp., has taken steps to
       sell his interest in the PCM fund.

Ms. Labovitz also provided disclosure pertaining to her firm's
representation of J.P. Morgan Trust Company, Citigroup, Inc., and
Citibank N.A., Canada, in response to the U.S. Trustee's request
for additional disclosure.

A full-text copy of Ms. Labovitz's declaration is available for
free at http://bankrupt.com/misc/chemtura_LabovitzDeclaration.pdf

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Gets Interim OK to Hire Lazard as Investment Banker
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Chemtura Corp. to employ Lazard Freres & Co. LLC as
their investment banker nunc pro tunc to the Petition Date, on an
interim basis.

Lazard will:

  (a) review and analyze the Debtors' business, operations and
      financial projections;

  (b) evaluate the Debtors' potential debt capacity in light of
      its projected cash flows;

  (c) assist in determining a capital structure for the Debtors;

  (d) assist in determining a range of values for the Debtors
      on a going concern basis;

  (e) advise the Debtors on tactics and strategies for
      negotiating with the stakeholders;

  (f) render financial advice to the Debtors and participate in
      meetings or negotiations with stakeholders and rating
      agencies or other appropriate parties in connection with
      the restructuring;

  (g) advise the Debtors on the timing, nature and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to the restructuring;

  (h) advise and assist the Debtors in evaluating potential
      financing transactions by the Debtors;

  (i) assist the Debtors in preparing documentation within
      Lazard's area of expertise that is required in connection
      with the restructuring;

  (j) attend meetings of the Debtors' Board of Directors and its
      committees with respect to matters on which Lazard has
      been engaged to advise the Debtors;

  (k) provide testimony, as necessary, with respect to matters
      in which Lazard has been engaged to advise the Debtors in
      any proceeding before the Court; and

  (l) provide the Debtors with other financial restructuring
      advice.

The Debtors have proposed to entitle Lazard to monthly fees,
restructuring fee and financing fees:

  1. A monthly fee of $250,000 will be payable to Lazard on the
     first day of each month until the earlier of the
     consummation of the Debtors' Restructuring or the
     termination of Lazard's engagement.

     One-half of each Monthly Fee paid relating to any month
     after August of 2009 will be credited against the
     Restructuring Fee.  Lazard will also be entitled to a
     minimum of $1,000,000 in monthly fees without regard to the
     outcome of any restructuring or any termination by the
     Debtors.

  2. A fee of $7,000,000 will be payable to Lazard upon
     consummation of any Restructuring of the Debtors in their
     bankruptcy proceedings.

  3. A fee equal to the amount set forth in the Engagement
     Letter will be payable to Lazard upon consummation of any
     financing.  One-half of any Financing Fee paid will be
     credited against any Restructuring Fee subsequently
     payable.  More than one Financing Fee may be payable.

The Debtors said the fee structure has been agreed upon by the
parties in anticipation that a substantial commitment of
professional time and effort will be required of Lazard and its
professionals.

Regardless of whether any transaction occurs, the Debtors will
reimburse Lazard for all reasonable expenses the firm incurred
and will incur in connection with its engagement.  A full-text
copy of the Lazard engagement letter is available for free at:

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

The Debtors have agreed to indemnify, hold harmless and defend
Lazard and its affiliates and their officers and members.

Prior to the Petition Date, the Debtors paid Lazard $1,500,000.
As of the Petition Date, the Debtors aver that they do not owe
any prepetition amounts to Lazard.

Daniel M. Aronson, a managing director of Lazard Freres & Co.
LLC, in New York, maintained that his firm is a disinterested
person as that term is defined under Section 101(14) of the
Bankruptcy Code, as required by section 327(a) of the Bankruptcy
Code.

In response to the request of the U.S. Trustee, Mr. Aronson
confirmed that only one professional of the firm's UK affiliate,
Lazard & Co. Limited, has been assisting Lazard Freres with its
engagement by the Debtors.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Has Green Light to Hire Alvarez & Marsal
-------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York allowed Chemtura Corporation and its
affiliates to employ Alvarez & Marsal North America, LLC, and its
subsidiaries, agents, independent contractors and employees, as
crisis managers nunc pro tunc to the Petition Date, pursuant to
the terms of their second engagement letter.

The Debtors appointed Ray Dombrowski, a managing director of A&M,
as their chief restructuring officer.

Before the Petition Date, the Debtors engaged A&M as their
restructuring consultant to assist them with certain financial
issues.

The Debtors had said the agent for the DIP lenders require them to
employ the services of a restructuring advisory firm and a chief
restructuring officer as a condition to the postpetition financing
commitment.  Accordingly, on the Petition Date, the Debtors and
A&M entered into a second engagement letter, a copy of which is
available for free at:

   http://bankrupt.com/misc/chemtura_2ndEnggmtnLtr_Alvarez.pdf

Pursuant to the Second Engagement Letter, Mr. Dombrowski will
serve as the Debtors' CRO after the Petition Date.  A&M will also
provide other A&M employees to support Mr. Dombrowski and the
Debtors' management team in their restructuring efforts during
these Chapter 11 cases.

The Second Engagement Letter provides that the CRO, together with
any Additional Personnel:

  (a) in cooperation with the Debtors' chief executive officer
      and chief financial officer, will perform a financial
      review of the Debtors, including a review and assessment
      of financial information that has been, and that will be,
      provided by the Debtors to their creditors, including its
      short and long-term projected cash flows;

  (b) will assist in identifying cost reduction and operations
      improvement opportunities, develop and report on cash
      management activities and compliance with the covenants
      under the DIP Financing;

  (c) will assist the CEO in developing for the Board's review
      possible restructuring plans or strategic alternatives for
      maximizing the enterprise value of the Debtors' various
      business lines, including assisting with any asset sales;

  (d) will serve as the principal contact with the Debtors'
      creditors regarding the Debtors' financial and operational
      matters, and will act as contact for the Debtors and
      Prepetition lenders, as well as the unsecured creditors
      committee and any other statutory or ad hoc committee that
      may be formed;

  (e) will assist in developing and preparing a Chapter 11 plan
      of reorganization, will assist in preparing schedules of
      assets and liabilities and statements of financial
      affairs, and will assist in the claims management process;
      and

  (f) will perform other services as requested or directed by
      the Board and CEO and agreed to by that officer.

The Debtors will pay the CRO a $150,000 monthly fee for his
services.  They will also pay for the services of the A&M
professionals according to this hourly rate:

            Professional              Hourly Rate
            ------------              ------------
            Managing Directors        $700 to $800
            Directors                 $500 to $700
            Associates                $350 to $500
            Analysts                  $250 to $350

The Debtors also propose to entitle A&M to a $3,000,000 incentive
compensation payable on the earlier of:

  (i) the consummation of a chapter 11 reorganization plan, or

(ii) the sale, transfer or other disposition of all or a
      substantial portion of the assets or equity of the Debtors
      in one or more transactions.

The Debtors will also reimburse A&M for reasonable out-of-pocket
expenses incurred in connection with the firm's representation of
the Debtors.  They will also reimburse A&M and its counsel for
fees and expenses incurred in negotiating and preparing the
Second Engagement Letter.

A&M will not take a retainer except as to any amounts remaining
after crediting time against the $300,000 retainer under its
First Engagement Letter with the Debtors.

Moreover, the Debtors will indemnify and hold harmless A&M, its
affiliates and their respective shareholders, members, managers,
employees, agents, representatives, and subcontractors under
certain circumstances, pursuant to an Indemnification Agreement,
a full-text copy of which is available for free at:

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

Before the Petition Date, the Debtors have paid A&M about
$246,000.  As of the Petition Date, the Debtors do not owe the
firm any prepetition amounts.

Because A&M is not being employed as a professional under Section
327 of the Bankruptcy Code, it will not be submitting quarterly
fee applications pursuant to Sections 330 and 331 of the
Bankruptcy Code, the Debtors inform the Court.  A&M, however,
will submit quarterly reports of compensation paid.

The parties agree to resolve their disputes based on a set of
uniform procedures, a full-text copy of which is available for
free at http://bankrupt.com/misc/chemtura_disputeresoltnpcdrs.pdf

Ray Dombrowski, in an affidavit filed in Court, disclosed these
information:

  1. The father-in-law of one of the junior members of the
     Additional Personnel owns a business whom the Debtors owe
     about $57,000.  Out of an abundance of caution, A&M will
     institute procedures to screen this member of the
     Additional Personnel from any matters that could create a
     possible conflict of interest.

  2. A&M has provided and could reasonably be expected to
     provide services unrelated to the Debtors' cases for
     certain entities that are potential parties-in-interest to
     the Debtors.

Mr. Dombrowski maintained that A&M is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

The Court ruled that A&M will waive its rights under the
engagement letter with respect to reimbursement for reasonable
fees and expense incurred by its outside counsel in connection
with the preparation, negotiation, enforcement and approval of the
engagement letter.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Heartland, Fidelity Disclose Equity Stake
--------------------------------------------------------
Heartland Advisors, Inc., and William J. Nasgovitz disclosed in
Form 13G filing with the U.S. Securities and Exchange Commission
that they are deemed beneficially own 9,286,600 shares of Chemtura
Corporation common stock.  Mr. Nasgovitz is president and
principal shareholder of Heartland Advisors.

The Heartland Advisors shares constitute 3.8% of the 242,979,186
Chemtura common stock shares outstanding as of March 31, 2009.

FMR LLC disclosed in a Form 13G filing with the Securities and
Exchange Commission that it is deemed to beneficially own
7,386,728 shares of Chemtura Corporation common stock.  The FMR
LLC shares constitute 3.044% of the 242,979,186 Chemtura common
stock shares outstanding as of March 31, 2009.

Fidelity Management & Research Company, as a wholly owned
subsidiary of FMR LLC and an investment adviser, is also the
beneficial owner of 7,386,728 shares Chemtura stock as a result
of acting as investment adviser to various investment companies.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity
Management, and the Funds each has sole power to dispose of the
7,386,728 shares owned by the Funds.

Members of the family of Mr. Johnson, as chairman of FMR LLC, are
the predominant owners, directly or through trusts, of Series B
voting common shares of FMR LLC, representing 49% of the voting
power of the company.  The Johnson family group and all other
Series B shareholders have entered into a shareholders' voting
agreement under which all Series B voting common shares will be
voted in accordance with the majority vote of Series B voting
common shares.  Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with
respect to FMR LLC.

Neither FMR LLC nor Mr. Johnson has the sole power to vote or
direct the voting of the shares owned directly by the Fidelity
Funds, which power resides with the Funds' Boards of Trustees.
Fidelity Management carries out the voting of the shares under
written guidelines established by the Funds' Boards of Trustees.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Moody's Puts 'Ba1' Rating on $250 Mil. DIP Loan
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the
$250 million super priority senior secured new money term loan; a
rating of Ba1 to the $63.5 million super priority senior secured
new money revolver and a Ba1 to a $86.5 million roll-over revolver
of Chemtura Corporation as Debtor-in-Possession.  The equal
ratings on the three instruments reflect their parri passu senior
position in regards to priority of claim.

The ratings reflect to a large degree the size of the aggregate
DIP facility versus an estimated recovery value under either a
going concern or liquidation scenario.  Other key considerations
in order of importance include: the structural features of the DIP
facility, the nature of the bankruptcy and reorganization and the
DIP size as a percentage of pre-petition debt.  This rating
outcome is also in the context of the uncertainty of creditor
support for a restructuring plan that provides more than adequate
liquidity to address the challenges of ongoing economic weakness
in certain businesses, historically high operating and raw
material costs, intense competitive pressures and capital market
uncertainties.  The ratings are being assigned on a point-in-time
basis and will not be monitored going forward and therefore no
outlook was assigned.

Ratings assigned to the instruments of Chemtura Corporation as
Debtor-in-Possession are:

  -- $63.5 million super priority senior secured new money
     revolver, rated Ba1

  -- $250 million super priority senior secured new money term
     loan, rated Ba1

  -- $86.5 million super priority senior secured roll-over term
     revolver, rated Ba1

Chemtura is a globally diversified manufacturer and marketer of
specialty chemicals, crop protection, and pool, spa and home care
products.  The company operates in every region of the world, with
facilities in over 40 countries across six continents.
Specifically, the company's business operations consist of four
reporting segments: (i) industrial engineered products, (ii)
industrial performance products, (iii) consumer performance
products, and (iv) crop engineered products.  For the year ending
December 31, 2008, the company's consolidated net sales were $3.5
billion and generated a gross profit of $736 million.

Chemtura operates in a highly competitive industry that is in the
midst of a sustained global recession that has caused business
fundamentals to deteriorate.  Among the deteriorating indicators
are sharp declines in demand for products, high raw material costs
and restricted access to credit.  The restricted access to credit
made it impossible to refinance a $370 million debt maturity that
was coming due in July of 2009.  In addition, for much of 2008 the
industry experienced rapid inflation in the costs of its raw
material, energy and freight.  With the inflation in input costs
abating, , the company started to see the benefit of declining
input costs in the first quarter of 2009, although the benefit was
limited due to the sharp reductions in demand.  These
macroeconomic factors have harmed the company's business
operations -- and those of its competitors -- by significantly
decreasing demand, resulting in lower manufacturing output and
higher manufacturing variances, all of which have contributed to
an unprecedented decline in the company's operating profitability
and access to liquidity.

Although the company has not yet formulated a definitive
restructuring plan, the bankruptcy process should enable the
company to reduce some costs, improve liquidity and move to a more
manageable capital structure.  Over the life of the facilities,
Moody's expect Chemtura to generate EBITDA that is reduced from
historic levels.  As a result, an important source of liquidity
during the bankruptcy process will be cash balances provided by
borrowings under the NMTL which is fully drawn.  Moody's remain
concerned that the economic and industry challenges previously
outlined will remain over the intermediate term while some
factors, such as the financially stressed global economy, will
likely deteriorate further.

In coming to Moody's ratings decision considerable weight, some
75%, was given to two of the four factors in the methodology:
collateral coverage at 50% and structural features of the DIP
facility at 25%.  The remaining 25% is divided between two
factors; Nature of Bankruptcy Filing and Reorganization at 15% and
the DIP as a Percent of Pre-Petition Debt at 10%.

With regard to the value of collateral coverage available to the
DIP lenders, Chemtura's business model results in a relatively
reasonable level of tangible asset value overall.  As a result,
Moody's would estimate a conservative valuation (assuming
discounts from reported valuations) of Chemtura's domestic
tangible current assets and property plant and equipment as of
March 31, 2009, of approximately $700 million.  Although this
valuation would be more than sufficient to cover the NMTL and
Revolver it results in 1.75X collateral value for the DIP which is
a Ba metric under Moody's DIP methodology that carries a 50%
weighting.  Moody's also evaluated the possible coverage of the
DIP instruments using a relatively conservative earnings multiple
of about 4.0 times, which when using Moody's estimate of 2009
EBITDA of about $210 million equals an enterprise value of $840
million.  This estimate results in collateral coverage to the $400
million DIP of about 2.1 times ($884 million divided by $400
million = 2.1 times).  Although Moody's believe this level of
EBITDA is possible it may be difficult to achieve in the depressed
global markets.  This level of EBITDA would place the collateral
coverage in the low end of the Baa category under Moody's DIP
methodology.

The structure of Chemtura's DIP facility affects the level of
protection afforded to lenders and the extent to which they can
control their exposure to the company.  Under this factor Moody's
assess some of the most common and important features of DIP loan
structures: priority of claim, nature of collateral, whether the
facility is controlled by a borrowing base formula, and the
quality of the covenant package.  In Chemtura's case there are
three features of the DIP loan structure that help to enhance its
protective qualities.  First, all the collateral protection is
achieved through first liens on domestic assets.  Second,
collateral coverage is largely provided by more liquid assets such
as cash, marketable securities, accounts receivable and
inventories, but there is some reliance on fixed assets.  And
third, the covenant package is deemed strong with a covenant
package that includes weekly variance of cash flows of the Debtors
to a thirteen-week cash flow forecast, an operating performance
test (minimum monthly cumulative EBITDA), a minimum liquidity test
at all times (minimum cash availability of $25 million until June
30, 2009 and then $30 million thereafter) and some limitation on
quarterly disbursements (maximum CAPEX no more than $75 million
annually).  The structural-features factor accounts for a 25%
weighting among the four rating factors considered under the
methodology and in the case of Chemtura's DIP this factor maps to
a weak Baa rating.

The nature of Chemtura's bankruptcy filing and reorganization
mapped to Ba level categories.  In the case of the bankruptcy
filing, this Ba level reflected that the filing was precipitated
by a high debt load that could no longer be serviced due to longer
term trends that are undermining the business.  Of particular
concern was the decline in the operation profitability of the
industrial engineered products business which was offset by
positive growth in crop protection and relative stability in the
performance specialties business.  A specific issue was related to
a $370 million debt maturity coming due in July of 2009 that
management was unable to service.  Moody's viewed business
reinvestment as being adequate prior to filing.  Moody's also
expect that correction of Chemtura's difficulties in terms of weak
demand and the high raw material prices that are affecting the
business model as being reasonable to achieve over time.  Non-debt
liabilities, such as the pension are also a factor (the pension
adjustment increased from $227 million to $337 million in 2008),
but are not a primary consideration in the bankruptcy.

The nature of the reorganization effort was also mapped to the Ba
category.  Specifically, Moody's feel that Chemtura's plan of
reorganization will require business restructuring as well as
rightsizing of the debt load.  Moody's also note that Chemtura's
liabilities subject to compromise include debt under multiple
facilities (with various priorities of claim), vendor claims, and
a reasonably large pension claim of $337 million.

A final factor considered is the DIP as a Percent of Pre-Petition
Debt.  This factor accounts for a 10% weighting.  Chemtura's pre-
petition funded debt is $1,345 million and the DIP totals $400
million.  Thus the DIP equals 29.7% of the total Pre-Petition Debt
and this maps to the Ba category as well.

Moody's most recent announcement concerning the ratings Chemtura
was on March 18, 2009.  The CFR ratings were lowered to Ca
following the announcement of a filing for bankruptcy.  Moody's
withdrew all historic ratings for Chemtura on March 30, 2009.


CHRYSLER LLC: Union Pac Seeks to Be Excused from Unassumed Lease
----------------------------------------------------------------
Union Pacific Railway Company asks the U.S. Bankruptcy Court for
the Southern District of New York to revise its prior order
enforcing the automatic stay in Chrysler LLC's Chapter 11 cases.

Union Pacific wants the Court to remove a provision in its order,
which requires parties that have an executory contract or lease
with the Debtors to continue to perform until it is assumed or
rejected and expires by its own terms.

Counsel for Union Pacific, Susan Power Johnston, Esq., at
Covington & Burling LLP, in New York, says that the provision
would require a counterparty to perform, even if Chrysler
materially breached an executory contract before and after its
bankruptcy filing.

"Amendment of the order is appropriate because the order purports
to and should do no more than confirm that which Sections 362 and
365 specifically provide.  Neither Section 362 nor Section 365
categorically requires a party to continue performing under an
executory contract or lease pending assumption or rejection,"
Ms. Johnston says.

Norfolk Southern Corporation and Norfolk Southern Railway
expressed support for the proposed revision of the court order.

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Reclamation Claimant Says Suit Shouldn't Be Required
------------------------------------------------------------------
Heidtman Steel Products Inc. requests that any creditor holding a
reclamation claim against the Debtors should not be required to
file a lawsuit in case it wants to prosecute its claim.

The Debtors have proposed procedures for the settlement of
reclamation claims, which require the creditors to file an
adversary case or a motion to prosecute their claims if they fail
to timely file a notice of reclamation.

"The Debtors seek to require actions by the creditors under the
reclamation procedures motion, which are more burdensome than
those required by the Bankruptcy Code or applicable non-
bankruptcy law," Heidtman Steel says in court papers.

The Debtors allegedly owe $833,922 to Heidtman Steel on account
of goods that it purchased from the company prior to their
bankruptcy filing.

The Court will convene a hearing on May 20, 2009, at 11:00 a.m.,
to consider final approval of the proposed procedures.  Creditors
and other concerned parties have until May 15, 2009, at 12:00
noon, to file their objections.

              2 Reclamation Claimants Demand Return of Goods

Meanwhile, pursuant to Sections 503(b)(9) and 546(c) of the
Bankruptcy Code, BRC Rubber & Plastics, Inc. seek the return of an
unspecified amount of goods that were delivered to the Debtors
within the 45-day period before the Petition Date.  In a separate
filing, Kongsberg Automotive, Inc. seeks the return of all goods
aggregating $1,856,922 delivered to the Debtors within the 45-day
period.

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: CSX Wants Common Carrier Lien Protected
-----------------------------------------------------
CSX Transportation, Inc., and Chrysler LLC executed Rail Carrier
Transportation Contract No. CSXT 84315 on September 28, 2008, with
an effective date of July 1, 2007, pursuant to which CSX agreed
to provide rail transportation services to the Debtors involving
the shipment of certain of the Debtors' manufactured automobiles
from specified origins to various specified destinations at
certain rates.

John H. Maddock III, Esq., at McGuire Woods LLP, in Richmond,
Virginia, counsel for CSX, relates that pursuant to applicable
non-bankruptcy law, CSX possesses common carrier liens on certain
of the Debtors' property to secure various shipping and freight
charges owing to it.  These liens, Mr. Maddock says, are
perfected by CSX's continued possession of the Debtors' property.

On the Petition Date, CSX was in the process of shipping or
otherwise had in its possession, approximately 4,597 of the
Debtors' automobiles and a small number of parts or the
"Collateral", a list of which is available for free at:

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

According to Mr. Maddock, immediately following the filing of the
Debtors' bankruptcy petitions, CSX contacted the Debtors to
inform them of its common carrier lien but the Debtors have not
satisfied or provided adequate protection.

Thus, CSX asks the Court to require the Debtors to provide it
with adequate protection of its interest in the Collateral in a
form of cash payment of $1,174,974 as a condition of the Debtors'
right to use, sell, or lease the Collateral.

In a separate filing, CSX asked the Court to shorten notice and
to expedite the hearing of its motion so that it will be heard on
May 14, 2009, at 10:00 a.m.  However, Judge Gonzalez denied CSX'
request and scheduled the hearing on May 20, 2009, at 11:00 a.m.

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Court to Consider Retiree Committee Request Today
---------------------------------------------------------------
At the behest of the National Chrysler Retirement Organization,
Judge Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York will hold a hearing on May 14, 2009,
to consider the approval of the appointment of an Official Retiree
Committee.  Parties have until May 11 to file objections to NCRO's
Request.

The NCRO, an organization representing the interests of non-union
retirees of Chrysler LLC and its affiliated Debtor entities, is
asking the Court to authorize and instruct the United States
Trustee for Region 2 to appoint an Official Non-Union Retiree
Committee.

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

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

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

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

The NCRO proffers the following individuals for consideration:

    Name of Retiree            Designation
    ---------------            -----------
    Richard Brown              Former Human Resources Director

    Christopher Dyrda          Manager of Vehicle
                               Programs/Program Management

    Lynn Feldhouse             Former Vice President &
                               Secretary, Daimler Chrysler Fund

    John Glotzbach             Former Director of Benefits
                               Finance

    Richard Golpe              Former Manager and early retiree

    John (Jay) Kuhne           Former Director, Jeep Marketing

    Mark Newton                Former Director of Financial
                               Analysis

    Joseph Phillips            Former Corporate Senior Financial
                               Analyst

    Anthony Richards

    Roy Sjoberg, Jr.           Executive Engineer Viper Team

    Kevin Tourneur             Former Senior Manager Jeep Global
                               Product Marketing

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Vehicles Resale Values Fall 6% After Filing
---------------------------------------------------------
Resale values of Chrysler, Jeep and Dodge vehicles fell by 6% in
the week after Chrysler LLC filed for bankruptcy protection,
www.freep.com reported, citing Automotive Leasing Guide.

Before the bankruptcy filing, Jeep and Dodge had 36-month resale
values of 38.4% and 37.3% of their vehicles' original sales
price, which was slightly better than Chevrolet and General
Motors Corporation, but below Toyota's 45.5% and Hyundai's 40.9%,
the report said.  In the last week, Jeep dropped to 32.4%, Dodge
slipped to 31.2% and Chrysler fell from 34.8% to 28.8%.

Resale, or residual, values are said to be important in
determining the monthly payment on auto leases.  Because Chrysler
Financial stopped underwriting leases last August, the Automotive
Leasing Guide's findings likely will delay any increase in
leasing by GMAC, which soon will become the main source of
lending for Chrysler dealers and consumers, according to the
report.

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CINRAM INTERNATIONAL: Moody's Cuts Corporate Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service downgraded Cinram International Inc.'s
corporate family rating to B3 while also downgrading Cinram's
probability of default rating to Caa1.  The company's speculative
grade liquidity rating remains unchanged at SGL-3 (indicating
adequate liquidity) and the ratings outlook remains negative.

The rating actions anticipate that financial results will continue
to deteriorate over time as the company's core DVD and CD
replication business continues to decline, and that business
erosion will be exacerbated by the ongoing recession.  The rating
actions also acknowledge a lack of visibility of future business
activity levels and Cinram's need to reinvent itself given the
over-maturity of its core activities.  Note that owing to the
company's waterfall of liabilities having been modified by way of
a recent $21 million debt repurchase and reduction in the size of
the company's revolving credit facility (and reasonably likely
expectations of future such activities), the proportion of senior
secured debt has decreased.  Consequently, despite the CFR and PDR
downgrades, the resulting decrease in claims relative to the
security package allowed the senior secured credit facilities to
retain their prevailing B2 ratings.

Ratings Actions:

Issuer: Cinram International Inc.

  -- Probability of Default Rating, Downgraded to Caa1 from B3

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Speculative Grade Liquidity Rating, Unchanged at SGL-3

  -- Senior Secured Bank Credit Facility, Unchanged at B2, with
     the Loss Given Default Assessment Revised to to LGD2, 29%
     from LGD3, 30%

Outlook Actions:

  -- Unchanged at Negative

The above discussion highlights refinancing risk as the company's
2011 credit facility maturity advances.  With that in mind, in
March/April, Cinram initiated actions to repurchase up to
$150 million of its outstanding term loan facility, hoping to take
advantage of prevailing conditions to repurchase debt at a
discount so as to achieve "levered" debt reduction.  As part of an
agreement with its lenders to allow the initiative, Cinram was
required to make a $35 million term loan prepayment at par and the
credit agreement was amended to require $10 million per quarter of
amortization payments.  In addition, the amendment precludes
distributions to equity holders and the lenders reduced their
exposure by requiring that the company's revolving credit facility
be reduced to $50 million (the facility was last drawn in early
2008; usage is very rare).

In the event that Cinram repurchases a sizeable aggregate amount
of debt, say $70 million, at a sizeable discount, Moody's is
likely to conclude that Cinram's term loan has been effectively
restructured, with lenders exchanging their aggregate position for
a smaller position with enhanced repayment prospects.  This so-
called "distressed exchange" will be interpreted -- for rating
purposes only -- as constituting an effective although limited
default of Cinram's repayment obligations.  In the interim,
periodic repurchases such as the $33.8 million that has been
repurchased to date (a relatively minor 5% of initial total debt
commitments), are viewed as being opportunistic.

In the event of (and to clearly delineate) the above-noted limited
default, Moody's will reposition Cinram's PDR to a level
incorporating an "/LD" suffix.  This will prevail for three days,
after which the /LD suffix will be withdrawn.  While subsequent
repurchase activity will continue the limited default, since they
will be deemed to be part of the same over-all transaction, the
PDR modification will be made only once.  To date, Cinram has
repurchased some $33.8 million of its outstanding term loan at
cost of $20.1 million.

Moody's most recent rating action related to Cinram was taken on
13 January 2009 at which time Moody's downgraded the company's CFR
to B2 from B1 while repositioning the outlook to 'negative' from
'stable' in light of concerns articulated above.

With headquarters in Toronto, Ontario, Canada, Cinram
International Inc. is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio CDs.


CITIGROUP INC: Smith Barney Hires Merrill, Wells Fargo Brokers
--------------------------------------------------------------
Brett Philbin at Dow Jones Newswires reports that Citigroup Inc.'s
Smith Barney retail brokerage has hired five financial advisers
from Merrill Lynch Global Wealth Management and three from Wells
Fargo Advisors.

According to Dow Jones, Mark Loftus, William O'Brien and Jeffrey
Preusser joined Smith Barney Smith Barney's Oakbrook office from
Wells Fargo Advisors.  Dow Jones relates that they had
$3.8 million in combined trailing 12-month production and managed
$247 million in client assets.  Dow Jones states that they report
to Marsha Werner, a Wells Fargo branch manager.  Financial
Industry Regulatory Authority records show that Messrs. Loftus,
O'Brien, and Preusser each worked at Wachovia, First Union
Securities, and Evern Securities for more than 10 years.

Dow Jones says that Howard Grace, David Christensen, and Sallie
Behnke joined Smith Barney's New York office.  They report to
Regional Director Jimmy Tighe, according to Dow Jones.  The report
states that they had more than $2.6 million in combined production
and $304 million in assets under management.  According to Finra
records, Messrs. Grace and Christensen worked at Merrill Lynch for
more than 11 years.

Smith Barney, Dow Jones reports, recruited The Kassewitz Group,
which consist of Phillip Kassewitz, Linda Holmberg, and Lois
Frueh, from Merrill Lynch.  Dow Jones relates that the team had
$1.1 million in combined production and managed more than
$169 million in prior assets.  Dow Jones says that they report to
Bill Arnold, branch manager.  Regulatory records show that Mr.
Kassewitz and Ms. Holmberg each worked at Merrill Lynch for about
19 years, while Ms. Frueh spent more than 14 years there.

                         About Citigroup

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

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

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


CITIGROUP INC: MUFJ May Cancel $259MM Acquisition of NikkoCiti
--------------------------------------------------------------
Mitsubishi UFJ Trust & Banking Corp. will likely call off its
planned $259 million purchase of NikkoCiti Trust & Banking Corp.
from Citigroup Inc., Atsuko Fukase at The Wall Street Journal
reports, citing a person familiar with the matter.

According to WSJ, Sumitomo Mitsui Financial Group Inc. beat
Mitsubishi UFJ Financial Group in an auction to acquire
Citigroup's Japanese brokerage operations.  SMFG plans to acquire
those operations on October 1, says WSJ.  WSJ notes that this
could cause MUFJ Trust to back off from the NikkoCiti deal.
Without Citigroup's other Japan operations, the planned NikkoCiti
Trust purchase lacked synergy, the report states, citing a person
familiar with the matter.

WSJ relates that MUFJ Trust agreed in December 2008 to acquire
Citigroup Japan's trust banking unit for $259.4 million.  The
trust bank, according to WSJ, had planned to complete the deal by
April 1, 2009.  The deadline was postponed until the end of this
year, because the trust bank still had to look into NikkoCiti
Trust's situation after it was discovered that it had some
exposure to SFCG Co., which filed for bankruptcy in March 2009,
says WSJ.

WSJ notes that MUFG appears to be shifting its focus away from
Citigroup assets.  MUFG, WSJ reports, plans to strengthen its
wholesale brokerage business by merging its brokerage unit with
Morgan Stanley's Japan brokerage business in 2010.

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

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


CLAIRE'S STORES: Bank Debt Sells at 43% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores is
a borrower traded in the secondary market at 56.63 cents-on-the-
dollar during the week ended May 8, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 4.74 percentage points
from the previous week, the Journal relates.   The loan matures
May 29, 2014.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's B rating.

Meanwhile, participations in a syndicated loan under which
Michaels Stores Inc. is a borrower traded in the secondary market
at 74.29 cents-on-the-dollar during the week ended May 8, 2009, an
increase of 5.71 percentage points from the previous week.   The
loan matures October 31, 2013.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B3 rating and S&P's B rating.

Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 75.75
cents-on-the-dollar during the week ended May 8, 2009, an increase
of 5.75 percentage points from the previous week.   The loan
matures April 6, 2013.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and S&P's BB- rating.

Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
75.08 cents-on-the-dollar during the week ended May 8, 2009, an
increase of 5.33 percentage points from the previous week.   The
loan matures May 9, 2014.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and S&P's B+ rating.

                       About Claire's Stores

Based in Pembroke Pines, Florida, Claire's Stores, Inc., is a
specialty retailer of value-priced jewelry and accessories for
girls and young women through its two store concepts: Claire's(R)
and Icing(R).  Icing operates only in North America; Claire's
operates worldwide.  As of January 31, 2009, Claire's Stores, Inc.
operated 2,969 stores in North America and Europe.  Claire's
Stores, Inc., also operates through its subsidiary, Claire's
Nippon, Co., Ltd., 214 stores in Japan as a 50:50 joint venture
with AEON, Co., Ltd.  The Company also franchises 196 stores in
the Middle East, Turkey, Russia, South Africa, Poland and
Guatemala.

                          *     *     *

As reported by the Troubled Company Reporter on September 29,
2008, Moody's Investors Service confirmed Claire's Stores, Inc.,
long term ratings, including its probability of default rating, at
Caa1.  In addition, Moody's affirmed Claire's speculative grade
liquidity rating at SGL-4.  The rating outlook is negative.  The
confirmation reflects Moody's view that the Caa1 appropriately
reflects higher-than-average probability of default over the near
to medium term, given what Moody's views as an overleveraged and
unsustainable capital structure.  It also reflects the view that
the company will be able to fund its free cash flow deficits with
excess cash over the next twelve months, providing it some time in
order to improve operating performance.


CLEAR CHANNEL: Bank Debt Sells at 49% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
50.40 cents- on-the-dollar during the week ended May 8, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 5.97
percentage points from the previous week, the Journal relates.
The loan matures January 30, 2016.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa2 rating and S&P's B- rating.

Clear Channel Communications is the operating subsidiary of San
Antonio, Texas-based CC Media Holdings Inc.

As reported by the Troubled Company Reporter on January 19, 2009,
Clear Channel planned to lay off about 1,500 workers, or 7% of its
staff in the U.S.  Clear Channel has 20,000 workers in the U.S.
The layoffs will mostly affect employees in ad sales.  Clear
Channel will implement other cuts to save almost $400 million.

                          *     *     *

As reported by the Troubled Company Reporter on March 11, 2009,
Moody's Investors Service downgraded Clear Channel Communications,
Inc.'s Corporate Family Rating and Probability-of-Default Rating
to Caa3 from B2.  Moody's also downgraded the Company's senior
secured credit facilities to Caa2 from B1 and all senior unsecured
notes to Ca from Caa1.  In addition, Moody's downgraded Clear
Channel's speculative grade liquidity rating to SGL-4 from SGL-2.

The ratings downgrade reflects Moody's belief that there is a high
probability that the company will violate its secured 9.5x
leverage covenant this year, and that when this occurs, a debt
restructuring will be likely. The outlook has been revised to
negative.  This rating action concludes the review initiated on
February 6, 2009.


COMDISCO HOLDING: Reports Fiscal 2009 2nd Quarter Results
---------------------------------------------------------
Comdisco Holding Company, Inc. reported financial results for its
fiscal second quarter ended March 31, 2009.  Comdisco Holding
Company emerged from Chapter 11 bankruptcy proceedings August 12,
2002 and, under its Plan of Reorganization, its business purpose
is limited to the orderly sale or run-off of all its remaining
assets.

For the quarter ended March 31, 2009, Comdisco Holding Company,
Inc. reported net earnings of approximately $37,000, or $0.01 per
common share (basic and diluted).  The per share results for
Comdisco Holding Company, Inc. are based on 4,029,055 shares of
common stock outstanding on average during the quarter ended March
31, 2009.

For the quarter ended March 31, 2009, total revenue decreased by
88 percent to $282,000.  The decrease is primarily the result of
lower gains on the sale of equity securities and lower interest
income in the current quarter.  Gains were approximately $126,000
for the current quarter compared to gains of approximately
$1,803,000 for the quarter ended March 31, 2008. Net cash provided
by operating activities was approximately $5,861,000 for the six
months ended March 31, 2009 compared to net cash provided by
operating activities of approximately $5,862,000 for the six
months ended March 31, 2008.  The net cash provided by operating
activities in the six months ended March 31, 2009 included cash
receipts of approximately $5,328,000 from income tax refunds for
Comdisco Holding Company, Inc.'s Canadian subsidiary.  However,
such receipts are anticipated to be used to satisfy Canadian taxes
payable.

Total assets are $72,808,000 as of March 31, 2009 which included
$62,831,000 of unrestricted cash, compared to total assets of
$75,464,000 as of September 30, 2008 which included $57,554,000 of
unrestricted cash.

As a result of bankruptcy restructuring transactions, adoption of
fresh-start reporting and multiple asset sales, Comdisco Holding
Company's financial results are not comparable to those of its
predecessor company, Comdisco, Inc.

                          About Comdisco

Comdisco emerged from chapter 11 bankruptcy proceedings August 12,
2002.  The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money in an orderly manner the remaining
assets of the corporation.  Pursuant to Comdisco's plan of
reorganization and restrictions contained in its certificate of
incorporation, Comdisco is specifically prohibited from engaging
in any business activities inconsistent with its limited business
purpose.  Accordingly, within the next few years, it is
anticipated that Comdisco will have reduced all of its assets to
cash and made distributions of all available cash to holders of
its common stock and contingent distribution rights in the manner
and priorities set forth in the Plan.  At that point, the company
will cease operations.  The company filed on August 12, 2004 a
Certificate of Dissolution with the Secretary of State of the
State of Delaware to formally extinguish Comdisco Holding Company,
Inc.'s corporate existence with the State of Delaware except for
the purpose of completing the wind-down contemplated by the Plan.


CONSECO INC: Posts $24.5 Million First Quarter 2009 Net Income
--------------------------------------------------------------
Conseco Inc. reported a first quarter 2009 net income of
$24.5 million compared to a net loss of $7.2 million in the year-
earlier quarter.  Conseco had $28.5 billion in total assets,
$26.9 billion in total liabilities, and $1.59 billion in
stockholders' equity as of March 31, 2009.

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

Conseco completed an amendment to its Second Amended Credit
Facility, which provides for, among other things: (i) additional
margins between the Company's current financial status and certain
financial covenant requirements through June 30, 2010; (ii) higher
interest rates and the payment of a fee; (iii) new restrictions on
the ability of the Company to incur additional indebtedness; and
(iv) the ability of the lender to appoint a financial advisor at
the Company's expense.

At March 31, 2009, Conseco Inc. -- CNO -- and CDOC Inc., a wholly
owned subsidiary and a guarantor under the Second Amended Credit
Facility, and other non-insurance subsidiaries held unrestricted
cash of $104.3 million.  Subsequent to March 31, 2009, Conseco
repaid $55 million borrowed under the revolving credit facility
maturing on June 22, 2009.

CNO and CDOC are holding companies with no business operations of
their own; they depend on their operating subsidiaries for cash to
make principal and interest payments on debt, and to pay
administrative expenses and income taxes.  CNO and CDOC receive
cash from insurance subsidiaries, consisting of dividends and
distributions, interest payments on surplus debentures and tax-
sharing payments, as well as cash from non-insurance subsidiaries
consisting of dividends, distributions, loans and advances.  The
principal non-insurance subsidiaries that provide cash to CNO and
CDOC are 40|86 Advisors, Inc., which receives fees from the
insurance subsidiaries for investment services, and Conseco
Services, LLC which receives fees from the insurance subsidiaries
for providing administrative services.  The agreements between the
insurance subsidiaries and Conseco Services, LLC and 40|86
Advisors, respectively, were previously approved by the domestic
insurance regulator for each insurance company, and any payments
thereunder do not require further regulatory approval.

According to Conseco, a deterioration in the financial condition,
earnings or cash flow of the material subsidiaries of CNO or CDOC
for any reason could hinder the subsidiaries' ability to pay cash
dividends or other disbursements to CNO or CDOC, which, in turn,
would limit Conseco's ability to meet debt service requirements
and satisfy other financial obligations.  In addition, Conseco may
choose to retain capital in the insurance subsidiaries or to
contribute additional capital to the insurance subsidiaries to
strengthen their surplus, and these decisions could limit the
amount available at the Company's top tier insurance subsidiaries
to pay dividends to the holding companies.

"In the past, we have made capital contributions to our insurance
subsidiaries to meet debt covenants and minimum capital levels
required by certain regulators and it is possible we will be
required to do so in the future.  We currently do not expect that
contributions to our insurance subsidiaries will be required in
2009.  If contributions were required, our holding companies would
have limited available capital for such contributions," Conseco
said.

A full-text copy of Conseco's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?3cd0

                        About Conseco Inc.

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

                           *     *     *

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


COMPUTER WORLD: Court to Hear Fraud Allegations Against Kevin Gore
------------------------------------------------------------------
Daily Herald reports that authorities said that the Hon. Joan
Gottschall of the U.S. District Court for the Northern District of
Illinois will hold a hearing on fraud allegations against former
Computer World Solution chief operating officer Kevin M. Gore.

Citing authorities, Daily Herald states that Mr. Gore is allegedly
involved in a $17 million bank fraud scheme.  According to Daily
Herald, authorities said that the line of credit was secured by
Computer World's accounts receivable.  Citing authorities, the
report states that Mr. Gore created certificates with falsely
inflated figures and, after Mr. Yuan signed them, submitted them
to Fifth Third.

Mr. Gore was arrested in the Philippines in February 2009 and has
been returned to Chicago, says Daily Herald.  Mr. Gore had left
U.S. just before Computer World went bankrupt, states the report.

According to Daily Herald, Mr. Gore and co-defendant Noel Yuan,
Computer World's founder and president, allegedly swindled Fifth
Third Bank out of more than $17 million by fraudulently obtaining
money through a revolving line of credit.  The report says that
Mr. Yuan pleaded guilty to two counts of bank fraud in December
2008 and is awaiting sentencing.

Mr. Gore, Daily Herald states, was first charged in a criminal
complaint in 2008 and was indicted in March 2009 on three counts
of bank fraud.  According to the report, the indictment alleges
that Messrs. Gore and Yuan committed the fraud between March 2005
and September 2007.

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


CONSECO INC: Unveils Preliminary Results of Shareholder Vote
------------------------------------------------------------
Conseco, Inc., announced preliminary results of voting at the
Company's annual meeting of shareholders:

   * Eight directors have been re-elected and new director
     R. Keith Long has been elected -- all to serve terms expiring
     at next year's annual meeting;

   * Adoption of a Section 382 Stockholders Rights Plan has been
     approved;

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

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

Because of the proxy contest at this year's meeting, results of
the vote will not be final and officially reported until
approximately one week from May 12, when Corporate Election
Services (the election inspector) has certified results.

Based on preliminary results, the directors who have been elected
are:

   * R. Glenn Hilliard, 66, Conseco's chairman; former chairman,
     Chief executive officer and member of the executive committee
     for ING Americas; and a director since September 2003.

   * Donna A. James, 51, president and managing director of Lardon
     & Associates; a former executive with Nationwide Mutual
     Insurance Company and its public company subsidiary,
     Nationwide Financial Services, Inc.; and a director since May
     2007.

   * R. Keith Long, 61, president and chief executive officer of
     Otter Creek Management.

   * Debra J. Perry, 58, managing member of Perry Consulting LLC;
     Former senior managing director of Moody's Investors Service;
     and a director since June 2004.

   * C. James Prieur, 58, Conseco's chief executive officer; and a
     Director since September 2006.

   * Neal C. Schneider, 64, chairman of PMA Capital Corp., former
     Partner of Smart and Associates, LLP (business advisory and
     accounting firm) and independent consultant; former partner
     in charge of the Worldwide Insurance Industry Practice and
     the North American Financial Service Practice at Arthur
     Andersen & Co.; and a director since September 2003.

   * Michael T. Tokarz, 59, chairman of investment company MVC
     Capital, Inc.; managing member of Tokarz Group (venture
     capital investments); former general partner with Kohlberg
     Kravis Roberts & Co.; and a director since September 2003.

   * John G. Turner, 69, chairman of Hillcrest Capital Partners
     (private equity investment firm); former vice chairman and
     member of the executive committee for ING Americas; former
     chairman and CEO of ReliaStar Financial Corp.; and a director
     since September 2003.

   * Doreen A. Wright, 52, retired senior vice president and chief
     information officer of Campbell Soup Company; a former
     executive with Nabisco, Inc., Prudential Insurance Company
     and Bankers Trust Company; and a director since May 2007.

                        About Conseco Inc.

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

                           *     *     *

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


CONTINENTAL ALLOYS: S&P Puts 'B-' Rating on Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Continental Alloys & Services Inc., including its 'B-'
corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch listing reflects our assessment that operating
results and credit measures are likely to weaken materially in the
near term because of weak end-market demand for the company's
products," said Standard & Poor's credit analyst Sherwin
Brandford.  Reduced drilling activity in North America is the
primary reason for the decline in demand.

S&P expects the debt to EBITDA ratio for Continental to increase
to around 5x.  As a result, S&P does not believe the company will
be able to remain in compliance with the leverage covenant
governing its existing bank credit facility.  A covenant waiver
and/or amendment from lenders will likely be required.

In resolving the CreditWatch listing, S&P will monitor the
company's progress toward executing a potential waiver and/or
amendment to its bank facility, if needed.  S&P will also revisit
its assumptions regarding Continental's operating performance as
part of the review.


COYOTES HOCKEY: Court May Rule Against Team's Transfer to Ontario
-----------------------------------------------------------------
Paul Waldie and David Naylor at Theglobeandmail.com report that
legal experts said that the U.S. Bankruptcy Court for the District
of Arizona could rule against Canadian billionaire Jim Balsillie
in his bid to overturn the National Hockey League's rules
governing relocation of the Phoenix Coyotes.

As reported by the Troubled Company Reporter on May 12, 2009, the
NHL has submitted papers before the Court, alleging that team
owner Jerry Moyes, the chief executive officer of Swift
Transportation Co., didn't have the right to file the petition and
can't control the team's management.  The Coyotes responded by
filing an antitrust suit before the Court against the NHL,
claiming that the league's "unreasonable restrictions" on
relocating teams is an illegal restraint of trade.  Mr. Moyes
filed bankruptcy to carry out a sale of the team to Mr. Balsille,
who intends to move the team to southern Ontario.  According to
Theglobeandmail.com, Mr. Balsillie wants to purchase the Phoenix
Coyotes out of bankruptcy protection for about $212.5 million and
move the club to Hamilton.  The NHL, says Theglobeandmail.com,
opposes the offer, as league rules prevent a team from moving
within 80 kilometers of another team without permission.

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

                        About Coyotes Hockey

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

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


DAMON D HOLIWELL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Damon D. Holiwell
                  dba Hyheals Place of Care
               Clara L. Holiwell
               9112 Versailles Dr
               Bakersfield, CA 93311

Bankruptcy Case No.: 09-14339

Chapter 11 Petition Date: May 12, 2009

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

Judge: Whitney Rimel

Debtors' Counsel: T. Scott Belden, Esq.
                  4550 California Ave 2nd Fl
                  Bakersfield, CA 93309-1172
                  Tel: (661) 395-1000

Total Assets: $1,080,618

Total Debts: $1,606,236

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

      http://bankrupt.com/misc/caeb09-14339.pdf

The petition was signed by the Joint Debtors.


DANA CORP: Bank Debt Sells at 64% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Dana Corp. is a
borrower traded in the secondary market at 35.29 cents- on-the-
dollar during the week ended May 8, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 5.79 percentage points
from the previous week, the Journal relates.   The loan matures
January 31, 2015.  The Company pays 375 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B+ rating.

Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 44.78 cents-on-the-
dollar during the week ended May 8, 2009, an increase of 5.38
percentage points from the previous week.  The loan matures on
March 29, 2012.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and S&P.

Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 54.00
cents- on-the-dollar during the week ended May 8, 2009, an
increase of 8.53 percentage points from the previous week.   The
loan matures April 1, 2012.  The Company pays 125 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and S&P's CCC+ rating.

As reported in yesterday's Troubled Company Reporter,
participations in a syndicated loan under which Visteon Corp. is a
borrower traded in the secondary market at 24.19 cents- on-the-
dollar during the week ended May 8, 2009, an increase of 3.19
percentage points from the previous week.   The loan matures
May 30, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's B- rating.

Participations in a syndicated loan under which General Motors
Corp. is a borrower traded in the secondary market at 59.15 cents-
on-the-dollar during the week ended May 8, 2009, a drop of 5.50
percentage points from the previous week.   The loan matures
November 27, 2013.  The Company pays 275 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's CCC rating.

                        About Dana Corp.

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than
60 million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The Company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
November 30, 2007, the Debtors listed $7,131,000,000 in total
assets and $7,665,000,000 in total debts resulting in a
shareholders' deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP, served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC, served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On October 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on December 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of January 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                         *     *     *

As reported by the TCR on Jan. 15, 2009, Standard & Poor's Ratings
Services lowered its ratings on Dana Holding Corp., including the
corporate credit rating, which was lowered to 'B' from 'B+'.  The
ratings were also removed from CreditWatch, where they had been
placed with negative implications on Nov. 13, 2008.  The outlook
is negative.

"The downgrade reflects our view that very weak market conditions
in most of its business segments in 2009 will hinder the company's
post-bankruptcy restructuring efforts," said Standard & Poor's
credit analyst Nancy Messer.  "We expect revenues to be reduced by
weak auto sales and production in North America, weak auto sales
in Europe, and the U.S. recession, which has stalled the recovery
of commercial truck sales.  Lacking an expanding revenue base, S&P
believes the benefit from Dana's ongoing initiative to optimize
its manufacturing footprint will fall short of S&P's previous
near-term expectations," she continued.  For example, for the last
three months of 2008, the seasonally adjusted annual rate of
light-vehicle sales in the U.S. was below 11 million units, and
S&P expects sales in 2009 to be 10 million units, 24% below 2008
actual sales.


DANA CORP: Sees Up to $30MM Exposure to Chrysler, GM Collapse
-------------------------------------------------------------
"We do not believe that there is substantial doubt about our
ability to continue as a going concern for the next twelve
months," Dana Holding Corporation declared in a recent regulatory
filing with the Securities and Exchange Commission.

Dana said it considered the bankruptcy filing by Chrysler LLC and
a potential bankruptcy filing by General Motors Corp.  Sales to GM
and Chrysler approximated 6% and 3% of Dana's consolidated sales
in 2008 and 5% and 4% in the first quarter of 2009.  With a
bankruptcy filing by these customers, Dana believes it is likely
that most of its programs would be continued following bankruptcy,
or, if not, the programs would be discontinued over time allowing
Dana sufficient opportunity to offset many of the adverse effects.

"As such, we expect the adverse effects of these bankruptcies
would be limited principally to recovering less than the full
amount of the outstanding receivable from these customers at the
time of filing.  We currently expect our exposure to be in the
range of $5 million to $30 million depending on a number of
factors, including the age and level of receivables at the time of
their bankruptcy filings and whether we are treated as a critical
supplier," Dana explained.

"We expect to mitigate some of the GM exposure by participating in
the GM Automotive Supplier Support Program. The United States
Department of the Treasury has allocated $2,100 to the GM program
to ensure timely payment on certain receivables due to eligible
suppliers, including Dana."

Under the program, eligible receivables approved by GM are sold to
a special purpose entity that is a subsidiary of GM with the
seller receiving payment immediately for a 3% fee or under
"normal" terms for a 2% fee.  Dana has elected the latter option.

All obligations of the GM special purpose entity are fully
guaranteed by Department of the Treasury.  Dana received
permission from lenders to participate in this GM program, as well
as in a similar program that was being developed to support
Chrysler suppliers.

Dana said non-compliance with its loan covenants would provide
lenders with the ability to demand immediate repayment of all
outstanding borrowings under the amended Term Facility and the
Revolving Facility.  Dana said it does not have sufficient cash on
hand to satisfy this demand.

Dana was in compliance with debt covenants at December 31, 2008,
and March 31, 2009 and, based on current forecast, it expects to
remain in compliance for the next 12 months.  While its ability to
borrow the full amount of availability under its revolving credit
facilities may at times be limited by the financial covenants,
Dana believes that its overall liquidity and operating cash flow
will be sufficient to meet anticipated cash requirements for
capital expenditures, working capital, debt obligations and other
commitments during this period.

"The inability to comply with covenants, obtain waivers for non-
compliance, or obtain alternative financing would have a material
adverse effect on our financial position, results of operations
and cash flows.  In the event we were unable to meet our debt
covenant requirements, we believe we would be able to obtain a
waiver or amend the covenants.  Obtaining such waivers or
amendments would likely result in a significant incremental cost.
Although we cannot provide assurance that we would be successful
in obtaining the necessary waivers or in amending the covenants,
we were able to do so in 2008 and we believe that we would be able
to do so in 2009, if necessary," according to Dana.

As of March 31, 2009, Dana had gross borrowings of $1.26 billion
and $84 million of unamortized original issue discount under the
amended Term Facility, no borrowings under the Revolving Facility
and Dana had utilized $191 million for letters of credit.  Based
on borrowing base collateral of $382 million at March 31, there
was potential availability at that date under the Revolving
Facility of $191 million after deducting the outstanding letters
of credit and assuming no reduction in availability for the
defaulting lender.

On May 7, 2009, Dana commenced a Dutch auction tender program to
buy back up to 10% of the borrowings outstanding under the amended
Term Facility.  Dana anticipates that the repurchase activity
under this program will be completed in May.

Dana posted a net loss of $160 million on net sales of
$1.21 billion for the three months ended March 31, 2009.  Dana had
$5.14 billion in total assets, $3.25 billion in total liabilities
and $1.89 billion in equity as of March 31.

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

A full-text copy of Dana's conference call presentation is
available at no charge at http://ResearchArchives.com/t/s?3ccf

                        About Dana Corp.

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than
60 million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The Company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
November 30, 2007, the Debtors listed $7,131,000,000 in total
assets and $7,665,000,000 in total debts resulting in a
shareholders' deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on August 31,
2007.  On October 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on December 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of January 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                         *     *     *

As reported by the TCR on January 15, 2009, Standard & Poor's
Ratings Services lowered its ratings on Dana Holding Corp.,
including the corporate credit rating, which was lowered to 'B'
from 'B+'.  The ratings were also removed from CreditWatch, where
they had been placed with negative implications on November 13,
2008.  The outlook is negative.

"The downgrade reflects our view that very weak market conditions
in most of its business segments in 2009 will hinder the company's
post-bankruptcy restructuring efforts," said Standard & Poor's
credit analyst Nancy Messer.  "We expect revenues to be reduced by
weak auto sales and production in North America, weak auto sales
in Europe, and the U.S. recession, which has stalled the recovery
of commercial truck sales.  Lacking an expanding revenue base, S&P
believes the benefit from Dana's ongoing initiative to optimize
its manufacturing footprint will fall short of S&P's previous
near-term expectations," she continued.  For example, for the last
three months of 2008, the seasonally adjusted annual rate of
light-vehicle sales in the U.S. was below 11 million units, and
S&P expects sales in 2009 to be 10 million units, 24% below 2008
actual sales.


DANIEL F FLYNN: Proposes Maureen P. Steady as Bankruptcy Counsel
----------------------------------------------------------------
Daniel F. Flynn asks the U.S. Bankruptcy Court for the District of
New Jersey for permission to employ Maureen P. Steady, Esq., as
counsel.

Ms. Steady will, among other things:

   -- render general legal representation of the Debtor regarding
      all phases of the proper administration of the estate,
      including advising the Debtor with respect to its powers and
      duties as debtor-in-possession;

   -- prepare applications, motions, pleadings, briefs, memoranda
      and other documents and reports as may be required; and

   -- represent the Debtor in its dealings with creditors.

Ms. Steady tells the Court that she received $3,000 for
prepetition services, $1,039 for filing fee and $7,000 for a
retainer.  Ms. Steady adds that the Debtor will provide $10,000 to
supplement the retainer.

Ms. Steady relates that her hourly rate is $300, while the
paralegal service range from $85 - $100.

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

Ms. Steady can be reached at:

     12000 Lincoln Drive West, Suite 208
     Marlton, NJ 08053
     Tel: (856) 396-0540
     Fax: (609) 482-8011

                       About Daniel F. Flynn

Ocean City, New Jersey-based Daniel F. Flynn filed for Chapter 11
on April 26, 2009 (Bankr. D. N.J. Case No. 09-20417).  The Debtor
listed $10 million to $50 million in assets and $1 million to
$10 million in debts.


DAYSTAR TECHNOLOGIES: May Have to File for Bankruptcy Protection
----------------------------------------------------------------
DayStar Technologies, Inc., said in a regulatory filing that in
light of its current cash position, it may in the near term be
forced to substantially curtail operations, file a voluntary
petition for reorganization under the United States Bankruptcy
Code, liquidate assets, and pursue other actions that could
adversely affect future operations.

In its Form 10-Q for the quarter ended March 31, 2009, the Company
said commercialization efforts, including the completion and ramp-
up of its initial module production line, require significant
additional capital expenditures as well as associated continued
development and administrative costs.  In order to continue
operations, including its development efforts utilizing its pre-
production line, fully build-out its initial manufacturing line
and commence commercial shipments of its product, the Company
requires immediate and substantial additional capital beyond its
current cash on hand.  In order to address its financing needs,
the Company has engaged a financial advisor to assist in securing
a relationship with appropriate strategic investors or partners
that can provide the funding necessary to continue the Company's
operations.  To date, the Company has been unable to raise
additional capital or complete an agreement with an investor or
strategic partner.  The Company continues to seek strategic
investors or partners.  Given current market conditions and
available opportunities, there is substantial doubt as to the
Company's ability to complete a financing in the time frame
required to remain in operation.  A wide variety of factors
relating to the Company and external conditions could adversely
affect its ability to secure additional funding and the terms of
any funding that it secures.

The Company will require immediate and substantial additional
funds beyond its current cash on hand in order to continue
operations and to build-out its first production line, to commence
and support commercial production as currently planned, and to
expand its capacity beyond its first production line.

In November 2008, the Company engaged a financial advisor to
assist us in exploring select strategic transactions that can
provide the funding necessary to continue its operations.
Although the Company continues to seek strategic investors or
partners, in light of its current cash position, the Company will
in the near term be forced to curtail operations in order to
conserve its remaining capital resources.  A wide variety of
factors relating to the Company and external conditions could
adversely affect its ability to secure additional funding
necessary to continue operations and the terms of any funding that
the Company secures.

                Liquidity and Capital Resources

At March 31, 2009, its cash and cash equivalents totaled
$6.5 million compared to $17.1 million at December 31, 2008.  The
decrease in cash was primarily due to the payment of its quarterly
operating expenses, payment for certain equipment on order for its
initial production line and continued development, as well as
leasehold improvements completed in its initial manufacturing
facility in Newark, California during the first quarter of 2009.

The Company is in the development stage, and as such, has
historically reported net losses, including net losses of
$7.7 million and $4.5 million for the three months ended March 31,
2009, and 2008, respectively.  The Company anticipates incurring
losses in the future, as the Company completes the build-out of
its initial module manufacturing line and enters commercialization
of its products, invest in research and development, and incur
associated administrative and operating costs.

The Company has historically financed its operations primarily
from proceeds of the sale of equity securities.  The Company
presently does not have any bank lines of credit that provide us
with an additional source of debt financing.  In order to fund the
costs associated with its continued development and
commercialization efforts, the Company completed a registered
public offering during the fourth quarter of 2007 in which the
Company sold 17,250,000 shares of its common stock at $4.25 per
share and generated net proceeds of approximately $68 million
after deducting underwriting discounts and the fees and expenses
of the offering.  Upon receipt of the proceeds from the offering,
the Company re-paid in full $9.2 million of existing indebtedness.
The Company has used these proceeds to develop its proprietary
deposition process, to build its prototype and commercial scale
deposition tools, and to begin installation of its first
production line.  Commercialization efforts, including the
completion and ramp-up of its initial module production line will
require significant additional capital expenditures as well as
associated continued development and administrative costs.

At March 31, 2009, the Company had outstanding $10.0 million of
purchase orders for equipment and improvements.  Other material
commitments include rental payments under operating leases for
manufacturing and office space and equipment, and commitments
under employment contracts with its executive officers.

The Company's independent auditor's report expresses doubt about
its ability to continue as a going concern, which may make it more
difficult and expensive for the Company to raise additional
capital.  The report of its independent registered public
accounting firm relating to its financial statements as of
December 31, 2008, and for the year then ended, stated that there
is substantial doubt about its ability to continue as a going
concern.  Its ability to continue as a going concern is dependent
upon its ability to take advantage of raising capital through
securities offerings, debt financing, or partnerships.  Management
is focusing on raising capital through any one or more of these
options.  Such opinion from its outside auditors may make it more
difficult and expensive to for us to raise additional capital.  If
the Company are unable to obtain such financing the Company may
not be able to continue its operations, which would have an
adverse effect on its stock price and significantly impair its
prospects.  There can be no assurance that any of management's
plans will be successfully implemented.

Since its inception, the Company has incurred net losses,
including net losses of $26.3 million and $36.1 million for the
years ended December 31, 2008, and 2007, respectively, and
$7.7 million for the first quarter ended March 31, 2009, and have
incurred negative cash flows from operations.  As a result of
ongoing losses, the Company had an accumulated deficit of
approximately $104.6 million as of March 31, 2009.  The Company
expects to continue to incur significant losses as the Company
enter commercialization and expand its manufacturing capacity and
may never achieve or maintain profitability.  The Company expects
to continue to make significant capital expenditures and
anticipate that its expenses will increase to the extent the
Company continues to develop its manufacturing technologies, build
manufacturing lines, establish its sales and distribution network,
implement internal systems and infrastructure and hire additional
personnel.

As the Company does not expect to become profitable until after
the Company expand capacity beyond its initial manufacturing line,
if ever, the Company will be unable to satisfy its obligations
solely from cash generated from operations.  If, for any reason,
the Company is unable to make required payments under its
obligations, one or more of its creditors may take action to
collect their debts.  If the Company continues to incur
substantial losses and is unable to secure additional financing,
the Company could be forced to discontinue or curtail its business
operations; sell assets at unfavorable prices; refinance existing
debt obligations on terms unfavorable to the Company; or merge,
consolidate or combine with a company with greater financial
resources in a transaction that may be unfavorable to the Company.

As of March 31, 2009, the Company listed $53,014,256 in assets,
$16,017,557 in debts, and $36,996,699 in total stockholders'
equity.

DayStar Technologies, Inc. -- http://www.daystartech.com/-- is a
developer of solar photovoltaic products based on CIGS thin-film
deposition technology.


DIRECTV GROUP: Sued by Charter Communications Sues Over Ads
-----------------------------------------------------------
The Associated Press reports that Charter Communications Inc. is
suing DirecTV Group Inc. over advertisements that tell subscribers
to switch TV service.  According to The AP, the ads are touting
Charter Communications' bankruptcy filing.

The AP relates that Charter Communications alleged that DirecTV
used "false and misleading" ads claiming that Charter
Communications couldn't provide the latest technology, add high-
definition channels or offer new exclusive programming given its
financial troubles.   The ads have been running in print, radio,
billboards, and direct mailings to consumers in Connecticut,
Illinois, Louisiana, Michigan, Missouri, Nevada, South Carolina,
and Wisconsin, The AP states, citing Charter Communications.

According to The AP, DirecTV spokesperson Robert Mercer said that
the Company stands "by the accuracy of our advertising."

Headquartered in El Segundo, California, The DirecTV Group Inc.
(NASDAQ:DTV) -- http://www.DirecTV.com/-- provides digital
television entertainment in the United States and Latin America.
The company's two business segments, DirecTV U.S. and DirecTV
Latin America, are engaged in acquiring, promoting, selling
and/or distributing digital entertainment programming via
satellite to residential and commercial subscribers.  DirecTV
Holdings LLC and its subsidiaries are a provider of direct-to-
home digital television services and a provider in the multi-
channel video programming distribution industry in the United
States.  DTVLA is a provider of DTH digital television services
throughout Latin America.  In January 2007, the company acquired
Darlene Investments LLC's 14.1% equity interest in DirecTV Latin
America, LLC.  DirecTV Latin America LLC is a multinational
company, which, as a result of this transaction, became a wholly
owned subsidiary of the company.  The DIRECTV Latin America
segment provides digital direct-to-home digital television
services to approximately 1.6 million subscribers in 27
countries, including Brazil, Argentina, Venezuela, and Puerto
Rico.

                           *     *     *

As reported by the Troubled Company Reporter on May 6, 2009,
Standard & Poor's Ratings Services said that its ratings on El
Segundo, California-based satellite TV provider The DIRECTV Group
Inc. (BB/Stable/--) were not immediately affected by the Company's
announcement that it had entered into a definitive agreement with
Liberty Media Corp. to combine DIRECTV Group with Liberty
Entertainment Inc.

According to the TCR on May 6, 2009, Fitch Ratings said that the
proposed merger between DIRECTV Group and Liberty Entertainment,
Inc. will not affect the ratings assigned to DIRECTV Holdings,
LLC.  DTVH is a wholly owned subsidiary of DTV.  DTVH's Issuer
Default Rating and senior unsecured debt are rated 'BB' by Fitch.
Fitch currently rates DTVH's senior secured debt 'BB+'.  The
Rating Outlook for DTVH is Stable.  DTVH had $5.8 billion of debt
outstanding as of Dec. 31, 2009.


FAIRPOINT COMMUNICATIONS: Bank Debt Sells at 38% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Fairpoint
Communications is a borrower traded in the secondary market at
61.83 cents- on-the-dollar during the week ended May 8, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 12.28
percentage points from the previous week, the Journal relates.
The loan matures March 31, 2015.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B2 rating and S&P's B rating.

Headquartered in Charlotte, North Carolina, FairPoint
Communications, Inc., provides a full range of communications
services to residential and business customers including local and
long distance voice, data, Internet, television and broadband.
FairPoint Communications is traded on the New York Stock Exchange
under the symbol FRP.  FairPoint operates 32 local exchange
companies in 18 states.  With roughly 1.9 million access line
equivalents, FairPoint is the eighth largest telecommunications
company in the United States.

                          *     *     *

The Troubled Company Reporter said May 11, 2009, that Moody's
Investors Service downgraded FairPoint Communications, Inc.'s
corporate family rating to B3 from B1 and the probability of
default rating to Caa3 from B1, and maintained the review for a
possible further downgrade, reflecting the heightened risk of debt
impairment within its capital structure.

Fitch Ratings also downgraded these ratings assigned to FairPoint
Communications, Inc., Issuer Default Rating to 'B-' from 'B+';
$551 million 13.125% senior unsecured notes due 2018 to 'B-/RR4'
from 'B+/RR4'; $170 million senior secured revolving credit
facility to 'BB-/RR1' from 'BB+/RR1'; $500 million senior secured
term loan due 2014 to 'BB-/RR1' from 'BB+/RR1'; $1.13 billion
senior secured term loan due 2015 to 'BB-/RR1' from 'BB+/RR1'; and
$200 million senior secured delayed draw term loan due 2015 to
'BB-/RR1' from 'BB+/RR1'.  In addition, Fitch has placed the
company on Rating Watch Negative.


FORD MOTOR: Equity Offering Won't Affect S&P's 'CCC+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Ford
Motor Co. (CCC+/Negative/--) and related entities are not
currently affected by Ford's announcement that it plans to offer
300 million shares of common equity, which S&P estimates could
result in proceeds of about $1.8 billion based upon the company's
recent stock price.  Ford plans to use some of the cash proceeds
to fund a portion of its contributions to the postretirement
health-care trust established with the United Auto Workers,
instead of contributing stock.

In S&P's view, the sale of common stock is mildly positive
because, depending upon how much cash is retained by Ford
following the contribution to the trust, the offering will
somewhat reduce the danger of Ford's cash balances falling to
dangerously low levels.  S&P believes that, in light of very weak
global auto sales, cash outflows during 2009 could eventually test
the company's ability to maintain sufficient liquidity toward the
latter part of 2009 or into 2010.

S&P expects continued heavy cash losses in Ford's automotive
operations for at least the next year.  The outflows are being
caused by weak auto sales in almost every market, but especially
in the U.S. and Europe.  S&P's ratings also reflect concerns that
General Motors Corp. (CC/Negative/--) could file for bankruptcy in
the coming weeks and that low production levels by many automakers
broadly are risks to Ford's liquidity, given the interwoven auto
sector supply base.  S&P believes such events could require Ford
to use some of its liquidity.

S&P expects U.S. light-vehicle sales of about 9.7 million units
this year, the lowest in 42 years and down 26% from 13.1 million
units in 2008.  S&P currently expect sales to rise to 11.2 million
units in 2010, but even with an improvement, sales would still be
15% below the weak levels of 2008.  The outlook for other major
auto markets, including Europe, will also remain bleak, in S&P's
view, until economic stabilization becomes apparent.

As of the end of March 2009, Ford had $21.3 billion in cash and
equivalents.  Ford used $3.5 billion in cash from automotive
operations in the first quarter, including personnel separation
costs but excluding certain payments to its credit company.  Of
this amount, $1 billion was related to working capital changes.
S&P expects some moderation of this negative working capital
effect in 2009, although S&P does not expect a substantial benefit
from working capital because S&P believes this would require
significant improvement in industry demand.


FRONTIER AIRLINES: Hearing on Exclusivity Extension on May 27
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on May 27, 2009, to consider approval of
Frontier Airlines Holdings, Inc. and its debtor-affiliates request
to further extend their exclusive periods to:

  (1) file a plan of reorganization through October 9, 2009; and

  (2) solicit and obtain acceptances of that plan through
      December 9, 2009.

The Court previously set the deadline for the Debtors' exclusive
plan filing period to June 4, 2009, and their exclusive
solicitation period to August 4, 2009.

Objections, if any, must be filed on or before May 18.

Pursuant to Section 1121(d)(1) of the Bankruptcy Code, the Debtors
have demonstrated "cause" for their request to extend the
Exclusive Periods by 127 days, Damian S. Schaible, Esq., at Davis
Polk & Wardwell, in New York, tells Judge Robert D. Drain.  In
particular, he says, the Debtors seek the Extensions to avoid the
necessity of having to formulate a Chapter 11 plan prematurely and
to ensure that the plan best addresses the interests of the
Debtors, their employees, creditors and estates.

Mr. Schaible relates that since the Petition Date, the Debtors
have made excellent progress towards reorganization on a wide
array of critical projects, including:

   (a) securing, negotiating and entering into debtor-in-
       possession financing sufficient for the Debtors'
       operations in Chapter 11;

   (b) amending, expanding and extending the DIP financing
       agreement and settling the amount of the prepetition
       claim of Republic Airways Holdings Inc., which is
       the largest prepetition claim filed against the Debtors;

   (c) rationalizing the Debtors' fleet and reducing their debt
       obligations;

   (d) successfully negotiating critical long-term concessionary
       agreements with the Frontier Airline Pilots Association,
       the Transport Workers Union, and the Appearance Agents and
       Maintenance Cleaners represented by the International
       Brotherhood of Teamsters;

   (e) successfully pursuing relief against the IBT under Section
       1113 of the Bankruptcy Code and making progress on
       employee-related issues;

   (f) finalizing and filing the Debtors' schedules of assets and
       liabilities, income and expenditures and executory
       contracts and unexpired leases, as well as their
       statements of financial affairs;

   (g) establishing November 17, 2008, as the deadline for
       creditors to file proofs of claim, appointing a claims
       reconciliation agent and commencing the claims review and
       reconciliation process;

   (h) establishing a claims reconciliation process, including
       procedures for the classification of, and objection to,
       thousands of claims;

   (i) objecting to 477 claims, resulting in the expungement of
       142 claims alleging $124,426,606 in prepetition
       liabilities;

   (j) continuing the process of analyzing hundreds of leases and
       executory contracts to identify those that are beneficial
       to the Debtors' estates and seeking to reject those that
       are not;

   (k) finding, securing, negotiating and entering into new and
       amended business relationships with various vendors,
       service providers and utilities; and

   (l) addressing a large number of creditor, supplier and
       customer inquiries.

Mr. Schaible adds that as of March 2009, the Debtors achieved an
operating profit for the fifth consecutive month and are
continuing to make progress on their competitive cost structure.
Furthermore, they have successfully implemented their branded fare
structure and introduced ancillary fees that have helped offset
the impact of the global recession.

Mr. Schaible attributes the Debtors' progress in their Chapter 11
cases to their "good relations" with the Official Committee of
Unsecured Creditors, which has been given access to the Debtors'
substantial information, in order to evaluate the Debtors'
businesses and plans.

Based on the progress in their bankruptcy cases and the
constructive tone of their negotiations with key constituencies,
the Debtors believe that their prospects for ultimately proposing
and filing a viable and consensual plan of reorganization are
strong.  However, the number and scope of issues in the Debtors'
large and complex Chapter 11 cases have arisen -- including
operational, financial and external market contingencies -- that
must be resolved in order for the Debtors to construct, negotiate
and propose a successful plan, Mr. Schaible says.

"The existence of unresolved contingencies, the resolution of
which will affect the Debtors' ability to propose a confirmable
plan of reorganization, supports an extension of [their] Exclusive
Periods," Mr. Schaible tells the Court, citing In re McLean
Indus., Inc., 87 B.R. 830, 834 (Bankr. S.D.N.Y. 1987).

Specifically, the Extensions are required to enable the Debtors
to:

   (1) continue to refine and implement their business model to
       deliver both a more efficient cost structure and future
       revenue growth, so that the Debtors can compete
       effectively within the commercial passenger aviation
       industry;

   (2) finish the implementation of the Debtors' successful
       Restructuring initiatives;

   (3) finish the process of analyzing, rationalizing and, where
       appropriate, renegotiating with parties to the Debtors'
       executory contracts and related obligations;

   (4) continue the evaluation and reconciliation of the more
       than 1,400 proofs of claim that have been filed against
       the Debtors;

   (5) structure, secure and negotiate exit financing sufficient
       to permit emergence from Chapter 11 and a successful and
       sustained operations post-emergence; and

   (6) develop a plan of reorganization reflecting and
       effectuating the Debtors' initiatives and providing value
       to their stakeholders.

"The fact that the Debtors have sufficient liquidity to pay their
postpetition debts as they come due suggests that the Exclusive
Periods Extension will not jeopardize the rights of postpetition
creditors," Mr. Schaible assures Judge Drain.

Rather than requesting for the Extensions as a negotiation tactic
or as a means of exerting leverage over any group of creditors,
the Extensions will give the Debtors sufficient time to develop a
Chapter 11 plan that maximizes creditor recoveries and seek to
build consensus around that plan, Mr. Schaible clarifies.

                     About Frontier Airlines

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts. Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

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


GASTAR EXPLORATION: Moody's Confirms 'Caa3' Senior Secured Rating
-----------------------------------------------------------------
Moody's Investors Service confirmed Gastar Exploration USA, Inc.'s
senior secured note rating at Caa3 (LGD 4, 53% from LGD 3, 43%).
In addition, Moody's also confirmed Gastar's Caa3 Corporate Family
Rating and Probability of Default rating.  The Speculative Grade
Rating remains SGL-4 and the outlook is negative.  This concludes
Moody's review for possible downgrade, which was initiated on
November 18, 2008 due to Moody's concern regarding an impending
covenant violation per its bank facility and external funding
needs.

Moody's has concluded its review as Gastar successfully obtained a
waiver from its bank group for its current ratio financial
covenant through 2009, removing the immediate constraint on its
liquidity profile.  Further alleviating the near term pressure and
demonstrating an ability to obtain financing, the company
successfully obtained a $25 million first lien term loan to help
fund its operating and capital expenditure program in February of
2009.

The negative outlook reflects the near term refinancing risk of
Gastar's $30 million convertible subordinated debentures which are
due in November 2009.  If the company fails to arrange a
refinancing or payoff of the convertible subordinated debentures,
instead of automatically extending to 2010, its revolving credit
facility is scheduled to mature October 15, 2009.  The credit
facility had $16.9 million outstanding at March 31, 2009 and is
amortizing $1 million a month.  The outlook also reflects Gastar's
reliance on additional external financing to fund the remaining
$50 million of capex during 2009 and working capital needs.

Moody's last rating action on Gastar dates from November 18, 2008,
at which time Moody's downgraded Gastar's notes to Caa3 from Caa2.

Gastar Exploration USA, Inc. is an independent E&P company
headquartered in Houston, Texas.


GENERAL GROWTH: Court Approves $400MM DIP Loan From Farallon
------------------------------------------------------------
General Growth Properties Inc. won court approval of a $400
million bankruptcy loan from a group led by Farallon Capital
Management LLC.  General Growth also obtained permission to use
cash on hand to fund its operations, Bloomberg's Cristopher Scinta
reported.

General Growth said in a news release that it expects the DIP
Financing to close tomorrow, May 15, 2009.  The DIP Financing will
be used to refinance certain pre-petition secured indebtedness and
provide additional liquidity to the Debtors during the Chapter 11
process.

At the May 8 hearing, General Growth presented a proposal to
obtain $400 million of DIP financing from a group of holders of
unsecured obligations, led by Farallon.  The Farallon loan
replaces the $375 million committed by Pershing Square Capital
Management, L.P., which owned 24% of General Growth's equity
before the company filed for bankruptcy.

According to Bloomberg's Bill Rochelle, Judge Gropper was unable
to decide on the competing proposals of Pershing Square and
Farallon at the conclusion of the May 8 hearing.  Judge Gropper,
according to Reuters, delayed his ruling to give him and creditors
more time to consider the competing DIP loan offers.

Bloomberg's Daniel Taub said May 12 that Farrallon, et al., will
be providing the DIP loan to General Growth.  William Ackman, head
of Pershing, said he is satisfied with the outcome regardless if
his group didn't win the bidding to provide the DIP loan.  He said
he's pleased with the Farrallon loan because it provided the mall
owner the best terms.

According to General Growth, the new DIP Loan Lenders and their
loan commitments are:

  Lender                                       Committed Amount
  ------                                       ----------------
  Farallon Capital Management, L.L.C.            $210,000,000
  Luxor Capital Group                             110,000,000
  Canpartners Investments IV, LLC                  25,000,000
  Perry Principals Investments LLC                 25,000,000
  Whitebox Combined Partners LP                    11,000,000
  Whitebox Hedged High Yield Partners LP            6,000,000
  Whitebox Convertible Arbitrage Partners LP        5,000,000
  Pandora Select Partners LP                        2,000,000
  Whitebox Special Opportunities Fund Series B      1,000,000
  Delaware Street Capital Master Fund, L.P.         5,000,000
                                               ----------------
      Total DIP Commitments                      $400,000,000

Prior to the May 8 hearing, the Debtors' proposed counsel, Marcia
L. Goldstein, Esq., at Weil, Gotshal & Manges, LLP, in New York,
said that Farallon, et al., offered improved terms, including:

  * Eliminating the proposed warrant to acquire up to 4.9% of
    the equity in the Debtors pursuant to any plan of
    reorganization;

  * $25 million in additional borrowing capacity;

  * Increasing the term of the loan by six months, from 18
    months to 24 months;

  * Adding to Debtors' option to convert the Revised DIP Loan
    into equity at emergence another option to convert the
    Revised DIP Loan to post-emergence debt; and

  * Lower interest rate and lower overall cost of borrowing.

Pershing Square Capital Management, L.P., howeve,r submitted with
the Court on May 8, a revised senior secured debtor-in-possession
credit, security and guaranty agreement, which, among others,
increases the finance firm's DIP commitments from $375 million to
$400 million.

Under the revised agreement, Pershing Square's affiliates will
commit to extend to the Debtors these amounts:

  PS Green Holdings, LLC           $142,995,000
  PS Green Inc.                     257,005,000

The Debtors' proposed counsel, Gary T. Holtzer, Esq., at Weil,
Gotshal & Manges LLP, in New York, pointed out that the salient
differences between the DIP Agreement dated May 6, 2009, entered
into with the group of bondholders and Pershing's Revised DIP
Agreement are:

  -- the Second Revised DIP Agreement contains delayed draw
     provisions;

  -- the Second Revised DIP Agreement provides for no LIBOR
     floor;

  -- the Second Revised DIP Agreement provides for a 4.0% exit
     fee, as opposed to 5.75% for the Revised DIP Agreement;

  -- the Second Revised DIP Agreement affords the Debtors the
     option to put equity to the lenders up to any amount of the
     DIP loan that the Debtors have repaid;

  -- the Second Revised DIP Agreement provides for a rights
     offering in connection with a plan of reorganization that
     causes the DIP to automatically convert to equity on same
     terms as rights offering; and

  -- the Second Revised DIP Agreement provides for a warrant,
     exercisable, as reorganized, for up to 4.9% of the
     outstanding capital stock of General Growth Properties,
     Inc. for a period of 3-1/2 years.

The Revised Pershing Agreements still contemplates the issuance
of each Grantor to PS Green Holdings warrants to acquire, upon
exercise (i) with respect to the General Growth Properties, Inc.,
4.9% of each class or series of Equity Securities of the General
Partner, and (ii) with respect to any Grantor other than GGPI,
4.9% of any class of Equity Securities of that Grantor.

The Warrants issued to PS Green Holdings will not be required to
be issued in respect of Equity Securities issued under any
employee benefit plan approved by a majority of the Board of
Directors of GGPI.

A full-text copy of the revised agreement is available for free
at http://bankrupt.com/misc/GenGrowth_2ndRevDIPAgr.pdf

A blacklined copy of the Revised Pershing DIP Agreement versus
the Bondholder DIP Agreement is available for free at:

  http://bankrupt.com/misc/GenGrowth_Blacklined2ndDIPAgr.pdf

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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


GENERAL GROWTH: BofA Seeks to Enforce Lien on $721MM Claim
----------------------------------------------------------
Bank of America, National Association, as trustee for the
registered certificate holders of Bear Stearns Commercial Mortgage
Securities, Inc., Commercial Mortgage Pass-through certifications,
notified the Court that the Trust has secured claims, plus
interest and legal costs and expenses, secured by a valid,
perfected, first priority lien in these properties owned and
operated by the Debtors:

      Secured Claim              Property
      -------------              --------
        $33,109,815              El Paso County, Colorado
                                 known as Austin Bluffs Plaza

        $56,601,774              San Joaquin County, California,
                                 known as West Valley Mall

       $196,000,000              Boone County, Missouri,
                                 known as Columbia Mall

       $240,164,438              Cuyahoga County, Ohio,
                                 known as Beachwood Place Mall

       $196,000,000              Champaign County, Illinois,
                                 known as Market Place Shopping
                                 Center

BofA says it served the Notices in lieu of seizure of the
property or other action, in the event that applicable law
requires the Trust to seize the Debtors' rents, issues, profits
and revenues, to commence an action, or to take other steps to
perfect its security interest in or lien upon said rents, issues,
profits and revenues.  BofA adds that the rents, issues, profits
and revenues derived from the Properties constitute the Trust's
cash collateral pursuant to Section 363 of the Bankruptcy Code.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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


GENERAL GROWTH: Court Bars Utility Cos. From Altering Service
-------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York granted the request of General Growth
Properties and its affiliates to:

  (i) prohibit the Utility Companies from altering, refusing, or
      discontinuing service to, or discriminating against, the
      Debtors, solely on the basis of the Chapter 11 cases, a
      debt that is owed by the Debtors for services rendered
      prepetition, or an account of any perceived adequacy of
      the Debtors' proposed adequate assurance;

(ii) approve their proposed adequate assurance for postpetition
      utility services; and

(ii) establish procedures for resolving any objections by the
      Utility Companies.

Fourteen groups of companies providing utility services to the
Debtors objected to the Motion.

Except as to the Objecting Utility Companies, Judge Gropper held
that the Debtors' proposed Adequate Assurance satisfies the
requirements under Section 366.

The Objecting Utility Companies are:

* Jacksonville Electric Authority

* Central Maine Power Company

* PacifiCorp

* Alabama Power Company and Nevada Power Company

* AT&T, and AT&T Mobility LLC

* Direct Energy Business, LLC

* The Electric Power Board of Chattanooga

* Idaho Power Company

* Trigen-Boston Energy Corp., Trigen-Baltimore Energy Corp. and
   Trigen-Las Vegas Energy Company, LLC

* Constellation NewEnergy, Inc. and Constellation NewEnergy -
   Gas Division, LLC,

* Constellation Energy Projects & Services Group, Inc. formerly
   known as Constellation Energy Source, Inc.

* Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC,
   Entergy New Orleans, Inc., Energy Texas, Inc. and Entergy
   Arkansas, Inc.

* American Electric Power, Arizona Public Service, Baltimore Gas
   & Electric Company, Florida Power Corporation doing business
   as Progress Energy Florida, Salt River Project, New York State
   Electric and Gas Corporation, Southern California Edison
   Company, Consolidated Edison Company of New York, Inc., Duke
   Energy Carolinas, LLC, Virginia Electric and Power Company
   doing business as Dominion Virginia Power, The East Ohio Gas
   Company doing business as Dominion East Ohio, The Cleveland
   Electric Illuminating Company, Toledo Edison Company,
   Southwest Gas Corporation, Georgia Power Company, The
   Connecticut Light and Power Company, Commonwealth Edison
   Company, PECO Energy Company, Exelon Energy, Public Service
   Electric and Gas Company and DTE Energy Company

* Public Service Company of New Mexico and New Mexico Gas
   Company

Most of the Objecting Utilities argued that the proposed adequate
assurance payment is inadequate.  Thirty-five of the Objecting
Utilities asked the Court for these cash deposits as adequate
assurance of payment:

       Utility                            Cash Deposit
       -------                            ------------
       Trigen Boston                           $49,707
       Trigen Baltimore                         25,190
       Trigen-LV                               489,652
       JEA                                     478,000
       Central Maine Power                     116,787
       PacifiCorp                              152,000
       Alabama Power                            97,035
       Nevada Power                            123,210
       AT&T and AT&T Mobility                1,452,700
       Direct Energy Business                1,280,048
       American Electric                       265,779
       Baltimore Gas                           852,331
       Consolidated Edison                   1,398,385
       Commonwealth Edison                     259,677
       PECO Energy                             242,640
       Dominion Virginia                       571,237
       Dominion East                               112
       Duke Energy                             199,590
       Georgia Power                           162,930
       Toledo Edison                            42,288
       Cleveland Electric                      118,978
       New York State Electric                  11,520
       Progress Energy                         422,740
       Salt River Project                       18,673
       Southern California Edison              261,500
       Southwest Gas                           101,545
       Public Service Energy                   510,420
       DTE Energy                              855,994
       Chattanooga Electric Power Board         53,863
       Entergy Entities                      1,120,250
       Idaho Power                              92,741
       Constellation Energy Projects           211,774
       Public Service                          291,225
       New Mexico Gas                           26,764

JEA and Entergy Entities asserted that, contrary to the Motion,
security deposits are not returned to the utility customer until
service is terminated.  Central Maine and American Electric Power
said the Motion seeks to levy upon them responsibilities not
imposed by bankruptcy statutes and which, if not properly and
timely undertaken, would result in a waiver of a utility's rights
under Section 336 of the Bankruptcy Code.

The Entergy Entities notified the Court that, pursuant to Rules
30(b)(6) and 7030 of the Federal Rules of Civil Procedure, they
have taken the oral deposition of the Rule 30(b)(6) designee of
the Debtors on May 7, 2009.  The Entergy Entities ask the Debtors
to produce certain documents, a list of which is available for
free at http://bankrupt.com/misc/GenGrowth_DocumentRequest.pdf

PacifiCorp said the Debtors provided inadequate notice given the
number of service accounts of PacifiCorp.  Alabama Power and
Nevada Power pointed out that the Motion is flawed because the
Debtors propose to furnish the proposed deposit only to those
utilities that ask for it.

The AT&T Entities assured the Court that the Debtors' liquidity
would not be adversely affected if the Debtors were required to
post a deposit or prepay monthly services.  If the Debtors do
contest, the AT&T Entities ask the Court to implement a procedure
by which disputes are resolved in an expedited manner.

Direct Energy said the Motion excluded it as utility provider for
Debtor Spring Hill Mall LLC.  To the extent that the same Spring
Hill is identified in the Motion, Direct Energy demands adequate
assurance of payment with respect to.

The Constellation NewEnergy Entities asked the Court to enter an
order determining that they are not "utilities" within the meaning
of Section 366.  The Constellation Entities also asked the Court
to direct the Debtors to continue performing their prepetition
obligations prior to termination of their agreements.  Moreover,
the Constellation NewEnergy Entities asked the Court for adequate
assurance of payment.  Pursuant to a consent order, the Court
authorized Constellation Entities to file under seal certain
agreements with Constellation Entities' objections.

Public Service asked the Court to direct the Debtors to correct
the Utility List to (i) add New Mexico Gas as a utility company
and (ii) state the utility services provided by Public Service and
New Mexico Gas.

Pursuant to Section 366(c)(2) of the Bankruptcy Code, a utility
may alter, refuse or discontinue a debtor's utility service if the
utility does not receive from the debtor or the trustee within 30
days of the Petition Date adequate assurance of payment for
postpetition utility services.  Section 366(c)(1) provides that
assurance of payment of postpetition charges may consist of (i)
cash deposit; (ii) letter of credit; (iii) a certificate of
deposit; (iv) a surety bond; (v) a prepayment of utility
consumption; or (v) another form of security that is mutually
agreed on between the utility and the debtor

The Debtors' proposed counsel, Marcia L. Goldstein, Esq., at Weil,
Gotshal & Manges LLP, in New York, said uninterrupted Utility
Services is critical to the Debtors' business operations.  Any
interruption in Utility Services to the Debtors' shopping centers
and other properties would have a material adverse impact on the
Debtors' business operations, she stresses.  Moreover, the Debtors
believe that there are few, if any, defaults or arrearages to
their undisputed invoices for prepetition Utility Services, other
than payment interruptions that may be caused by their bankruptcy.

The Debtors intend to pay all postpetition obligations owed to the
Utility Companies in a timely manner and have $140 million of cash
on hand.  In addition, the Debtors told the Court that given their
postpetition secured financing, they will have sufficient funds to
make postpetition payments to Utility Companies.

For the last 12 months, the Debtors have, on average, paid
$7.1 million per two week period on account of Utility Services.

                  Debtors Address Objections

The Debtors' proposed counsel, Gary T. Holtzer, Esq., at Weil,
Gotshal & Manges LLP, in New York, argued that none of the
Objections are supported by the case law or the facts of the
Debtors' Chapter 11 cases.  He said despite the Debtors' efforts,
many of the Objecting Utility Parties assert that they should have
the unfettered right based upon their reading of Section 366 to
determine what constitutes adequate assurance and that the
Motion's proposed procedures violate those rights.

Given the size and complexity of the Debtors' Chapter 11 cases,
requiring the Debtors to reach agreements with each and every
Utility Company within the first 30 days of their Chapter 11
cases, or else face the risk that the Utility Companies may
arbitrarily decide to terminate services, is patently unreasonable
and unworkable, Mr. Holtzer asserted.  To avoid this scenario, the
U.S. Congress, he said, provided that the courts may order the
modification of amounts demanded by utility provides.

Mr. Holtzer argued that nothing in Section 366(c) prevents a
debtor from proposing an amount of adequate assurance or from
asking the court to determine the amount of adequate assurance.
He added that well-established precedent makes clear that
"adequate assurance" is not the same as "complete assurance" or "a
guaranty of payment" and only refers to the assurance as is
reasonable under the facts and in light of the risks presented.
Nowhere in the revised statutory language is there a suggestion
that utilities are entitled to complete assurance, he pointed out.

Mr. Holtzer assured the Court that the Objecting Utility Companies
are not facing an unreasonable risk of nonpayment when the Debtors
have positive cash flow and are continuing to operate as a going
concern.  Pursuant to the Debtors' Cash Collateral and DIP
Financing Motions, Mr. Holtzer said there will be sufficient funds
available to permit the Debtors to pay the Utility Companies for
postpetition services in a timely manner.

For the reasons stated, the Debtors asked the Court to overrule
the Objections in their entirety, and grant the Motion.

                     Court Rules on Motion

With respect to the Objecting Utility Companies, Judge Gropper
said the Motion and the objections are resolved pursuant to a
separate agreement between the Debtors and each Objecting Utility
Company, except the Trigen Entities and the Constellation
NewEnergy Entities, for provision of adequate assurance, which
agreement is approved by the Utility Order.

Judge Gropper ruled that the Utility Order will not apply to the
Trigen Entities as their joint objection has been continued by
agreement of the Trigen Entities and the Debtors until a later
date.  In the interim, the Trigen Entities will continue to
provide Utility Services to the Debtors in the ordinary course of
the Debtors' business pending settlement of the objection.

Judge Gropper added that the Motion is withdrawn as to the
Constellation NewEnergy Entities as they are not "utilities" as
the term is defined under Section 366.  Nothing in the Utility
Order will alter or affect the agreements or relationships between
the Debtors and the Constellation NewEnergy Entities.

An updated list of the Debtors' Utility Companies as of May 11,
2009, is available for free at:

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

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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


GENERAL GROWTH: NYSE Delists Common Stock From Trading
------------------------------------------------------
New York Stock Exchange Inc. filed a Form 25 notifying the U.S.
Securities and Exchange Commission of the removal from listing or
registration under Section 12(b) of the Securities and Exchange
Act of 1934 of General Growth Properties, Inc.'s common stock on
May 11, 2009.

Paras Madho, director of the NYSE, relates that NYSE has complied
with its rule to strike General Growth's common stock from listing
or registration on the NYSE.

NYSE Regulation, Inc., said on April 16, 2009, that it determined
that the common stock of General Growth should be suspended
immediately.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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


GENERAL GROWTH: Parties Balk at Bid to Use Cash Collateral
----------------------------------------------------------
Several parties object to General Growth Properties' bid to use
their mortgage lenders' cash collateral.

As reported by the Troubled Company Reporter on April 21, 2009,
the Debtors obtained interim authority from Judge Allan Gropper of
the U.S. Bankruptcy Court for the Southern District of New York to
utilize from the Petition Date until May 8, 2009, the cash
collateral securing numerous mortgage lenders.  Most of the
Debtors' cash needs are met by collection of rents from tenants at
their shopping centers and other properties.  Without use of cash
collateral, the Debtors will be unable to manage and pay the
expenses of continued operation of their properties, Marcia
Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New York, had
said.

The Debtors seek to use Cash Collateral in an amount that is to be
consistent with the expenditures described in their 13-Week
Projection, a full-text copy of which is available for free at
http://bankrupt.com/misc/gengrowth13weekbudget.pdf

Approximately $209 million of Cash Collateral is expected to be
used during the period from the Petition Date through May 8, 2009,
and the Debtors expect to have receipts in the amount of
approximately $211 million during that period, Ms. Goldstein said.

(a) Ivanhoe Capital LP

Ivanhoe Capital complains that the Debtors' motion appear to
propose using Ivanhoe's cash collateral without providing any
adequate protection.  While Ivanhoe Capital believes the Debtors'
intent is to carve out its cash collateral from the cash
collateral that the Debtors seek permission to use, the Debtors'
proposed Revised Final DIP Order does not reflect this intention,
Ivanhoe points out.

Ivanhoe Capital relates that during the cash collateral interim
hearing, the Debtors explained that the inclusion of Ivanhoe's
cash collateral was in error and have now removed Ivanhoe from
the Property Lenders and adequate protection lenders, which
resulted to Ivanhoe's removal from the parties entitled to
adequate protection while leaving its cash collateral in the cash
collateral the Debtors seek to use and encumber.

Ivanhoe asks the Court to deny the Motion unless it is ordered
that (i) the cash collateral that the Debtors are authorized to
use, or authorized to pledge as collateral for DIP financing or
as adequate protection, does not include GGPLP shares or GGPLP
Share Distributions, and (ii) to the extent that GGP Ivanhoe JV
makes any distributions on its common stock, Ivanhoe Equities
will receive its 49% share of those distributions, and GGPLP's
51% share will be paid to Ivanhoe Capital as adequate protection
and applied to the interest and principal on Ivanhoe Capital's
loan.

(b) Deutsche Bank Trust Company Americas

In a surreply, Deutsche Bank, as administrative agent for lenders
to Debtors Fashion Show Mall, LLC, and Shoppes at Palazzo, points
out that disrupting the existing cash management system would
jeopardize the future successful reorganization of the Fashion
Show and Palazzo Debtors, and unduly prejudice their creditors,
including the Agents -- by stripping away cash currently being
applied for the sole benefit of those estates, and making it
available to support the entirely unrelated business activities,
working capital needs, and credit obligations of affiliates that
provide no tangible services or benefits to the estate.

Deutsche Bank insists that the lien package offered by the
Debtors fails to provide the Fashion Show and Palazzo lenders
with adequate protection against diminution in the value of their
cash collateral.

Deutsche Bank stresses that the proposed lien on cash
concentrated in a centralized account maintained under the
Debtors' Centralized Cash Management System does not constitute
the "indubitable equivalent" of the Fashion Show and Palazzo
Lenders' interest in the cash collateral at the Fashion Show
property level.  As to the second lien on Goldman Properties,
Deutsche Bank complains that the Debtors have offered no evidence
of the value of these assets, either in themselves or net of the
first lien to secure the DIP Loan, and so there is no basis for
the Court to conclude that a "silent second lien" is an
appropriate substitute for sequestered cash and principal
amortization.  Accordingly, Deutsche Bank asks the Court to deny
the Motion.

James Rolison filed a supplemental declaration in support of
Deutsche Bank's Surreply, a full-text copy of which is available
for free at http://ResearchArchives.com/t/s?3caf

(c) ING Clarion Capital Loan Services, LLC

In furtherance of ING's previous objection, Stephen Baines filed
a declaration, a full-text copy of which is accessible for free
at http://ResearchArchives.com/t/s?3cb0

(d) Bank of America

Job Warshaw amended his previous declaration in support of Bank
of America, National Association's Objection.  The Amended
Declaration is accessible for free at:

             http://ResearchArchives.com/t/s?3cb1

(e) Northwestern Mutual

The Northwestern Mutual Life Insurance Company, a secured lender
to Debtors Rouse SI Shopping Center, LLC, and Lansing Mall
Limited Partnership, does not object to the Debtors' use of cash
collateral provided that:

   (i) rents and other funds generated from Northwestern
       Real Property Collateral should be used to pay all taxes,
       insurance and other charges associated with Northwestern
       Real Property Collateral on a timely basis; and

  (ii) the Court will confirm that Northwestern is an "adequate
       protection party" and is receiving the protections
       accorded to the Adequate Protection Parties in connection
       with the use of its cash collateral.

Northwestern Mutual reserves all rights to oppose the Debtors'
continuing use of cash collateral if it determines that its
interests in the Staten Island Collateral or the Lansing
Collateral are not adequately protected.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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


GENERAL GROWTH: Wells Fargo Seeks to Enforce Lien on $67MM Claim
----------------------------------------------------------------
Wells Fargo Bank, N.A., as trustee for registered holders of J.P.
Morgan Chase Commercial Mortgage Securities Corp., Mortgage Pass-
through Certificates notifies the Court that the Trust has a
secured claim for $67,086,807 secured by a valid, perfected, first
priority lien on and security interest in Debtor Collin Creek Mall
L.P.'s real property and improvements located in Collin County,
Texas, known as Collin Creek Mall.

Wells Fargo files the notice in lieu of seizure of property or
other action, in the event that applicable law requires the Trust
to seize the Debtors' rents, issues, profits and revenues, to
commence an action, or to take other steps to perfect its security
interest in or lien upon the rents, issues, profits and revenues.
Wells Fargo says the rents, profits and revenues derived from the
Property constitutes the Trust's cash collateral pursuant to
Section 363 of the Bankruptcy Code.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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


GENERAL MOTORS: Will Warn 1,000 Underperforming Dealers
-------------------------------------------------------
Sharon Terlep at Dow Jones Newswires reports that General Motors
Corp. will inform at least 1,000 auto dealers by Friday that their
businesses are considered underperforming.

Dow Jones relates that GM is trying to cut about 2,600 dealerships
by 2010 as part of a downsizing ordered by the U.S. government.
According to Dow Jones, GM spokesperson Susan Garontakos said that
the Company has completed an evaluation of its dealer network that
determined which dealerships it should let go and which should
remain.

            GM to Start Importing Vehicles From China

Josh Mitchell at The Associated Press reports that GM will begin
importing 17,335 Chinese-built vehicles into the U.S. in 2011 to
save on manufacturing costs, and could increase that number to
more than 38,000 in 2012 and more than 53,000 in 2013.  GM, says
The AP, makes vehicles in its Shanghai General Motors factory for
sale in Asia.

The AP states that imports from other countries, including South
Korea, Japan, and Mexico, would also increase.

GM, says The AP, is planning to eliminate about 21,000
manufacturing jobs in the U.S.

                    About General Motors Corp.

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

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

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

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

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

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

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

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

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

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

                      Going Concern Doubt

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

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

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


GENTA INC: Says Funds Won't Last After June, Warns of Bankruptcy
----------------------------------------------------------------
Genta Incorporated said it currently projects that it will run out
of funds in June 2009 absent additional funding.  Moreover, the
Company does not have any additional financing in place.  If the
Company is unable to raise additional funds, it could be required
to reduce its spending plans, reduce its workforce, license or
sell assets or products it would otherwise seek to commercialize
on its own, or file for bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, on acceptable
terms.

Genta said its recurring losses and negative cash flows from
operation raise substantial doubt about its ability to continue as
a going concern.

Early this week, Genta reported a net loss of $11.1 million, or
$0.01 per share, for the first quarter of 2009, compared with a
net loss of $9.7 million, or $0.29 per share, for the first
quarter of 2008.

Research and development expenses were $2.3 million for the three
months ended March 31, 2009, compared with $6.4 million for the
three months ended March 31, 2008. Part of this decline is due to
the Company's recognition of $2.5 million in license payments for
tesetaxel in March 2008.  In addition, the company had lower
research and development expenses in 2009, primarily due to lower
payroll costs as a result of reductions in headcount in April and
May 2008.

Selling, general and administrative expenses were $2.2 million for
the three months ended March 31, 2009, compared with $3.6 million
for the three months ended March 31, 2008.  This decrease was
primarily due to lower payroll costs, resulting from the two
reductions in workforce and lower office rent, resulting from the
termination of a lease for one floor of office space in May 2008.

In June 2008, the Company issued $20 million of senior secured
convertible notes, issued its private placement agent a warrant to
purchase 40,000,000 shares of Genta common stock and incurred a
financing fee of $1.2 million.  The deferred financing costs,
including the financing fee and the issuance of the warrant, are
being amortized over the two-year term of the convertible notes.
At the time the notes were issued, the Company recorded a debt
discount (beneficial conversion) relating to the conversion
feature in the amount of $20.0 million.  The resultant debt
discount is being amortized over the term of the notes through
their maturity date.  The amortization of deferred financing costs
and debt discount was $6.3 million for the three months ended
March 31, 2009.

During the first three months of 2009, cash used in operating
activities was $4.3 million compared with $6.2 million for the
same period in 2008, reflecting the reduced size of the Company.
At March 31, 2009, the Company had cash and cash equivalents
totaling $598,000, compared with $4.9 million at December 31,
2008.  At March 31, 2009, Genta had $7.13 million in total assets,
$11.0 million in total current assets, $6.6 million in total long-
term liabilities, $9.51 million in working capital deficiency, and
$10.5 million in stockholders' deficit.

On April 2, 2009, the Company entered into a securities purchase
agreement with certain accredited institutional investors to place
up to $12 million of senior secured convertible notes -- 2009
Notes -- and corresponding warrants to purchase common stock. The
Company closed on approximately $6 million of such notes and
warrants on April 2, 2009.

The 2009 Notes bear interest at an annual rate of 8% payable semi-
annually in other senior secured convertible promissory notes to
the holder, and will be convertible into shares of the Company's
common stock at a conversion rate of 500,000 shares of common
stock for every $1,000.00 of principal amount outstanding.  In
addition, the 2009 Notes include certain events of default,
including a requirement that the Company effect a reverse stock
split of its Common Stock within 105 days of April 2, 2009.  The
notes and warrants are convertible into approximately 3.9 billion
shares.  There are currently not enough shares of Common Stock
authorized under the Company's certificate of incorporation to
cover the shares underlying the 2009 Notes and warrants and the
2008 Notes.  At present, the Company has approximately 3.4 billion
shares outstanding.  A special meeting of the Company's
stockholders will be held on May 27, 2009.  The Company has
recommended to its stockholders that they provide authorization to
the Company's Board of Directors to effect a reverse split in any
ratio from 1:2 to 1:100.

The terms of the 2009 Notes enable noteholders, at their option,
to purchase additional notes with similar terms.

A full-text copy of Genta's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?3cd2

                           About Genta

Genta Incorporated -- http://www.genta.com/-- is a
biopharmaceutical company with a diversified product portfolio
that is focused on delivering innovative products for the
treatment of patients with cancer.  Two major programs anchor the
Company's research platform: DNA/RNA-based Medicines and Small
Molecules. Genasense(R) (oblimersen sodium) Injection is the
Company's lead compound from its DNA/RNA Medicines program.  The
leading drug in Genta's Small Molecule program is Ganite(R)
(gallium nitrate injection), which the Company is exclusively
marketing in the U.S. for treatment of symptomatic patients with
cancer related hypercalcemia that is resistant to hydration.  The
Company has developed G4544, an oral formulation of the active
ingredient in Ganite, which has recently entered clinical trials
as a potential treatment for diseases associated with accelerated
bone loss.  The Company is also developing tesetaxel, a novel,
orally absorbed, semi-synthetic taxane that is in the same class
of drugs as paclitaxel and docetaxel.  Ganite and Genasense are
available on a "named-patient" basis in countries outside the
United States.


GEORGIA GULF: Inks Forbearances With Noteholders Through June 15
----------------------------------------------------------------
Georgia Gulf Corporation has entered into agreements with the
holders of its 9.5% Senior Notes due 2014 and 10.75% Senior
Subordinated Notes due 2016 comprising the requisite percentages
thereof to ensure that such indebtedness may not be accelerated
under the indentures for such notes prior to June 15, 2009 due to
$34.5 million of interest payments due April 15, 2009 under such
notes being withheld by the Company.  The requisite holders of the
Company's 7.125% Senior Notes due 2013 have provided a similar
agreement.  These forbearance agreements were entered into with
over 84 percent, 79 percent and 53 percent of the holders of the
Company's 2014 senior notes, 2016 senior subordinated notes and
2013 senior notes, respectively.  All three of the notes issuances
are the subject of previously announced private exchange offers.

Upon expiration of these forbearances on June 15, 2009, an
acceleration of indebtedness under any issue of the notes would
constitute cross defaults under the Company's other note issues
and its senior secured credit facility, permitting the holders of
such debt to accelerate.  In the event of any such acceleration,
the Company would be required to immediately explore alternatives
which could include a potential reorganization or restructuring
under the bankruptcy laws.

The Company also has extended the early participation deadline and
the expiration date for the exchange offers until 12:00 midnight,
New York City time June 1, 2009.  The exchange offers provide for
the exchange of the three issues of outstanding notes for
$250,000,000 aggregate principal amount of 15% Senior Secured
Second Lien Notes due 2014 and 6,922,255 shares of Georgia Gulf
common stock.

Each exchange offer will expire at 12:00 midnight, New York City
time, on June 1, 2009, unless extended. As of May 13, 2009
approximately $18.8 million, $17.9 million and $150 thousand of
the $100 million, $500 million and $200 million in principal
amount outstanding of the 2013, 2014 and 2016 notes had been
tendered in the exchange offers. Full details of the exchange
offers and related consent solicitations are included in the
offering memorandum for these exchange offers, copies of which are
available to Eligible Holders (as defined below) from Global
Bondholder Services Corporation, the information agent, by calling
(212) 430-3774 or toll free at (866) 873-7700.

The exchange offers have been made, and the new notes and shares
of common stock are being offered and will be issued, in a private
transaction in reliance upon an exemption from the registration
requirements of the Securities Act of 1933, only to holders of the
notes (i) in the United States, that are "qualified institutional
buyers," as that term is defined in Rule 144A under the Securities
Act, or (ii) outside the United States, that are persons other
than "U.S. persons," as that term is defined in Rule 902 under the
Securities Act, in offshore transactions in reliance upon
Regulation S under the Securities Act.

Neither the new notes nor the shares of common stock have been
registered under the Securities Act of 1933 or any state
securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements.

As reported by the Troubled Company Reporter, Georgia Gulf
extended the early participation deadline and the expiration date
for its private exchange offers until 12:00 midnight, New York
City time May 14, 2009.  The exchange offers provide for the
exchange of old notes for $250,000,000 aggregate principal amount
of 15% Senior Secured Second Lien Notes due 2014 and 6,922,255
shares of Georgia Gulf common stock.

                       About Georgia Gulf

Georgia Gulf Corporation is a manufacturer and international
marketer of two integrated chemical product lines, chlorovinyls
and aromatics.  The Company's primary chlorovinyls products are
chlorine, caustic soda, vinyl chloride monomer (VCM), vinyl resins
and vinyl compounds.  Its aromatics products are cumene, phenol
and acetone. The Company has four business segments: chlorovinyls;
window and door profiles, and moldings products; outdoor building
products, and aromatics.

As of December 31, 2008, the Company's balance sheet showed total
assets of $1.61 billion and total liabilities of $1.75 billion
resulting in total stockholders' deficit of $139.92 million.  As
of December 31, 2008, the Company had $90 million of cash on hand
as well as $143 million of borrowing capacity available under its
revolving credit facility.  The Company reduced net debt by
$83 million during 2008 and was in compliance with its debt
covenants for the quarter ended December 31, 2008.

                           *     *     *

As reported by the Troubled Company Reporter on April 2, 2009,
Fitch Ratings has downgraded Georgia Gulf's Issuer Default Rating
to 'C' from 'CC' following its announcement of an exchange offer
of $250 million in second lien notes for all of its senior
unsecured and subordinated notes with a par amount of
$794.6 million.  A minimum threshold of the exchange offer is 95%
of the aggregate outstanding senior unsecured and senior
subordinated notes.  Fitch has also downgraded Georgia Gulf's
senior secured credit facility to 'B-/RR1' from 'B/RR1'.  The
downgrade reflects Fitch's view that the proposed transaction
constitutes a Coercive Debt Exchange in accordance with Fitch's
CDE Criteria published March 3, 2009, and that a CDE or other form
of default is imminent.

Should the exchange prevail in full, interest expense would be
reduced by about $38 million annually and debt net of cash would
be reduced by $530 million.  The exchange incorporates payment of
accrued interest on the notes in cash.  Fitch notes that
$38 million in interest is due April 15, 2009 on the 9.5% senior
unsecured notes due October 15, 2014 and on the 10.75% senior
subordinated notes due October 15, 2016.  Early exchange by
April 14, 2009, is encouraged by additional consideration in the
form of a pro rata share of 6.9 million shares of common stock
representing 19.9% of existing equity.


GLOBE MANUFACTURING: 11th Cir. Examines Ordinary Course Defense
---------------------------------------------------------------
WestLaw reports that payments that a Chapter 11 debtor made,
during the 90-day preference period, to a contractor that had
installed a commercial climate control system in the debtor's
plant were not shown to be ordinary between the parties.  The
parties had no prior course of dealing with each other sufficient
to establish the ordinariness of payments, and the payments were
made roughly one month after the due dates specified in the
parties' contract.  Accordingly, the contractor could not
successfully assert an "ordinary course of business" defense to
the trustee's preference claims.  In re Globe Manufacturing Corp.,
--- F.3d ----, 2009 WL 1272416 (11th Cir.).

Established in 1945, Globe Manufacturing Corp. produces
Glospan(R) and Cleerspan(R) Spandex Performance Fibers and is a
premier worldwide spandex fiber supplier.

As previously reported, an involuntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code was filed on December 20,
2000, in Boston, Massachusetts, by a group of holders of Globe's
Senior Subordinated Notes due 2008.  On January 12, 2001, the
Massachusetts Bankruptcy Court dismissed the bankruptcy case.  On
January 13, 2001, the Company filed a voluntary petition under
Chapter 11 in Alabama and Globe entered voluntary bankruptcy as a
debtor-in-possession.

Todd Snyder at Rothschild Inc. helped Globe orchestrate a sale of
its assets to RadiciSpandex Corp., a subsidiary of the Radici
Group based in Italy in early 2001 under bankruptcy court
supervision.


GREENBRIER HOTEL: Court to Consider Case Dismissal May 19
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
(Richmond) will convene a hearing on May 19 to consider a bid to
dismiss Greenbrier Hotel Corp's Chapter 11 case, Bloomberg's Bill
Rochelle said.

Greenbrier Hotel said last week that its non-bankrupt holding
company was purchased by West Virginia businessman James C.
Justice II.  Mr. Justice purchased the Greenbrier resort and 80%
of The Greenbrier Sporting Club for $20 million.

According to Mr. Rochelle, since all third-party debt will be paid
in full, the hotel says that remaining in Chapter 11 only adds
expense and drives away customers while providing no practical
benefit.

Greenbrier entered Chapter 11 in March to carry out a sale to
Marriott International Inc.  Mr. Justice agreed to return
Marriott's deposit and pay the breakup fee owed to Marriott,
Bloomberg stated.  The dismissal motion says the breakup fee is
the only damages that Marriott may seek as a consequence of not
being able to complete the purchase.

Mr. Justice agreed to maintain operations for at least two years.
He also acquired the $91 million unsecured debt the hotel owes to
its previous owner, CSX Corp.  For its part, CSX assumed the
hotel's pension obligations.

Greenbrier has no secured debt.

Based in White Sulphur Springs, West Virginia, Greenbrier Hotel
Corporation -- http://www.greenbrier.com/-- fka CSX Hotels, Inc.,
The White Sulphur Springs Co. is a wholly owned subsidiary of The
Greenbrier Resort and Management Corporation, which is wholly
owned by CSX Corporation.

Greenbrier Hotel and its affiliates filed for Chapter 11
protection on March 19, 2009, (Bankr. E. D. Va. Lead Case No.: 09-
31703) Dion W. Hayes, Esq. and Patrick L. Hayden, Esq. at
McGuireWoods LLP represent the Debtors in their restructuring
efforts.  The Debtors propose to employ Huddleston Bolen LLP as
corporate counsel; Dinsmore & Shohl LLP as special labor counsel;
Kurtzman Carson Consultants LLC as claims agent.  The Debtors
listed assets of $50 million to $100 million and debts of
$100 million to $500 million.


GREGORY DAILY: Files for Bankruptcy After $300MM Verdict
--------------------------------------------------------
Gregory S. Daily, Chairman and Chief Executive Officer of
iPayment, Inc., filed for personal bankruptcy protection under
Chapter 11 of the United States Bankruptcy Code in Nashville,
Tennessee, on May 11, 2009, after losing a court battle.

On Monday, a jury in the Superior Court of the State of California
for the County of Los Angeles handed down a verdict for
$300 million, plus potential punitive damages, against Mr. Daily.

The Tennessean reports that the jury verdict followed trial of a
6-1/2-year-old complaint in which Douglas Shooker, a venture
capitalist based in California, accused Mr. Daily of thwarting his
attempts to invest in iPayment through an earlier agreement.  Mr.
Shooker, The Tennessean says, also accused Mr. Daily of stealing
his research into a Web-based credit card processing system.

According to The Tennessean, James N. Penrod, Esq., Mr. Daily's
counsel in San Francisco, said he disagreed with the verdict and
would likely appeal.

iPayment clarified that the lawsuit was brought against Mr. Daily
individually and not in his capacity as the Chairman and Chief
Executive Officer or Director of the Company.  Neither the
Company, nor any other shareholders, officers, employees or
directors were a party to the action.  The Company has no
indemnification, reimbursement or any other contractual obligation
to Mr. Daily in connection with this legal matter.

Based in Nashville, Tennessee, Gregory Scott Daily is the chairman
and chief executive officer of iPayment, Inc.  He filed for
bankruptcy on May 11, 2009 (Bankr. M.D. Tenn. Case No. 09-05337).
Judge Marian F. Harrison presides over the case.  William L.
Norton, Esq., at Bradley Arant Boult Cummings LLP, in Nashville,
serves as Mr. Daily's counsel.  Mr. Daily disclosed $10,000,001 to
$50,000,000 in assets and $100,000,001 to $500,000,000 in debts.
He did not file a list of 20 largest unsecured creditors together
with his petition.

iPayment provides card-based payment processing services to small
business merchants located across the United States.  The Company
enables merchants to accept credit and debit cards as payment for
their products and services by providing card authorization, data
capture, settlement, risk management, fraud detection and
chargeback services.  Its services also include data organization
and retrieval, ongoing merchant assistance and resolution support
in connection with disputes with cardholders.

iPayment is not a party to the bankruptcy proceedings.


HARTMARX CORP: Workers Threaten to Occupy Plant
-----------------------------------------------
Socialistworker.org reports that Hartmarx Corporation workers have
threatened to occupy the Company's plant if Wells Fargo bank tries
to liquidate the Company.

Socialistworker.org relates that the workers, members of the
Workers United union, are demanding that Wells Fargo agree to
finance efforts to maintain production and 3,600 jobs, either with
current management or a new owner.  Wells Fargo, which received
$25 billion in government funds as part of the financial bailout
in 2008, should be obligated to support workers whose taxes are
being used to fund the rescue, the report states, citing workers.

According to Socialistworker.org, politicians in Illinois are
supporting the workers.  Socialistworker.org says that State
Treasurer Alexi Giannoulias threatened to withdraw $8 billion in
state funds from Wells Fargo.

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

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


HARTFORD FINANCIAL: Fitch Cuts Ratings on Junior Bonds to 'BB+'
---------------------------------------------------------------
Fitch Ratings has downgraded these Hartford Financial Services
Group, Inc. ratings:

  -- Issuer Default Rating to 'BBB' from 'BBB+';
  -- Senior debt to 'BBB-' from 'BBB'.

Fitch has also downgraded the Insurer Financial Strength ratings
of HFSG's primary life insurance subsidiaries to 'A-' from 'A'.
In addition, Fitch has affirmed the 'A+' IFS ratings of HFSG's
property/casualty insurance subsidiaries.  The Rating Outlook is
Negative.

The downgrade reflects Fitch's updated view of Hartford's primary
life insurance subsidiaries in light of continued challenges in
the first quarter and public statements by management concerning
the suspension of its annuity sales in various international
operations and the exploration of options concerning its
institutional markets division.  The current rating reflects a
more modest degree of potential support from HFSG's
property/casualty operations than previously incorporated into the
ratings and is a step closer to a stand alone rating for the life
insurance subsidiaries.

Relative to the property/casualty operation, Fitch believes that
the life operation holds the majority of risky assets and has
greater earnings volatility due to variable annuity benefit
guarantees, while the property/casualty operation has continued to
produce favorable underwriting results.  Consequently, the primary
life insurance subsidiaries now maintain IFS ratings two notches
below the property/casualty operating subsidiaries.  Additional
factors include reduced estimates of GAAP profitability in its
life operations going forward and continued declines in
capitalization in the first quarter of 2009 that have increased
financial leverage.

Fitch's Negative Outlook reflects HFSG's exposure to the currently
volatile credit and equity market conditions, which continue to
negatively affect the organization's capital position and earnings
outlook, particularly in its variable annuity business.  If the
company suffers additional significant losses, or experiences
further declines in capital, the ratings could be lowered.

HFSG posted a first quarter 2009 GAAP net loss of $1.2 billion,
driven by an after-tax charge of $1.5 billion related to its DAC
unlock or reduced estimates of the profitability of its variable
annuity business.  As a result, shareholders' equity declined $1.4
billion, or 15% in the first three months of 2009 to $7.9 billion
at March 31, 2009.  This increased HFSG's equity credit adjusted
debt-to-total capital ratio (including accumulated other
comprehensive income) to 34.9% at March 31, 2009, up from 31.9% at
Dec. 31, 2008.

HFSG maintains financial flexibility with approximately $1 billion
available in holding company cash following the company's
repayment of $375 million borrowed under the Federal Reserve's
Commercial Paper Funding Facility.  The source of this remaining
cash is primarily the $1 billion from Allianz SE that was not
contributed to the life insurance operations followings Allianz's
$2.5 billion investment in Hartford in the fourth quarter of 2008.
Additional financial flexibility is provided through a $1.9
billion revolving credit facility and a $500 million contingent
capital facility.

HFSG's life insurance capital position has weakened somewhat thus
far in 2009 with statutory capital and surplus down $445 million
to $5.6 billion at March 31, 2009.  Fitch notes that this
statutory surplus amount includes a benefit of approximately $1
billion for permitted practices currently granted by the
Connecticut Department of Insurance that Fitch excludes from its
analysis of the life insurance company's capital position.  The
company estimated that risk-based capital at March 31, 2009 is in
the range of 420% to 430% compared to 462% at year-end 2008.
Excluding the permitted practices benefit, Fitch estimates an RBC
range of 345% to 355% at March 31, 2009, compared to 387% at Dec.
31, 2008.  Isolating the impact of equity markets only, the
company also expects that, given existing enterprise capital
resources, it should be able to maintain a 325% RBC at year-end
2009, with an S&P 500 Index value of 700.

Fitch believes that HFSG's hedging strategy has aided in reducing
the effect of the unprecedented market declines to manageable
levels.  However, the impact of hedging relative to capital is
material, and shows an increasing reliance on the performance of
counterparties, although properly collateralized.

Fitch has downgraded these ratings with a Negative Rating Outlook:

Hartford Financial Services Group, Inc.

  -- Long-Term IDR to 'BBB' from 'BBB+';

  -- $275 million 7.90% notes due 2010 to 'BBB-' from 'BBB';

  -- $400 million 5.25% notes due 2011 to 'BBB-' from 'BBB';

  -- $319 million 4.625% notes due 2013 to 'BBB-' from 'BBB';

  -- $199 million 4.75% notes due 2014 to 'BBB-' from 'BBB';

  -- $200 million 7.3% notes due 2015 to 'BBB-' from 'BBB';

  -- $300 million 5.5% notes due 2016 to 'BBB-' from 'BBB';

  -- $499 million 5.375% notes due 2017 to 'BBB-' from 'BBB';

  -- $500 million 6.3% notes due 2018 to 'BBB-' from 'BBB';

  -- $499 million 6% notes due 2019 to 'BBB-' from 'BBB';

  -- $298 million 5.95% notes due 2036 to 'BBB-' from 'BBB';

  -- $323 million 6.1% notes due 2041 to 'BBB-' from 'BBB';

  -- $500 million 8.125% junior subordinated debentures due 2068
     to 'BB+' from 'BBB-';

  -- $1.75 billion 10% junior subordinated debentures due 2068 to
     'BB+' from 'BBB-'.

Hartford Life, Inc.

  -- Long-term IDR to 'BBB' from 'BBB+';
  -- $147 million 7.65% notes due 2027 to 'BBB-' from 'BBB';
  -- $92 million 7.375% notes due 2031 to 'BBB-' from 'BBB'.

Hartford Life Global Funding

  -- Secured notes program to 'A-' from 'A'.

Hartford Life Institutional Funding

  -- Secured notes program to 'A-' from 'A'.

Hartford Life and Accident Insurance Company

  -- IFS to 'A-' from 'A'.

Hartford Life Insurance Company

  -- IFS to 'A-' from 'A';
  -- Medium-term note program to 'BBB+' from 'A-'.

Hartford Life and Annuity Insurance Company

  -- IFS to 'A-' from 'A'.

Fitch has affirmed the IFS rating of these members of the Hartford
Fire Insurance Intercompany Pool at 'A+' with a Negative Rating
Outlook:

  -- Hartford Fire Insurance Company;
  -- Nutmeg Insurance Company;
  -- Hartford Accident & Indemnity Company;
  -- Hartford Casualty Insurance Company;
  -- Twin City Fire Insurance Company;
  -- Pacific Insurance Company, Limited;
  -- Property and Casualty Insurance Company of Hartford;
  -- Sentinel Insurance Company, Ltd.;
  -- Hartford Insurance Company of Illinois;
  -- Hartford Insurance Company of the Midwest;
  -- Hartford Underwriters Insurance Company;
  -- Hartford Insurance Company of the Southeast;
  -- Hartford Lloyd's Insurance Company;
  -- Trumbull Insurance Company.

Fitch has affirmed these ratings with a Negative Rating Outlook:

Hartford Financial Services Group, Inc.

  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2'.

Hartford Life, Inc.

  -- Short-term IDR at 'F2'.


HAYES LEMMERZ: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit and issue-level ratings on Northville, Michigan-
based Hayes Lemmerz International Inc. and its subsidiaries to
'D'.  The rating actions were prompted by Hayes and certain of its
U.S. and European subsidiaries filing for Chapter 11 bankruptcy
protection on May 11, 2009.  Included in the Chapter 11 filings
was Hayes Lemmerz Finance LLC-Luxembourg S.C.A., a borrower under
Hayes's secured credit facility and issuer of its senior notes.

"We believe the filings were prompted by the company's heavy debt
and a sharp decline in liquidity caused by severe automotive
production declines in Europe and the U.S.," said Standard &
Poor's credit analyst Gregg Lemos Stein.  Pending further
information from the bankruptcy proceedings, the recovery ratings
remain unchanged.  The automotive wheel manufacturer said it had
approximately $731.5 million of total debt, including letters of
credit and bank guarantees, at Jan. 31, 2009.


HAYES LEMMERZ: Chapter 11 Filing Cues Fitch's Rating Cut to 'D'
---------------------------------------------------------------
Fitch Ratings has downgraded Hayes Lemmerz International Inc. and
its subsidiaries' Issuer Default Ratings and debt ratings as
follows based on the company's filing for Chapter 11 bankruptcy:

HAYZ

  -- IDR to 'D' from 'C'.

HLI Operating Company, Inc.

  -- IDR to 'D' from 'C';

  -- Senior secured revolving credit facility to 'C/RR4' from
     'CC/RR3'.

Hayes Lemmerz Finance - Luxembourg SCA (European Holdco)

  -- IDR to 'D' from 'C';

  -- Senior secured revolving credit facility to 'C/RR4' from
     'CC/RR3';

  -- Senior secured Euro synthetic LOC facility to 'C/RR4' from
     'CC/RR3';

  -- Senior secured Euro term loan to 'C/RR4' from 'CC/RR3'.

In addition, Fitch has affirmed HAYZ's subsidiary European Holdco
unsecured debt:

  -- Senior unsecured Euro notes affirmed at 'C/RR6'.

The Chapter 11 filing includes HAYZ, HLI Opco and European Holdco.
With the exception of European Holdco, none of HAYZ's non-U.S.
subsidiaries are included in the filing.

Recovery Ratings on the secured debt have been downgraded to
'RR4', indicating expected recoveries in the range of 31-50% as a
result of a lower assessment of the company's valuation.  Fitch's
analysis remains based on a going-concern scenario rather than
liquidation scenario, with primary values derived from the value
of HAYZ's operations outside North America.

HLI Opco secured credit facility is backed by non securitized U.S.
Accounts Receivables, inventory, and property, plant and
equipment.  Additional security includes stock of U.S.
subsidiaries, pledge of residual U.S. securitization,
substantially all U.S. intercompany notes, and two-thirds stock
pledge of European stock.  European Holdco secured credit facility
is backed by European A/R, inventory and PP&E where available.
Additional security includes stock on European subsidiaries and
shared pledges of residual U.S. securitization and substantially
all intercompany notes with HLI Opco.  The ratings of RR6 on
European Holdco's unsecured debt indicates minimal recoveries of
0-10%, with actual recovery expected to be zero.


HEXCEL CORPORATION: Moody's Affirms 'Ba3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed Hexcel Corporation's
Corporate Family and Probability of Default ratings of Ba3.  At
the same time, the rating agency assigned a Ba1 rating to the
company's proposed $100 million secured revolving credit facility
and $200 million term loan.  The B1 rating on the company's
existing $225 million subordinated notes was also affirmed.  The
rating outlook remains stable.

Hexcel's proposed 4-year $100 million revolver and 5-year $200
million term loan will replace the current revolving credit and
term loans.  The refinancing of the existing facilities, albeit at
higher interest rates, is viewed as a positive to the Ba3 rating,
as the company's current $125 million revolver is set to mature on
3/01/2010 and the term loan maturity is extended by two years.
The company's Ba3 rating is supported by strong credit metrics and
significant niche market positions.  The rating also recognizes
near term top line pressures due to the softening commercial
aerospace business despite expected growth in the company's other
business segments, most notably the wind energy segment.
Moreover, Hexcel is expected to generate modest free cash flow in
2009 and 2010 despite continued high capital expenditures on
carbon fiber production capacity, which limits otherwise more
substantial free cash flow generation in the intermediate term.

The stable rating outlook reflects Moody's expectations for
continued healthy operating margins, while incorporating near term
revenue pressures.  The stable outlook also anticipates the
successful refinancing of the company's revolver and term loan,
which would strengthen the company's liquidity profile.

Ratings Assigned:

  -- $100 million secured revolving credit facility, Ba1 (LGD2,
     19%);

  -- $200 million secured term loan, Ba1 (LGD2, 19%).

Ratings Affirmed:

  -- Corporate Family, Ba3

  -- Probability of Default, Ba3

  -- $225 million senior subordinated notes, B1 (LGD5, 74%) from
     B1 (LGD5, 72%).

These ratings will be withdrawn upon the successful close of the
proposed transaction:

  -- $125 million secured revolving credit facility, Ba1 (LGD2,
     17%);

  -- $168 million secured term loan, Ba1 (LGD2, 17%).

The last rating action was on May 29, 2008 at which time the
corporate family rating was affirmed at Ba3, the outlook affirmed
at stable, and ratings on the bank debt were lowered.

Hexcel Corporation, headquartered in Stamford, Connecticut, is a
leading advanced structural materials company.  It develops,
manufactures and markets lightweight, high-performance structural
materials, including carbon fibers, reinforcements, prepregs,
honeycomb, matrix systems, adhesives and composite structures,
used in commercial aerospace, space and defense, and certain
industries.  Revenues in 2008 were approximately $1.3 billion.


HIGH PLAINS: Owes $5.5 Million to Secured Creditors
---------------------------------------------------
High Plains Real Estate Group LLC of Salt Lake City filed a
Chapter 11 petition, listing secured creditors with claims
totaling $5.5 million, Bloomberg's Bill Rochelle said.

In its bankruptcy petition, the Company said assets are less than
$50,000 while debts are between $100,000,001 and $500,000,000.

High Plains filed for Chapter 11 on May 9 (Bankr D. Utah Case No.
09-24765).  Judge Judith A. Boulden handles the case.  The Company
is represented by Tyler J. Jensen, Esq., at LeBaron & Jensen, P.C.


HLI OPERATING: Chapter 11 Filing Cues Fitch's Rating Cut to 'D'
---------------------------------------------------------------
Fitch Ratings has downgraded Hayes Lemmerz International Inc. and
its subsidiaries' Issuer Default Ratings and debt ratings as
follows based on the company's filing for Chapter 11 bankruptcy:

HAYZ

  -- IDR to 'D' from 'C'.

HLI Operating Company, Inc.

  -- IDR to 'D' from 'C';

  -- Senior secured revolving credit facility to 'C/RR4' from
     'CC/RR3'.

Hayes Lemmerz Finance - Luxembourg SCA (European Holdco)

  -- IDR to 'D' from 'C';

  -- Senior secured revolving credit facility to 'C/RR4' from
     'CC/RR3';

  -- Senior secured Euro synthetic LOC facility to 'C/RR4' from
     'CC/RR3';

  -- Senior secured Euro term loan to 'C/RR4' from 'CC/RR3'.

In addition, Fitch has affirmed HAYZ's subsidiary European Holdco
unsecured debt:

  -- Senior unsecured Euro notes affirmed at 'C/RR6'.

The Chapter 11 filing includes HAYZ, HLI Opco and European Holdco.
With the exception of European Holdco, none of HAYZ's non-U.S.
subsidiaries are included in the filing.

Recovery Ratings on the secured debt have been downgraded to
'RR4', indicating expected recoveries in the range of 31-50% as a
result of a lower assessment of the company's valuation.  Fitch's
analysis remains based on a going-concern scenario rather than
liquidation scenario, with primary values derived from the value
of HAYZ's operations outside North America.

HLI Opco secured credit facility is backed by non securitized U.S.
Accounts Receivables, inventory, and property, plant and
equipment.  Additional security includes stock of U.S.
subsidiaries, pledge of residual U.S. securitization,
substantially all U.S. intercompany notes, and two-thirds stock
pledge of European stock.  European Holdco secured credit facility
is backed by European A/R, inventory and PP&E where available.
Additional security includes stock on European subsidiaries and
shared pledges of residual U.S. securitization and substantially
all intercompany notes with HLI Opco.  The ratings of RR6 on
European Holdco's unsecured debt indicates minimal recoveries of
0-10%, with actual recovery expected to be zero.


HLI OPERATING: Moody's Downgrades Corporate Family Rating to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service lowered HLI Operating Company, Inc.'s
Corporate Family Rating to Ca from Caa3 and Probability of Default
rating to D from Caa3 following the Chapter 11 filing of HLI, its
parent company Hayes Lemmerz International, Inc., and certain of
Hayes Lemmerz's U.S. subsidiaries.  In a related action, Moody's
lowered these instrument ratings: HLI Operating Company's senior
secured bank facilities to Caa3 from Caa2; Hayes Lemmerz Finance's
(Luxembourg S.a.r.l.) secured term loan and synthetic letter of
credit facility to Caa3 from Caa2, and the senior unsecured notes
to C from Ca.

The lowered ratings reflect the filing for Chapter 11 protection
by Hayes Lemmerz International, Inc. and Hayes Lemmerz Finance LLC
-- Luxembourg S.C.A., a borrower under the company's secured
credit facility and the issuer of its senior notes.  The company
also announced that it has reached an agreement regarding the
restructuring of the company's debt and that it has obtained
debtor-in-possession financing.  Consistent with Moody's
Withdrawal Policy, Moody's will withdraw the ratings of Hayes
Lemmerz.

Ratings affected by this action:

HLI Operating Company

  -- Corporate Family Rating, to Ca from Caa3

  -- Probability of Default Rating, to D from Caa3

  -- Senior secured revolving credit facility, downgraded to Caa3
     (LGD3, 30%), previously Caa2 (LGD3, 33%);

Hayes Lemmerz Finance (Luxembourg S.a.r.l.)

  -- Senior secured term loan facility, downgraded to Caa3 (LGD3,
     30%), previously Caa2 (LGD3, 33%);

  -- Senior secured synthetic letter of credit facility,
     downgraded to Caa3 (LGD3, 30%), previously Caa2 (LGD3, 33%);

  -- Senior unsecured notes, downgraded to C (LGD5, 84%) from Ca
     (LGD5, 87%).

The rating outlook is stable.

The last rating action on Hayes Lemmerz was on April 20, 2009 when
the Corporate Family Rating was lowered to Caa3 and the ratings
placed under review for further downgrade.

Hayes Lemmerz International, headquartered in Northville,
Michigan, is a global supplier of steel and aluminum automotive
and commercial vehicle highway wheels, as well as powertrain
components.  Worldwide revenues for the fiscal year ending
January, 31 2009 were approximately $1.9 billion.


IDLEAIRE TECHNOLOGIES: Court Converts Case to Ch. 7 Liquidation
---------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware has entered an order converting the bankruptcy case of
IdleAire Technologies Corp. to one under Chapter 7, effective
May 6, 2009.

Idleaire sought for the conversion of its Chapter 11 case, citing
that it has (i) consummated a going-concern sale and ceased
operating, and (ii) no resources to propose and confirm a plan.
Although there are some assets available for distribution to
creditors, the Chapter 7 trustee can most efficiently administer
those assets on behalf of the estate, the Debtor asserts.

As reported in the Troubled Company Reporter on July 17, 2008,
the Court approved the sale of substantially all of the Debtor's
assets to noteholder group IdleAire Acquisition Company LLC for
about $26 million.  The Deal relates that during a July 9, 2008
auction, the sole competing bidder, Zohar Motorcycles Inc., lost
to the noteholder group as designated stalking horse bidder.
Zohar Motorcycles is an affiliate of Patriarch Partners LLC, The
Deal says.

The noteholder group is composed of, among others, Airlie
Opportunity Master Fund Ltd., Kenmont Special Opportunities Master
Fund LP, Miesque Fund Limited, SV Special Situations Master Fund
Ltd., Pierce Diversified Trading Strategy Fund LLC, Whitebox
Hedged High Yield Partners LP, Wilfrid Aubrey Growth Fund LP and
Wilfrid Aubrey International Limited.

                   About IdleAire Technologies

Headquartered in Knoxville, Tennessee, IdleAire Technologies Corp.
-- http://www.idleaire.com/-- was a privately held corporation
founded in June 2000 and has not been profitable since inception.
It manufactures and services an advanced travel center
electrification system providing heating, ventilation & air
conditioning, Internet and other services to truck drivers parked
at rest stops. IdleAire had 131 locations in 34 states and
employs about 1,200 people.

The Company filed a Chapter 11 petition on May 12, 2008 (Bankr. D.
Del. Case No. 08-10960).  Judge Kevin Gross presides over the
case.  Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine,
Esq., and William David Sullivan, Esq., at Sullivan Hazeltine
Allinson, LLC, represent the Debtor in its restructuring efforts.
John Monaghan, Esq., at Holland & Knight LLP is co-counsel to the
Debtor.  The Debtor selected Kurtzman Carson Consultants LLC as
claim, noticing and balloting agent.  The U.S. Trustee for Region
3 appointed three creditors as members of the Official Committee
of Unsecured Creditors.  Saul Ewing LLP represents the Creditors'
Committee.

The Troubled Company Reporter disclosed on June 30, 2008, that the
Debtor's summary of schedules showed total assets of $152,398,370
and total debts of $373,220,369.


INMOBILIARIA FUMISA: Moody's Downgrades Bond Ratings to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on the
Inmobiliaria Fumisa, S.A. DE C.V.'s Mexico City Airport Trust
(Airport) US$121 million and 119 million UDI lease receivable
bonds from Baa3 to Ba2.  The rating is on review for possible
further downgrade.

The downgrade to Ba2 reflects the pressures faced by the financing
brought about by the loss of traffic in

Terminal 1and the corresponding decrease in debt service coverage.
The period of review will focus on the financial and operational
performance of the terminal and the related lease revenue, in
light of the outcomes of solutions that have been proposed by
Fumisa to bondholders.

In 2008, the Project breached two triggers.  The quarterly
passenger traffic deficiency trigger was breached in May 2008.
The quarterly passenger traffic trigger requires that the number
of international passengers in Terminal 1 per quarter at least be
equal to a threshold defined in the transaction documents and upon
breach, cash is required to be trap in a reserve.  The project has
been below the threshold since May of last year.  The drop in
international passengers at Terminal 1 was driven by the opening
of Terminal 2 in 2008, earlier than was originally anticipated,
and the move of more airlines to Terminal 2 than was initially
expected.  Most of the airlines that moved were members of the
SkyTeam, an alliance whose members benefit from shared offices,
staff, and operations and maintenance facilities.

Although the majority of the revenues available to pay debt
service are generated from contractual sublease payments of
tenants located in Terminal 1, a potential drop in revenue for the
tenants due to fewer passengers could have negative implications
for the financial performance of the tenants in the medium-to-
long-term and the ability of Fumisa to sublease tenant space as
contracts expire.

In November 2008, the project breached a debt service coverage
trigger.  The debt service coverage trigger requires that the debt
service coverage ratio exceed 1.25 times (x) debt service.  As of
the last reporting period ending in February, the DSCR remains
below the threshold and as a result, the project has been trapping
cash into a reserve.

Fumisa and bondholders have been negotiating various solutions to
remedy both triggers.  Moody's will continue to monitor the
financial and operational performance in light of any solutions
should they be implemented.

Inmobiliaria Fumisa S.A. de C.V. was established in 1988 to
undertake the concession granted by the government of Mexico for
the subleasing of commercial space and the provision of certain
airport services at Terminal 1 in the Mexico City International
Airport (Aeropuerto Internacional de la Ciudad de M‚xico or AICM).
In 1991, Fumisa entered into a Master Lease Agreement with
Aeropuertos y Servicios Auxiliares, an entity established by the
Mexican federal government (rated Baa1, stable outlook) to
administer the national airport system.  Pursuant to the Master
Lease, Fumisa obtained the exclusive right to collect revenues
from subleases of certain designated retail and commercial space
and revenues from parking and other services at AICM.

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

The last rating action was on December 15, 2005 when a Baa3 rating
was assigned to the lease receivable bonds.


INTROGEN THERAPEUTICS: Sells Some Assets, Virus Assets Remain
-------------------------------------------------------------
Bloomberg's Bill Rochelle reports that Introgen Therapeutics Inc.
was authorized by the U.S. Bankruptcy Court for the Western
District of Texas (Austin) to sell its operating assets to Western
General Holding Co. for 3 percent of gross revenue generated from
the property, up to $5 million.

Crucell Holland BV, according to the report, bought the
intellectual property related to Introgen's process for making
viruses to deliver medication to tumor sites.  Crucell will pay
$425,000 plus a perpetual 35% royalty.

According to Bloomberg, Patricia Tomasco, an attorney for
Introgen, said she expects the royalties from Crucell will be
"quite lucrative."

Ms. Tomasco said Introgen is still in the process of locating
the best offer for the sale of its primary asset, a virus being
developed to deliver medication to cancers in the head and neck.
She hopes to have a buyer signed up within a "few weeks."

Introgen Therapeutics Inc. is a cancer-drug developer.  Introgen
Therapeutics filed for Chapter 11 on December 3, 2008 (Bankr. W.D.
Texas, Case No. 08-12442). Patricia Baron Tomasco, Esq., at Brown
McCarroll, L.L.P., is the Company's bankruptcy lawyer.  In its
petition, the Company listed assets of $9,107,868 and debts of
$12,932,950.


JOLAN, INC.: Trustee Sells Assets Despite Jr. Lien Protest
----------------------------------------------------------
WestLaw reports that evidence of the existence of legal and
equitable proceedings under Washington law by which junior
lienholders could be compelled to accept a money satisfaction of
their lien interests, including a receivership commenced by
parties having interests in less than all of the debtor's
property, was sufficient to permit the court to grant a Chapter 7
trustee's motion to sell a corporate debtor's personal property
and trade name free and clear of any liens thereon, with the liens
attaching to the sales proceeds.  It did not matter that the sales
proceeds might be insufficient to pay all of those liens.  In re
Jolan, Inc., --- B.R. ----, 2009 WL 1163928 (Bankr. W.D. Wash.).


JOSEPH VILLA: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Joseph Villa
                  aka J Bond V
                  aka Margarita Villa

                10550 Wilshire Blvd # 1203
                Los Angeles, CA 90024

Involuntary
Chapter 11
Petition Date:      May 6, 2009

Involuntary
Chapter 11
Case Number:        09-20910

Court:              United States Bankruptcy Court
                    Central District Of California (Los Angeles)


Bankruptcy Judge:   Samuel L. Bufford

Debtor-affiliate that filed Chapter 11 petition on August 4, 2008:

   Entity                       Case Number
   ------                       -----------
Eban Multimedia                  08-26637


   Petitioning Creditors        Nature of Claim    Claim Amount
   ---------------------        ---------------    ------------
Takashi Bufford                 Secured Loan       $225,000
7636 Balasiano Ave
W Hills, CA 91304

Juanita Bufford                 Secured Loan       $225,000
7636 Balasiano Ave
W Hills, CA 91304

Brian Speaks                    Secured Loan       $225,000
7636 Balasiano Ave
W Jills, CA 91304


KB TOYS: Selects Streambank to Lead IP Asset Sale
-------------------------------------------------
Streambank, LLC, has been retained to undertake the marketing and
sales efforts for the intellectual asset portfolio of KB Toys,
Inc.  Once one of the nation's largest and oldest toy retailers,
KB Toys filed voluntary chapter 11 bankruptcy petitions in
December 2008.  Approval of Streambank's retention is the subject
of an application currently pending before the United States
Bankruptcy Court for the District of Delaware.

"We welcome this engagement with KB Toys," said Gabe Fried,
Managing Member and Founder, Streambank, LLC. "The wide
recognition of the KB Toys name makes it ideal for a variety of
applications, including a private-label toy brand, a franchise
retail business, a seasonal store, or a pure Internet play."

Previously known as Kay-Bee Toys, the Pittsfield, Massachusetts-
based company was founded in 1922, and was the longest-operating
toy retailer in North America.  In 2003, the mall retailer
operated nearly 1300 stores in all 50 states, Puerto Rico and
Guam.  KB Toys previously entered bankruptcy in 2004, emerging in
2005.  The company cited tightening credit markets and a sudden
and steep decline in consumer sales as necessitating the December
2008 bankruptcy filing.  In connection with the filing, KB Toys
announced it would close all of its approximately 460 remaining
stores, and attempt to locate a buyer for its wholesale
distribution unit.

"In addition to the storied KB Toys name, the intellectual
property portfolio includes 14 other KB Toys-related trademarks,
some of which are registered internationally, and a number of
house brands developed by the company," said Margaret Birlem,
Partner, Streambank, LLC.  "We anticipate significant interest in
these assets."

KB Toys focused on high-margin "Super Value" products, current
"hot" and branded products, and classic toys.  This product
offering, and a reputation as a value retailer, differentiated KB
Toys from mass merchants.  The company operated in three distinct
store formats: KB Toys (mall-based), KB Toy Works (strip center),
and KB Toys Outlet (outlet center).  Complementing these retail
operations, KB Toys' wholesale operation, known as Creative
Innovations & Souring (or CIS), provided custom toy and specialty
merchandise solutions, offering a one-stop outsourcing solution
for toy departments of large national retail chains.  The Internet
business -- operating at http://www.kbtoys.com/-- was an award-
winning e-commerce pioneer that was lauded for selection,
competitive pricing and superior customer service.

"For the consumer, the KB Toys brand resonates as a neighborhood
toy store that offered great value and selection," said Scott
Hochfelder, Vice President, General Counsel & Secretary, KB Toys,
Inc.  "The buyer of these assets will be uniquely positioned to
capitalize on the rich equity and goodwill built around the time-
tested KB Toys brand."

The marketing of KB Toys' assets is underway.  An auction date
will be determined in the near future.

Streambank has significant experience serving stakeholders in
distressed situations.  The engagement with KB Toys is the latest
of several high-profile liquidations in which the firm has been
retained.  Most recently, Streambank was selected by Circuit City
to assist in the marketing and sale of the company's IP assets.
In March, Streambank was hired in this same role for Goody's
Family Clothing, which announced earlier this year it would
liquidate all remaining stores.  In December, Streambank was
chosen to lead the marketing and sales efforts for the broad
intellectual asset portfolio of apparel retailer Mervyns, which
filed for bankruptcy and ceased operations in 2008.  In addition,
Streambank has consulted for Collins and Aikman on the disposal of
a large patent portfolio, and Tower Records, which sold its
trademark portfolio and e-commerce operations in March 2007.

                         About Streambank

Streambank -- http://www.streambankllc.com/-- is an intellectual
property consulting firm, specializing the valuation, sales and
marketing of intangible assets.  Serving healthy and distressed
businesses, Streambank identifies, preserves, and extracts value
for clients through the application of experience, diligence and
creativity.  The firm's experience spans a broad range of
industries including apparel, automotive, consumer products, food,
manufacturing, medical technologies, retail and textiles. Through
partnerships with brand consultancies, turnaround-management
firms, attorneys, and finance professionals, Streambank provides
sound advice on value maximization strategies and liquidity
options.  Streambank is headquartered in Needham, MA.

                        About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com/-- operates a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of may of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.  As
a result, nine Debtors and four inactive special purpose units
which are not debtors.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

According to Bloomberg, KB listed assets of $241 million against
debt totaling $362 million in its Chapter 11 petition filed
on December 11.  The debts include $143 million in unsecured
claims; and $200 million in secured claims, including
$95.1 million owed to first-lien creditors where General Electric
Capital Corp. serves as agent; and $95 million owed to second-lien
creditors.

As reported by the Troubled Company Reporter on December 22, 2008,
the Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware allowed KB Toys Inc. to start going-out-of-business
sales.


KIRK CORPORATION: Files for Chapter 11 to Reorganize Debt
---------------------------------------------------------
The Kirk Corporation has voluntarily filed for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the Northern
District of Illinois.

Day-to-day operations of Kirk Homes will not be affected by the
filing, said John Carroll, president and CEO of The Kirk
Corporation.

Founded in 1978, The Kirk Corporation, one of the only major
builders in the U.S. which is entirely owned by its employees
[ESOP], has built more than 50 neighborhoods throughout the
Chicagoland area.

"We are confident that the reorganization process gives us more
opportunity to work with our lenders JP Morgan Chase, Bank of
America and others, and to secure additional financing, which will
allow us to continue building high quality homes for Chicago area
homeowners for many years to come," Carroll said. "We enter this
process with strong fundamentals, robust sales at many of our
communities and the continued commitment of our employee owners to
work through this temporary situation and emerge as an even
stronger organization."

To ensure the quality of service that has become synonymous with
Kirk Homes, while in the reorganization process the company plans
to continue to provide warranty service and otherwise operate in
the ordinary course of business and to sell homes free and clear
of all liens.

Carroll said that Kirk Homes' standing inventory is significantly
less than the industry average, and that while under the
protection provided by the filing, the company will complete homes
currently under construction, begin new construction on recently
sold homes and continue new home sales and marketing.
Construction is expected to start on any sold homes that have not
already begun construction within the first 60 days of
reorganization.

Kirk Homes also will seek to sell its non-residential properties
at a variety of sites in Northern Illinois.

Kirk Homes, an industry leader in sustainable development
initiatives and preservation of open space, is currently building
communities in Bolingbrook, Hoffman Estates, Lakemoor and
Woodstock.  Kirk Corporation is based in Streamwood, Illinois.


LANDSOURCE COMMUNITIES: Barclays Files Second Amended Plan
----------------------------------------------------------
Barclays Bank PLC, as administrative agent for itself and various
lenders under a Superpriority DIP First Lien Credit Agreement,
delivered to the U.S. Bankruptcy Court for the District of
Delaware its Second Amended Joint Plan of Reorganization for
LandSource Communities Development LLC and its 20 debtor
affiliates and an accompanying Disclosure Statement on May 6,
2009.

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, attorneys for the Plan Proponent, relates
that among the provisions modified or added in the Second Amended
Plan and Disclosure Statement are:

   (a) The creation of a new entity, Holdco, to hold all of the
       equity interest of Reorganized LandSource Communities;

   (b) The management of the Reorganized LandSource by
       "Management Co.," an entity to be formed by a Lennar
       Investor and Emile Haddad;

   (c) The provision of capital for Reorganized LandSource
       through a combination of cash on hand and cash investments
       by Lennar Corporation and pursuant to a Rights Offering;

   (d) The designation of eight classes of claims and their
       corresponding claims treatment.  The proponent will seek
       acceptance of the Plan by holders of claims in Classes 3,
       4, 5 and 6.  Holders of claims in Classes 1 and 2 are
       unimpaired.  Holders of claims or interests in Classes 7
       and 8 will not be receiving distributions.  The First
       Amended Plan designated seven classes of claims;

   (e) A provision on Reorganized LandSource's continued indirect
       ownership of Valencia Water Company;

   (f) An anticipated Plan Effective Date to occur on July 31,
       2009;

   (g) No substantive consolidation for voting and distribution
       purposes.  The voting and distribution provisions of the
       Plan will be determined with respect to each LandSource
       Debtor; and

   (h) The creation of a creditor trust, instead of a litigation
       trust.  As of the Effective Date, the Creditor Trust will
       be entitled to pursue avoidance actions and tort actions.

                            Holdco Entity

As of the Plan Effective Date, Holdco will be owned (i) 15% by
Lennar Corporation, (ii) 56% by Rights Offering Participants,
(iii) 29% by the Holders of First Lien Secured Claims, Allowed
Second Lien Claims, and Allowed Unsecured Claims, in each case
subject to dilution due to equity issued to Management Co. and
Emile Haddad.  Mr. Haddad is the Chief Investment Officer of
Lennar.

Diagrams reflecting the LandSource Communities organizational
chart before and after the Plan Effective Date are available for
free at:

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

On the Effective Date, Holdco will have no indebtedness for
borrowed money and carry at least $90 million Cash on its balance
sheet after taking into account distributions under the Plan,
the Rights Offering and the Lennar Equity Investment.  In the
event one or both of Washington Square or Southern California
Properties have not been sold before or as of the Effective Date,
then the Balance Sheet Cash (i) will be credited for $30 million
if neither property has been sold and (ii) will be credited with
the difference of $30 million minus any sale proceeds if a
portion of one, one or one plus a portion of the other have been
sold but not all of the properties have been sold.

On the Effective Date, Holdco will enter into a limited liability
company agreement, which will provide for the governance of
Holdco, distributions to, and information rights of, its members,
transfer restrictions with respect to its Units and all other
matters set forth.

                            Plan Funding

On the Plan Effective Date, Lennar Corporation or a designated
wholly owned subsidiary will make a $140 million cash investment
into Holdco or Reorganized LandSource Communities.

In exchange for the Lennar Investment, the Lennar Investor will
receive (i) 15% of the Units of Holdco, subject to dilution due
to the Units issued to Management Co. and certain units issued to
Emile Haddad, (iii) the LNR Excess G&A Claims up to
$13.5 million, (iii) a release of certain claims by the Debtors
against Lennar, and (v) certain other benefits.

The Lennar Acquired Assets will include:

   * 100% equity interests in Lennar Mare Island, LLC,
   * 100% equity interests in Friendswood Development Co LLC,
   * 100% of the equity interests in LLPH HCC Holdings, LLC
   * 50% equity interests in Lennar Winncrest LLC held by LLP
       II Holdings, LLC, and
   * 75% of the net proceeds of the DLA Piper Litigation
       Proceeds.

In addition, the Lennar Investor will pay all cure costs and
transfer taxes, if any, applicable to the Lennar Acquired Assets.

Lennar Corporation and Holdco will also enter into a Bond
Maintenance and Indemnity Agreement on the Effective Date,
whereby the Lennar Investor will maintain certain existing bonds
with respect to various projects owned by the Reorganized Debtors
and issue new bonds with respect various projects after the
Effective Date.  In exchange, Reorganized LandSource will
indemnify the Lennar Investor with respect to certain costs and
liabilities relating to those bonds.  The Lennar Investor will
also pledge 30% of its Units in Holdco or Reorganized LandSource,
as applicable, to secure its obligations under the Bond
Agreement.

Management Co., an entity majority owned and controlled
collectively by the Lennar Investor and Emile Haddad, will manage
the assets of Reorganized LandSource as of the Effective Date
pursuant to a Management Agreement.  In exchange, Management Co.
will be issued incentive Units in Holdco (equal to 2.5% of its
outstanding Units as of the Effective Date) and also be paid a
yearly management fee by Reorganized LandSource.  In addition,
Mr. Haddad will invest $1 million into Holdco in exchange for
Units of Holdco immediately after the Effective Date and he will
also be granted additional incentive Units in Holdco.

In addition to the Lennar Investment, a Rights Offering is being
initiated in order to raise $140 million for the Reorganized
Debtors.  If the proceeds of the Rights Offering fail to equal
the Rights Offering Amount of $140 million, certain members of
the Steering Committee have agreed to fund the balance of the
Rights Offering Amount in exchange for additional Units of Holdco
in accordance with the terms of a Backstop Agreement.  The
Backstop Parties will be entitled to a downward adjustment to the
aggregate amount paid by each of them for Rights Offering Units
in accordance with the Backstop Agreement, which downward
adjustment will equal 5% of the Rights Offering Amount in the
aggregate.

                 Designation & Treatment of Claims

The Second Amended Plan also provides for the designations of
four non-classified claims and eight classes of claims:

Class    Description      Claim Treatment
-----    -----------      ---------------
  N/A     Administrative   Paid in full, cash.
          Expense Claim

  N/A     Fee Claims       Paid in accordance with Court's order.

  N/A     Priority Tax     Paid in full, cash or paid in full,
          Claims           plus interest accrued at the Mid-Term
                           APR Rate Holder.

  N/A      DIP Revolver    Paid in full, cash.
           Loan Claim

  1(a-u)   Priority Non-   Paid in full.
           Tax Claims

  2(a-u)   Senior          Unimpaired.  Paid in full, if the
           Permitted Lien  Proponent elects to satisfy an Allowed
           Claims          Senior Permitted Lien Claim.  As to a
                           Class 2 claim not allowed as of the
                           Effective Date, an amount equal to
                           satisfy the claim will be reserved in
                           a separate account.  If the
                           Reorganized Debtors do not commence an
                           adversary proceeding against a
                           disputed Class 2 Claim within 180 days
                           of the Effective Date, that claim will
                           be considered a valid claim and will
                           be paid in full.

  3(a-u)   First Lien      Each Holder of a First Lien Claim
           Claims          will: (a) receive its Pro Rata Share
                           of the First Lien Claim Distribution;
                           (b) any special distribution allocable
                           to the Units issued to the Holders of
                           First Lien Claims pursuant to the
                           Holdco Agreement, and (c) the right to
                           participate in the Rights Offering.

  4(a-u)   Second Lien     Each Holder of a Second Lien Claim
           Claims          receive (i) its Pro Rate Share of the
                           Second Lien Distribution, and (ii) the
                           right to participate in the Rights
                           Offering.

  5(a-t)   Non-Newhall     A Class 5 (a-t) Allowed Claim will
           Debtors         receive its pro rata share of Non-
           Unsecured       Newhall Debtors Unsecured Claim
           Claims          Distribution and the right to
                           Participate in the Rights Offering.

  5(u)     Newhall         Each Class 5(u) Allowed Claim will
           Unsecured       receive its pro rata share of the
           Claims          Newhall Unsecured Claim Distribution
                           and the right to participate in the
                           Rights Offering.

  6(a-u)   Convenience     Each Holder of a Class 6 Claim will be
           Class Claims    paid 50% of the Allowed Amount of that
                           Claim, in cash.

  7(a-u)   Intercompany    Each Intercompany Claim in Classes 7a
           Claims          7c-h and 7i-u will be disallowed,
                           cancelled or reinstated at the option
                           of the Reorganized Debtors.

                           Class 7b is designated an Intercompany
                           Claim against Friendswood Development
                           Company LLC while Class 7i is
                           designated an Intercompany Claims
                           against Lennar Mare Island LLC.
                           Classes 7b and 7i Claims will be
                           disallowed, cancelled and extinguished
                           on the Effective Date.

  8(a-u)   Interests       Class 8a consists of Interests in
                           LandSource Communities.  Class 8b
                           consists of Interests in Friendswood
                           Development Company LLC.  Class 8i
                           consists of Interests in Lennar Mare
                           Island LLC.  All the other Class 8
                           sub-classes are interests in the other
                           Debtors.

                           Class 8 Claims will not be entitled
                           to distribution under the Plan.

                        Other Disclosures

The Plan Proponent also supplemented the Disclosure Statement
with more disclosures and information on the Company's corporate
history, the description of certain LandSource properties, the
provision on the cancellation of the Debtors' equity in Mare
Island and the issuance of new equity designated by Lennar, a
discussion of certain pending litigation against LandSource and
certain agreements entered into prepetition by LandSource.

The Plan Proponent also noted that LandSource and its debtor
affiliates have made payments, aggregating $143.8 million, within
the 90-day and one-year period before the Petition Date.  These
amounts may be subject to avoidance.

                           Business Plan

The Plan Proponent also prepared a business plan for Reorganized
LandSource for the period from August 1, 2009, through
December 21, 2004.  Under the Business Plan, the two most
significant assets to be owned by Reorganized LandSource will be
the two master plan communities of Valencia and Newhall Ranch,
located 35 miles north of downtown Los Angeles.  The Business
Plan:

   -- assumes $158 million in total revenue through the first
      phase of the Plan covering the period from June 1, 2009, to
      May 31, 2012;

   -- assumes that Reorganized LandSource will spend about
      $99 million on master improvements, which comprise of
      entitlements costs, land development, infrastructure and
      construction of the West Creek Elementary School; and

   -- projects that sales, general and administrative
      expenditures for Reorganized LandSource will total
      $56 million for the period covered under the Business Plan.

                        Valuation Analysis

LandSource estimates the range of the enterprise value of
Reorganized LandSource to be range from $160 million to
$260 million, with a midpoint of about $210 million.

Reorganized LandSource estimate that they will have $123 million
of available Cash and no debt on the Effective Date, which when
added to the enterprise value implies an equity value for
Reorganized LandSource to be from approximately $283 million to
approximately $383 million, with a midpoint of approximately
$333 million.

LandSource estimated the Reorganization Values as of May 2009,
under the assumption that the underlying assumptions and
conditions used to derive the Reorganization Values will not
change materially from that date through the assumed Effective
Date.

                        Liquidation Analysis

LandSource prepared a hypothetical liquidation analysis, which
reflects estimated cash proceeds that would be available to
LandSource if it were to be liquidated pursuant to Chapter 7 of
the Bankruptcy Code as an alternative to the continued operation
of LandSource under the Chapter 11 Plan.

The liquidation analysis reflects that under Chapter 7, a 100%
recovery is estimated for the Senior Permitted Lien Claims and
the Superpriority DIP Revolver Loan Claims; a 0.6% recovery is
estimated for First Lien Secured Claims and 64.5% recovery is
estimated for Administrative and Priority Claims.

In this light, LandSource determines that the proposed Lender
Plan will provide creditors with a recovery that not less than
creditors would receive pursuant to a liquidation of the Debtors'
assets under Chapter 7.

A full-text copy of the blacklined versions of the Second Amended
Plan and Disclosure Statement dated May 6, 2009 is available for
free at http://ResearchArchives.com/t/s?3cc6

Clean copies of the Second Amended Plan and Disclosure Statement
dated May 6, 2009, with the accompanying exhibits is available
for free at http://ResearchArchives.com/t/s?3cc5

The attached Exhibits include copies of the Backstop Agreement,
the Lennar Investment Agreement, the Holdco LLC Company
Agreement, the Management Services Agreement, financial
projections under the prepared Business Plan, the Valuation
Analysis, and the Liquidation Analysis.

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News, Issue No. 21; http://bankrupt.com/newsstand/or
215/945-7000).


LANDSOURCE COMMUNITIES: Barclays Seeks OK of $140MM Backstop Deal
-----------------------------------------------------------------
Barclays Bank PLC, as Plan Proponent and First Lien Administrative
Agent, asks the U.S. Bankruptcy Court for the District of Delaware
to approve a backstop rights purchase agreement it entered into
with certain investment entities, LandSource Communities
Development LLC, and Newhall Holding Company, LLC, and the related
Rights Offering Premium and Expense Reimbursement.

Barclays also seeks approval of the marketing of the "Backstop
Commitment Amounts" and payment of the Rights Offering Premium in
cash in the event the Debtors either consummate an Alternative
Transaction or a Termination Payment Event occurs.

Edwin J. Harron, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, relates that in connection with the Second
Amended Chapter 11 Plan dated May 6, 2009, Barclays proposes to
initiate a rights offering backstopped by certain investment
entities or the "backstop parties" in order to raise up to
$140,000,000 for the Reorganized Debtors, subject to adjustment.
Accredited Holders of First Lien Claims, Second Lien Claims and
Allowed Unsecured Claims as of the Voting Record Date will be
offered an opportunity to subscribe for the Units in Holdco LLC,
which are issued in connection with the Rights Offering.  The
price of the Rights Offering Units will be equal to the final
Rights Offering Amount divided by the Rights Offering Units.

After significant arm's-length negotiations, the Plan Proponent
and the Backstop Parties agreed on the form of the Backstop
Agreement, which will provide assurance that the full amount of
the Rights Offering contemplated by the Second Amended Plan will
be funded.

The Backstop Parties have agreed to purchase, on the Effective
Date, the Rights Offering Units that have not been subscribed for
by the Rights Offering Participants with the same price as the
Rights Offering Units issued to the Rights Offering Participants;
provided that the Backstop Parties will be entitled to a downward
adjustment to the aggregate amount paid by each of them for
Rights Offering Units in accordance with the Backstop Agreement.
The downward adjustment is being granted to the Backstop Parties
in exchange for their commitment under the Backstop Agreement and
the downward adjustment will equal 5% of the Rights Offering
Amount in the aggregate.

Under the Backstop Agreement, each of the Backstop Parties is
also entitled to be reimbursed for all reasonable and documented
out-of-pocket fees and expenses that have been subsequently
incurred in connection with the Rights Offering.

The salient terms of the Backstop Agreement are:

Backstop Parties:   The Backstop Parties are comprised of these
                    entities:

                    1. Anchorage Capital Master Offshore, Ltd.,
                       has committed to undertake a $50,000,000
                       Backstop Commitment.

                    2. Marathon Special Opportunity Master Fund,
                       Ltd., has committed to undertake a
                       $22,500,000 Backstop Commitment.

                    3. OZ Master Fund, Ltd. has committed to
                       undertake a $20,000,000 Backstop
                       Commitment.

                    4. Third Avenue Real Estate Value Fund and
                       Third Avenue Opportunity Management LLC
                       have collectively committed to undertake a
                       $27,500,000 Backstop Commitment.

                    5. TPG Credit Strategies Fund, L.P., TPG
                       Credit Opportunities Investors, L.P., and
                       TPG Credit Opportunities Fund, L.P., have
                       collectively committed to undertake a
                       $20,000,000 Backstop Commitment.

Participation in    Holders of First Lien Claims, Second Lien
Rights Offering:    Claims and Allowed Unsecured Claims may, in
                    exchange for cash payments to Holdco,
                    subscribe for certain Rights Offering Units.

Rights Offering     $140,000,000, subject to adjustment by
Amount:             the Plan Proponent.

Commitment Upon     In the event one or more of the Backstop
Default:            Parties fails to fund any portion of its
                    Backstop Commitment Amount, the Plan
                    Proponent will first reoffer the Backstop
                    Commitment Amount to the other Backstop
                    Parties and may thereafter offer any
                    remaining Backstop Commitment Amount to the
                    other Backstop Parties or to other persons.

Conditions to       The obligation of each Backstop Party,
Fund:               severally, to fund the Parties' aggregate
                    subscription amounts and backstop commitment
                    amounts will be subject to these conditions
                    on the Effective Date:

                     * Confirmation Order: The Final Order or
                        Orders of the Court confirming the Second
                        Amended Plan that is reasonably
                        acceptable to the Backstop Parties will
                        have been entered by the Court, and no
                        order staying the Confirmation Order will
                        be in effect.

                     * Hart-Scott-Rondino Act: The waiting period
                        applicable to the Second Amended Plan and
                        the purchase of the Rights Offering
                        Units, if any, under the HSR Act will
                        have been terminated or will have
                        expired.

                     * Expense Reimbursement: The Debtors will
                        have paid all Expense Reimbursements on
                        the Effective Date; provided that in the
                        event the Company in good faith disputes
                        whether the amount of the Expense
                        Reimbursements is "reasonable," the
                        Debtors will separate the disputed amount
                        and pay the remainder.

                     * Rights Offering: The Rights Offering will
                        have been consummated pursuant to and in
                        accordance with the Second Amended Plan.

                     * Backstop Funding: The Backstop Parties
                        will have funded the aggregate Total
                        Commitments on substantially similar
                        terms in the Backstop Agreement.

                     * Holdco and Company Execution: Each of the
                        Company and Holdco will have executed the
                        Backstop Agreement.

                    The obligations of Holdco and LandSource
                    Communities are also subject to the
                    satisfaction of these conditions as of the
                    Effective Date:

                     * The consummation of the Rights Offering;

                     * The confirmation of the Chapter 11 Plan;

                     * The waiting period under the HSR Act
                       applicable to the Second Amended Plan and
                       the purchase of the Rights Offering Units
                       under the HSR Act will have been
                       terminated or will have expired; and

                     * Each of the Backstop Parties will have
                       delivered a joinder to the Holdco LLC
                       Agreement.

Expiration Date:    July 31, 2009

Termination:        Termination by Backstop Parties:

                     * The Backstop Parties will have the right
                       to terminate the Backstop Agreement by
                       notice to the Plan Proponent and
                       LandSource Communities, (1) if LandSource
                       or Holdco materially breaches the Backstop
                       Agreement and the breach is not cured
                       after a five-day notice period, or (2) if
                       the "Conditions To Fund" have not been
                       satisfied by July 31, 2009

                     * A Backstop Party may also terminate its
                       individual Total Commitment Amount
                       following an amendment of the Second
                       Amended Plan, or any form of agreement
                       which is not reasonably acceptable to the
                       Backstop Party.

                     Termination by the Plan Proponent:

                     * The Plan Proponent will have the right to
                       terminate the Backstop Agreement by notice
                       to the Backstop Parties, (1) if any
                       Backstop Party materially breaches the
                       Backstop Agreement and the breach is not
                       cured after a five-day notice period, or
                       (2) if conditions to Holdco or
                       LandSource's obligations have not been
                       satisfied by the Expiration Date.

                     Termination due to an Alternative
                     Transaction:

                     * The Backstop Agreement will automatically
                       terminate upon (l) Court approval of a
                       sale or sales of all or a material portion
                       of the Debtors' assets to a third party
                       other than the First Lien Secured
                       Claimholders, (2) the filing of a plan of
                       reorganization that does not contemplate
                       the consummation of the Rights Offering
                       and reorganization of the Debtors on
                       substantially similar terms as set forth
                       in the Second Amended Plan, or (3) the
                       acceptance of the Plan Proponent of
                       parties, other than the noted Backstop
                       Parties, as backstop parties for the
                       Rights Offering.

Rights Offering      On the Effective Date, the Backstop Parties
Premium:             will be entitled to an amount, which is
                     equal in the aggregate to 5% of the Rights
                     Offering Amount.  The portion of the
                     Rights Offering Premium to which each of the
                     Backstop Parties is entitled is set forth in
                     a schedule attached to the Backstop
                     Agreement.

Lazard Freres & Co. LLC, the Debtors' investment banker, will
market the Backstop Commitment Amounts to determine whether
another party will take on the obligations of the Backstop
Parties in a manner more economically beneficial to the Debtors'
estates.  The marketing effort will be limited to the Backstop
Commitment Amounts and will not include the Individual
Subscription Rights of each of the Backstop Parties.

To the extent Lazard receives any offers that may be more
economically beneficial to the Debtors' estates, the Plan
Proponent, in consultation with Lazard, will determine whether to
proceed with the Backstop Parties or the competing offer, which
would constitute an "Alternative Transaction" under the Backstop
Agreement.

Mr. Harron asserts that the Backstop Agreement provides for the
necessary assurance that the Rights Offering will generate
sufficient proceeds to effectuate the proposed Second Amended
Plan.

A full-text copy of the Backstop Rights Purchase Agreement
including the list of the Backstop Party, is available for free
at http://bankrupt.com/misc/LandS_BarclaysBackstopDeal.pdf

At the Plan Proponent's behest, the Court is set to consider the
Backstop Motion on May 20, 2009, at 1:00 p.m. (ET).  Objections to
the Motion are due no later than May 18, at 4:00 p.m. (ET).

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News, Issue No. 21; http://bankrupt.com/newsstand/or
215/945-7000).


LANDSOURCE COMMUNITIES: Disclosure Statement Hearing on May 20
--------------------------------------------------------------
LandSource Communities Development LLC and its 20 debtor
affiliates, Barclays Bank PLC, as administrative agent for itself
and various lenders under a Superpriority DIP First Lien Credit
Agreement, The Bank of New York Mellon as the Second Lien
Administrative Agent, and the Official Committee of Unsecured
Creditors, entered into a stipulation adjourning the hearing to
consider the adequacy of the amended Disclosure Statement
explaining the First Amended Chapter 11 Plan to May 20, 2009, at
1:00 p.m. (ET).

Barclays delivered to the U.S. Bankruptcy Court for the District
of Delaware its Second Amended Joint Plan of Reorganization for
LandSource Communities and its debtor affiliates and an
accompanying Disclosure Statement on May 6, 2009.

The Court has approved the Stipulation.  Parties who dispute the
Disclosure Statement must file their written objections no later
than May 15, 2009, at 4:30 p.m. (ET).  The Disclosure Statement
Objection Deadline only applies to parties who have appeared at
the telephonic hearing on the Emergency Motion sought by the
Creditors Committee to adjourn the Disclosure Statement hearing.

Any amended disclosure statement, plan or supplemental documents
the Plan Proponent intends to seek approval of must be filed with
the Court filed no later than May 6, 2009, at 4:30 p.m.

Any brief with respect to the Disclosure Statement may be filed
with the Court on or before May 19, 2009, at 12:00 p.m. (ET).

The Court is also set to consider the Plan Proponent's proposed
solicitation and voting procedures on May 20.  The Creditors
Committee and the U.S. Trustee have until May 15, at 4:30 p.m. to
file objections to the Solicitation Procedures Motion.

The Disclosure Statement Hearing was originally scheduled for
April 17, 2009.   Before the parties came to a final stipulated
date on the Disclosure Statement hearing, each of the Creditors
Committee and the Plan Proponent sought adjournment of the
April 17 original hearing date:

   -- The Creditors Committee previously sought and obtained an
      order to continue the Disclosure Statement Hearing to
      May 1, 2009.  The Committee argued that the Plan Proponent
      basically filed a draft disclosure statement as a
      placeholder that lacked any meaningful financial
      information and critical implementation documents.  The
      Committee asserted that it cannot complete a thorough
      analysis of the Disclosure Statement as it is.

   -- The Plan Proponent proposed to adjourn the Disclosure
      Statement Hearing for one more week or the first date when
      the Court may be available.   The Plan Proponent said it
      intends to supplement the Disclosure Statement with
      information as it may deem necessary.  The Plan Proponent
      though asserted that the Committee's demand to require the
      Plan Proponent to file any supplement to the Disclosure
      Statement at least 25 days before the Disclosure Statement
      Hearing is neither customary nor appropriate.

The Parties now agree to have the Court conduct the Disclosure
Statement Hearing on May 20, 2009.

The Plan Proponent has also recently presented to the Court a
Second Amended Plan of Reorganization and Disclosure Statement
dated May 6, 2009.  It also filed exhibits as attachments to the
Plan and Disclosure Statement, including a liquidation analysis
and valuation analysis.

                  Disclosure Statement Objections

Several parties made known to the Court their objection to the
Disclosure Statement explaining the First Amended Plan of
Reorganization filed by Barclays Bank.  They are:

   * The Office of the Attorney General, on behalf of the
     California Regional Water Quality Control Board, San
     Francisco Bay Region, and the California State Water
     Resources Control Board
   * California Department of Toxic Substances Control
   * The Pension Benefit Guaranty Corporation
   * Maricopa County Treasurer
   * Lakes by the Bay South Community Development District
   * Independent Construction Company
   * Southern Sun Construction Company
   * Pacific Advanced Civil Engineering, Inc.
   * Oakridge Landscape Inc.
   * Nature-Gro Corporation
   * Briarwood Capital, LLC
   * The County of Riverside and the County of Yuba
   * Altfillisch Contractors, Inc.

Sam Hill & Sons Inc. and CH2M HILL Constructors Inc. oppose
approval of the Disclosure Statement explaining the Second Amended
Chapter 11 Plan filed by Barclays.

The Pension Benefit Guaranty Corporation asserts that the
proposed Disclosure Statement fails to disclose adequately the
Pension Plan's future, the Pension Plan-related claims, and the
Pension Plan's impact on the Debtors, the Reorganized Debtors,
and the proposed plan of reorganization.  The PBGC says required
information has not been timely provided for creditors' and the
Court's review.  The Plan, the PBGC adds, proposes both excessive
discharges and a sub rosa substantive consolidation that are not
supportable under the Bankruptcy Code.

California Department of Toxic Substances Control and The Office
of the Attorney General, on behalf of the California Regional
Water Quality Control Board, San Francisco Bay Region, and the
California State Water Resources Control assert that the
information provided in the Disclosure Statement is inadequate
because it fails to disclose to creditors the Debtors'
environmental obligations and liabilities related to the Mare
Island property.  The Department adds that the Disclosure
Statement of the First Amended Plan does not provide a
liquidation analysis and financial projections.

The Objectors assert one or more of these concerns:

   -- The Disclosure Statement is vague as to the treatment of
      mechanics liens encompassed within the term "Permitted
      Liens" as used in the Final DIP Order.  It also fails to
      explain that the holders of Permitted Liens are being
      denied the opportunity to vote on the Plan, while in fact
      the claims may very well be impaired, as a result of the
      indefinite time for the Proponent to complete its review of
      the claims.

   -- The Disclosure Statement fails to set forth a class which
      specifically deals with secured real property tax claims.

   -- The Disclosure Statement fails to provide any meaningful
      information on the estimated recovery for general unsecured
      claims.

   -- Certain classes of claims do not provide for the accrual of
      interest on claims.  It is also clearly noted in the
      Disclosure Statement how certain claims will be treated and
      classified.

Briarwood Capital, LL, a member in HCC Investors, LLC, and the
owner and developer of the 540-acre golf course development in
Rancho Santa Fe, California, specifically complains that the
Disclosure Statement does not describe the history or status of
HCC or the development; does not disclosure the prepetition and
unauthorized transfer of the HCC membership interest; and does
not disclose Briarwood's objection to the assignments.

Sam Hill argues that upon review of the Disclosure Statement, it
is impossible for mechanic's lien claimants in general, and Sam
Hill in particular, to determine whether its or their Mechanic's
lien claims will be treated as Class 2 Senior Permitted Lien
Claims and if not, there is also no provision on how their liens
will be treated.  Sam Hill's counsel says the language in the
Amended Disclosure Statement is still confusing, despite his
communication with the Debtors' and the Plan Proponent's counsel
for clarification of the language.

CH2M HILL, for its part, contends that the Amended Disclosure
Statement does not adequately disclose the Mare Island Contracts
between CH2M and Lennar Mare Island, LLC.  These Contracts are
integrally related to the Mare Island Property, which is to be
sold to the Lennar Entities pursuant to the Amended Plan.  CH2M
says creditors cannot make an informed judgment regarding the
Amended Plan without disclosure of the Mare Island Contracts, of
their importance to the sale of the Mare Island Property, and of
the risk that, if the Contracts are sought to be assumed by LMI
and assigned to the Lennar Entities.

CH2M adds that the current deadlines in the Second Amended
Disclosure Statement and Plan do not provide sufficient time for
it to assert cure, damages and adequate assurance of future
performance claims in the event the Debtors seek to assume the
Mare Island Contracts.  It also does not provide a meaningful
opportunity to engage in discussions with the Debtors regarding
those claims before the Confirmation Hearing, CH2M adds.

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News, Issue No. 21; http://bankrupt.com/newsstand/or
215/945-7000).


LANDSOURCE COMMUNITIES: Buyer Balks at Washington Square Resale
---------------------------------------------------------------
Dulce View (Los Angeles) LLC, now known as Dolce View (Los
Angeles) LLC, objects to LNR-Lennar Washington Square's bid to
resell its property located in the State of California, commonly
known as Washington Square.

By the New Auction Notice, LNR-Lennar Washington Square is
improperly seeking bids for the very property it is already
obligated to convey to Dolce View, Domenic E. Pacitti, Esq., at
Klehr, Harrison, Harvey, Branzburg & Ellers LLP, in Wilmington,
Delaware, tells the U.S. Bankruptcy Court for the District of
Delaware.  He adds that the New Auction Notice is silent to the
fact that the Court, after notice and hearing, has already
approved a sale of the Property to Dulce View in accordance with
the Bidding Procedures Order entered by the Court on December 9,
2008.

Dolce View says it is ready, willing and able to close on the
purchase of the Property, and has in fact delivered all necessary
deliveries, documents and instructions to the title company to
allow closing to occur.  However, Mr. Pacitti notes, after
execution of the Purchase Agreement, LNR Washington Square
improperly executed two covenants and recorded them against the
Property and thus, to date:

   (a) the title company has been unable to issue an irrevocable
       commitment to issue a title policy in the form required by
       the Purchase Agreement; and

   (b) LNR Washington Square has been unable to deliver to Dolce
       View the title required by the Purchase Agreement.

Debtor LNR-Lennar Washington Square had informed the Court that it
is reselling Washington Square, after previous buyer Dulce View,
failed to meet requirements for the sale closing of the Property.

The Debtor has not selected a stalking horse bidder for the
proposed sale and auction.

The salient details of the proposed sale include:

   Assets to be sold:       Property, commonly known as
                            Washington Square, is Lot 1 of Tract
                            No. 28031, in Los Angeles,
                            California

   Minimum Bid:             $30,000,000

   Minimum Deposit          5% of the purchase price of the
   Required Upon
   Bid Submission:

   Deposit Required by      20% of the purchase price of
   Successful Bidder:       the Successful Bid.

Interested parties had until May 11, 2009, at 5:00 p.m. (New York
Time), to submit a bid for the proposed sale of the Washington
Square Property.

If two or more bids are received before the Bid Deadline or an
Agent seeks an auction, Washington Square will conduct an Auction
at the offices of Paul, Hastings, Janofsky & Walker LLP, at 515
South Flower Street, 25th, in Los Angeles, California, on May 15,
2009, at 9:00 a.m.

All requests for information concerning the sale of the Washington
Square Property should be directed by written request to:

         Lazard Freres & Co. LLC
         30 Rockefeller Plaza,
         New York, New York 10020
         Attention: Brandon Aebersold
         Brandon.Aebersold@lazard.com

with a copy to:

         Weil, Gotshal & Manges LLP
         767 Fifth Avenue,
         New York, New York 10153
         Attention: Debra A. Dandeneau, Esq.
         debra.dandeneau@weil.com

The Debtor seeks a June 2, 2009 hearing for the final sale of the
Washington Square Property.

Dolce View asserts that LNR Washington Square instead violated the
Purchase Agreement by the filing Violative Covenants.  Dolce View
thus objects to the New Sale Notice.

Mr. Pacitti argues that nothing in the Bidding Procedures Order or
the Sale Order allows the Debtors to re-auction the Property,
where Dolce View stands ready willing and able to close the Sale
when LNR Washington Square delivers the property title.

Mr. Pacitti notes that in the event the Court determines to
approve the sale of the Property to a party other than Dolce
View, the order (i) should provide that the effectiveness of the
order is stayed for 10 days as provided for under Rule 6004(h) of
the Federal Rules of Bankruptcy Procedure, and (ii) should not
make any findings under Section 363(m) as to the good faith of
the entity purchasing the Property.

           Debtors Seeks Amendment of Bidding Procedures

LNR Washington Square has asked the Court, on an expedited basis,
to amend the Bidding Procedures Order to authorize it to offer the
successful bidder at the auction reimbursement for reasonable out-
of-pocket expenses of up to $50,000 in the event the sale to the
bidder is not approved by the Court solely as a result of the
pending dispute with Dolce View and CIM.

LNR Washington Square says it is concerned that potential bidders
may be dissuaded from bidding because even if a bidder is
determined to be the successful bidder, the Court may enter an
order enjoining the sale to the successful bidder or otherwise
directing that the Property be sold to Dolce View.  In that case,
a bidder may believe it is not worth spending the resources to
conduct due diligence, negotiate a purchase and sale agreement,
and participate in the auction if uncertainty exists regarding
whether they will be permitted to consummate the acquisition of
the Property if they are the successful bidder, LNR Washington
Square points out.

LNR Washington Square believes that bidding will be encouraged by
offering to reimburse up to $50,000 in expenses incurred by the
party that is selected by the Debtors as the successful bidder at
the auction in the event the sale to that bidder is not approved
by the Court solely as a result of the pending dispute with Dolce
View and CIM.

In a separate filing, LNR Washington Square states that Dolce View
"refus[ed] to close" on the sale of the Property and it is for
that reason that LNR Washington Square filed the New Auction
Notice.  However, Dolce View and CIM object to and deny the
allegation.

                      Court OKs Reimbursement

Judge Kevin Carey authorizes, but does not direct, LNR Washington
Square, in its sole discretion, to offer the successful bidder at
the auction reimbursement for reasonable out-of-pocket expenses up
to $50,000 in the event the sale to the bidder is not approved by
the Court solely as a result of the pending dispute with Dolce
View and CIM.  The Bidding Procedures Order will remain in effect,
except as modified by the new Order.

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News, Issue No. 21; http://bankrupt.com/newsstand/or
215/945-7000).


LANDSOURCE COMMUNITIES: Unit Sues Dolce for Breach of Sale Pact
---------------------------------------------------------------
Debtor LNR-Lennar Washington Square, LLC, initiated an adversary
complaint against Dolce View (Los Angeles), LLC, formerly known as
Dulce View (Los Angeles), LLC, and CIM Fund III, L.P., for breach
of contract of a Purchase and Sale Agreement dated January 14,
2009.  The Debtor specifically seeks to recover damages:

   -- arising from Dolce View's breach of the PSA; and

   -- against CIM Fund, which under the terms of the Purchase
      Agreement, "irrevocably and unconditionally" guaranteed the
      payment of all damages stemming from Dolce View's breach of
      the PSA.

The U.S. Bankruptcy Court for the District of Delaware had
approved the sale of a property commonly known as Washington
Square - Lot 1 of Tract No. 28031, in Los Angeles, California, to
Dolce View in accordance with a Purchase Agreement in which Dolce
View agreed to act as a stalking horse bidder.

LNR Washington Square avers that it satisfied all conditions to
the closing of Sale, however, Dolce View raised a number of issues
regarding a punch list, certain insurance policies, and closing
documents that it claimed were open and that the parties had to
finalize before Closing could occur.  The Debtor notes that
although none of the issues Dolce View raised were legitimate, it
made substantial concessions in order to close the sale and
extended the original Closing date to March 25, 2009.  Despite all
this, Dolce View refused to close the sale, the Debtor tells Judge
Kevin Carey.  Contrary to its obligations under the Purchase
Agreement, Dolce View did not pay the purchase price nor timely
performed its obligations under the Purchase Agreement on the
Closing Date, according to the Debtor.

The Debtor says it then served a notice to Dolce View that the
buyer's conduct constituted a breach under the Purchase Agreement.
Dolce View, however, did not cure its breach within one business
day as required by the Purchase Agreement, the Debtor relates.
The Debtor adds that as of April 3, Dolce View has not cured its
breach and neither Dolce View nor CIM Fund has satisfied its
obligations under the Purchase Agreement.

Accordingly, LNR Washington Square asks the Court to render a
judgment in its favor and against Dolce View and CIM Fund for
damages in an amount to be determined, plus attorneys' fees and
costs.

The Debtor employed Richards, Layton & Finger, P.A., as its
attorneys in connection with the Adversary Complaint and has
obligated itself to pay the firms' market fee for its services and
to reimburse counsel for expenses incurred in connection the
matter.

                        Dolce View Responds

Dolce View argues that LNR Washington Square never satisfied the
conditions precedent to the closing of the sale or that the Debtor
ever properly scheduled closing.  Instead, Dolce View says, the
Debtor breached its express and implied covenants under the
Purchase Agreement by improperly entering into two written
covenants with the City of Los Angeles and allowing those
covenants to be recorded against the Property, which in turn has
made it impossible for the Debtor to deliver to Dolce View title
to the Property as required under the Purchase Agreement.

Dolce View insists that while it did raise certain questions about
a punch list, insurance policies and other closing matters, those
questions were all properly raised under the terms of the Purchase
Agreement and were not the cause of any delay in closing.

Moreover, Dolce View denies the allegation that it refused to
close the Sale.  To the contrary, Dolce View maintains that it is
ready, willing and able to close on the purchase of the Property,
and has in fact has delivered all necessary documents and
instructions to the title company to allow closing to occur.
Dolce View says it has delivered to First American Title Insurance
Company, which serves as both the Title Company and Escrow Agent
under the Purchase Agreement, deposits totaling $3,650,000 and is
prepared to pay the balance of the Purchase Price upon receipt of
an irrevocable commitment to issue a title policy.

On the other hand, Dolce View tells Judge Carey that despite its
demand, the Debtor has failed and refused to remove the violative
covenants, proceed to closing, and deliver the Property title
required by the Purchase Agreement.

Accordingly, Dolce View and CIM ask the Court to:

   (a) order the Debtor to return the $3,650,000 initial deposit
       to Dolce View;

   (b) award them damages, including lost profits, in an amount
       to be determined;

   (c) declare that Dolce View and CIM have no further
       obligations to the Debtor under the Purchase Agreement;
       and

   (d) award them lawsuit costs and attorneys' fees.

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News, Issue No. 21; http://bankrupt.com/newsstand/or
215/945-7000).


LAS VEGAS SANDS: Bank Debt Sells at 30% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands is
a borrower traded in the secondary market at 69.06 cents-on-the-
dollar during the week ended May 8, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 9.08 percentage points
from the previous week, the Journal relates.   The loan matures
May 1, 2014.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B- rating.

Participations in a syndicated loan under which affiliate Venetian
Macau US Finance Co., LLC, is a borrower traded in the secondary
market at 75.79 cents-on-the-dollar during the week ended May 8,
2009, an increase of 3.42 percentage points from the previous
week.   The loan matures May 25, 2013.  The Company pays 225 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and S&P's B- rating.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

On March 10, 2009, Moody's Investors Service lowered the Company's
Corporate Family Rating to B3 from B2 and assigned a negative
rating outlook.


LEAR CORP: Bank Debt Sells at 55% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 44.78 cents-on-the-
dollar during the week ended May 8, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 5.38 percentage points
from the previous week, the Journal relates.   The loan matures
March 29, 2012.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and S&P.

Meanwhile, participations in a syndicated loan under which Dana
Corp. is a borrower traded in the secondary market at 35.29 cents-
on-the-dollar during the week ended May 8, 2009, an increase of
5.79 percentage points from the previous week.  The loan matures
January 31, 2015.  The Company pays 375 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B+ rating.

Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 54.00
cents- on-the-dollar during the week ended May 8, 2009, an
increase of 8.53 percentage points from the previous week.   The
loan matures April 1, 2012.  The Company pays 125 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and S&P's CCC+ rating.

As reported in yesterday's Troubled Company Reporter,
participations in a syndicated loan under which Visteon Corp. is a
borrower traded in the secondary market at 24.19 cents- on-the-
dollar during the week ended May 8, 2009, an increase of 3.19
percentage points from the previous week.   The loan matures
May 30, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's B- rating.

Participations in a syndicated loan under which General Motors
Corp. is a borrower traded in the secondary market at 59.15 cents-
on-the-dollar during the week ended May 8, 2009, a drop of 5.50
percentage points from the previous week.   The loan matures
November 27, 2013.  The Company pays 275 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's CCC rating.

                         About Lear Corp.

Based in Southfield, Michigan, Lear Corp. is a global automotive
supplier, conducting business in two product operating segments:
seating and electrical and electronic.  The seating segment
includes seat systems and the components. The electrical and
electronic segment includes electrical distribution systems and
electronic products, primarily wire harnesses, junction boxes,
terminals and connectors, various electronic control modules, as
well as audio sound systems and in-vehicle television and video
entertainment systems. The assembly process with respect to the
electrical and electronic segment is performed in low-cost labor
sites in Mexico, Honduras, the Philippines, Eastern Europe and
Northern Africa.  Lear has divested substantially all of the
assets of its interior segment, which included instrument panels
and cockpit systems, headliners and overhead systems, door panels,
flooring and acoustic systems and other interior products.

                            *     *     *

As reported by the Troubled Company Reporter on January 30, 2009,
Lear Corp. had approximately $1.6 billion in cash and cash
equivalents as of December 31, 2008, providing more than adequate
resources to satisfy ordinary course business obligations,
according to the Company.  Lear had $6.8 billion in total assets,
and $3.5 billion in reported debt as of December 31, 2008.

In January, Moody's Investors Service lowered the Corporate Family
and Probability of Default ratings of Lear, to Caa2 from B3.  In a
related action, the rating of the senior secured term loan was
lowered to Caa1 from B2, and the rating on the senior unsecured
notes was lowered to Caa2 from B3.  The ratings remain on review
for further possible downgrade.

Standard & Poor's Ratings Services also lowered its corporate
credit rating on Lear to 'B-' from 'B'.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.  The
ratings remain on CreditWatch, where they had been placed with
negative implications on Nov. 13, 2008.


LEAR CORP: Lenders Extend Default Waiver Through June 30
--------------------------------------------------------
Lear Corporation has reached an agreement with its lenders to
extend the waiver under its primary credit facility.

The agreement extends, through June 30, 2009, a waiver of Lear's
existing defaults under its primary credit facility and an
amendment of the financial covenants and certain other provisions
of the primary credit facility.  The agreement also expands Lear's
ability to participate in the United States Department of
Treasury's automotive supplier support programs.  The Company and
its lenders remain in active discussions regarding further
modifications to its primary credit facility in light of existing
and projected industry conditions.

"Despite the challenging conditions we are facing, we have a
strong liquidity position and we are continuing to seek
alternatives to address our capital structure," said Bob Rossiter,
Lear's chairman, chief executive officer and president. "We
appreciate the support and cooperation we have received from our
supplier partners, our customers and our lenders as we work
together through the industry downturn."

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

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

Lear has been engaged in active discussions with a steering
committee consisting of several significant lenders to address
issues under the primary credit facility.  On March 17, 2009, Lear
entered into an amendment and waiver with the lenders under the
primary credit facility which provides, through May 15, 2009, for
(1) a waiver of the existing defaults under the primary credit
facility and (2) an amendment of the financial covenants and
certain other provisions contained in the primary credit facility.

In its Annual Report on Form 10-K for the year ended December 31,
2008, Lear said it was reviewing strategic and financing
alternatives available to the Company and has retained legal and
financial advisors to assist it.  The Company has been engaged in
continuing discussions with the lenders and others regarding a
restructuring of its capital structure.  Lear has said a
restructuring would likely affect the terms of its primary credit
facility, other debt obligations, including its senior notes, and
common stock and may be effected through negotiated modifications
to the agreements related to its debt obligations or through other
forms of restructurings, which Lear may be required to effect
under court supervision pursuant to a voluntary bankruptcy filing
under Chapter 11 of the U.S. Bankruptcy Code.

A default under Lear's primary credit facility could result in a
cross-default or the acceleration of Lear's payment obligations
under other financing agreements.

As of December 31, 2008, the scheduled maturities of Lear's long-
term debt, excluding obligations under the primary credit
facility, for the five succeeding years are:

     Year                  Maturities
     ----                  ----------
     2009                  $4,300,000
     2010                  $7,500,000
     2011                  $1,800,000
     2012                  $1,300,000
     2013                $301,700,000

Lear said, although its immediate focus "is on reducing operating
costs and efficiently managing our business through challenging
industry conditions and the overall economic downturn, we believe
that there is significant longer-term opportunity for continued
growth in our seating and electrical and electronic businesses and
are pursuing a strategy focused around our global product
capabilities.  This strategy includes investing in new products
and technologies, as well as selective vertical integration. We
believe our commitment to superior customer service and quality,
together with a cost competitive manufacturing footprint, will
result in a global leadership position in each of our product
segments and improved operating margins."

Lear will hold its Annual Meeting of Stockholders on May 21, 2009,
at 10:00 a.m. EDT.  The meeting will take place at the Company's
headquarters in Southfield, Michigan.

                         About Lear Corp.

Based in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's leading suppliers of
automotive seating systems, electrical distribution systems and
electronic products.  The Company's products are designed,
engineered and manufactured by a diverse team of 80,000 employees
at 210 facilities in 36 countries.  Lear is traded on the New York
Stock Exchange under the symbol [LEA].

                            *     *     *

Lear Corp. had approximately $1.6 billion in cash and cash
equivalents as of December 31, 2008, providing more than adequate
resources to satisfy ordinary course business obligations,
according to the Company.  Lear had $6.8 billion in total assets,
$4.6 billion in total current liabilities, $2.0 billion in long
term liabilities, and $198.9 million in stockholders' equity as of
December 31, 2008.

In January, Moody's Investors Service lowered the Corporate Family
and Probability of Default ratings of Lear, to Caa2 from B3.  In a
related action, the rating of the senior secured term loan was
lowered to Caa1 from B2, and the rating on the senior unsecured
notes was lowered to Caa2 from B3.  The ratings remain on review
for further possible downgrade.

Standard & Poor's Ratings Services also lowered its corporate
credit rating on Lear to 'B-' from 'B'.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.  The
ratings remain on CreditWatch, where they had been placed with
negative implications on Nov. 13, 2008.


LIFEPOINT HOSPITALS: Fitch Affirms Issuer Default Rating at 'BB-'
-----------------------------------------------------------------
Fitch Ratings has affirmed these ratings for LifePoint Hospitals,
Inc.:

  -- Issuer Default Rating at 'BB-';
  -- Secured bank credit facility at 'BB-';
  -- Senior subordinated convertible notes at 'B'.

The Rating Outlook is Stable. Total rated debt at March 31, 2009
was approximately $1.4 billion.

LifePoint's ratings reflect the company's improving credit profile
offset by continued operational challenges and a difficult
industry environment.  LifePoint's leverage (total debt/EBITDA)
declined for the third consecutive year to 3.2 times (x) in 2008
from 3.3x in 2007.  The decline was primarily due to EBITDA growth
since total debt outstanding remained relatively constant at $1.5
billion.  During the first quarter, leverage declined further to
2.9x largely as a result of a change in accounting for convertible
debt securities that resulted in a $118 million discount being
applied to the company's outstanding convertible debt securities.
In 2009 and beyond, Fitch expects leverage to remain relatively
consistent with current levels although occasional increases to
fund acquisitions are possible.

Fitch believes that LifePoint will resume actively acquiring
hospitals in 2009 after taking a hiatus from significant
acquisitions in 2007 and 2008.  Fitch expects that improved market
conditions and relatively low valuations will stimulate activity
this year, particularly since many non-profit hospitals are
struggling and may put themselves up for sale.  LifePoint has
already begun acquiring, with the February acquisition of 138-bed
Rockdale Medical Center for approximately $80 million in cash on
hand plus a $30 million capital commitment over the next six
years.  The company completed the acquisition with cash to avoid
increasing leverage.  However, Fitch believes the company would be
willing to increase leverage for a more sizable opportunity, as it
has done in the past.  For example, LifePoint acquired Province
Healthcare Company in 2005 for approximately $1.8 billion, but
Fitch notes LifePoint was able to reduce leverage to below 4x
within a year after reaching approximately 5.8x at June 30, 2005.
However, given the company's focus on improving operations,
significant acquisition activity could present meaningful
integration risk to the credit.

Over the past few years, LifePoint has contended with several
operating challenges related to physician recruitment, integrating
acquisitions and increasing operating expenses.  As a result, the
company has reported the worst organic volume growth in the
industry since Jan. 1, 2007 as well as a more than 400 basis point
decline in EBITDA margins over the past four years.  LifePoint has
taken several steps to address these issues, including adding
centralized resources for physician recruitment and quality, as
well as conducting deep-dive analyses at key facilities.  There
have been some preliminary signs of progress from these efforts,
including improved quality scores, higher levels of physician
recruiting (LifePoint met its physician recruiting target in 2008
and is 30% ahead of the prior year during the first quarter of
2009) and volume increases in targeted service lines (such as a
15%-17% increase in CT volumes and a 12% increase in gross
outpatient revenues during the first quarter of 2009).  However,
Fitch notes that LifePoint's organic admissions growth continues
to lag the industry average.  Furthermore, LifePoint faces an
increasingly difficult industry environment in 2009, which could
lead to further declines in operating performance.

LifePoint's ratings are supported by the company's adequate
liquidity and strong cash flows.  LifePoint's free cash flow
margin, at 6.5% for 2008, is the highest in the for-profit
hospital industry.  Liquidity is also provided by the company's
undrawn $350 million secured revolver and cash on hand of
approximately $45 million at March 31, 2009.  Fitch notes that the
revolving credit facility matures in 2010, but the company has no
other significant debt maturities until 2011 when the $706 million
term loan begins to be repaid in four equal installments from June
2011 until maturity in April 2012.  Free cash flow for the latest
12 months ended March 31, 2009 was approximately $156 million and
Fitch expects free cash flow to remain relatively consistent with
this level going forward.


LINN ENERGY: Moody's Assigns 'B3' Rating on $200 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 6; 91%) rating to
Linn Energy, LLC's proposed $200 million eight-year senior
unsecured notes and affirmed its existing B1 Corporate Family
Rating, B1 Probability of Default Rating, and existing B3 (LGD 6;
though the point estimate is changing from 92% to 91%) senior
unsecured note ratings.  The note ratings are assigned under
Moody's Loss Given Default notching methodology.  The SGL-3
Speculative Grade Liquidity Rating was also affirmed.  The outlook
is stable.

Note proceeds from the pending offering along with the pending $75
million equity offering will repay a like amount of outstandings
under Linn's first secured borrowing base revolver.  Under Moody's
Loss Given Default methodology, the rating for the proposed senior
notes offering is two notches lower than the B1 CFR.  This is the
result of the company's estimated $1.2 billion outstanding balance
under the revised $1.7 billion borrowing base revolver,
constituting nearly 72% of the capital structure as determined by
the LGD methodology pro-forma for the $200 million notes offering
and $75 million equity offering.

The affirmation of the B1 CFR reflects the company's overall
sizeable and durable asset base comparable to similarly rated E&P
companies.  Although Linn's property base has undergone
significant change over the past two years, it consists of long-
lived durable assets needing relatively low levels of capital
spending to sustain production and contains prospects for near-
term growth.

The ratings are further supported by seasoned management; sound
liquidity due to effectively 100% of production being hedged
through 2011 with significant proportion extending further into
2014; and sound production and productivity trends.

The B1 CFR is tempered by the company's LLC corporate structure
which contains the burden of not only sustaining, but also growing
its regular cash distributions to unit holders, and the need to
supplement organic growth with acquisitions.  This distribution
obligation amplifies the relatively high reinvestment risk for the
company but is compounded by having a depleting capital base
underpinning a depleting asset base.

The B1 CFR also incorporates the company's relatively high
leverage on the proven developed reserve base approximately
$8.86/boe pro-forma for the equity offering which is on the higher
end of the B1 rated exploration and production peers group.
Moody's expects that leverage will likely remain on the higher end
for the rating as the LLC model does not lend itself to much debt
reduction given that cash flow after maintenance capex will be
paid to unitholders instead of debt reduction.  In addition
potential acquisitions may also result in sustained higher levels
of debt within the company.  However, given the company's scale
and diversification, the B1 rating can handle some incremental
leverage.

The stable outlook assumes that the company will be able to
continue to demonstrate stable production trends, while
maintaining a manageable cost structure.  The stable outlook also
reflects the expectation that leverage on the PD reserves remains
within the $9.00/boe range and future major acquisitions will be
adequately funded with equity,

The speculative grade liquidity rating of SGL-3 primarily reflects
Moody's expectation that Linn will have adequate liquidity to
cover its planned capital spending needs, interest expense, and
working capital requirements over the next twelve months.  Given
its LLC structure, Moody's does not expect Linn to have much free
cash flow after unit distributions, but will have adequate
availability under its senior secured revolving credit facility to
cover any funding needs.

Moody's last rating action for Linn Energy, LLC dates from June
17, 2008, at which time Moody's assigned a first time B1 corporate
family rating, a B3 (LGD 6; 92%) rating to its senior unsecured
notes, a B1 probability of default rating, and an SGL-3
speculative grade liquidity rating.

Linn Energy is a Houston, Texas based independent energy company
engaged in the development, production, acquisition, and
exploitation of long life crude oil and natural gas properties in
the United States.  The company's reserves and production are
located in California and Mid- Continent regions.


LINN ENERGY: S&P Assigns 'B-' Rating on $200 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
rating and '6' recovery rating (indicating S&P's expectation of
0%-10% recovery in the event of a payment default) to oil and gas
exploration and production company Linn Energy LLC's proposed
$200 million senior unsecured note issuance.  Linn Energy Finance
Corp. is a co-issuer.  The corporate credit rating on Linn is 'B+'
and the outlook is stable.  As of March 31, 2009, Houston, Texas-
based Linn had $1.7 billion of debt.

"The ratings reflect Linn's midsize reserve base, aggressive
financial leverage, and substantial quarterly distributions paid
to unit holders," said Standard & Poor's credit analyst David
Lundberg.  "The low geological risk inherent in the company's
reserve base, balanced production mix between natural gas and
liquids, and substantial commodity price hedges partially offset
these weaknesses."

Linn is a limited liability company.  However, it resembles a
master limited partnership in several ways, and Standard & Poor's
generally refers to the company as an E&P MLP.  Most notably, Linn
pays out substantially all available cash flow to unit holders
quarterly, and equity investors tend to value the company on a
yield basis.  Unlike an MLP, there is neither a general
partnership interest nor incentive distribution rights.

The outlook is stable.  In 2009, S&P expects Linn's core
operations to drive acceptable credit ratios, with debt to EBITDA
in the low 3x area and FFO to total debt of about 25%.  To the
extent Linn purchases additional put contracts, credit ratios
could be somewhat worse (e.g., $100 million of purchased put
contracts will cause FFO to total debt to decline to 20%).  S&P
also expect distribution coverage to be at least 1.1x, per the
company's definition.

If measures worsen beyond these levels because Linn funds a future
acquisition or its underlying operations underperform, S&P would
consider a negative rating action.  Excluding purchased put
contracts, S&P would consider a negative action if debt to EBITDA
exceeds 3.5x or FFO to total debt falls to less than 20%.  S&P
would also consider a downgrade if liquidity weakens markedly.  A
near-term positive ratings action is unlikely, but S&P could
consider an upgrade over the longer term as the company lengthens
its operating track record while maintaining acceptable credit
metrics.


LUCKY CHASE: AmTrust Bank Wants Trustee Appointed to Get Payments
-----------------------------------------------------------------
AmTrust Bank, creditor in Lucky Chase II, LLC's Chapter 11 case,
asks the U.S. Bankruptcy Court for the Southern District of
Florida for an appointment of Trustee.

AmTrust tells the Court that its is urgent that a Trustee be
appointed in the Chapter 11 case to ensure that the property is
secure and to collect rental payments pledged to AmTrust.

The Debtor executed and delivered to Ohio Savings Bank, the
predecessor in interest to AmTrust Bank, a $44.4 million
promissory noted date August 10, 2006.

To secure payment and performance of the note, the Debtor also
executed and delivered to AmTrust a certain Renewal Mortgage and
Security Agreement dated August 10, 2006.

In August 2008, the Debtor and the guarantors: Scott Deaktor,
Marsha Deaktor and Marcia Deaktor, have defaulted under the note
and mortgage.  The Debtor and guarantors owe the lender
$28,209,824 that is due as outstanding principal on the note,
together with accrued interest thereon.

A hearing on AmTrust's motion is set for May 14, 2009.

                     About Lucky Chase II, LLC

Headquartered in Pittsburgh, Pennsylvania, Lucky Chase II, LLC
operates a single-asset, real estate company.

The Company filed for Chapter 11 on April 29, 2009 (Bankr. S. D.
Fla. Case No. 09-18087).  Arthur J. Spector, Esq., represents the
Debtor in its restructuring effort.  The Debtor's assets and debts
both range from $10 million to $50 million.


MACROVISION SOLUTION: Moody's Upgrades Senior Loan Rating to 'Ba1'
------------------------------------------------------------------
Moody's Investors Service upgraded Macrovision Solution
Corporation's senior secured term loan rating to Ba1 from Ba2 and
senior unsecured note rating to Ba3 from B1.  The change in
ratings primarily reflects the reduced size of Macrovision's
senior secured borrowings following the repayment of approximately
$240 million of the company's senior secured term loan.  The
revised ratings reflect the debt balances as of the March 31, 2009
fiscal quarter end.  The company's Ba3 corporate family rating,
Ba3 probability of default rating, SGL-2 speculative-grade
liquidity rating, and stable outlook remain unchanged.

These ratings have been upgraded:

  -- $307 million ($550 million originally) senior secured term
     loan due 2013 to Ba1 (LGD2, 20%) from Ba2 (LGD2, 28%)

  -- $100 million senior unsecured notes due 2013 to Ba3 (LGD4,
     58%) from B1 (LGD5, 72%)

These ratings are unchanged:

  -- Corporate family rating: Ba3
  -- Probability of default rating: Ba3
  -- Speculative grade liquidity rating: SGL-2
  -- Outlook, stable

Moody's most recent rating action was April 25, 2008 when Moody's
revised Macrovision's senior secured term loan rating to Ba2 from
Ba1.  Macrovision's ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within the 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 Macrovision's core industry and Macrovision's ratings
are believed to be comparable to those of other issuers of similar
credit risk.

Macrovision Solutions Corporation formed through the $2.8 billion
acquisition of Gemstar-TV Guide International Inc. by Macrovision
Corporation has a leading patent portfolio of copy protection
technology and interactive program guides.  Pro Forma 2008
revenues from continuing operations were approximately $423
million (as if Gemstar was acquired prior to beginning of 2008
calendar year and excludes revenues from divested assets).  The
company is headquartered in Santa Clara, California.


MARATHON HEALTHCARE: Court Okays Paradigm as Preferred Bidder
-------------------------------------------------------------
Michael C. Juliano at The Advocate reports that State Superior
Court Judge Jerry Wagner has approved Paradigm Healthcare
Development as the preferred bidder for Marathon Healthcare Group.

The Advocate quoted State Attorney General Richard Blumenthal as
saying, "We're hopeful the sale will be completed."

Marathon Healthcare, says The Advocate, has been in state
receivership since December 2008, after going bankrupt in April
2008.  The report says that the state appointed licensed nursing
home administrator Phyllis Belmonte to supervise Marathon
Healthcare.

According to The Advocate, Mr. Blumenthal said that Paradigm
Healthcare has made a deposit of $300,000 toward the purchase of
Marathon Healthcare, and has offered $350,000 for the Company's
operations, which excludes the Company's buildings.  Citing Mr.
Blumenthal, The Advocate says that Ms. Belmonte and Paradigm
Healthcare have been in talks over the sale, which must be
finalized by May 28, 2009.  Mr. Blumenthal said that Paradigm
Healthcare has until June 2, 2009, to secure financing for
Marathon Healthcare's six Connecticut homes in Norwalk, New Haven,
Prospect, Torrington, Waterbury, and West Haven, The Advocate
states.

East Hartford, Connecticut-based Marathon Healthcare Group, LLC --
http://www.marathonhealthcare.com/-- provides nursing and long
term care.  Together with seven affiliates, the healthcare
provider filed for Chapter 11 protection on April 3, 2008 (Bankr.
D. Conn. Lead Case No. 08-20591).  Barry S. Feigenbaum, Esq., at
Rogin Nassau, LLC, represents the Debtors in their restructuring
efforts.  Zeisler & Zeisler PC serves as counsel to the Official
Committee of Unsecured Creditors.  When the Debtors filed for
Chapter 11, they listed assets between $100,000 and $1 million and
debts between $1 million and $10 million.


MARILYN J FOX: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Marilyn J. Fox
        980 Via Morada
        Monterey, CA 93940

Bankruptcy Case No.: 09-14361

Chapter 11 Petition Date: May 11, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Philip D. Dapeer, Esq.
                  Philip D. Dapeer a law corp
                  699 Hampshire Rd Ste 105
                  Westlake Village, CA 91361
                  Tel: (323) 954-9144

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

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

A full-text copy of Ms. Fox's petition, including her list of 3
largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/cacb09-14361.pdf

The petition was signed by Ms. Fox.


MARLENE SIEGEL: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Marlene Siegel
        4575 Pet Lane
        Lutz, FL 33559

Bankruptcy Case No.: 09-09730

Chapter 11 Petition Date: May 12, 2009

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

Judge: Caryl E. Delano

Debtor's Counsel: Sheila D. Norman, Esq.
                  Norman and Bullington, P.A.
                  1905 West Kennedy Blvd
                  Tampa, FL 33606
                  Tel: (813) 251-6666
                  Fax: (813) 254-0800
                  Email: sheila@normanandbullington.com

Total Assets: $2,172,958

Total Debts: $2,486,762

A full-text copy of the Ms. Siegel's petition, including her list
of 18 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/flmb09-09730.pdf

The petition was signed by Ms. Siegel.


MASONITE INT'L: Files Asset Report as of December 31, 2008
----------------------------------------------------------
As required by Rule 2015.3 of the Federal Rules of Bankruptcy
Procedure, Masonite Corporation delivered to the U.S. Bankruptcy
Court for the District of Delaware a periodic report, as of
December 31, 2008, on the value, operations and profitability of
those entities in which the Debtor's estate holds a substantial or
controlling interest.

Masonite discloses that it holds a substantial or controlling
interest in these entities:

   Name of Entity                 Estate Interest       Value
   --------------                 ---------------       -----
   Masonite Magyarorszag Kft.           100%         $8,467,000
   Inversiones Premdor SA               100%         $2,295,000
   Masonite Mexico SA de CV             100%        $14,246,000
   Kronospan Door Holding SARL          100%        $35,129,000
   Premdor Ltd.                         100%         $7,263,000
   Masonite Europe Shared
   Services Limited                     100%         $1,836,000
   Premdor UK Holdings Limited          100%        $61,484,000
   Masonite (Shanghai) Trading
   Company Limited                      100%         $1,330,000
   Masonite (Hungary) Szolgatato
   Reszvenytarsasag                     100%       $268,237,000
   Premdor International Inc.           100%             $4,000
   Europa Door Ltd.                     100%         $5,342,000
   Liora Enterprises Limited            100%         $3,327,000
   Sacopan Inc.                          75%        $39,006,000
   Premdor (Jersey) Limited             100%                 $0
   Masonite Chile Holdings SA           100%        $55,957,000
   Castlegate Entry Systems Inc.        100%        $16,496,000
   Premdor S.A.S.                       100%        $51,887,000
   Masonite (Africa) Limited             80%        $22,242,000
   Crown Door Corp.                     100%                 $0
   Rochman Universal Door Inc.          100%           $326,000
   Masonite Ireland                     100%       $218,866,000
   Magna Foremost SON BHD                50%        $39,663,000
   Foremost Crest SON BHD                50%          ($232,000)
   Dominance Industries, Inc.            45%        $29,347,000
   Echelon Laser Systems LP              50%            ($5,000)

A full-text copy of the Periodic Report is available for free
at http://bankrupt.com/misc/Masonite_PeriodicReport123108.pdf

                  About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE INT'L: Files Schedules of Assets and Debts
---------------------------------------------------
Masonite International filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

A.     Real Property
       Berthierville Facility                       $1,881,258
       Lac-Megantic Facilities                       8,841,425
       St. Romuald Facility                            393,611
       Yarrow Facility                               3,935,990

B.     Personal Property

B.1    Cash on hand
       0100 Petty                                       40,716

B.2    Bank Accounts
       Bank of Montreal - 9751                      21,163,332
       Bank of Montreal - 3133                          33,331
       Bank of Montreal - 0266                         663,798
       Bank of Montreal - 1170                          43,570
       Bank of Montreal - 8529                             122
       Bank of Montreal - 8754                             993
       Bank of Montreal - 8789                             171
       Bank of Montreal - 5892                             122
       Bank of Montreal - 8762                             202
       Wachovia - 1166                                   1,270
       Wachovia - 1167                                   1,263
       Wachovia - 1036                                 128,768
       Wachovia - 4252                                       0
       Wachovia - 7981                                 177,880
       Wachovia - 7981 Invested                      6,531,000
       Wachovia - 8319                               1,546,776
       Wachovia - 8322                                       0
       Evergreen Management Company, LLC - 2028     27,683,786
       Bank of Montreal - 5733                         124,286
       Bank of Montreal - 9218                         465,870
       Bank of Montreal - 0345                           8,705
       Bank of Montreal - 1865                             700
       Bank of Montreal - 3485                           7,589
       Others                                               12

B.3    Security Deposits
       Lift Capital                                      2,786
       Hydro Quebec                                     33,504
       Deposit on 1008 Cliveden - VF Warehouse          56,580
       Deposit on Calgary 2 - Bldg                       6,400
       Samuel & Son - Material cash in advance           3,107
       Scotia Bank - Deposit for Pcard                 312,320
       Bell & Hydro from cc51                            2,135

B.13   Business Interests and stocks
       Inversiones Premoor S.A.                   Undetermined
       Masonite Costa Rica S.A.                   Undetermined
       Tecnoforest Del Norte S.A.                 Undetermined
       Masonite Mexico S.A. de C.V.               Undetermined
       Masonite (Shanghai) Trading Company Ltd.   Undetermined
       Premdor Finance LLC (Delaware)             Undetermined
       Masonite Szolgaltato Reszvenytarsasag      Undetermined
       Premdor International Inc. (Barbados)      Undetermined
       Kronospan Door Holding Sarl (Luxembourg)   Undetermined
       Masonite CZ spol S.R.o. (Czech Republic)   Undetermined
       Masonite PL Sp.Z.o.o. (Poland)             Undetermined
       Europa Door Ltd (Switzerland)              Undetermined
       Premdor Karmiel Holdings B.V.              Undetermined
       Premdor Kapi Sanayive Ticaret, A.S.        Undetermined
       Sc Premdor Marketing s.a.r.l. (Romania)    Undetermined
       Premdor Ltd (Israel)                       Undetermined
       Mif'Alay Etzcarmiel Ltd. (Israel)          Undetermined
       Open Gallery 1999 Ltd. (Israel)            Undetermined
       Liora Enterprises Limited (Cyprus)         Undetermined
       Dp Premdor Ukraine (Ukraine)               Undetermined
       Masonite Europe Shared Services Limited    Undetermined
       Premdor U.K. Holdings Limited (U.K.)       Undetermined
       Premdor Crosby Limited (U.K.)              Undetermined
       Bonlea Limited (U.K.)                      Undetermined
       Premdor (Jersey) Limited                   Undetermined
       Crown Door Corp. (Ontario)                 Undetermined
       Masonite Chile Holdings S.A. (Chile)       Undetermined
       Premdor S.A.S. (France)                    Undetermined
       Ekem S.A.S. (France)                       Undetermined
       Fonmarty & Fils Techni-Bois S.A.S.         Undetermined
       Magri S.A.S. (France)                      Undetermined
       Societe Monnerie S.A.S.                    Undetermined
       Batimetal S.A.S. (France)                  Undetermined
       Establissements Rabillion Et CIE S.A.      Undetermined
       Reseau Bois S.A.R.L. (France)              Undetermined
       Castlegate Entry Systems Inc. (Canada)     Undetermined
       3061275 Nova Scotia Company (Nova Scotia)  Undetermined
       Masonite Ireland (Ireland)                 Undetermined
       Masonite Europe (Ireland)                  Undetermined
       Masonite Components (Ireland)              Undetermined

B.14   Interests in partnerships
       Magna Foremost SDN BHD (Malaysia)          Undetermined
       Foremost Crest SDN BHD (Malaysia)          Undetermined
       Sacopan Inc. (Quebec)                      Undetermined
       Masonite (Africa) Limited (South Africa)   Undetermined

B.16   Accounts Receivable
       Aggregated 3rd Party Accounts Receivable     28,696,373
       Allowance for Doubtful Accounts                 111,568
       Debtor Intercompany Accounts Receivable       3,476,701
       Non-Debtor Intercompany Accounts Receivable     391,728

B.18   Other Liquidated Debts
       Tax Refund - Ontario                            444,284
       Tax Refund - GST - Pre                          888,760
       Tax Refund - GST - Post                          71,599
       Tax Refund - QST - Pre                          220,258
       Tax Refund - QST - Post                          44,589
       Tax Refund - Capital Tax - Pre                  697,674

B.21   Other Contingent & Unliquidated Claims
       Tax Refund - Ontario                                408

B.22   Patents                                     101,690,750
       See http://ResearchArchives.com/t/s?3bc0

B.23   General Intangibles
       Jerry G. Crittenden                        Undetermined
       Rivdal Enterprises, Ltd                    Undetermined

B.25   Vehicles
       0926 Automobiles                                 17,819

B.28   Office equipment, furnishings and supplies
       0930 Office equipment                            65,562
       0933 Computer equipment                         158,991

B.29   Machinery
       0914 Tooling                                    786,717
       0915 Mach & equip                             7,275,872
       0918 Fixtures & fittings                              0
       0919 Distribution equipment                      49,328
       0923 Delivery equipment                          19,853
       0949 Current year, additions                  4,055,200
       0916 Mach & equip                                50,609

B.30   Inventory                                    38,433,750
       See http://ResearchArchives.com/t/s?3bc1

B.35   Other Personal Property
       0500 Insurance                                1,159,865
       0505 Rent                                       166,966
       0510 Business taxes                             154,254
       0520 Sundry                                     926,441
       0525 License                                      2,258
       0535 Supplies                                   261,953
       0540 Fuel                                             0
       0595 Acquisition costs                        2,115,670
       0902 Leasehold improvements, plant              147,621
       0903 Leasehold improvements, office             485,811
       0952 A/D leasehold improvements, plant         (129,871)
       0953 A/D leasehold improvements, office               0
       LTIC Pittsburg, KS                                  568
       LTIC Masonite International Inc               9,130,480
       LTIC Charlotte, NC                               19,527
       LTIC San Jose, CR                             1,366,461
       LTIC Premdor International Inc.                 803,736
       LTIC Barnsley Corporate                      20,245,157
       LTIC Castlegate Entry Systems                 1,314,648
       LTIC Zug, Switzerland                            50,000
       LTIC Istanbul, TRK                              250,000
       LTIC Nicosia, Cyprus                         13,647,199
       LTIC Amsterdam, NET                          10,115,000
       LTIC Berdychiv, UKR                           2,950,000
       LTIC Brasov, Romania                          2,023,240
       1060 Other deferred costs                      (179,289)
       Others                                               26

          TOTAL SCHEDULED ASSETS                   $328,769,500
          =====================================================

C.   Property Claimed as Exempt                            None

D.   Secured Claim
     CIT Financial Ltd                             Undetermined
     Citicapital Commercial Corporation            Undetermined
     Expeditors Canada Inc                         Undetermined
     GE Canada Equipment Financing G.P.            Undetermined
     General Electric Canada Equipment Finance GP  Undetermined
     Irwin Commercial Finance Canada Corporation   Undetermined
     Liftcapital Corporation                       Undetermined
     Pitney Bowes of Canada Ltee                   Undetermined
     Ricoh Canada Inc                              Undetermined
     Samuel & Son Company                                $3,330
     The Bank of Nova Scotia                        823,895,619

E.   Unsecured Priority Claims
     Ministere du Revenue - Quebec                 Undetermined

F.   Unsecured Non-priority Claims                  751,293,681
     See http://ResearchArchives.com/t/s?3bc2

        TOTAL SCHEDULED LIABILITIES              $1,575,192,630
        =======================================================

Masonite International also filed its statement of financial
affairs.  Anthony DiLucente, executive vice-president and chief
accounting officer of Masonite International Corporation says that
the company incurred losses from its business operations during
the two years before the Petition Date:

    Period                              Amount
    ------                           -----------
    January 2009 to March 2009      ($29,346,147)
    Fiscal Year 2008                (361,827,960)
    Fiscal Year 2007                 (50,820,983)

MIC also earned an aggregate of $9,371,869, from sources other
than the operation of its business during the two years before
the Petition Date:

    Source                             Amount
    ------                           ----------
    Sale of St. Hyacinth Plant       $1,771,869
    Sale of Mississauga Plant         7,600,000

MIC made payments or transfers totaling $304,428,004 to creditors
within 90 days immediately before the Petition Date, a list of
which is available for free at:

   http://bankrupt.com/misc/MasoniteIntlCorp_SOFAs_3b.pdf

MIC also made payments totaling $583,328 to "insiders" as defined
in Section 101(31) of the Bankruptcy Code within one year
immediately preceding the Petition Date for the benefit of
creditors who are insiders.

MIC is a party to several lawsuits and administrative proceedings
within one year immediately preceding the Petition Date:

  Suit Caption                    Nature             Status
  ------------                    ------             ------
  G&K Services Canada, Inc.   Breach of Contract     Pending
  and Masonite International
  Corporation/La Corporation
  Internationale Masonite
  CV-08-356210

  Diane Marie Allison         Problem with Masonite  Pending
  vs. Home Depo Installation  door purchased from
  Services Inc 08SL-SC01364   Home Depot

  In the Matter of the
  Arbitration between:
  Masonite Holding
  Corporation - Claimant      Breach of Contract -   Pending
  and Shmuel Shterenshus -    Covenant Not to
  Respondent                  Compete

  Gerald Lentini and April    Asbestos Litigation    Pending
  Lentini vs. 3M Company,
  et al 1391027

  Larry Shofner vs. Ace       Asbestos Litigation    Pending
  Hardware Corporation,
  et al 1454579

  Peter Wolosuk and Alice     Asbestos Litigation    Pending
  Wolosuk vs. 3M Company,
  et al 1390661

  Design Build Concepts,      Civil - Breach of      Pending
  Inc. vs. Masonite           Contract, Fraud,
  International Corporation   Negligence and Breach
  and Masonite Corporation    of Implied Warranty
  CV2007-40

  James B. Zuluag against     Personal               Pending
  Masonite U.S. Holdings,     Injury/Negligence
  Inc., Masonite Woodbury
  Door Fabrication d/b/a
  Door Fabrication
  Services, Masonite
  International
  Corporation, Premdor
  DoorFab and "John Doe"
  Index #: 13303/2006
  Docket No.: 410819
  File No.: 202733

  Dan Q Robertson vs          Sexual Harassment      Pending
  Masonite International      and discrimination
  450-2007-04858              because of sex(Male)

  Paul Ragany - Plaintiff     Statement of Claim -   Pending
  and Masonite                Wrongful Termination
  International Inc -         and Breach of
  Defendants                  Contract
  CV-08-00363561-000

  Arthur Rudko and Masonite   Statement of Claim -   Pending
  International Inc           Wrongful Termination
  07-CV-331362-PD3            and Breach of
                              Contract

  Masonite Corporation, as    Complaint for          Pending
  assignee of Premdor, Inc.   Declaratory Relief
  vs. Blue Crab Holdings,
  LLC., Blue Crab Door,
  Inc., David E. Ford, and
  Kevin Rudolph
  File No. 07-CA-010906

MIC gave $8,575 as gifts and charitable contributions to
individuals and organizations within one year immediately
preceding the Petition Date:

   Organization                 Date           Value
   ------------                 ----           -----
   Quebec Cystic Fibrosis     August-08        $3,675
   Assoc

   Kids with Cancer Society   December-08       4,900

Within one year before the Petition Date, MIC also paid made
payments to law firms and other professionals involved in the
preparation of the Debtor's Chapter 11 petition.  A list of the
professional fee payments is available for free at

Masonite Corp. has been a member of a consolidated group for tax
purposes within six years immediately the Petition Date:

  Parent Corporation                   Taxpayer I.D. Number
  --------------                       --------------------
  Masonite International                    98-0377314
  Corporation

Masonite International Inc. owns 100% of Masonite International
Corp.'s common stocks.

                  About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE INT'L: Florida Made Door Files Schedules and Statement
---------------------------------------------------------------
Florida Made Door Co. filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

A.     Real Property
       Astatula Facility                            $1,115,662

B.     Personal Property
B.1    Cash on hand
       0100 Petty                                          500

B.2    Bank Accounts
       Wachovia - 5052                                       0

B.13   Business Interests and stocks
       Cutting Edge Tooling, Inc. (Florida)       Undetermined

B.16   Accounts Receivable
       Aggregated 3rd Party Accounts Receivable        443,927
       Allowance for Doubtful Accounts                       0
       Debtor Intercompany Accounts Receivable       1,821,877
       Non-Debtor Intercompany Accounts Receivable           0

B.28   Office equipment, furnishings and supplies
       0930 Office equipment                              1,113
       0933 Computer equipment                           47,003

B.29   Machinery
       0914 Tooling                                           0
       0915 Mach & equip                              3,113,561
       0918 Fixtures & fittings                               0
       0919 Distribution equipment                       12,750
       0923 Delivery equipment                               20
       0949 Current year, additions                     250,867
       0916 Mach & equip                                      0

B.30   Inventory
       See: http://ResearchArchives.com/t/s?3bca     1,439,000

B.35   Other Personal Property
       0500 Insurance                                         0
       0505 Rent                                              0
       0510 Business taxes                                    0
       0502 Insurance reserve                                 0
       0520 Sundry                                       60,773
       0525 License                                           0
       0535 Supplies                                     32,305
       0540 Fuel                                              0
       0595 Acquisition costs                                 0
       0902 Leasehold improvements, plant               649,520
       0903 Leasehold improvements, office                    0
       Plant                                           (520,051)
       Office                                                 0
       LTIC PUSH Head Office                         40,737,956
       LTIC Tavares, FL                                  83,358
       1060 Other deferred costs                              0
       Others                                                 5

          TOTAL SCHEDULED ASSETS                    $49,290,146
        =======================================================

C.   Property Claimed as Exempt                            None

D.   Secured Claim
     The Bank of Nova Scotia                       Undetermined

E.   Unsecured Priority Claims                             None

F.   Unsecured Non-priority Claims
     Aceco Precision Tools                               $1,170
     Acme Saw and Industrial Supply                       5,187
     Advanced Geoenvironmental, Incorporated              2,038
     Associated Packaging, LLC                            9,845
     City of Stockton Fire                                1,152
     Crst, Incorporated                                   3,886
     Dahlstrom Lumber Company, Inc.                      24,172
     Expeditors International                             5,224
     Exxact Express, Incorporated                         6,513
     Henkel Adhesives                                     5,430
     J.B. Hunt Transport, Inc.                           18,063
     Masonite Ireland CC91                                1,109
     Motion Industries, Incorporate                       4,740
     MSC Industrial Supply Co Inc                         9,023
     Newman Machine Company, Incorporated                 2,039
     Normandin Transit, Incorporated                      3,013
     Oregon-Canadian Forest Products Incorporated         8,309
     Scientific Certification Systems                     3,550
     Sierra Forest Products                              20,206
     Sierra Pacific Industries                           81,942
     Viking Lumber Company, Incorporated                 32,385
     Western Cascade Lumber Sales, Incorporated          16,381
     Ziegelmeyer Machine & Manufacturing, Inc.            1,004
     Others                                               9,234

        TOTAL SCHEDULED LIABILITIES                    $275,615
        =======================================================

Florida Made Door also filed its statement of financial affairs.
Anthony DiLucente, executive vice-president and chief accounting
officer of Florida Made Door Co., reports that the company earned
$13,808,602 from its business operations during the two years
before the Petition Date:

    Period                              Amount
    ------                           -----------
    January 2009 to March 16, 2009      $169,048
    Fiscal Year 2008                   5,685,721
    Fiscal Year 2007                   7,953,833

Florida Made Door made payments or transfers totaling $1,653,751,
to creditors within 90 days immediately before the Petition Date,
a list of which is available for free at:

       http://bankrupt.com/misc/FLMadeDoor_SOFAs_3B.pdf

Mr. DiLucente adds that Florida Made Door has received notices in
writing by several governmental units that the Debtor may be
liable or in violation of an environmental law:

   Site Name         Governmental Unit      Environmental Law
   ---------         -----------------      -----------------
   Stockton Cut     San Joaquin County      California Health and
   Stock Plant      Environmental Health    Safety Code
                    Department

Florida Made Door has been a member of a consolidated group for
tax purposes within six years immediately the Petition Date:

  Parent Corporation                   Taxpayer I.D. Number
  --------------                       --------------------
  Masonite Corporation                       64-0198020

Masonite Corporation owns 100% of Florida Made Door's common
stocks.

                  About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE INT'L: Masonite Primeboard Files Schedules and Statement
-----------------------------------------------------------------
Masonite Primeboard, Inc., filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

A.     Real Property                                      None

B.     Personal Property
B.1    Cash on hand
       0100 Petty                                         $600
B.2    Bank Accounts
       Bremer Bank - 8138                                6,336

B.16   Accounts Receivable
       Aggregated 3rd Party Accounts Receivable            433
       Allowance for Doubtful Accounts                       0
       Debtor Intercompany Accounts Receivable         359,709
       Non-Debtor Intercompany Accounts Receivable           0

B.25   Vehicles
       0926 Automobiles                                 12,968

B.28   Office equipment, furnishings and supplies
       0930 Office equipment                            14,913
       0933 Computer equipment                               0

B.29   Machinery
       0914 Tooling                                          0
       0915 Mach & equip                             4,740,403
       0918 Fixtures & fittings                         11,194
       0919 Distribution equipment                           0
       0923 Delivery equipment                               0
       0949 Current year, additions                      4,205
       0916 Mach & equip                                     0

B.30   Inventory
       See: http://ResearchArchives.com/t/s?3bcd    1,924,000

B.35   Other Personal Property
       0500 Insurance                                        0
       0505 Rent                                         9,649
       0510 Business taxes                                   0
       0502 Insurance reserve                                0
       0520 Sundry                                           0
       0525 License                                          0
       0535 Supplies                                   224,512
       0540 Fuel                                             0
       0595 Acquisition costs                               0
       0902 Leasehold improvements, plant             182,264
       0903 Leasehold improvements, office                  0
       0952 A/D Leasehold improvements, plant         (35,474)
       0952 A/D Leasehold improvements, office              0
       1060 Other deferred costs                            0
       Others                                               4

          TOTAL SCHEDULED ASSETS                   $7,455,716
          ===================================================

C.   Property Claimed as Exempt                          None

D.   Secured Claim
     The Bank of Nova Scotia                     Undetermined

E.   Unsecured Priority Claims                           None

F.   Unsecured Non-priority Claims
     Agri-Resources, Inc.                               1,590
     Bayer Material Science                           118,319
     Border States Electric                            18,872
     Chem-Trend                                         7,362
     Conzemius Oil Company                              6,208
     Dakota Heating & Plumbing Inc                      1,912
     Daniel Miller Farm Partnership                     4,938
     De Lage Landen Financial Svc                       1,417
     Deal Brothers                                     46,208
     Dod Technologies, Inc.                             1,052
     Dough Hannestad                                   50,005
     Fastenal Company                                   2,428
     Ferrellgas                                        13,176
     Forklifts of Minnesota Inc                         2,030
     Fraedrich Transport, Inc                           4,999
     G&K Services                                       4,552
     Great Plains Natural Gas                           1,145
     H B Fuller - Chicago                               2,413
     J & W Instruments, Inc.                            1,629
     Jeff Nelson                                        1,500
     Karm Company                                      53,426
     Ktm Farm                                          40,480
     Kubela Farms                                      80,165
     Machine Design Inc                                 5,583
     Midwest Air Parts                                  3,706
     Mill Farms                                        34,926
     Motion Industries                                 23,426
     MSC Industrial Supply Co                           6,288
     North Dakota State College Of Science              3,675
     Northland Financial - Bismarck                     5,889
     Ottertail Power Company                           48,200
     Productive Alternatives Inc                        3,100
     Progressive Systems, Inc.                          2,055
     Seacole CRC                                       18,335
     Skills & Technology Training Center                1,311
     Standard Industries Inc                            7,085
     State Bank of Hawley                               3,687
     The Pierce Company                                 1,454
     The Work Connection                                2,634
     Tyler And Troy Solem Farms                         6,270
     U.S. Bank                                          6,057
     Ver-Tech, Inc.                                     4,205
     Wahpeton Public Utilities                          1,416
     Wanzek Construction                               15,855
     Waste Management Of Nd                             1,093
     Workforce Safety And Insurance                     2,500
     Ziegler Inc                                        4,190
     Total                                             17,856

        TOTAL SCHEDULED LIABILITIES                  $696,622
        =====================================================

Masonite Primeboard also filed its statement of financial affairs.
Anthony DiLucente, executive vice-president and chief accounting
officer of Masonite Primeboard, Inc., reports that the company has
lost $1,608,440 from its business operations during the two years
before the Petition Date:

    Period                              Amount
    ------                           -----------
    January 2009 to March 16 2009      ($195,584)
    Fiscal Year 2008                    (785,070)
    Fiscal Year 2007                    (627,786)

Masonite Primeboard paid or transferred to creditors within 90
days immediately before the Petition Date, a list of which is
available for free at:

  http://bankrupt.com/misc/MasonitePrimeboardInc_SOFAs_3b.pdf

Masonite Primeboard is a party to several lawsuits and
administrative proceedings within one year immediately preceding
the Petition Date:

  Suit Caption                    Nature             Status
  ------------                    ------             ------
  North Dakota Department      Discrimination due    Pending
  of Labor Thomas Peschel v.   to disability
  Primeboard Masonite
  444-2008-01516

Masonite Primeboard has been a member of a consolidated group for
tax purposes within six years immediately the Petition Date:

  Parent Corporation                   Taxpayer I.D. Number
  --------------                       --------------------
  Masonite Corporation                       64-0198020

Masonite Corporation owns 100% of Masonite Primeboard's common
stocks.

                  About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MAXXAM INC: Posts $12.5 Million Net Loss for Q1 2009
----------------------------------------------------
MAXXAM Inc. reported a net loss of $12.5 million, or $2.74 per
share loss for the first quarter of 2009, compared to a net loss
of $13.9 million, or $2.72 per share loss, for the same period of
2008.  Net sales for the first quarter of 2009 were $15.7 million,
compared to $21.7 million in the first quarter of 2008.  The $6.0
million reduction in sales primarily reflects the continued
effects of Hurricane Ike, which resulted in the cancellation of
live racing that was scheduled for the first quarter of 2009 at
Sam Houston Race Park.

MAXXAM said operating losses were $8.2 million in the first
quarter of 2009, as compared to $7.1 million for the same period
of 2008, reflecting a $6.4 million charge for additional defense
and settlement costs related to the Wilson actions.  The losses
were partially offset by an approximate $800,000 benefit due to
changes in stock-based compensation expense resulting from a
decrease in the market price for the Company's Common Stock and
net insurance recoveries of approximately $1.4 million related to
business interruption losses at Sam Houston Race Park resulting
from damage caused by Hurricane Ike.

                         The Wilson Actions

On April 28, 2009, the Company and Charles E. Hurwitz, its
Chairman of the Board and Chief Executive Officer, reached a
settlement of two December 2006 lawsuits filed against them and
certain former forest products subsidiaries of the Company.  The
first suit, the Wilson state action, was filed in the Superior
Court of San Francisco, California.  On the same day, a second
suit, the Wilson federal action, was filed in the U.S. District
Court for the Northern District of California.  The Wilson actions
alleged violations of the California False Claims Act and the
Federal False Claims Act, respectively, and were qui tam actions
(actions ostensibly brought by the government, but on the
information and at the instigation of a private individual, who
would receive a portion of any amount recovered).  The private
individuals proceeded with the suits when the State of California
declined to participate in the Wilson state action and the United
States declined to participate in the Wilson federal action.

Both suits alleged that the defendants made false claims by
submitting to a California agency a sustained yield plan
misrepresenting as sustainable the projected harvest yields of
timberlands owned by the former forest products subsidiaries.  The
remedies being sought were actual damages -- essentially based on
over $300.0 million of cash and 7,700 acres of timberlands
transferred by the United States and California in exchange for
various timberlands purchased from the forest products
subsidiaries -- as well as treble damages and civil penalties.

Under the terms of the settlement, the Company agreed to pay a
total of $4.0 million to settle these matters.  This amount
compares to the legal fees the Company estimates it would have
incurred in continuing to defend the litigation.  There was no
admission of liability by either the Company or Mr. Hurwitz.  This
settlement brings an end to these actions against the Company and
Mr. Hurwitz.  The Company paid the settlement amount in May 2009.

                         Palco Bankruptcy

MAXXAM previously conducted forest products operations through its
wholly owned subsidiary, The Pacific Lumber Company, and Palco's
wholly owned subsidiaries, Britt Lumber Co., Inc., Salmon Creek
LLC, Scotia Development LCC, Scotia Inn Inc., and Scotia Pacific
Company LLC.  In January 2007, Palco and its affiliates filed
separate Chapter 11 petitions in the U.S. Bankruptcy Court for the
Southern District of Texas, Corpus Christi Division.  The
bankruptcy filing was precipitated by liquidity shortfalls at
Palco and Scopac and their resultant inability to make January
2007 interest payments on their debt obligations.

As of the Petition Date, Scopac's indebtedness consisted of its
6.55% Class A-1, 7.11% Class A-2 and 7.71% Class A-3 Timber
Collateralized Notes due 2028 -- $713.8 million principal
outstanding as of December 31, 2006 -- and a line of credit with a
group of banks -- $36.2 million principal outstanding as of
December 31, 2006.  The obligations were each secured by Scopac's
timber, timberlands and timber rights and various related assets.

As of the Petition Date, Palco's principal indebtedness consisted
of a five-year $85.0 million secured term loan -- $84.3 million
principal outstanding as of December 31, 2006 -- and a five-year
$60.0 million secured asset-based revolving credit facility --
$24.1 million of borrowings outstanding and $13.7 million of
letters of credit issued as of December 31, 2006.  Marathon
Structured Finance Fund L.P. provided both facilities, which were
secured by the stock of Palco owned by its parent, MAXXAM Group
Inc., and substantially all of the assets of the Palco Debtors
other than Palco's equity interest in Scopac.

In December 2007, the Bankruptcy Court approved an agreement
allowing the Debtors and certain others to file plans of
reorganization.  The Debtors subsequently filed a joint plan of
reorganization.  As the Debtors did not believe the Joint Plan was
eligible to be "crammed down" (forced) on creditors who voted
against it, the Palco Debtors as a group and Scopac filed separate
and alternative stand-alone plans of reorganization.

Two other plans of reorganization were filed.  The first was filed
by Mendocino Redwood Company, LLC and Marathon Structured Finance
Fund L.P., Palco's secured lender. The second plan was filed by
the Indenture Trustee for the Scopac Timber Notes on behalf of the
holders of the Scopac Timber Notes.

The MRC/Marathon Plan provided for the Debtors to be reorganized
and continued under two new companies, one -- Newco -- to be owned
jointly by MRC and Marathon, and the other to be owned by
Marathon, with substantial cash payments to be made to all of the
creditor classes other than Marathon.  The Noteholder Plan, which
did not address the Palco Debtors, would have effectively resulted
in an auction of Scopac's timberlands to the highest bidder.  The
MRC/Marathon Plan provided for the loss entirely of the Company's
indirect equity interests in the Palco Debtors and Scopac; the
Noteholder Plan also provided for the loss of the Company's
indirect equity interest in Scopac.

                   May 2008 Settlement Agreement

On May 1, 2008, MRC, Marathon, the MAXXAM Entities and the Palco
Debtors entered into a settlement of various matters in respect of
the Debtors' bankruptcy proceedings.  Scopac was not a party to
the Settlement Agreement.

The Palco Debtors withdrew the Joint Plan and the Palco Debtors'
Alternative Plan and the MAXXAM Entities withdrew as co-proponents
of the Joint Plan and the two Alternative Plans.  The Settlement
Agreement required MRC and Marathon to amend the terms of the
MRC/Marathon Plan, among other things, to provide for (i) a cash
payment of not less than $520.0 million to the Timber Noteholders
in satisfaction of their bankruptcy claims, and (ii) assumption of
Palco's pension plan by Newco upon consummation of the
MRC/Marathon Plan.

MAXXAM received consideration of $2.25 million at the time the
MRC/Marathon Plan was consummated.

An indirect wholly-owned subsidiary of the Company in June 2008
required MRC to re-purchase lumber that the subsidiary had
previously purchased from Palco.  The subsidiary received $3.9
million at the time of closing and an additional $1.2 million of
contingent consideration at the time the MRC/Marathon Plan was
consummated.

MAXXAM Parent, MAXXAM Group Holdings Inc., the parent of MGI, and
MGI granted a release in favor of MRC, Marathon and various
related parties.  MRC and Marathon granted a release in favor of
the MAXXAM Entities and various related parties.

MRC and Marathon released the Palco Debtors and various related
parties against any and all claims (a) that the MAXXAM Entities,
MRC and Marathon had against any of the released parties --
including roughly $40.0 million of intercompany indebtedness owed
by the Palco Debtors to the MAXXAM Entities -- and (b) relating to
any of the Debtors or their bankruptcy cases that might thereafter
arise.

The Palco Debtors released each other, MRC, Marathon, the MAXXAM
Entities and various related parties against any and all claims.

The Settlement Agreement also obligates MAXXAM to indemnify MRC,
Marathon, Newco and certain affiliates against certain tax
liabilities assessed on the parties subsequent to the
reorganization.

               5th Cir. Appeal of Confirmation Order

On July 8, 2008, the Bankruptcy Court confirmed the MRC/Marathon
Plan and denied confirmation of the Noteholder Plan, among other
things.  On July 11, 2008, the Bankruptcy Court approved the May
2008 Settlement Agreement.  The Indenture Trustee and other
parties appealed the Confirmation Order to the Fifth Circuit Court
of Appeals and requested the Fifth Circuit to stay the
Confirmation Order pending appeal.

Following the Fifth Circuit's denial of the request for a stay of
the Confirmation Order, the MRC/Marathon Plan closed on July 30,
2008 and the Debtors emerged from bankruptcy.

Oral arguments on the appeal by the Indenture Trustee and others
of the Confirmation Order were heard in October 2008, but the
Fifth Circuit has not yet ruled.

There can be no assurance that the MRC/Marathon Plan will not be
overturned by the Fifth Circuit.  The outcome of the appeal is
impossible to predict and, an adverse decision would likely have a
material adverse effect on the business of the Debtors, on the
interests of creditors and the Company and certain of its
affiliates.

Consummation of the MRC/Marathon Plan resulted in the loss
entirely of the Company's indirect equity interests in Palco and
its subsidiaries, including Scotia Pacific LLC; however, various
parties have appealed approval of the MRC/Marathon Plan to the
Fifth Circuit.  As a result of uncertainties surrounding the
appeal, the Company has not reversed any portion of its investment
in the Debtors.  If the MRC/Marathon Plan is upheld by the Fifth
Circuit, the Company expects it will reverse all or a significant
portion of its investment in the Debtors during the period in
which the Fifth Circuit renders its decision.  The reversal of the
Company's losses in excess of its investment in the Debtors would
have a material impact on stockholders' deficit -- (i.e. would
result in a $484.2 million increase to stockholders' equity.  If
the Fifth Circuit overturns the MRC/Marathon Plan or renders an
inconclusive decision, the Company will re-evaluate its position
based on the facts and circumstances at that time.  The Company
cannot predict when the Fifth Circuit will rule or what its
decision will be.

The ultimate resolution of the Debtors' bankruptcy cases could
result in claims against and could have adverse impacts on MAXXAM
Parent and its affiliates, including MAXXAM Group Inc, Palco's
parent.  It is possible that the MRC/Marathon Plan could be
overturned and unwound as a result of the appeal pending before
the Fifth Circuit.  If that occurs, the Company would be required
to return the $2.25 million of cash consideration it received when
the MRC/Marathon Plan was consummated, MGI would be obligated for
certain tax liabilities and the assumption of Palco's pension plan
by a third party would no longer be effective, among other things.
The estimated unfunded termination obligation attributable to
Palco's pension plan as of December 31, 2008, was approximately
$35.0 million based upon annuity placement interest rate
assumptions as of such date.

The consummation of the MRC/Marathon Plan (or an alternate plan of
reorganization filed by Scopac's principal creditor group, in the
event the MRC/Marathon Plan is overturned upon appeal) is expected
to result in the utilization of a substantial portion of the
Company's net operating losses and other tax attributes for
federal income tax purposes.  Moreover, the MRC/Marathon Plan (and
the alternate plan) provides for litigation trusts, which could
bring claims against the Company and certain of its affiliates.

                        Going Concern Doubt

As reported by the Troubled Company Reporter on April 7, 2009,
Grant Thornton LLP said the uncertainty surrounding the real
estate industry and the ultimate outcome of proceedings involving
MAXXAM Inc.'s former unit, Pacific Lumber Company, and their
effect on the Company, as well as the Company's operating losses
raise substantial doubt about the ability of the Company to
continue as a going concern.

A full-text copy of MAXXAM's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?3cd4

                       About MAXXAM Inc.

Headquartered in Houston, MAXXAM Inc. is a publicly-traded
company, with business interests in forest products, real estate
investment and development and racing operations.


MERCURY COMPANIES: Wants Plan Filing Period Extended to June 8
--------------------------------------------------------------
Mercury Companies Inc., et al., ask the U.S. Bankruptcy Court for
the District of Colorado to extend to June 8, 2009, its exclusive
period to propose a plan, and to August 7, the attendant exclusive
solicitation period.

This is the third request for an extension of the Debtors'
exclusive periods.

As reported previously, the Court extended Mercury's exclusive
period to file a plan of reorganization to April 24, and its
exclusive period to solicit acceptances of a plan to June 23

Mercury informs the Court that they are in the concluding stages
of their asset liquidations.  Mercury adds that the proposed
extension will ensure that an appropriate plan of reorganization
is filed in their bankruptcy cases.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

Mercury Companies filed for Chapter 11 protection on August 28,
2008.  Two months later, six subsidiaries, namely Arizona Title
Agency, Inc., Financial Title Company, Lenders Choice Title
Company, Lenders First Choice Agency, Inc., Texas United Title,
Inc., dba United Title of Texas and Title Guaranty Agency of
Arizona, Inc., also filed voluntary Chapter 11 petitions.  Mercury
The units' cases are jointly administered with Mercury's
(Bankr. D. Colo. Lead Case No. 08-23125).  Daniel J. Garfield,
Esq., and Michael J. Pankow, Esq., at Brownstein Hyatt Farber
Schreck, and Vikki L. Vander Woude, Esq., at Manatt Phelps &
Phillips, represent the Debtors as counsel.  Lars H. Fuller, Esq.,
at Baker Hostetler, represent the official committee of unsecured
creditors appointed in the case.


MERUELO MADDUX: May Continue to Use Cash Collateral Until May 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has authorized Meruelo Maddux Properties, Inc., et al., to use
cash collateral of the cash collateral creditors to and including
May 27, 2009, to pay necessary operating expenses, in accordance
with a budget.

After the payment of the expenses of preserving, maintaining and
operating the cash collateral properties, any excess income may be
utilized by any other Debtor to pay its ordinary costs and
expenses of preserving, maintaining and operating its property and
business.

As adequate protection, each cash collateral creditor is granted a
lien against the unencumbered real properties, to the extent of
the diminution in the value of their separate interests in their
collateral arising from the use of cash collateral.  As additional
protection, each cash collateral creditor is granted a replacement
lien upon its respective collateral with the same extent as the
pre-petition liens held by each cash collateral creditor.

The final hearing on the cash collateral motion is continued to
May 27, 2009.

As reported in the Troubled Company Reporter on April 3, 2009,
creditors of the Debtors that may be holding or claiming an
interest in the Debtors' real properties that generate cash
collateral are:

   a) Bank of America
   b) California Bank & Trust
   c) Capmark Finance, Inc.
   d) Cathay Bank
   e) Chinatrust Bank
   f) East West Bankruptcy
   g) Imperial Capital Bankruptcy
   h) Pacific Commerce Bank
   i) The Stafford Group
   j) United Commercial Bank
   k) V & A chamilian
   l) Western Mixers
   m) Y & F Murakami

                       About Meruelo Maddux

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.,
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Prof Corp, represent the official committee of unsecured creditors
as counsel.  The Debtors' financial condition as of December 31,
2008, showed estimated assets of $681,769,000 and estimated debts
of $342,022,000.


MGM MIRAGE: Commences Tender Offer for 2009 Senior Notes
--------------------------------------------------------
MGM MIRAGE commenced a cash tender offer to purchase any and all
of the 6.50% Senior Notes due July 31, 2009 ($226.3 million
aggregate principal amount; CUSIP No. 562567 AM9) of Mandalay
Resort Group, and its 6.00% senior notes due October 1, 2009
($820.0 million aggregate principal amount; CUSIP No. 552953 AF8).
The tender offer is being made pursuant to an Offer to Purchase
and a related Letter of Transmittal, dated as of May 13, 2009.
The Offer will expire at 11:59 p.m., New York City time, June 10,
2009, unless extended or earlier terminated.

Holders who validly tender their Notes prior to 5:00 pm, New York
City time, on May 27, 2009, unless extended, will receive the
total consideration equal to $1,000.00 per $1,000 principal amount
of the Notes, which includes an early tender premium of $30.00 per
$1,000 principal amount of the Notes, plus any accrued and unpaid
interest on the Notes up to, but not including, the payment date.

Holders who validly tender their Notes after the Early
Participation Date but on or prior to the Expiration Date shall
receive the tender offer consideration equal to $970.00 per $1,000
principal amount of the Notes, plus any accrued and unpaid
interest on the Notes up to, but not including, the payment date
for such Notes.  Holders of Notes tendered after the Early
Participation Date will not receive an early tender premium.

The Offer is subject to customary conditions, including, among
other things, a financing condition.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Moody's Investors Service downgraded MGM MIRAGE's Probability of
Default Rating to Caa3 from Caa2 and its Corporate Family Rating
to Caa2 from Caa1.

According to the TCR on March 23, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE and its subsidiaries by two notches;
the corporate credit rating was lowered to 'CCC' from 'B-'.  These
ratings were removed from CreditWatch, where they were initially
placed with negative implications on January 30, 2009.  S&P said
that the rating outlook is negative.

The TCR reported on March 25, 2009, that Fitch Ratings took these
rating actions for MGM MIRAGE following the lawsuit filed against
MGM by City Center JV partner Dubai World, and the two-month
covenant waiver obtained from its bank lenders:

  -- Issuer Default Rating downgraded to 'C' from 'CCC';

  -- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2';

  -- Senior unsecured credit facility downgraded to 'CC/RR3' from
     'B-/RR3';

  -- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3';

  -- Senior subordinated notes affirmed at 'C/RR6'.


MGM MIRAGE: Senior Lenders Agree to Covenant Relief
---------------------------------------------------
MGM MIRAGE entered into amendment no. 6 and waiver to its senior
credit facility, the effectiveness of which is conditioned upon:

   (i) the closing of concurrent offerings of the common stock and
       new senior secured notes offering, with the gross proceeds
       of the offerings not to be less than $2.5 billion,

  (ii) permanent repayment of $750 million of the credit facility
       borrowings, allocated between the term loan and the
       revolving loan on a pro rata basis,

(iii) to the extent that the gross proceeds of the offerings are
       in excess of $2.5 billion, permanent repayment of the
       credit facility borrowings allocated between the term loan
       and the revolving loan on a pro rata basis, equal to 50% of
       such excess, and

  (iv) treatment of the $400 million in aggregate repayment of the
       credit facility borrowings made as a condition to amendment
       no. 2 and amendment no. 5 to the senior credit facility as
       a permanent prepayment of the credit facility borrowings.

The amendment provides for:

     -- Amend certain financial and non financial covenants to a)
        require a quarterly minimum EBITDA test, based on rolling
        12-month EBITDA; b) provide for a covenant limiting annual
        capital expenditures; c) eliminate the total leverage
        ratio and interest charge coverage ratio tests and
        permanently waive any prior non-compliance with such ratio
        tests for the quarter ended March 31, 2009; and d)
        permanently waive any potential default from the inclusion
        of a "going concern" explanatory paragraph in the report
        of the Company's independent registered public accountants
        for the years ended December 31, 2008 and 2009;

     -- Amend existing restrictions to allow, in connection with
        the offerings, for the issuance of equity and debt
        securities of up to $3.0 billion, and in connection
        therewith amend existing restrictions to allow for the
        granting of liens to secure indebtedness of up to
        $1.5 billion;

     -- Amend existing restrictions to allow the prepayment,
        redemption, or purchase of indebtedness, including payment
        of any premium, pursuant to certain tender offers;

     -- Amend existing restrictions to allow (i) the redemption,
        prepayment, repurchase, or defeasance of the 7.25% senior
        debentures due 2017 of Mirage Resorts, Incorporated; (ii)
        repayment of any registered debt securities currently
        outstanding and maturing through February 28, 2011; (iii)
        utilization of up to $300 million in cash to prepay,
        repurchase or redeem indebtedness with a maturity date
        following February 28, 2011, at a discount to par; and
        (iv) the exchange of indebtedness for up to $500 million
        in equity interests as long as a change of control does
        not occur as a result of such exchange;

     -- Allow the Company to incur additional indebtedness up to
        $500 million; provided, however, that, such indebtedness
        must be unsecured indebtedness with a maturity after the
        maturity of the senior credit facility with covenants no
        more restrictive than those contained in the indentures
        governing the Company's existing senior unsecured
        indebtedness.  Without duplication of the requirements,
        50% of the net proceeds of such indebtedness must be used
        to permanently reduce the term loan and revolving portions
        of the senior credit facility on a pro rata basis;

     -- Provide that 50% of the net proceeds from any future asset
        sales will be used to permanently reduce the term loan and
        revolving portions of the senior credit facility on a pro
        rata basis, subject to any similar requirements in other
        debt instruments; and

     -- Fix the LIBOR margin at 4.00% and the base rate margin at
        3.00%, which margins reflect an increase of 1.00% from the
        highest corresponding margin previously applicable.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Moody's Investors Service downgraded MGM MIRAGE's Probability of
Default Rating to Caa3 from Caa2 and its Corporate Family Rating
to Caa2 from Caa1.

According to the TCR on March 23, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE and its subsidiaries by two notches;
the corporate credit rating was lowered to 'CCC' from 'B-'.  These
ratings were removed from CreditWatch, where they were initially
placed with negative implications on January 30, 2009.  S&P said
that the rating outlook is negative.

The TCR reported on March 25, 2009, that Fitch Ratings took these
rating actions for MGM MIRAGE following the lawsuit filed against
MGM by City Center JV partner Dubai World, and the two-month
covenant waiver obtained from its bank lenders:

  -- Issuer Default Rating downgraded to 'C' from 'CCC';

  -- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2';

  -- Senior unsecured credit facility downgraded to 'CC/RR3' from
     'B-/RR3';

  -- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3';

  -- Senior subordinated notes affirmed at 'C/RR6'.


MGM MIRAGE: To Raise $1 Billion Through Common Stock Offering
-------------------------------------------------------------
MGM MIRAGE commenced an underwritten public offering of
81.0 million shares of its common stock.  It is expected that the
offering will have gross proceeds of approximately $1 billion.
Merrill Lynch & Co., Deutsche Bank Securities, J.P. Morgan, Morgan
Stanley and UBS Investment Bank are acting as joint book-running
managers for the offering.  The underwriters for the offering will
have a 30-day option to purchase up to an additional 12.15 million
shares of common stock from the Company to cover over-allotments,
if any.

Tracinda Corporation, the holder of approximately 53.8% of the
Company's common stock has indicated that it intends to purchase
from the underwriter approximately 8.1 million of the shares sold
in the offering.

The Company plans to use the net proceeds from the offering,
together with the net proceeds of a concurrent offering of senior
secured notes, to (i) repay not less than $750 million of the
outstanding amount under its senior credit facility, (ii) redeem
all of the 7.25% senior debentures due 2017 of Mirage Resorts,
Incorporated, (iii) purchase all of the Company's 6.0% senior
notes due 2009 and all of the 6.50% senior notes due 2009 of
Mandalay Resort Group tendered in pending tender offers, and (iv)
for general corporate purposes.

A written prospectus and prospectus supplement relating to the
common stock being offered may be obtained from Merrill Lynch &
Co., 4 World Financial Center, New York, NY Attn: Prospectus
Department (phone 212-449-1000), Deutsche Bank Securities,
Attention: Prospectus Department, 100 Plaza One, Jersey City, New
Jersey 07311, Telephone: (800) 503-4611, J.P. Morgan, 4 Chase
Metrotech Center, CS Level, Brooklyn, NY 11245, Attention:
Prospectus Department, 718-242-8002, Morgan Stanley, Attention
Prospectus Department, 180 Varick Street, New York, NY 10014,
email: prospectus@morganstanley.com or UBS Investment Bank,
Attention: Prospectus Department, 299 Park Avenue, New York, NY
10171, telephone +1 (888) 827-7275.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Moody's Investors Service downgraded MGM MIRAGE's Probability of
Default Rating to Caa3 from Caa2 and its Corporate Family Rating
to Caa2 from Caa1.

According to the TCR on March 23, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE and its subsidiaries by two notches;
the corporate credit rating was lowered to 'CCC' from 'B-'.  These
ratings were removed from CreditWatch, where they were initially
placed with negative implications on January 30, 2009.  S&P said
that the rating outlook is negative.

The TCR reported on March 25, 2009, that Fitch Ratings took these
rating actions for MGM MIRAGE following the lawsuit filed against
MGM by City Center JV partner Dubai World, and the two-month
covenant waiver obtained from its bank lenders:

  -- Issuer Default Rating downgraded to 'C' from 'CCC';

  -- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2';

  -- Senior unsecured credit facility downgraded to 'CC/RR3' from
     'B-/RR3';

  -- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3';

  -- Senior subordinated notes affirmed at 'C/RR6'.


MGM MIRAGE: To Raise $1.5BB Through Private Placement of Sr. Notes
------------------------------------------------------------------
MGM MIRAGE proposes to make a private placement of $1.5 billion in
aggregate principal amount of senior secured notes in two tranches
due 2014 and 2017, respectively.  The Company plans to use the net
proceeds from the offering, together with other proceeds, to:

   (i) repay not less than $750 million of the outstanding amount
       under its senior credit facility,

  (ii) redeem all of the 7.25% senior debentures due 2017 of
       Mirage Resorts, Incorporated,

(iii) purchase or repay all of the Company's 6.0% senior notes
       due 2009 and all of the 6.50% senior notes due 2009 of
       Mandalay Resort Group, tendered in pending tender offers,
       And

  (iv) for general corporate purposes.

The senior secured notes will be secured by a first priority lien
on substantially all of the assets of Bellagio Hotel and Casino
and The Mirage, each located in Las Vegas, Nevada, and, upon
receipt of the necessary gaming approvals, a first priority pledge
of the equity interests in Bellagio, LLC and The Mirage Casino-
Hotel. The holders of the Company's 13% senior secured notes due
2013 will have an equal and ratable lien in such collateral.

The notes will be general senior obligations of the Company,
guaranteed by substantially all of the Company's subsidiaries,
which also guarantee the Company's other senior indebtedness, and
equal in right of payment with, or senior to, all existing or
future indebtedness of the Company and each guarantor.

The notes proposed to be offered have not been registered under
the Securities Act and may not be offered or sold in the United
States absent registration under, or an applicable exemption from
the registration requirements of, the Securities Act and
applicable state securities laws.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Moody's Investors Service downgraded MGM MIRAGE's Probability of
Default Rating to Caa3 from Caa2 and its Corporate Family Rating
to Caa2 from Caa1.

According to the TCR on March 23, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE and its subsidiaries by two notches;
the corporate credit rating was lowered to 'CCC' from 'B-'.  These
ratings were removed from CreditWatch, where they were initially
placed with negative implications on January 30, 2009.  S&P said
that the rating outlook is negative.

The TCR reported on March 25, 2009, that Fitch Ratings took these
rating actions for MGM MIRAGE following the lawsuit filed against
MGM by City Center JV partner Dubai World, and the two-month
covenant waiver obtained from its bank lenders:

  -- Issuer Default Rating downgraded to 'C' from 'CCC';

  -- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2';

  -- Senior unsecured credit facility downgraded to 'CC/RR3' from
     'B-/RR3';

  -- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3';

  -- Senior subordinated notes affirmed at 'C/RR6'.


MICHAEL CRIBBIN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Michael Cribbin
        12605 Kinvarra Drive
        Palos Park, IL 60464

Bankruptcy Case No.: 09-17207

Chapter 11 Petition Date: May 12, 2009

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

Judge: Carol A. Doyle

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

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

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

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

          http://bankrupt.com/misc/ilnb09-17207.pdf

The petition was signed by Mr. Cribbin.


MICHAELS STORES: Bank Debt Sells at 25% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded in the secondary market at 74.29 cents-
on-the-dollar during the week ended May 8, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 5.71 percentage points
from the previous week, the Journal relates.   The loan matures
October 31, 2013.  The Company pays 225 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B rating.

Meanwhile, participations in a syndicated loan under which
Claire's Stores is a borrower traded in the secondary market at
56.63 cents-on-the-dollar during the week ended May 8, 2009, an
increase of 4.74 percentage points from the previous week.   The
loan matures May 29, 2014.  The Company pays 275 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Caa2 rating and S&P's B rating.

Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 75.75
cents-on-the-dollar during the week ended May 8, 2009, an increase
of 5.75 percentage points from the previous week.   The loan
matures April 6, 2013.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and S&P's BB- rating.

Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
75.08 cents-on-the-dollar during the week ended May 8, 2009, an
increase of 5.33 percentage points from the previous week.  The
loan matures May 9, 2014.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and S&P's B+ rating.

                      About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of January 31, 2009, Michaels Stores had $1.62 billion in total
assets and $4.51 billion in total liabilities resulting in
$2.88 billion in stockholders' deficit.  For fiscal year 2008 --
ended January 31, 2009 -- the Company posted a $5 million net loss
on $3.81 billion in net sales.


MIDWAY GAMES: Creditors Sue Sumner Redstone, Owner & Board
----------------------------------------------------------
Wailin Wong at Chicago Tribune reports that the official committee
of unsecured creditors of Midway Games Inc. has sued the Company's
former majority shareholder, Sumner Redstone, as well as current
owner Mark Thomas and members of its board.

The Committee, according to court documents, formalized a number
of grievances that have been raised during the Chapter 11
proceedings.  The Tribune states that among other issues, the
creditors want the U.S. Bankruptcy Court for the District of
Delaware to look into whether Mr. Redstone, Mr. Thomas, their
affiliated companies, and members of Midway Games' board violated
their fiduciary duties in a series of transactions involving the
Company.  The Court gave the creditors permission to pursue
litigation against Mr. Redstone, Mr. Thomas, and the other parties
in April 2009, says The Tribune.

Mr. Thomas, according to The Tribune, paid $100,000 for
Mr. Redstone's 87% stake in Midway Games in November 2008.  The
Tribune states that Mr. Thomas took over about $70 million in debt
that Midway Games owed National Amusements.  The report says that
$70 million consisted of a $40 million unsecured claim and a
secured claim of $30 million.

The Tribune relates that Mr. Thomas' secured claim put him ahead
of all other unsecured creditors in the bankruptcy.

The committee said in court documents, "Midway and its creditors
were denied the ability to secure a bona fide strategic partner in
restructuring the company's business."

According to The Tribune, the committee is also doubting the
$90 million in financing that Midway Games received from National
Amusements in early 2008.  Midway Games, court documents say, was
in perilous financial shape, and directors at that time asked Mr.
Redstone for help without analyzing the Company's solvency or
considering alternatives.  The Tribune states that the committee
claimed that Mr. Redstone failed to conduct his own analysis
before providing the $90 million.

National Amusements said in a statement that the creditors' "suit
is completely without merit."

Headquartered in Chicago, Illinois, Midway Games Inc. --
http://www.midway.com/-- develops video games and sell them
primarily in North America, Europe, Asia and Australia.  The
company and nine of its affiliates filed for Chapter 11 protection
on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465).
David W. Carickhoff, Jr., Esq., Michael David Debaecke, Esq., and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, represent the
Debtors in their restructuring efforts.  The Debtors proposed
Lazard as their investment banker, Dewey & LeBoeuf LLP as special
counsel, and Epiq Bankruptcy Solutions LLC as claims agent.  The
Debtors' financial condition as of September 30, 2008, showed
$167,523,000 in total assets and $281,033,000 in total debt.


MIDWAY GAMES: Has Modified Bonus Program for Employees
------------------------------------------------------
Midway Games Inc. is currently implementing a bonus program for
employees, after it obtained approval from the U.S. Bankruptcy
Court for the District of Delaware.

According to Bloomberg's Bill Rochelle, the terms of the program
were twice modified before being approved.  The Company, which
received objections from the unsecured creditors committee and the
U.S. Trustee, modified the program to raise the threshold
performance standards and reduce the payments.

Time Warner Inc.'s Warner Bros. is preparing a bid for Midway
Games, Bloomberg News reported in late April, citing people
familiar with the matter.  Bloomberg said Time Warner would add
Midway Games' "Mortal Kombat" franchise, which has inspired two
movies from Time Warner.

Headquartered in Chicago, Illinois, Midway Games Inc. --
http://www.midway.com/-- develops video games and sell them
primarily in North America, Europe, Asia and Australia.  The
company and nine of its affiliates filed for Chapter 11 protection
on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465).
David W. Carickhoff, Jr., Esq., Michael David Debaecke, Esq., and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, represent the
Debtors in their restructuring efforts.  The Debtors proposed
Lazard as their investment banker, Dewey & LeBoeuf LLP as special
counsel, and Epiq Bankruptcy Solutions LLC as claims agent.  The
Debtors' financial condition as of September 30, 2008, showed
$167,523,000 in total assets and $281,033,000 in total debts.


MIDWEST FAMILY: S&P Puts 'BB+' Rating on Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'AA' underlying
rating on Midwest Family Housing LLC, Illinois's military housing
revenue bonds 2006 series A class I bonds on CreditWatch with
negative implications.  Standard & Poor's also placed its 'BBB-'
SPUR on Midwest Family Housing LLC's class II on CreditWatch with
negative implications, and its 'BB+' SPUR on the class III bonds
on CreditWatch with negative implications.  These actions reflect
the current rating of CIFG Assurance North America Inc.
(BB/Developing).  All of the affected issues receive enhancement
in the form of debt service reserve fund surety policies with CIFG
Assurance North America Inc.

According to its current criteria for military housing
privatizations, Standard & Poor's considers whether monies
deposited in the DSRF, which is generally sized in the amount of
at least six months debt service, is invested in investment grade
securities rated 'BBB-' or higher, and will be available to pay
debt service in the event of a shortfall.  Because CIFG is
currently rated below investment grade, its rating is no longer
consistent with S&P's minimum rating level for DSRF surety
policies.

Standard & Poor's examined all housing bond issues with credit
support from the above-mentioned surety provider, taking several
factors into consideration.  For military housing issues, which
represent the majority of the affected ratings, S&P considered
each issue's reliance on the DSRF surety policies to meet
potential shortfalls for bond payment obligations.  Should the
issuers act to replace or cash fund the DSRF in investment grade
securities, S&P will review the ratings upon the issuer's request.


MILLENIUM NEW: Moody's Downgrades Corp. Family Rating to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings for Millennium New Jersey Holdco,
LLC to Caa3 from Caa2, concluding the review for downgrade
commenced January 16, 2009.  As Moody's expected, the company
violated the maximum leverage covenant of its first and second
lien credit agreements for the fourth quarter 2008.  Millennium
lacks sufficient liquidity to fund repayment of the approximately
$150 million of loans should lenders exercise their legal rights
to accelerate payment of their full outstanding balance.

The downgrade of the PDR reflects intensifying default risk, and
the downgrade of the CFR reflects continued deterioration of radio
advertising revenue, with many radio operators reporting
advertising revenue declines in excess of 20% for the first
quarter of 2009.  In Moody's view, perceived erosion of asset
value in the broadcast sector could negatively impact lender
recovery in a restructuring scenario, an outcome Moody's now
considers more likely than an amendment given ongoing challenges
in the credit markets and that the company has not yet achieved an
amendment.

Moody's changed the outlook to negative, and a summary of the
actions follows.

Millennium New Jersey Holdco, LLC

  -- Probability of Default Rating, Downgraded to Caa3 from Caa2

  -- Corporate Family Rating, Downgraded to Caa3 from Caa2

  -- Senior Secured First Lien Bank Credit Facility, Downgraded to
     Caa2, LGD3, 37%, from Caa1, LGD3, 37%

  -- Senior Secured Second Lien Bank Credit Facility, Confirmed
     Ca, LGD5, 89%

  -- Outlook, Changed To Negative From Rating Under Review

In Moody's opinion, Millennium lacks the necessary liquidity to
manage through the economic downturn absent an amendment to its
credit agreement or some form of debt restructuring.  The Caa3
probability of default and Caa3 corporate family ratings reflect
this high default risk, the possibility of a change in the capital
structure, and the potential for less than full recovery based on
high leverage (approximately 8 times) and declining asset values.
Millennium derives the majority of its revenue from cyclical
advertising spending, and the Caa3 corporate family rating
reflects the resultant pressure on cash flow from the current weak
economic conditions, which have contributed to a capital structure
Moody's consider unsustainable.  The Caa3 corporate family rating
also incorporates risk related to the company's geographic
concentration and lack of scale.  Strong EBITDA margins (in the
mid 40% range) and leading positions in its targeted markets
support the ratings.

Moody's most recent rating action concerning Millennium occurred
January 16, 2009.  At that time Moody's lowered the corporate
family rating to Caa2 from B3 and placed ratings under review for
further downgrade.

Millennium Radio Group, LLC, the parent company of Millennium New
Jersey Holdco LLC, operates twelve radio stations throughout New
Jersey.  It maintains its headquarters in Ocean, New Jersey, and
its annual gross revenue is approximately $50 million.


MIV LEASEHOLDS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Jason Laday at The News of Cumberland County reports that MIV
Leaseholds, Inc., has filed for Chapter 11 bankruptcy protection
in the U.S. Bankruptcy Court for the District of New Jersey.

Court documents say that MIV Leasholds listed $200,000 in assets
and $699,000 in liabilities.

Delaware River and Bay Authority spokesperson Jim Salmon said in a
statement, "The Delaware River and Bay Authority is currently
reviewing the MIV Leaseholds, Inc., bankruptcy filing.  With the
advice of counsel, the DRBA will assess the available options and
take the necessary precautions to protect the interests of the bi-
state agency."

Millville attorney Nathan Van Embden represents MIV Leaseholds in
its restructuring effots, The News of Cumberland relates.

MIV Leaseholds, Inc., fka Air Castle International, Inc., operates
Millville Jet Center at Millville Airport.  The Company filed for
Chapter 11 bankruptcy protection on May 1, 2009 (Bankr. D. N.J.
Case No. 09-21212).


MOMENTIVE PERFORMANCE: Bank Debt Sells at 30% Discount
------------------------------------------------------
Participations in a syndicated loan under which Momentive
Performance Materials is a borrower traded in the secondary market
at 69.44 cents- on-the-dollar during the week ended May 8, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 3.19
percentage points from the previous week, the Journal relates.
The loan matures December 5, 2013.  The Company pays 250 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B1 rating and S&P's B- rating.

Momentive Performance Materials Inc., formerly GE Advanced
Materials, headquartered in Albany, New York, is the second
largest producer of silicones and silicone derivatives worldwide.
The company has two divisions: silicones (which accounted for 90%
of revenues in 2008) and quartz.  Revenues were $2.6 billion for
fiscal year ended December 31, 2008.  An affiliate of Apollo
Management is the company's majority owner.

Momentive Performance Materials had $3.58 billion in total assets
and $4.12 billion in total liabilities, resulting in
$544.9 million in stockholders' deficit as of December 31, 2008.

Net loss in the fiscal year ended December 31, 2008 was
$997.1 million, compared to net loss of $254.3 million for the
same period in 2007.  Net sales in the fiscal year ended
December 31, 2008, were $2.63 billion, compared to $2.53 billion
for the same period in 2007, an increase of 4.0%.  The increase
was primarily due to an increase in selling prices and exchange
rate fluctuations of 9.5%, partially offset by a decrease in sales
volume of 5.0%.

                           *     *     *

As reported by the Troubled Company Reporter on March 26, 2009,
Moody's Investors Service lowered Momentive Performance Materials
Inc.'s Corporate Family Rating and Probability of Default Rating
to Caa1 from B3, and lowered the company's outstanding debt
ratings.  These actions follow the company's weak fourth quarter
results and management's forecast for further weakness in the
company's first quarter financial performance.  The outlook for
the Company's ratings is negative.


MTI GLOBAL: In Talks with Lenders on Covenant Waivers
-----------------------------------------------------
MTI Global Inc. is in breach of financial and general covenants
under the credit facilities with its principal Canadian bank and
it mezzanine lender.  In particular, the Company did not achieve
its December 31, 2008 earnings before interest, taxes and
depreciation, fixed charge coverage and funded debt to earnings
before interest, taxes and depreciation covenants or its March 31,
2009 fixed charge coverage covenant.  Furthermore, the Company is
in breach of certain general covenants it was obligated to satisfy
pursuant to waiver agreements entered into by the Company with its
Bank and Lender based on its June 30, 2008 and subsequent interim
monthly results.  The covenant violation provides the Bank and
Lender with the right to demand repayment of its indebtedness.

Subsequent to March 31, 2009, the Company is in continuing
discussions with the Bank and the Lender to obtain a waiver of the
breaches including amended covenants.

MTI Global posted a net loss for the quarter of C$4.8 million or
C$0.17 per share compared to a loss in prior year of C$900,000 or
C$0.03 per share.  Sales for the three months ended March 31,
2009, were C$13.5 million, approximately 4.2% ahead of last year's
sales of C$13.0 million.  This includes an increase of
approximately C$2.3 million, due to the impact of currency
fluctuations.

At March 31, 2009, MTI Global had C$52.1 million in total assets,
including cash and cash equivalents of C$2.5 million; C$29.4
million in total liabilities; and C$22.6 million in shareholders'
equity.

Based on the sale of the majority of its Leewood and Richmond,
Virginia silicone assets, operational changes completed to date,
and preliminary indications in the aerospace market, the Company
remains cautiously optimistic that it will report improving
results through the balance of 2009.  In view of the Canadian
dollar value against the U.S. dollar, the Company is increasingly
confident about achieving improved results with most of its
aerospace programs relocated to Mexico and the sale of the
majority of the assets of Leewood and N.A. Silicone's Richmond,
Virginia plant.  In addition, the Company is making satisfactory
progress on the disposition of the remaining silicone assets,
although the current economic climate is slowing the process.  The
Company has engaged an investment bank to assist in these
transactions.

The results for the first quarter of 2009 were better than prior
year but below expectations.  Revenues and gross margin improved
primarily through increased volume in Aerospace at Polyfab
divisions and favorable exchange rates compared to prior year.
However, the Company continued to incur lower than expected
revenues at N.A. Silicone due to the continued decline in the
North American automotive market.

                          About MTI Global

MTI Global Inc. -- http://www.mtiglobalinc.com/-- designs,
develops and manufactures custom-engineered products using
silicone and other cellular materials.  The Company serves a
variety of specialty markets focused on two main areas: Silicone
and MTI Polyfab, comprising, Aerospace and Fabricated Products.
The Company designs and fabricates energy management systems from
a variety of flexible, cellular materials.  MTI Global also
produces and distributes specialty silicone elastomer products.
MTI Global's primary markets are aerospace and mass transit.
Secondary markets include sporting goods, automotive, industrial,
institutional, electronics, and the medical market through a 51%
interest in MTI Sterne SARL of Cavaillon, France.  MTI Global's
head office and Canadian manufacturing operations are located in
Mississauga, Ontario, with international manufacturing operations
located in Milton, Florida and a contract manufacturer venture in
Ensenada, Mexico.  The Company also maintains engineering support
centers in Brazil and Toulouse, France.


NATIONAL DRY CLEANERS: Hearing on Ch. 11 Plan, Conversion May 29
----------------------------------------------------------------
According to Bloomberg's Bill Rochelle, the U.S. Bankruptcy Court
for the District of Delaware will hold a hearing May 29 on the
Chapter 11 cases of National Dry Cleaners Inc., and its affiliates
to consider:

    -- confirmation of a liquidating Chapter 11 plan for Pride
       Cleaners Inc. and DCI Management Group Inc., co-proposed by
       the official committee of unsecured creditors.

    -- conversion of the Chapter 11 cases of 10 affiliated
       companies to Chapter 7 liquidation.

Mr. Rochelle relates that the Plan was made possible by a
settlement with the secured lender that gives 6.25% of sale
proceeds to unsecured creditors. Unsecured creditors of Pride
Cleaners and DCI are expected to receive less than 10% on their
claims totaling about $5 million.  Assets sales for the two
companies generated more than $6.2 million.

According to Mr. Rochelle, even with the settlement, the 10 the
affiliated companies decided it would be impossible for them to
confirm even a liquidating plan and therefore sought the Chapter 7
conversion of their cases.

                      About Nat'l Dry Cleaners

Headquartered in Phoenix, Arizona, National Dry Cleaners Inc. --
http://www.alphillips.com/and http://www.pridecleaners.com/--
aka Delia's Cleaners Inc. operates more than 300 dry cleaning
stores across the nation.  The enterprise employs more than 1,500
people.  As of June 30, 2008, NDCI operated 231 dry cleaning
stores and 6 central dry cleaning and laundry plants in nine
states.  Of the dry cleaning stores, 164 are drop stores, meaning
that the stores do not have dry cleaning or laundry equipment on
site, and 67 dry cleaning stores have the necessary equipment to
perform dry cleaning and laundry services on-site.  National
operates under the names Tuchman Cleaners, DryClean USA, Pride
Cleaners, and Al Phillips the Cleaner.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on July 7, 2008, (Bankr. D. Del. Case No.: 08-11382 to
08-11393).  The Debtors selected Epiq Bankruptcy Solutions LLC as
their claims, notice and balloting agent.  The Debtors listed
assets of $10 million to $50 million and debts of $10 million to
$50 million at its bankruptcy filing.


NEIMAN MARCUS: Bank Debt Sells at 25% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 75.75
cents-on-the-dollar during the week ended May 8, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 5.75 percentage
points from the previous week, the Journal relates.   The loan
matures April 6, 2013.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and S&P's BB- rating.

Meanwhile, participations in a syndicated loan under which
Michaels Stores Inc. is a borrower traded in the secondary market
at 74.29 cents-on-the-dollar during the week ended May 8, 2009, an
increase of 5.71 percentage points from the previous week.   The
loan matures October 31, 2013.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B3 rating and S&P's B rating.

Participations in a syndicated loan under which Claire's Stores is
a borrower traded in the secondary market at 56.63 cents-on-the-
dollar during the week ended May 8, 2009, an increase of 4.74
percentage points from the previous week.   The loan matures
May 29, 2014.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's B rating.

Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
75.08 cents-on-the-dollar during the week ended May 8, 2009, an
increase of 5.33 percentage points from the previous week.   The
loan matures May 9, 2014.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and S&P's B+ rating.

                       About Neiman Marcus

Headquartered in Dallas, Texas, Neiman Marcus Inc.'s --
http://www.neimanmarcusgroup.com/-- operations include the
Specialty Retail Stores segment and the Direct Marketing segment.
The Specialty Retail Stores segment consists primarily of Neiman
Marcus and Bergdorf Goodman stores.  The Direct Marketing segment
conducts both online and print catalog operations under the Neiman
Marcus, Horchow and Bergdorf Goodman brand names.

                           *     *     *

As reported by the Troubled Company Reporter on March 19, 2009,
Moody's Investors Service downgraded Neiman Marcus Group Inc.'s
long term ratings including its Probability of Default Rating to
Caa1 from B1, its Corporate Family Rating to Caa1 from B1, and its
Speculative Grade Liquidity Rating to SGL-3 from SGL-2.  The
rating outlook is negative.

On March 5, 2009, Fitch Ratings affirmed the Issuer Default Rating
on Neiman Marcus, Inc. and its subsidiary, The Neiman Marcus
Group, Inc., at 'B' and revised the Rating Outlook to Negative
from Stable.  NMG had $3 billion of debt outstanding as of
January 31, 2009.  The TCR said February 9, 2009, that Standard &
Poor's Ratings Services placed its ratings on six department store
companies, including Neiman Marcus ("B+"), on CreditWatch with
negative implications.


NES RENTALS: Moody's Changes Default Rating to 'Caa1/LD'
--------------------------------------------------------
Moody's Investors Service has changed the probability of default
rating of NES Rentals Holdings, Inc. to Caa1/LD following the
company's repurchase of $14.1 million of its second lien term loan
due 2013 ($280 million outstanding prior to buyback) at a
significant discount to original principal amount.  It should be
noted that the limited default designation assigned captures the
$14.1 million repurchase and any subsequent distressed debt
repurchases pursuant to NES' second lien credit agreement
amendment-- which permits up to $100 million of second lien term
loan to be prepaid at a discount through early 2010, as specified
in the amendment.

The Caa1 corporate family rating reflects weak return and interest
coverage metrics that should face pressure from poor construction
markets over the ratings horizon.  As construction markets remain
soft the potential for declining used equipment prices to diminish
the collateral supporting NES' debts poses additional concern.
The negative outlook reflects concern that non-residential
construction activity levels could decline through 2010 with used
equipment price pressure being sustained for some time.  Continued
used equipment price pressure could weaken NES' adequate liquidity
profile in 2010 and cause financial ratio tests to activate while
equipment utilization rates remain low, raising the potential for
a covenant breach.

The LD designation on the PDR will be removed in approximately
three days.  Moody's also upgraded the second lien note rating to
Caa2 from Ca based on NES' capital structure following the $14.1
million repurchase.  If further second lien debt repurchases
approach the $100 million face amount permitted under the
amendment, the second lien term loan rating could be exposed to
downgrade per Moody's Loss Given Default Methodology.

A summary of the actions follows:

  -- Probability of default rating, changed to Caa1/LD from Caa3

  -- Corporate Family Rating affirmed at Caa1

  -- $266 million Second Lien Term Loan due 2013 to Caa2 LGD 5,
     79% from Ca LGD 4, 58%

  -- Outlook, Negative

Moody's last rating action occurred April 1, 2009 when NES'
probability of default rating was downgraded to Caa3 from Caa1.

NES Rentals Holdings, Inc., based in Chicago, Illinois, is one of
the largest equipment rental companies in the U.S.


NORTEL NETWORKS: Has Q1 Loss; Keeps Move to Standalone Businesses
-----------------------------------------------------------------
Nortel Networks Corp. reported a $507 million first-quarter
net loss on revenue of $1.73 billion.

Nortel President and Chief Executive Officer Mike Zafirovski said,
"First quarter results showed a decline in revenue and margins as
expected due to the severe economic downturn and our filings for
creditor protection.  However, despite the declines we saw this
quarter, revenue has stabilized and our cash balance is stable
from year-end 2008."

"We accomplished our initial objectives of maintaining our
customer commitments and strengthening our operational
performance.  Network performance and customer service levels are
at multi-year highs and customers are expressing their support of
Nortel.  Our employees have done a tremendous job under
challenging conditions."

Nortel filed for creditor protection in multiple jurisdictions on
January 14, 2009 after the Company's capital structure and
historic financial obligations were exacerbated by the rapid and
significant downturn in the global economy and credit markets.
Commenting on Nortel's creditor protection process, Mr. Zafirovski
said, "We are focused on maximizing value for stakeholders,
including creditors, customers and employees.  Nortel has rich
resources, leading-edge know-how and a deep talent base, and it is
our responsibility to preserve this value."

"These are the key considerations in our decision-making process,
and work is well underway to evaluate the ultimate path forward
for our businesses.  Discussions are taking place with various
external parties, however, decisions have not been taken and we
continue to evaluate our restructuring alternatives.  To provide
maximum flexibility we are also taking the appropriate steps to
complete the move to standalone businesses."

"We have made the necessary structural decisions to give Nortel
the ability to optimize value, and preserve innovation platforms
and employment to the greatest extent possible.  Our businesses
will have the opportunity to more effectively serve the discrete
needs of their respective customers and market segments, while
maintaining high customer service and network performance levels."

                    2009 Financial Highlights

Nortel's overall financial performance in the first quarter of
2009 was impacted by the continued downturn in the economy, which
resulted in a decrease in customers' spending levels, as well as
the ongoing impacts of the Company's Creditor Protection
Proceedings.

     * Revenues in the first quarter of $1.73 billion, down by 37
       percent year over year, with declines in all segments and
       regions.  Excluding the negative impact of foreign
       exchange fluctuations of approximately $225 million, the
       decrease would have been 29 percent.

     * Gross margin of 36.1 percent in the quarter includes
       charges related to the cancellation of certain equity-
       based compensation plans and workforce and other cost
       reduction activities that historically would have been
       recorded in special charges.  Excluding these charges,
       gross margin would have been 38.1 percent.

     * Although costs have been significantly reduced across the
       Company, the revenue declines and gross margin pressure
       resulted in Management Operating Margin (a) in the first
       quarter of negative $244 million or negative 14.1 percent.

       Includes a non-cash charge of $91 million related to the
       cancellation of certain equity-based compensation plans
       and charges for workforce and other cost reduction
       activities of $59 million that historically would have
       been recorded in special charges.

     * Cash balance on March 31, 2009, of $2.48 billion, compared
       to $2.4 billion at year-end 2008.

           Completing the Move to standalone businesses

The evaluation of Nortel's businesses -- Carrier Networks (which
includes Wireless Networks as well as Carrier VoIP and Application
Solutions or CVAS), Metro Ethernet Networks, Enterprise Solutions
and the LG-Nortel joint-venture -- is ongoing.  As noted, the
Company is taking appropriate steps to complete the move to
standalone businesses initiated in late 2008.  This will provide
Nortel with maximum flexibility to choose the ultimate path
forward for each of the businesses.

To achieve vertically integrated and fully independent business
units, Nortel will decentralize its Carrier Sales and Global
Operations functions over the coming weeks. This will enhance the
business units' overall responsiveness to changing customer and
market requirements and provide the opportunity to better serve
customers.

It is imperative that the independent business unit structure
benefit from a streamlined shared-services organization to drive
maximum efficiency.  Therefore, the Company will expand the Nortel
Business Services organization to include operational and other
functions from Global Operations, Corporate Operations and
Finance.

The Company will also continue the necessary work to reduce costs
across all of its business units.

                       Business Highlights

     * Commencing with the first quarter of 2009, Nortel began to
       report financial results under a new operating model with
       four reportable segments; Carrier Networks (CN),
       Enterprise Solutions (ES), Metro Ethernet (MEN) and LG-
       Nortel (LGN).  Each of these segments now includes the
       associated financial results formerly reported in the
       Global Services group.  The Company will also begin to
       report Carrier VoIP and Application Solutions as a
       separate reportable segment commencing with the third
       quarter of 2009.

     * Prior to the first quarter of 2009, ES segment revenues
       were reported across two categories: circuit and packet
       voice solutions revenues and data networking and security
       solutions revenues.  Commencing with the first quarter of
       2009, revenues from both of these previous categories are
       collectively reported as communications solutions
       revenues.

                       Enterprise Solutions

     * Delivered industry-leading innovation with the
       introduction of the new Ethernet Routing Switch 5600
       series of data products.

     * The Business Communication Manager 450, introduced in
       October of 2008, reached 1,000 units sold in February -
       this is the fastest-selling Nortel product ever.  It also
       won Internet Telephony Magazine's Product of the Year
       award.

     * Las Vegas' New M Resort Spa Casino selected Unified
       Communications from Nortel and Microsoft to help enhance
       its guest experience.

     * Nortel completed the sale of certain portions of its
       Application Delivery portfolio to Radware Ltd. for a
       purchase price of approximately $18 million.

                         Carrier Networks

     * Algerian Railways selected Nortel for GSM-R communications
       system expansion, Nortel continues to be the world leader
       in GSM-R.

     * Pocket Communications launched a new network to serve
       markets in the U.S. Northeast and is expanding the
       capacity of its South Texas wireless network with 3G CDMA
       technology from Nortel.

     * Introduced Smart Power Management to allow GSM customers
       to reduce energy consumption and save money, this solution
       was demonstrated in a trial conducted in February 2009
       with the world's largest mobile operator, China Mobile
       Communications Corporation (CMCC).

     * Telekom Austria selected Nortel and Kapsch CarrierCom for
       nationwide VoIP Solution; Mobilkom Austria also selected
       Nortel and Kapsch CarrierCom to help them deliver new
       mobile broadband services, including TV and satellite
       navigation system services.

     * Total number of Communication Server (CS) 1500 customers
       rose to more than 135 globally.

     * Introduced a new  Revenue Assurance Voice Configuration
       Audit Service to help service providers achieve
       significant revenue retrieval and cost savings from their
       TDM and VoIP networks.

     * Announced worldwide availability of the Adaptive
       Application Engine that includes a wide-range of revenue-
       generating voice and multimedia applications like
       Federated IM, presence, collaboration, conferencing and
       video.

                  Metro Ethernet Networks (MEN)

     * Continued strong demand for industry-leading 40G optical
       solution with 46 customer wins to date, a record quarter
       in 40G shipments with over 500 40G line ports shipped in
       the first quarter.

     * Nortel 40G optical solution became the first in the
       industry to achieve approved product listing status from
       the U.S. Department of Defense Joint Interoperability
       Testing Command (JITC), a status that opens the door for
       deployment in the U.S. Department of Defense network and
       other U.S. government agency networks.

     * Continued customer interest in Nortel 100G solution, with
       Neos Networks and Banverket successfully completing 100G
       field trials, along with previously announced trials with
       Comcast and Verizon.

                             LG-Nortel

     * LG-Nortel introduced a new complete line of desktop IP
       phones (IP8800 series) empowering employees at enterprises
       of all sizes to work smarter and more effectively, with
       high-quality audio and extensive value-added features.

     * VoIP technology from LG-Nortel has helped propel LG Dacom
       into the market leader position for VoIP service in Korea
       with LG Dacom attracting more then 1.3 million customers
       in only 15 months.

                             Revenues

Revenues were $1.73 billion for the first quarter of 2009 compared
to $2.76 billion for the first quarter of 2008, reflecting a
reduction of 37 percent comprising declines across all business
segments.  The reduction was primarily a result of the continuing
economic downturn and the uncertainty created by the Creditor
Protection Proceedings, and the unfavourable impact of foreign
exchange fluctuations.  Foreign exchange fluctuations adversely
impacted revenues by approximately $225 million, representing 8
percent of the decline.

                          Revenues B/(W)

                              Q1 2009     YoY     QoQ
                              -------    -----   -----
     Carrier Networks            $737    (32%)   (48%)
     Enterprise Solutions         395    (41%)   (34%)
     Metro Ethernet Networks      360    (10%)   (21%)
     LG-Nortel                    188    (66%)    (7%)
     Other                         53      0%      6%
                              -------    -----   -----
     Total                     $1,733    (37%)   (36%)

CN revenues in the first quarter of 2009 were $737 million, a
decrease of 32 percent compared with the year ago quarter with
impacts across all businesses.  A majority of the decline was in
the wireless segments, and in addition to the factors above,
included a reduction in spending by certain customers as a result
of their change in technology migration plans.

ES revenues in the first quarter of 2009 were $395 million, a
decrease of 41 percent compared with the year ago quarter as a
result of the factors noted above, namely decreased customer
spending and decision-making deferral due to the economic
conditions and the uncertainties created from our Creditor
Protection Proceedings.

MEN revenues in the first quarter of 2009 were $360 million, a
decrease of 10 percent compared with the year ago quarter with
impacts across all businesses.  Excluding the negative impact of
foreign exchange fluctuations, revenues for MEN would have
declined 6 percent year-over-year.  In addition to the factors
above, revenues from certain customers in the first quarter of
2008 that did not repeat to the same extent in the first quarter
of 2009 also impacted year-over-year comparison.

LG-Nortel revenues in the first quarter of 2009 were $188 million,
a decrease of 66 percent compared with the year ago quarter.  In
addition to the factors described above, a majority of the decline
was in LGN Carrier, primarily due to the completion of a certain
customer contract obligation that resulted in the recognition of
previously deferred revenues in the first quarter of 2008 not
repeated in the first quarter of 2009 and high sales volumes
related to our 3G wireless products in the first quarter of 2008
not repeated to the same extent in the first quarter of 2009, as
well as a significant foreign exchange impact due to the
devaluation of the Korean WON against the US dollar.  The decrease
was partially offset by the completion of a certain customer
contract obligation resulting in the recognition of previously
deferred revenues in the first quarter of 2009.

                        Deferred Revenues

Deferred revenues balances decreased by $142 million during the
first quarter of 2009 compared to a decrease of $266 million in
the first quarter of 2008.

                           Gross Margin

Gross margin was 36.1 percent of revenues in the first quarter of
2009.  Excluding charges related to the cancellation of certain
equity-based compensation plans and workforce and other cost
reduction activities that historically would have been recorded in
special charges, gross margin would have been 38.1 percent (b) of
revenues.  This compared to gross margin of 41.6 percent for the
first quarter of 2008.  Compared to the first quarter of 2008, in
addition to the items already noted, gross margin declined
primarily as a result of the unfavorable impact of foreign
exchange fluctuations, and the unfavorable impacts of product mix
and price erosion partially offset by a decrease in inventory
provisions.

                        Operating Expenses

                     Operating Expenses B/(W)


                      Q1 2009     YoY     QoQ
                      -------    -----   -----
            SG&A         $528     12%    (13%)
            R&D           341     19%     (2%)
                      -------    -----   -----
            Total        $869     15%     (8%)

A focus on costs resulted in lower operating expenses compared to
the year ago quarter.  Operating expenses were $869 million in the
first quarter of 2009.  This compares to operating expenses of
$1,017 million for the first quarter of 2008.

SG&A expenses were $528 million in the first quarter of 2009,
compared to $597 million for the first quarter of 2008.  Excluding
charges related to the cancellation of certain equity-based
compensation plans and workforce and other cost reduction
activities that historically would have been recorded in special
charges, SG&A expenses would have been $445 million (b).  Compared
to the first quarter of 2008, in addition to the items already
noted, SG&A was favorably impacted primarily by headcount
reductions and lower spending levels across all categories
including a reduction in sales and marketing investment in
maturing technologies.

R&D expenses were $341 million in the first quarter of 2009,
compared to $420 million for the first quarter of 2008.  Excluding
charges related to the cancellation of certain equity-based
compensation plans and workforce and other cost reduction
activities that historically would have been recorded in special
charges, R&D expenses would have been $309 million (b).  Compared
to the first quarter of 2008, in addition to the items already
noted, R&D was favorably impacted primarily by headcount
reductions, the cancellation of certain R&D programs, and Nortel's
exit from the WiMAX business, as well as lower discretionary costs
relative to the first quarter of 2008.

                   Management Operating Margin

Management operating margin was negative 14.1 percent of revenues
in the first quarter of 2009 compared to positive 4.7 percent for
the first quarter of 2008.  Excluding a non-cash charge of $91
million related to the cancellation of certain equity-based
compensation plans and $59 million related to workforce and other
cost reduction activities that historically would have been
recorded in special charges, management operating margin would
have been negative 5.4 percent (b) of revenues.  The first quarter
of 2009 management operating margin decreased by 1,880 basis
points compared to the year ago quarter.  The decline was due to
lower gross margin and a decline in revenues that outpaced
reductions in operating expenses.

                             Net Loss

The Company reported a net loss in the first quarter of 2009 of
$507 million, or $1.02 per common share on a basic and diluted
basis, compared to net loss of $138 million, or $0.28 per common
share on a basic and diluted basis, in the first quarter of 2008.

Other expense - net was $70 million for the first quarter of 2009,
compared to $1 million in the first quarter of 2008.  Other
expense - net included a currency exchange loss of $57 million, a
loss of $5 million related to  hedging activity and costs
associated with divestiture-related activities of $3 million.

Earnings attributable to non-controlling interests (formerly
minority interests) was an expense of $26 million in the first
quarter of 2009, compared to an expense of $78 million for the
first quarter of 2008.

Interest expense was $77 million in the first quarter of 2009,
compared to $80 million for the first quarter of 2008.

Income tax expense was $7 million in the first quarter of 2009,
compared to an expense of $36 million for the first quarter of
2008

The net loss in the first quarter of 2009 of $507 million also
included reorganization costs of $52 million related to the
Creditor Protection Proceedings and the application of SOP 90-7and
a non-cash write-down of goodwill of $48 million.  The net loss in
the first quarter of 2008 of $138 million included special charges
of $88 million for restructurings, a loss of $19 million due to
changes in foreign exchange rates, a charge of $12 million related
to a patent lawsuit settlement, and a gain of $16 million
primarily from mark-to-market gains on interest rate swaps.

                               Cash

Cash balance at the end of the first quarter of 2009 was $2.48
billion, up from $2.40 billion at the end of the fourth quarter of
2008.  The increase in cash was primarily due to cash from
operating activities of $202 million, partially offset by the net
unfavorable foreign exchange impacts of $54 million, cash used in
financing activities of $48 million and cash used in investing
activities of $18 million.

                   NORTEL NETWORKS CORPORATION
              Unaudited Consolidated Balance Sheets
                      As of March 31, 2009

ASSETS
Current assets
Cash and cash equivalents                 US$2,479,000,000
Short-term investments                          23,000,000
Restricted cash and cash equivalents            92,000,000
Accounts receivable, net                     1,692,000,000
Inventories,net                              1,419,000,000
Deferred income taxes,net                       27,000,000
Other current assets                           489,000,000
                                            ---------------
Total current assets                          6,221,000,000

Investments                                     133,000,000
Plant and equipment,net                       1,172,000,000
Goodwill                                        131,000,000
Intangible assets,net                           129,000,000
Deferred income taxes, net                       14,000,000
Other assets                                    303,000,000
                                            ---------------
Total assets                                 $8,103,000,000
                                            ===============

LIABILITIES & SHAREHOLDERS' EQUITY (Deficit)
Current liabilities
Trade and other accounts payable               420,000,000
Payroll and benefit-related liabilities        401,000,000
Contractual liabilities                        177,000,000
Restructuring liabilities                       22,000,000
Other accrued liabilities                    2,190,000,000
Long-term debt due within one year               3,000,000
                                            ---------------
Total current liabilities                     3,213,000,000

Long-term debt                                   91,000,000
Deferred income taxes, net                       11,000,000
Other liabilities                               732,000,000
                                            ---------------
Total long-term liabilities                     834,000,000

Liabilities subject to compromise             7,691,000,000
                                            ---------------
Total liabilities                            11,738,000,000


SHAREHOLDERS' EQUITY (Deficit)

Common shares, without par value - Authorized
shares: unlimited; Issued and outstanding
shares: 498,020,147 as of March 31, 2009    35,596,000,000

Additional paid-in capital                    3,645,000,000
Accumulated deficit                         (42,872,000,000)
Accumulated other comprehensive loss           (829,000,000)
                                            ---------------
Total NNC shareholders' deficit              (4,460,000,000)
Non-controlling interests                       825,000,000
                                            ---------------
Total shareholders' deficit                  (3,635,000,000)

Total liabilities and shareholders' deficit  $8,103,000,000
                                            ===============


                 NORTEL NETWORKS CORPORATION
       Unaudited Consolidated Statements of Operations
               For the Year Ended March 31, 2009

REVENUES
Products                                    $1,470,000,000
Services                                       263,000,000
                                            ---------------
Total revenues                               1,733,000,000

Cost of revenues:
Products                                       966,000,000
Services                                       142,000,000
                                            ---------------
Total cost of revenues                       1,108,000,000

Gross profit                                    625,000,000

Selling, general & admin expense                528,000,000
Research & development expense                  341,000,000
Amortization of intangible assets                10,000,000
Special charges                                           -
Gain on sales of businesses and assets          (15,000,000)
Goodwill impairment                              48,000,000
Other operating expense (income) - net          (12,000,000)
                                            ---------------
Operating earnings (loss)                      (275,000,000)
Other expense-net                               (70,000,000)
Interest and dividend income                              -
Interest expense:
Long-term debt                                 (76,000,000)
Other                                           (1,000,000)
                                            ---------------
Loss from operations before reorganization
items, income taxes and equity in net
earnings (loss) of associated companies        (422,000,000)
Reorganization items-net                        (52,000,000)
                                            ---------------
Loss from operations before income
taxes and equity in net earnings of
associated companies                           (474,000,000)
Income tax expense                               (7,000,000)
                                            ---------------
Loss from operations before equity in
net earnings of associated companies           (481,000,000)

Equity in net earnings of associated
companies-net of tax                                      -
                                            ---------------

Net loss                                      $(481,000,000)
                                            ===============


                 NORTEL NETWORKS CORPORATION
        Unaudited Consolidated Statement of Cash Flows
               For the Year Ended March 31, 2009

Cash flows from (used in) operating activities:
Net loss attributable to NNC                  $(507,000,000)

Adjustments to reconcile net loss to net
cash from (used in) operating activities:
Amortization and depreciation                   82,000,000
Goodwill impairment                             48,000,000
Non-cash portion of cost reduction activities    5,000,000
Equity in net loss (earnings) of associated
   companies-net of tax                                   -
Share-based compensation expense               101,000,000
Deferred income taxes                            4,000,000
Pension and other accruals                      46,000,000
Loss (gain) on sales and write downs of
   investments, businesses & assets-net         (14,000,000)
Income attributable to non-controlling
   interests-net of tax                          26,000,000
Reorganization items-non cash                   42,000,000
Other-net                                       22,000,000
Change in operating assets and liabilities     347,000,000
                                            ---------------
Net cash from (used in) operating activities    202,000,000

Cash flows from (used in) investing activities:
Expenditures for plant & equipment             (12,000,000)
Proceeds on disposals of plant & equipment       1,000,000
Change in restricted cash & cash equivalents   (55,000,000)
Decrease in short & long-term investments       24,000,000
Acquisitions of investments & businesses-net
   of cash acquired                                       -
Proceeds from the sales of investments &
   businesses & assets-net                       24,000,000
                                            ---------------
Net cash used in investing activities           (18,000,000)

Cash flows from (used in) financing activities:
Dividends paid by subsidiaries to
   non-controlling interests                              -
Increase in notes payable                       11,000,000
Decrease in notes payable                      (55,000,000)
Repayments of capital leases obligations        (4,000,000)
                                            ---------------
Net cash used in financing activities           (48,000,000)

Effect of foreign exchange rate changes on
cash and cash equivalents                      (54,000,000)

Net increase (decrease) in cash &
cash equivalents                                82,000,000

Cash & cash equivalents, beginning            2,397,000,000
                                            ---------------
Cash & cash equivalents, end                 $2,479,000,000
                                            ===============

A full-text copy of Nortel's 2009 First Quarter Financial Results
filed on Form 10-Q with the Securities and Exchange Commission is
available at no charge at http://researcharchives.com/t/s?3cc3

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


OFFICE DEPOT: Moody's Downgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded Office Depot, Inc.'s
corporate family and probability of default ratings to B2 from B1,
and the company's senior unsecured notes to Caa1 from B3.  Office
Depot's speculative grade liquidity rating was upgraded to an SGL-
2 from an SGL-3.  The outlook is negative.  These rating actions
conclude the review for possible downgrade initiated on February
26, 2009.

The downgrades of the corporate family and probability of default
ratings result from Office Depot's continuing difficulty in
navigating the weak operating environment, culminating in a credit
profile that is not reflective of a B1 rating.  "While the first
quarter outperformed the company's expectations, results were
still significantly below the comparable prior year period.  The
end result was debt/EBITDA increasing to 6.7 times for the latest
12-month period ended March 31, 2009 from 6.3 times at December
31, 2008," stated Moody's Senior Analyst Charlie O'Shea.  Positive
rating consideration is given to the company's number two position
in the office supplies segment and good liquidity.

The negative outlook reflects Moody's concern that further
deterioration in Office Depot's credit metrics -- already
considered weak for the current rating -- could occur during 2009.
"Given that a potential recovery in this segment may not occur
until late-2009/early-2010, and Office Depot's concentration in
the still hard-hit California and Florida markets, Moody's feels
it likely that the company's credit profile could continue to
deteriorate for the balance of 2009," added O'Shea.

The upgrade to SGL-2 from SGL-3 of Office Depot's speculative
grade liquidity rating considers that despite revenue and profit
declines, cost-cutting and improved inventory management will
result in improved internal sources of cash flow and reduced
reliance on the company's asset-backed loan facility during the
next 12-15 month period.

Ratings downgraded:

  -- Corporate family rating to B2 from B1;

  -- Probability of default rating to B2 from B1, and

  -- Senior unsecured notes to Caa1 (LGD5, 77%) from B3 (LGD5,
     74%).

Rating upgraded:

  -- Speculative grade liquidity rating to SGL-2 from SGL-3

The last rating action for Office Depot was February 26, 2009 when
Moody's lowered the company's corporate family and probability of
default ratings to B1 from Ba3, downgraded the senior unsecured
notes to B3 from B1, and placed the company's ratings on review
for further possible downgrade.

Office Depot, Inc., based in Boca Raton, Florida, is the second
largest retailer of office supplies with roughly 1,160 retail
locations in North America.  The company generates annual revenues
of about $13.5 billion.


OILEXCO NORTH: Hearing on Chapter 15 Petition Set on May 20
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York has scheduled a hearing on May 20, 2009, at 10:00 a.m. to
consider the petition of Oilexco  North Sea Limited for
recognition of its insolvency proceedings in the U.K. as a
"foreign main proceeding" under Chapter 15 of the
Bankruptcy Code.

In connection with this petition, the Bankruptcy Court issued on
May 6, 2009, a preliminary injunction which will remain in
effect pending the conclusion of the aforementioned hearing.

Objetions to the continuation of the preliminary injunction or the
Chapter 15 petition must be filed with the Bankruptcy Court no
later than May 18, 2009, at 12:00 noon.

Copies of the preliminary injunction, the petition, and the
supporting documents are available upon request made to the
counsel for the petitioners at:

     Chadbourne & Parke LLP
     Attn: Howard Seife, Esq.
           Franisco Vazquez, Esq.
     30 Rockefeller Plaza
     New York, NY 10112
     Tel: (212) 408-5100


As reported in the Troubled Company Reporter on April 30, 2009,
Oilexco North Sea Ltd., the U.K. unit of a Canadian oil and gas
exploration and production company, filed a Chapter 15 petition
on April 28, 2009, in New York seeking recognition of insolvency
proceedings in the U.K. as the "foreign main proceeding,"
Bloomberg's Bill Rochelle said.

Chapter 15 allows a company to seek protection from creditors in
the United States while its primary bankruptcy case is pending in
another country.  If the U.S. court grants the Chapter 15
petition, the assets in the U.S. can be liquidated or reorganized
through the foreign proceeding.

To qualify for Chapter 15, the Oilexco unit must show that the
U.K. is the company's nerve center, Bloomberg said.

On January 7, 2009, Oilexco North Sea entered Administration and R
Bailey, A Bloom, T Burton, and C Dempster were appointed Joint
Administrators.  The appointment was made by the directors under
the provisions of paragraph 22 of Schedule B1 to the Insolvency
Act of 1986.  Oilexco North Sea Ltd continues to trade under the
supervision of the Joint Administrators "whilt they endeavour to
realise a sale of Oilexco North Sea Ltd or its business and
assets."

The Company has an offer to sell the assets for $505 million to
Premier Oil Plc, Mr. Rochelle said.

As reported in the TCR Europe on February 9, 2009, Oilexco
Incorporated obtained a court order Thursday for protection under
the Companies' Creditors Arrangement Act (Canada).  Ernst & Young

Inc. was appointed monitor under the order.

The order permits Oilexco (including its wholly-owned Alberta
subsidiary Oilexco Technical Services Inc.) to remain in
possession and control of its property, carry on its business,
retain employees and other service providers and restructure its
operations.  Proceedings by creditors and others cannot be
commenced without leave of the court and current proceedings are
stayed.  The order does not affect rights of The Royal Bank of
Scotland plc and other lenders to shares of Oilexco's wholly-owned
United Kingdom subsidiary Oilexco North Sea Limited ("ONSL").
Those shares were pledged by Oilexco as security for Oilexco's
obligations as guarantor of amounts owed by ONSL under the US
US$547.5 million senior and super senior credit facility and
GBP100 million pre-development credit facility of ONSL with the
lenders.

                         About Oilexco Inc.

Oilexco Incorporated is an oil and gas exploration and production
company headquartered in Calgary, Canada.  Oilexco was founded in
1994, and trades on the TSX Venture Exchange and the London Stock
Exchange. The Company's trading symbol for both exchanges is
"OIL".

Oilexco North Sea Limited filed for Chapter 15 on April 28, 2009
(Bankr. S.D. N.Y. Case No. 09-12641).  Roy Bailey, Alan Robert
Bloom, Colin Peter Dempster and Thomas Merchant, as joint
administrators, filed the Chapter 15 petition.  The petitioners
are represented by Howard Seife, Esq., at Chadbourne & Parke LLP.


ORIENTAL TRADING: Moody's Confirms 'Caa3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service confirmed Oriental Trading Company,
Inc.'s Corporate Family and Probability of Default Ratings at
Caa3.  Confirmations of rated debt instruments are detailed below.
The rating outlook is negative.  The rating actions conclude the
review for possible downgrade that commenced on February 12, 2009

The rating confirmation reflects the amendment to OTC's first lien
credit agreement that waives certain outstanding defaults related
to non compliance with the company's financial covenants.  The new
agreement will require compliance with a minimum EBITDA and
minimum liquidity covenants through and including its fiscal year
ending March, 2010.  After that time covenants will revert to
previous levels commencing with the June 2010 testing period.  The
agreement also incorporates provisions that will enable the
company to access its revolving credit facility to fund working
capital needs over this period, providing adequate near term
liquidity.

The confirmation of OTC's Corporate Family Rating at Caa3 reflects
the company's significant debt burden and its unsustainable
capital structure given current operating performance.  The
company's financial performance continues to weaken with revenues
in its most recent fiscal year falling more than 12% and EBITDA
falling by approximately 19%.  The negative rating outlook
reflects Moody's expectations that OTC's performance will remain
pressured in the year ahead given the weak economic environment.
The company also has yet to demonstrate revenue and operating
profit stability while it seeks to optimize catalog mailing costs.

These ratings were confirmed:

  -- Probability of Default Rating at Caa3
  -- Corporate Family Rating at Caa3
  -- 1st lien credit facilities at Caa1 (LGD 2, 27%)
  -- 2nd lien Term Loan at Ca (LGD 5, 74%)

Moody's last rating action on Oriental Trading was on February 12,
2009 when its probability of default rating was downgraded to Caa3
from Caa2 and placed on review for a further possible downgrade.

Headquartered in Omaha, Nebraska, Oriental Trading is a direct
marketer of value-priced novelties, toys, and party supplies and a
leading direct marketer of home d‚cor products.  Revenues in its
most recent fiscal year end were approximately $544 million.


ORIENTAL TRADING: S&P Downgrades Corporate Credit Rating to 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Omaha-based Oriental Trading Co. Inc. to 'CCC'
from 'CCC+'.  S&P also revised the ratings on both the company's
$410 million first-lien term loan and its $50 million first-lien
revolving credit facility to 'CCC' from 'CCC+'.  The recovery
rating on these facilities remains at '4', indicating the
expectation for average (30%-50%) recovery of principal in the
event of default.

S&P has also lowered the rating on OTC's $180 million second-lien
term loan to 'CC' and the recovery rating on the loan remains at
'6', indicating the expectation for negligible (0%-10%) recovery
of principal in the event of default.

OTC obtained a waiver and an amendment to its credit facility
which replaces total leverage and interest coverage covenants with
minimum EBITDA and minimum liquidity covenants.

"Although the amendment provides for some flexibility," said
Standard & Poor's credit analyst Mariola Borysiak, "we believe
that ongoing weak operating performance will result in a narrow
cushion to these covenants, thereby pressuring OTC's liquidity
position."  Moreover, the amendment lasts only though April 4,
2010, after which the covenants reset to the original pre-
amendment total leverage and interest coverage covenants.  "As
such," added Ms. Borysiak, "we believe that OTC will have
difficulty complying with these reset covenants and its capital
structure is unsustainable in the long run."


OSI RESTAURANT: Bank Debt Sells at 24% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
75.08 cents-on-the-dollar during the week ended May 8, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 5.33
percentage points from the previous week, the Journal relates.
The loan matures May 9, 2014.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B3 rating and S&P's B+ rating.

Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded in the secondary market at 74.29 cents-
on-the-dollar during the week ended May 8, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 5.71 percentage points
from the previous week, the Journal relates.   The loan matures
October 31, 2013.  The Company pays 225 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B rating.

Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 75.75
cents-on-the-dollar during the week ended May 8, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 5.75 percentage
points from the previous week, the Journal relates.   The loan
matures April 6, 2013.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and S&P's BB- rating.

                       About OSI Restaurant

OSI Restaurant Partners is the #3 operator of casual-dining spots
(behind Darden Restaurants and Brinker International), with more
than 1,400 locations in the US and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings. OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations. Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned. A group led by chairman
Chris Sullivan took the company private in 2007.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2009,
Moody's Investors Service downgraded OSI Restaurant's Probability
of Default rating to Ca from Caa1 and lowered the rating on its
$550 million 10% senior unsecured notes to C from Caa3.  Moody's
also placed OSI's Corporate Family and senior secured ratings on
review for possible downgrade.

The review was prompted by the recent announcement that OSI
continues to experience a substantial decline in earnings and
store traffic to levels worse than Moody's previously expected.
The company also announced that it will likely need to take an
impairment charge of between $480 and $540 million for goodwill
due to a reduction in its projected results for future periods as
a result of poor overall economic conditions.


PACIFIC ETHANOL: May File Chapter 11, Expects $23.9MM Q1 Loss
-------------------------------------------------------------
Reuters repots that Pacific Ethanol Inc. has warned again that it
would have to file for bankruptcy protection if it fails to
restructure its debt soon.

Pacific Ethanol said in a filing with the U.S. Securities and
Exchange Commission that it was unable to file its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2009, in a
timely manner without unreasonable effort or expense because
management needs additional time to complete the financial and
other disclosures in the Quarterly Report.  The Company has been
actively pursuing a number of alternatives, including seeking to
restructure its debt and seeking to raise additional debt or
equity financing, or both, and has been diligently negotiating
with its various lenders.  However, there can be no assurance that
the Company will be successful.  If the Company cannot restructure
its debt and obtain sufficient liquidity in the very near-term,
the Company will need to seek protection under the U.S. Bankruptcy
Code.  Because of the extraordinary demands that these activities
have placed on the time and attention of the Company's senior
management and staff, the Company was unable to timely complete
the financial and other disclosures in the Quarterly Report.  The
Company plans to file its Quarterly Report by May 18, 2009, in
compliance with Rule 12b-25.

                        Preliminary Results

The Company anticipates reporting net sales of $86.7 million for
the three months ended March 31, 2009, as compared to net sales of
$161.5 million for the same period in 2008.  The decrease in net
sales resulted primarily from a decrease in both the volume of
ethanol sold by the Company and lower average sales prices.  The
volume of ethanol sold by the Company for the three months ended
March 31, 2009, decreased by approximately 24% as compared to the
same period in 2008.  The Company's average sales price of ethanol
decreased 28% to $1.65 per gallon for the three months ended
March 31, 2009, from an average sales price of $2.30 per gallon
for the same period in 2008.

The Company anticipates reporting a gross loss of $11.1 million
for the three months ended March 31, 2009, as compared to gross
profit of $15.7 million for the same period in 2008.  The Company
anticipates reporting that its gross margin was negative 12.8% for
the three months ended March 31, 2009, as compared to a gross
profit margin of 9.7% for the same period in 2008.  The decline in
the Company's gross margins was primarily due to increased costs
to operate its four ethanol production facilities in relation to
their reduced production levels and lower average sales prices.

The Company anticipates reporting a net loss of approximately
$23.9 million for the three months ended March 31, 2009, as
compared to a net loss of $35.2 million for the same period in
2008.  The Company anticipates reporting loss available to common
stockholders of approximately $24.7 million for the three months
ended March 31, 2009, net of preferred stock dividends, as
compared to a loss available to common stockholders of
$36.3 million for the same period in 2008.

The Company anticipates reporting a diluted net loss per common
share of approximately $0.43 for the three months ended March 31,
2009, as compared to a net loss per common share of $0.90 for the
same period in 2008.  The Company had 57.0 million weighted-
average basic and diluted shares outstanding for the three months
ended March 31, 2009.

                    About Pacific Ethanol, Inc

Based in Sacramento, California, Pacific Ethanol, Inc. (NASDAQ GM:
PEIX) -- http://www.pacificethanol.net/-- is the largest West
Coast-based marketer and producer of ethanol.  Pacific Ethanol has
ethanol plants in Madera and Stockton, California; Boardman,
Oregon; and Burley, Idaho. Pacific Ethanol also owns a 42%
interest in Front Range Energy, LLC which owns an ethanol plant in
Windsor, Colorado.


PMI GROUP: Fitch Downgrades Issuer Default Rating to 'CC/RR5'
-------------------------------------------------------------
Fitch Ratings has downgraded the long-term issuer and senior debt
ratings of The PMI Group, Inc. to 'CC/RR5' from 'CCC' and the
junior subordinated debt ratings of PMI Capital I to 'C/RR6'.  A
list of affected ratings follows the end of this press release.
Concurrent with these ratings actions, Fitch is withdrawing
coverage of TPG and related ratings of its operating companies.
The long term issuer and debt ratings of TPG are being withdrawn
as the agency believes that limited market interest remains for
maintaining these ratings.  With respect to the Insurer Financial
Strength ratings of TPG's main operating subsidiary PMI Mortgage
Insurance Co., Fitch notes that the company no longer shares
information on its insured portfolio necessary to maintain the IFS
ratings.

The rating action reflects the announcement made by TPG that it
has reached an agreement with its lenders under the company's
revolving credit facility on terms and conditions of an amended
credit agreement that would replace, contingent on TPG satisfying
certain conditions, the existing credit facility.  The amended
credit agreement would reduce the amount outstanding on the credit
facility to $125 million from $200 million, remove certain
covenants and events of default, and reduce the minimum adjusted
consolidated net worth requirement.

The restructuring of the credit facility could be viewed as
neutral to moderately positive for PMI, as liquidity and risk-
adjusted capital would improve upon the sale of a contingent note
to TPG that arose from the divestiture of PMI Australia which took
place in 2008.  The restructuring, however, has a negative impact
on the position of TPG's senior debtholders relative to the credit
facility lenders, as the restated credit amendment puts in place
significant protections for the credit facility lenders at the
expense of unsecured senior debtholders.  In the event the
restructuring is unsuccessful, acceleration of the bank facility
to avoid a default would substantially deplete liquidity at TPG.
In either event, the ratings assigned to the debt issues reflect
Fitch's expectations of low recoveries in the event of an eventual
default at TPG, which is reflected in the assigned Recovery
Ratings.

In order for the amended and restated credit agreement to become
effective, TPG would have to purchase the $187 million contingent
note from PMI and pledge the note as collateral for the $125
million amended credit facility.  The sale of the contingent note
from PMI to TPG is subject to regulatory and third-party approval.
If TPG is unable to successfully obtain the required approvals for
the sale of the contingent note by May 29, 2009, TPG would either
have to repay the current $200 million outstanding under the
credit facility with holding company cash or face an event of
default under the current terms of the credit facility.  TPG
maintained approximately $234 million of cash as of March 31,
2009, and therefore maintains enough capacity to repay the
facility in full, although doing so would significantly reduce
TPG's remaining financial flexibility.  Alternatively, if TPG does
not pay down the credit facility in full, causing an event of
default, the company would be subject to an acceleration of the
$200 million outstanding under the credit facility and $400
million of outstanding senior notes.  TPG would not have
sufficient liquidity to meet its obligations in this scenario.

If the sale of the contingent note is approved, TPG would use
about $75 million to reduce the size of the credit facility to
$125 million and an additional $75 million to purchase the
contingent note from PMI (with potentially another $25 million
payment to PMI subject to performance of the note to be paid at
the note's maturity).  As a result, pro-forma holding company cash
would be about $84 million.  While holding company liquidity would
be significantly reduced, the amendment of the credit facility
terms would also remove the risk of an imminent event of default.

TPG would have limited financial flexibility after this
transaction with the $84 million holding company cash and a
potential $30 million-$40 million of additional liquidity to be
provided by PMI from a tax-sharing arrangement over the next two
years.  Pro-forma annual holding company interest and financing
expenses would be approximately $37 million-$39 million upon
implementation of the amended credit facility.  Moreover, the size
of the amended credit facility would be limited to 80% of the
value of the contingent note as determined by procedures set forth
in the restated credit agreement.  Hence, any reduction of the
value of the contingent note below $156 million would cause TPG to
use its limited cash resources to pay down the credit facility
(prior to its maturity) to a level that would bring the size of
the facility down to 80% of the value of the note.

Fitch has downgraded and concurrently withdrawn these ratings:

The PMI Group Inc.

  -- Long-term issuer to 'CC' from 'CCC';

  -- $250 million 6% senior notes due Sept. 15, 2016 to 'CC/RR5'
     from 'CCC';

  -- $150 million 6.625% senior notes due Sept. 15, 2036 to
     'CC/RR5' from 'CCC'.

PMI Capital I

  -- $51.593 million 8.309% junior subordinated debentures due
     Feb. 1, 2027 to 'C/RR6' from 'CC'.

These ratings have not been affected by this action and also have
been withdrawn:

PMI Mortgage Insurance Co.
PMI Insurance Co.
PMI Mortgage Insurance Company Limited

  -- IFS at 'BB'.

The Rating Outlook on all ratings at the time of withdrawal is
Negative.

For its current action, Fitch relied on public information on TPG
and its subsidiaries as well as certain non-public information
previously received from TPG regarding its mortgage insurance
portfolio.  However, Fitch no longer regularly meets with TPG
management, nor does it receive non-public information from the
company on an ongoing basis.


POWERMATE CORP: Court Okays Settlement Agreement With Home Depot
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the settlement agreement between Powermate Holding Corp.,
et al., and Home Depot U.S.A., Inc. regarding the adversary
proceeding commenced by the Debtors against Home Depot U.S.A. Inc.
(Adv. Proc. No. 08-50637 KG), to recover accounts receivable
claimed by Powermate to be owed to it by Home Depot.  Home Depot
disputed the claims and asserted its own right of setoff,
recoupment, deduction and offset.

Certain portions of the approved Settlement Agreement have been
filed under seal, as authorized by the Court, to protect the
entities from potential harm that may result from the disclosure
of certain confidential information relating to the settlement.

Pursuant to the redacted version of the settlement agreement, Home
Depot agrees to pay to Powermate the total sum of $2,271,474 by
wire transfer within 10 calendar days after the Effective Date of
the agreement.

In addition, Home Depot agrees to place the sum of $100,000 into
an escrow or trust account for the purpose of [deleted].

Pursuant to the agreement, upon receipt and clearance of the
settlement payment and the establishment and funding of the
[deleted] escrow account, Home Depot and the Debtors mutually
agree to fully release each other from any and all other claims,
demands and causes of action except with respect to claims arising
out of the settlement agreement or the [deleted] escrow account.

Any claims filed by Home Depot in Powermate's bankruptcy case will
be deemed voluntarily withdrawn by Home Depot as of the Effective
Date of the agreement.

                      About Powermate Corp.

Headquartered in Aurora, Illinois, Powermate Corp. --
http://www.powermate.com/-- manufactures portable and home
standby generators, air compressors, air tools, pressure washer
and accessories.  Products were distributed through mass
retailers, home centers, specialty store chains, industry buying
cooperatives, online e-Dealers, and independent hardware
retailers.  Prior to the Petition Date, the Debtors sold their air
compressor business and related assets.  Sun Capital Partners
bought 95% of Powermate in 2004.

Powermate Holding Corp. is the parent of Powermate Corp.  In turn
Powermate Corp. owns 100% of Powermate International Inc.

The three companies filed for Chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Neil Herman, Esq.,
at Morgan, Lewis & Bokius, represents the Debtors as counsel.
Kenneth Enos, Esq., and Michael Nestor, Esq., at Young, Conaway,
Stargatt & Taylor, represent the Debtors as local counsel.  Monika
J. Machen, Esq., at Sonnenschein Nath Rosenthal LLP, represents
the Official Committee of Unsecured Creditors as counsel.
Charlene D. Davis, Esq., Eric M. Sutty, Esq., and Daniel A.
O'Brien, Esq., at Bayard P.A., represent the Creditors Committee
as local counsel.

In schedules filed with the Court, the Debtors listed total assets
of and debts of over $69 million and $144 million, respectively.


PROPEX INC: BNP, Black Diamond Appeal DIP Loan Payment Order
------------------------------------------------------------
BNP Paribas Securities Corp., as administrative agent for the
prepetition lender group under Propex Inc.'s prepetition senior
credit facility, and Black Diamond Capital Management, LLC, on
behalf of itself and various funds it represents, took an appeal
to the U.S. District Court for the Eastern District of Tennessee
from the order of Judge John C. Cook of the United States
Bankruptcy Court for the Eastern District of Tennessee authorizing
the Debtors to pay and satisfy the 2009 DIP loan from the net
proceeds of the sale.

The Appellants want the District Court to review whether the
Bankruptcy Court erred in granting the Debtors' Emergency Motion
to pay and satisfy the 2009 DIP Loan from the net proceeds of the
sale of substantially all of the Debtors' assets without having
considered all relevant information presented.  The Appellants
assert that the Motion to satisfy the 2009 DIP Loan caused the
Debtors to breach their fiduciary duties to creditors and other
parties-in-interest.

Judge Cook in April permitted the Debtors to pay all obligations
under the 2009 DIP Loan in full from the net proceeds received at
the closing of the sale of the Debtors' assets.  Upon payment of
the obligations under the 2009 DIP Loan, the Debtors and their
estates will not have any additional or remaining liabilities with
respect to the 2009 DIP Loan, Judge Cook said.

As reported by the Troubled Company Reporter, on March 30 the
Court permitted Propex to sell substantially all of their assets
as a going concern to an affiliate of Wayzata Investment Partners
-- Xerxes Operating Company LLC and Xerxes Foreign Holding Corp.
-- for $82,000,000, free and clear of all liens, claims,
encumbrances and interests.

In their motion, the Debtors said they are concerned that the
Propex Sale Order prohibits payment of any of their indebtedness
prior to closing of the sale, and the terms of their 2009 DIP Loan
impose a 3% penalty for any prepayments of those obligations.

Henry J. Kaim, Esq., at King & Spalding, LLP, in Houston, Texas,
had told the Court that Black Diamond Capital Management, LLC, on
behalf of itself and the various funds it represents, issued
written threats on several occasions to the Debtors' officers and
directors, in violation of the automatic stay and contrary to the
express terms of the Propex Sale Order, that the Debtors should
not give Xerxes the benefit of its bargain by selling the
"Acquired Cash" -- which referred to any cash of the Debtors in
excess of the Carve Out Cash Amount, but excluding the Restricted
Cash -- to Xerxes under the parties' Asset and Purchase Agreement,
but rather should divert the Acquired Cash to the immediate
payment of some portion of the Debtors' obligations under the 2009
DIP Loan.

In support of the Debtors' request, Xerxes told the Court that the
parties' sale agreement clearly states it is buying all of the
Debtors' "Acquired Cash", which include any cash of the company in
excess of the Carve Out Cash Amount, but excluding restricted
cash.  Moreover, Xerxes said, the APA requires the Debtors to
operate their business in the ordinary course of business and
prohibits the payment of any indebtedness, including the 2009 DIP
Loan, prior to closing.  Xerxes asked the Court not to accept
Black Diamond's invitation to meddle in the Debtors' business
affairs, thereby imperiling their ability to close on the sale.

                  BNP Paribas et al.'s Objection

Black Diamond, BNP Paribas, Jeff Davis County, Georgia, objected
to the Debtors' request, arguing that the 2009 DIP Loan should be
paid out of all of the Debtors' "existing cash on hand" before
utilizing the sale proceeds.

Black Diamond said that solely utilizing proceeds from the sale
transaction to pay off the 2009 DIP Loan results in a dollar for
dollar reduction in the recovery to the Debtors' creditors.  In
the absence of a provision in the Xerxes APA clearly requiring
that the Debtors deliver a minimum amount of cash to Xerxes at
closing or a provision clearly prohibiting the Debtors' payment of
the 2009 DIP Loan from cash on hand, it is the Debtors' fiduciary
duties to maximize value to creditors, Black Diamond maintained.

BNP Paribas argued the Debtors directly violate their obligation
to maximize the value of the estates for creditors by failing to
first look to the significant level of excess cash to pay off the
obligations under the 2009 DIP Loan.

For it part, Jeff Davis County, Georgia asked the Court to deny
the Debtors' Motion to the extent it affects or modifies the terms
and conditions of the Propex Sale Order dated March 30, 2009.

In a separate filing, Hamilton County, Tennessee, joined in
limited objection filed by Jeff Davis County.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

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


PROPEX INC: Court OKs Stipulation Resolving BNP Paribas Dispute
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
approved a stipulation among Propex Inc. and its affiliates, BNP
Paribas Securities Corp., as administrative agent for the Debtors'
prepetition lenders, the Official Committee of Unsecured
Creditors, and Houlihan, Lokey, Howard & Zukin Capital, Inc., for
the resolution of certain claims among them, including the payment
of the Prepetition Lenders' claims from the sale of substantially
all of the Debtors' assets.

The Committee has asked the Court to dismiss an adversary
complaint against BNP Paribas and certain of the Debtors'
prepetition lenders, in light of the Court-approved stipulation it
entered into with the Debtors, BNP Paribas and Houlihan Lokey for
the resolution of the Debtors' prepetition secured indebtedness to
BNP Paribas and the Prepetition Lenders.

The Committee sued BNP Paribas and the Prepetition Lenders on
September 23, 2008, challenging the validity of certain liens the
Lenders held under the Prepetition Credit Agreement.

The stipulation contemplates the dismissal of the Committee
Complaint versus BNP Paribas, the allowance of a claim to the
Prepetition Lenders equal to the aggregate prepetition loan of the
Debtors of about $230 million, and the consent of the Prepetition
Lenders to the allocation of the certain funds and net cash
proceeds in the possession of the Debtors' estates.  Under the
stipulation, the Prepetition Lenders also waive any claim arising
from adequate protection liens and claims.  The parties also agree
to award Houlihan Lokey, as the Debtors' financial advisors, a
$500,000 success fee.

              Propex Concludes Asset Sale to Wayzata

Propex related on April 28, 2009 the sale of substantially all of
its assets to Propex Holding, LLC, an entity owned by a fund
managed by Wayzata Investment Partners, a Minneapolis-based
private equity firm.  Bankruptcy Judge John C. Cook of the United
States Bankruptcy Court for the Eastern District of Tennessee
approved Wayzata's bid for Propex's assets on March 30, 2009.

As reported by the Troubled Company Reporter, on March 30 the
Court permitted Propex to sell substantially all of their assets
as a going concern to an affiliate of Wayzata Investment Partners
-- Xerxes Operating Company LLC and Xerxes Foreign Holding Corp.
-- for $82,000,000, free and clear of all liens, claims,
encumbrances and interests.

Under the company name, Propex Holding, LLC, the premier global
supplier of polypropylene fabrics and fibers for geosynthetic,
concrete, furnishings and industrial markets will continue to
operate under the trade name, Propex, worldwide and will
aggressively pursue business opportunities in its current markets
as well as expand into new markets.

"I would like to thank Wayzata for helping us become a stronger
company with new financing in place to grow our business and
strengthen our trusted-brands," Propex's Chief Executive Officer
Stan Brant said in a statement.  In connection with the sale,
Propex has permanently shed more than $380 million of debt and
long-term liabilities.

"I would also like to thank our customers, employees and vendors
for their continued support and for working with us to
successfully complete our restructuring," Brant added.

Propex Inc. voluntarily filed for protection under Chapter 11 of
the U.S. Bankruptcy Code on January 18, 2008.  The company has
continued to operate under the supervision of the Bankruptcy Court
throughout the Chapter 11 process.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

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


QUEBECOR WORLD: RR Donnelley Offers $1.35BB Cash, Stock for Assets
------------------------------------------------------------------
Quebecor World Inc. received an unsolicited, non-binding and
conditional indication of interest from R.R. Donnelley & Sons
Company to acquire all or substantially all of the assets of
Quebecor World.

RR Donnelley proposes to pay the Quebecor Debtors in the
aggregate:

   * cash in an amount equal to the cash amount contemplated for
     distribution under the draft First Amended Plan of
     Reorganization proposed with respect to the U.S. bankruptcy
     proceeding and the draft Plan of Reorganization and
     Compromise proposed with respect to the Canadian
     reorganization of QWI, which RR Donnelley believe is
     approximately US$700,000,000; plus

   * cash on balance sheet -- estimated as of June 30, 2009, at
     $257,000,000 pursuant to the Plans; plus

   * 30 million shares of RRD common stock, which represent
     approximately 15% of RRD's outstanding shares and have a
     value of US$394,200,000 based on the closing trading price on
     May 11, 2009.  RRD common stock is listed for trading on the
     New York Stock Exchange, and the current market
     capitalization of RRD is approximately US$2.7 billion.

The non-binding proposal was communicated on May 12, 2009 in a
letter from Thomas J. Quinlan III, R.R. Donnelley's President and
Chief Executive Officer, to Jacques Mallette, President and Chief
Executive Officer of Quebecor World, David McCarthy, President of
Quebecor World (USA) Inc., and Steven Strom, Managing Director of
Jefferies & Company, Inc., an advisor to Quebecor World.

R.R. Donnelley & Sons indicated to Quebecor World that it was
prepared to move expediently to a legally binding purchase
agreement, pending the completion of due diligence.  The Company
noted that it believed the non-binding proposal offered Quebecor
World's debtors and their creditors superior terms to the current
draft amended reorganization plans recently proposed as part of
Quebecor World's ongoing bankruptcy proceedings in the United
States and Canada.

"Quebecor World and RR Donnelley have long represented a strong
strategic fit with one another and, through this proposal, we have
the opportunity to join them together in a way that greatly
benefits stakeholders of both companies, including Quebecor
World's debtors and their creditors," said Thomas J. Quinlan III,
RR Donnelley's President and Chief Executive Officer.  "Our offer
would significantly enhance our ability to provide customers more
comprehensive end-to-end printing solutions, expand our geographic
reach into the important Canadian market and better balance our
capacity with customer demand -- all while achieving significant
immediate and long-lasting synergies.  We look forward to the
chance to work with the debtors as they develop the plan that they
feel is in the best interests of their stakeholders."

RR Donnelley explained the proposed acquisition price is based on
publicly-available information and our deep knowledge of the
industry.  RRD assumed (i) interim operations in the ordinary
course, (ii) normalized working capital at closing, (iii) the
assets and properties of the Quebecor Debtors (and their Latin
American subsidiaries) are consistent with RRD's business
expectations based on its industry knowledge and review of public
financial information, (iv) the non-debtor subsidiaries are free
of liabilities outside of the ordinary course of business, and (v)
the assets and properties of the Quebecor Debtors will be
transferred to RRD free and clear of all claims and liabilities
(other than ordinary course trade payables, specific contracts
that RRD will ask QWI to assume and assign to RRD, and other
liabilities to be agreed.

There would be no financing condition to the Acquisition.  RRD
said it has sufficient funds to pay the cash portion of the
consideration from cash on hand or availability under the existing
revolving credit facility.

The transaction under the proposed terms would be accretive to RR
Donnelley shareholders after the first 12 months of combined
operations.

The Board of Directors of Quebecor World is currently in the
process of reviewing the terms and conditions of the proposed
transaction together with its financial and legal advisors and
will be discussing it with its major stakeholders.

Quebecor World will be proceeding as scheduled with its Canadian
court hearing on May 14, 2009, with respect to the convening of a
creditors' meeting for the consideration of its proposed plan of
reorganization and compromise under the Companies' Creditors
Arrangement Act and the Canada Business Corporations Act as well
as with its U.S. Bankruptcy Court hearing on May 15, 2009, with
respect to its disclosure statement, as amended, and the voting by
creditors of its U.S. subsidiaries party to the U.S. creditor
protection proceedings on its proposed U.S. plan of
reorganization, as amended.

RR Donnelley first expressed its intent to acquire Quebecor World
on August 11, 2008.  "Although we have not received any response
to our previous proposal, we have continued to follow the
publicly-available information concerning your reorganization
proceedings," RR Donnelley said.

RR Donnelley said it does not require any exclusivity period, no-
shop provisions or expense reimbursement to conduct due diligence
or finalize the terms of the proposed Acquisition.  However, once
the parties execute a definitive asset purchase agreement, RRD
said it will require customary protections for a stalking horse
bidder in light of the value created for the Quebecor Debtors by
its offer, including overbid protections and other bidding
procedures to be agreed, milestones to closing and a termination
right if the milestones are not met, expense reimbursement, and,
in the event the Quebecor Debtors consummate an alternative
transaction, a break-up fee in an amount to be agreed.

RR Donnelley, in the letter, suggested that QWI immediately
identify a working group at the Quebecor Debtors that can work
with RRD and its advisors, Sullivan & Cromwell LLP, and Osler,
Hoskin & Harcourt LLP, to conduct the due diligence process and
finalize the terms of the definitive asset purchase agreement.

Prior to signing a definitive asset purchase agreement, RR
Donnelley requires no expense reimbursement and no deal protection
of any sort.  The Quebecor Debtors would be free to abandon
discussions with RRD at any time (and vice versa).

"We believe that we can progress very quickly to agree upon a
transaction without materially impairing your ability to solicit
approval of the current draft Plans later if for any reason you
decide not to proceed with a transaction with RRD.  We stand ready
to execute a customary confidentiality agreement upon request,"
the letter added.

A full-text copy of RR Donnelley's letter is available at no
charge at http://ResearchArchives.com/t/s?3ccd


                       Quebecor World's Plan

RR Donnelley said it reviewed Quebecor World's draft First Amended
Plan of Reorganization.  The U.S. Court hearing on the approval of
the Disclosure Statement, which will form the basis on which
creditors will vote on the U.S. Plan of Reorganization, is
currently scheduled to be held before the U.S. Bankruptcy Court on
May 15, 2009.

"After reviewing the draft Plans in light of our own valuation of
the relevant companies as stand-alone businesses, we believe that
the proposed transaction set out in this letter is superior for
the Quebecor Debtors and their creditors to the restructuring
proposed by the Plans in their current form," RR Donnelley said.

RR Donnelley, accordingly, has submitted a preliminary indication
of interest to purchase all or substantially all of the assets and
properties of the Quebecor Debtors (including shares of their
Latin American subsidiaries), free and clear of all claims and
interests.  RRD is ready to proceed as quickly as possible to
reducing its proposal to a legally-binding asset purchase
agreement for implementation in a court-approved sale pursuant to
Section 363(b) under the U.S. Bankruptcy Code and accompanying
proceedings under the Companies' Creditors Arrangement Act.
RRD said it would be willing to consummate the Acquisition prior
to or in connection with plan confirmation, as the Debtors
consider in the best interests of the Quebecor Debtors and their
creditors.

                          RRD's Proposal

The key provisions of RR Donelley's proposal are as follows:

   (a) Purchase Consideration.  RRD proposes to pay the Quebecor
       Debtors (in the aggregate):  cash in an amount equal to the
       cash amount contemplated for distribution under the draft
       Plans, which we believe is approximately US$700,000,000;
       plus cash on balance sheet (estimated as of June 30, 2009,
       at $257,000,000 pursuant to the Plans); plus 30 million
       shares of RRD common stock, which represent approximately
       15% of RRD's outstanding shares and have a value of
       US$394,200,000 based on the closing trading price on May
       11, 2009.  RRD common stock is listed for trading on the
       New York Stock Exchange, and the current market
       capitalization of RRD is approximately US$2.7 billion.

       RRD believes the publicly-listed common stock of the pro
       forma combined company will offer attractive investment
       characteristics for current creditors of the Quebecor
       Debtors when compared to the newly-issued securities of a
       stand-alone reorganized company.  In addition to providing
       an attractive valuation and immediate liquidity, for those
       investors that choose to remain stockholders of RRD, our
       proposal offers the opportunity to enjoy the synergies
       involved in the Acquisition and participate in any future
       appreciation of RRD stock as we grow our business around
       the world.  "This is an exciting opportunity and we expect
       that the Acquisition will be accretive to RRD stockholders
       after the first 12 months of combined operations," RRD
       said.

   (b) Valuation Assumptions.  RRD's proposed acquisition price is
       based on publicly-available information and our deep
       knowledge of the industry.  It has assumed (i) interim
       operations in the ordinary course, (ii) normalized working
       capital at closing, (iii) the assets and properties of the
       Quebecor Debtors (and their Latin American subsidiaries)
       are consistent with its business expectations based on its
       industry knowledge and RRD's review of public financial
       information, (iv) the non-debtor subsidiaries are free of
       liabilities outside of the ordinary course of business, and
       (v) the assets and properties of the Quebecor Debtors will
       be transferred to RRD free and clear of all claims and
       liabilities (other than ordinary course trade payables,
       specific contracts that RRD asks the Debtors to assume and
       assign to RRD, and other liabilities to be agreed).

   (c) Financing.  There would be no financing condition to the
       Acquisition.  RRD has sufficient funds to pay the cash
       portion of the consideration from cash on hand and/or
       availability under our existing revolving credit facility.

   (d) Internal Approvals. This proposal has been reviewed at the
       highest levels of RRD and the only further internal
       approval necessary for the execution and delivery of a
       binding asset purchase agreement is the approval of its
       Board of Directors.  No shareholder approval is required.

   (e) Due Diligence.  RRD is prepared to work with the Debtors
       and their respective advisors to proceed as expeditiously
       as possible to complete its business, financial,
       accounting, tax, environmental and legal due diligence
       review, including meetings with QWI's management, and the
       reasonable opportunity to inspect QWI's facilities. With
       access to the right data and personnel, we are confident
       that this work could be completed without material delay.

   (f) Regulatory Matters. The Acquisition will require expiration
       of the applicable waiting period under the U.S. Hart-Scott-
       Rodino Act and under the Competition Act Canada, if
       applicable, approval under the Investment Canada Act and,
       potentially, filings in other jurisdictions.  RRD has done
       considerable work assessing the regulatory issues
       associated with the proposed Acquisition and are confident
       that the proposed Acquisition can be completed in a timely
       manner.

   (g) Competitively Sensitive Information.  RRD is sensitive to
       any concerns that you may have with respect to the
       treatment of competitively sensitive information during the
       due diligence process.  One of the first conversations
       that RRD would like to suggest take place would be between
       its antitrust counsel and QWI's antitrust counsel at
       Sullivan & Cromwell LLP and Osler, Hoskin & Harcourt LLP.
       Their advisors are very familiar with the issues relating
       to conducting diligence for potential strategic
       transactions in this industry and can describe the set of
       safeguards that we would implement to avoid any risk that
       information is shared inappropriately.

   (h) Structure and Documentation. The purchaser would be one or
       more wholly-owned subsidiaries of RRD.  There would be no
       other investors or sources of capital or financing for the
       Acquisition.

   (i) Stalking Horse Protections.  RRD does not require any
       exclusivity period, no-shop provisions or expense
       reimbursement to conduct due diligence or finalize the
       terms of the proposed Acquisition.  However, once it
       executes a definitive asset purchase agreement, RRD will
       require customary protections for a stalking horse bidder
       in light of the value created for the Quebecor Debtors by
       its offer, including overbid protections and other bidding
       procedures to be agreed, milestones to closing and a
       termination right if the milestones are not met, expense
       reimbursement, and, in the event the Quebecor Debtors
       consummate an alternative transaction, a break-up fee in an
       amount to be agreed.

RRD's advisors are Sullivan & Cromwell LLP, and Osler, Hoskin &
Harcourt LLP.

                         About RR Donnelley

RR Donnelley (NYSE: RRD) -- http://www.rrdonnelley.com/-- is a
full-service provider of print and related services, including
business process outsourcing.  Founded more than 144 years ago,
the company provides products and solutions in commercial
printing, direct mail, financial printing, print fulfillment,
labels, forms, logistics, call centers, transactional print-and-
mail, print management, online services, digital photography,
color services, and content and database management to customers
in the publishing, healthcare, advertising, retail, technology,
financial services and many other industries.  The largest
companies in the world and others rely on RR Donnelley's scale,
scope and insight through a comprehensive range of online tools,
variable printing services and market-specific solutions.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


RANDA LUGGAGE: Files Ch. 11 in Delaware, Seeks Asset Sale
---------------------------------------------------------
According to Bloomberg's Bill Rochelle, Randa Luggage Inc., filed
a Chapter 11 petition yesterday in Delaware for what it called a
"prompt sale" of assets to the first-lien lender, Adnar Finance
LLC.  Randa says it was forced to use bankruptcy for selling the
assets as a result of lower consumer spending and reductions in
travel. Sales in 2008 were $56 million.

Adnar will provide provide $16 million in financing to fund
Randa's Chapter 11 case.  Adnar is already owed $23 million on the
first-lien financing, while another $16.9 million is outstanding
on second-lien debt.  Trade suppliers and unsecured creditors are
owed less than $1 million.  Assets on the filing date include $5.2
million cash and inventory with a book value of $12 million.

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).


RECORDANT INC: Former Exec. May Restart Operations Under New Name
-----------------------------------------------------------------
Recordant Inc. could restart operations four months after filing
for Chapter 7 under a different name, Atlanta Business Chronicle
reports.

Dow Jones VentureWire's Venture Capital Dispatch relates that
former Recordant sales vice president Marc Wallenstein bought the
Company's patents, software, and trademarks at a bankruptcy
auction in April 2009 for $1,000.  Recordant, says the report,
raised about $12 million for the sale of its assets, which include
technologies that record and analyze interactions between
salespeople and customers.

Venture Capital Dispatch states that Mr. Wallenstein wants to
restart Recordant under a different name and with a different
business plan, using certain parts of its intellectual property.

Alpharetta-based Recordant Inc. focused on retail, automotive,
banking and hospitality industries.  The Company filed for
Chapter 7 bankruptcy protection in February 2009.  The Company
listed assets of up to $500,000 and debts of up to $10 million.


RETAIL PRO: Sale of All Assets to Secured Lenders Approved
----------------------------------------------------------
Retail Pro Inc. has sold its assets to secured creditors Laurus
Master Fund Ltd. and Midsummer Investment Ltd., which together are
owed $19.6 million.  The U.S. Bankruptcy Court for the District of
Delaware has authorized the sale to Laurus/Midsummer for $400,000
in cash plus a credit bid using their secured claims.

Retail Pro delayed the auction but still did not receive competing
bids for its assets.

Laurus previously filed a document with the Bankruptcy Court to
state that it had encouraged interested parties to make a bid in
the bankruptcy sale process.  Laurus clarified that it had not
barred any party from conducting due diligence or from bidding on
the Debtors' assets.  While it has 5.1% of the common stock of
Retail Pro, it noted that it does not have any representative on
the board and it has not exercised any control over the Debtors.

3Q Holdings Limited filed a "preliminary objection" to the
proposed sale, citing that in the event Laurus, which is
submitting a credit bid, is the only bidder or the winning bidder
at the auction, the hearing should be adjourned to allow the Court
the ability to adjudicate 3Q's interests.

3Q asserts certain claims against Laurus in connection with a pre-
bankruptcy sale of Retail Pro's former division.  3Q says it does
not object to the continuance of the sale process, or the closing
on a sale that offers cash consideration to the estates that is
sufficient to accomplish the return of 3Q's property after its
rights are adjudicated by the Court.

                         About Retail Pro

Based in La Jolla, California, Retail Pro Inc. --
http://www.retailpro.com-- operates a chain of retail stores.
The Company and three of its affiliates filed for Chapter 11
protection on January 10, 2009 (Bankr. D. Del. Lead Case No.
09-10087).  Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl Young & Jones, represent the Debtors in
their restructuring efforts.  The Debtor proposed View Partners
Capital LLC as their investment banker and Kurtzman Carson
Consultants LLC as their notice, claims and solicitation agent.
As of November 30, 2008, the Debtors have $24,652,353 in total
assets and $28,867,462 in total debts.


RH DONNELLEY: Continues Talks With Bondholders and Agent Banks
--------------------------------------------------------------
R.H. Donnelley said it is continuing discussions with ad hoc
steering committees representing its bondholders and bank lenders
about a potential debt restructuring plan.

In connection with such discussions, the company is seeking
forbearance from certain of its bondholders and bank lenders with
respect to the consequences of the expiration of the 30-day grace
period relating to a $55 million interest payment on one series of
the company's senior unsecured notes.  The relevant interest
payment was due April 15, 2009 and the 30-day grace period for
such payment expires on May 15, 2009.  Expiration of the 30-day
grace period without making the interest payment would constitute
an event of default under that series of notes and could
potentially constitute an event of default under other debt
obligations of the company or its subsidiaries.

While the company currently expects to obtain forbearance
agreements from certain of its bondholders and the requisite bank
lenders under the company's and its subsidiaries' applicable debt
agreements, it can give no assurances that it will be successful
in doing so or as to the scope and breadth of any such forbearance
agreement obtained.

While the company remains optimistic that it will be successful in
its discussions with the ad hoc steering committees, there can be
no guarantee of that outcome.

                       Going Concern Doubt

KPMG LLP, the Company's independent auditor, in March 2009, raised
substantial doubt on the Company's ability to continue as a going
concern.  "The Company has significant amounts of maturing debt
which it may be unable to satisfy commencing March 31, 2010,
significant negative impacts on operating results and cash flows
from the overall downturn in the global economy and higher
customer attrition, and possible debt covenant violations in 2009
that raise substantial doubt about its ability to continue as a
going concern," KPMG said in its March 27 report.

R.H. Donnelley reported a net loss of $2.29 billion for the year
ended December 31, 2008, on net revenues of $2.61 billion.  As of
December 31, the Company had $11.8 billion in total assets and
$12.3 billion in total liabilities, resulting in $493.3 million in
shareholders' deficit.

                       About R.H. Donnelley

Headquartered in Cary, North Carolina, R.H. Donnelley Corp., fka
The Dun & Bradstreet Corp., -- http://www.rhdonnelley.com/--
(NYSE: RHD) publishes and distributes print and online directories
in the U.S.  It offers print directory advertising products, such
as yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

                          *     *     *

As reported by the Troubled Company Reporter on April 20, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating for R.H. Donnelley Corp. to 'D' from 'CCC+'.  In addition,
the issue-level rating on RHD's $1.23 billion 8.875% series A-4
senior notes was lowered to 'D' from 'CCC-'.  All other issue-
level ratings at RHD were lowered to 'C' from 'CCC-'.

According to the TCR on February 11, 2009, Moody's Investors
Service downgraded R.H. Donnelley's Corporate Family Rating to
Caa1 and its Probability of Default Rating to Caa2, prompted by
concerns that the company may determine that a complete debt
restructuring represents the best alternative of addressing its
currently challenged capital structure.


RICARDO M SANCHEZ: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ricardo Manuel Sanchez
        2614 Richland Avenue
        San Jose, CA 95125

Bankruptcy Case No.: 09-53613

Chapter 11 Petition Date: May 12, 2009

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

Debtor's Counsel: Shawn R. Parr, Esq.
                  Parr Law Group, PC
                  1625 The Alameda #101
                  San Jose, CA 95125
                  Tel: (408) 267-4500
                  Email: shawn@parrlawgroup.com

Total Assets: $3,682,500

Total Debts: $4,950,025

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

          http://bankrupt.com/misc/canb09-53613.pdf

The petition was signed by Mr. Sanchez.


RIVER WOODS: Files Chapter 11 Petition in Boise
-----------------------------------------------
River Woods LLC filed a Chapter 11 petition May 11 in Boise,
Idaho, according to Bloomberg's Bill Rochelle.

The petition listed debt totaling $16 million, with almost
all owed to the Federal Deposit Insurance Corp. as receiver for
Silver State Bank.

Riverwoods is the developer of a riverfront property in Cascade,
Idaho, with 120 residential lots. The project is some 80 miles
from Boise. So far, 72 lots were developed, court papers say.
The property was listed with a value of $12 million.


ROSIE T.: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Rosie T., LLC
        1745 E. Skyline Drive
        Tucson, AZ 85718

Bankruptcy Case No.: 09-10039

Chapter 11 Petition Date: May 11, 2009

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  110 S Church Ave #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  Email: eric@ericslocumsparkspc.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Victor Elias Trujillo, member of the
Company.


S&K FAMOUS: Court Okays Sale Process, Hilco as Lead Bidder
----------------------------------------------------------
Louis Llovio at Richmond Times-Dispatch reports that the U.S.
Bankruptcy Court for the Eastern District of Virginia has approved
the sale of S&K Famous Brands Inc., after the Company's chief
restructuring officer, Jonathan Tibus, said that the retailer
could be out of money by the middle of June.

S&K Famous has less than $1 million on hand, and without some kind
of monetary infusion, "we'll run out of cash sometime next month,"
Times-Dispatch states, citing Mr. Tibus.

According to Times-Dispatch, S&K Famous has a deal with Hilco
Merchant Resources LLC -- the stalking-horse bidder -- that
guarantees the Company some $7.9 million for selling off its
assets, including the merchandise and fixtures at its remaining
105 stores.

Times-Dispatch relates that interested bidders have until Friday
to submit offers.  There will be an auction next Tuesday if a
higher bid is made, says Times-Dispatch.  The parties, according
to the report, will come back to court next Wednesday for a sales
hearing.

Headquartered in Glen Allen, Virginia, S & K Famous Brands, Inc. -
- http://www.skmenswear.com/-- sells men's swimwear.  The Debtor
filed for Chapter 11 protection on February 9, 2009 (Bank. E.D.
Va. Case No. 09-30805).  Lynn L. Tavenner, Esq., Paula S. Beran,
Esq., at Tavenner & Beran, PLC and McGuireWoods LLP represent the
Debtor in its restructuring efforts.  Its financial advisor is
Alvarez & Marsal North America LLC.  The Debtor's DIP Lender is
Wells Fargo Retail Finance LLC as administrative and collateral
agent.   The Debtor listed total assets of $41,440,100 and total
debts of $35,499,00.


SHEARIN FAMILY: Litigating With Unit Purchasers Over Status
-----------------------------------------------------------
Bloomberg's Bill Rochelle reports that Shearin Family Investments
LLC is litigating with two groups of purchasers who paid in full
for condominium units.  These purchasers assert that they should
be treated as secured creditors in Shearin Family's proposed
Chapter 11 plan.  The buyers say the money they paid for the
condominium units is a "constructive trust", thus giving them the
status of secured creditors.  Shearin Family insists that they
should be treated as unsecured creditors.

The outcome of the dispute will determine the recovery by the
buyers.  The plan submitted to the Court offers to pay secured
claims in full while unsecured claims will only have a recovery of
less than 1%.

As reported by the Troubled Company Reporter on February 17,
Shearin filed a plan of reorganization that contemplates its
reorganization and the satisfaction of creditor claims from
income.

Construction of the Company's main asset, the Nautical Club
project, will be financed with postpetition financing in the
amount of $8,000,000 from RBC Real Estate Finance.  This loan will
be secured by a first priority deed of trust on the Nautical Club
property, and a junior deed of trust on the Debtor's remaining
real property.

General unsecured claims total $11,550,876.  The Debtor proposes
to pay the unsecured creditors 5% of the net proceeds, after the
payment of closing costs and RBC's release prices, from the sale
of Nautical Club condominium payments, up to a maximum of
$100,000.  Payments will be distributed pro rata to holders of
allowed general unsecured claims.

The Debtor will treat the claims of RBC, Wachovia, ECB, Southern
Bank, John Hamad, and Samer and Sumer Hamad as fully secured, with
payments to be made from proceeds of the sale of the Debtor's
property.

A portion of the claims of Centurion Construction will be paid
from RBC's post-petition financing, and the remainder will be
treated as a general unsecured claim.

The Debtor will pay the administrative costs in full within 10
days of the Plan's Effective Date or upon other mutually
acceptable terms as the parties may agree.  The claims remaining
unpaid 10 days following the Effective Date will accrue interest
at a rate of 8% p.a.

All ad valorem taxes will be paid over a period of five years, in
monthly installments, with interest at an annual rate of 5%,
beginning on the fifteenth days of the first full month following
the Plan's Effective Date.

Any and all priority taxes due and owing to the Internal Revenue
Service, N.C. Department of Revenue, or any other county or city
taxing authority shall be paid over a period of five years in
monthly installments with interest at an annual rate equal to the
statutory rate as of the Plan's Effective Date, currently five
percent (5%), beginning on the fifteenth day of the first full
month following the Effective Date.

The Debtor has assumed the executory contract with Summer Winds
Condominiums, Inc., for the construction of a joint wastewater
treatment plant.

The Debtors will also investigate and pursue avoidance actions
pursuant to Sections 547 and 548 of the Bankruptcy Code.  Any
funds collected through such actions will be distributed in
accordance with the priorities established by the Bankruptcy Code
and Orders of the Court.

              Classification and Treatment of Claims

The Plan segregates claims against the Debtor and treatment for
each class of claims into 11 classes:

   Class          Description                    Treatment
   -----          -----------                    ---------
     1       Administrative Costs                Impaired

     2       Ad Valorem Taxes                    Impaired

     3       Tax Claims                          Impaired

     4       RBC Real Estate Finance ("RBC")     Impaired

     5       East Carolina Bank ("ECB")          Impaired

     6       Southern Bank & Trust Company       Impaired

     7       Wachovia Bank                       Impaired

     8       Samer Hamad                         Impaired

     9       John Hamad                          Impaired

    10       Centurion                           Impaired

    11       General Unsecured Claims            Impaired

All creditors holding allowed claims are entitled to vote to
accept or reject the Plan of Reorganization.  In the event that
any class of creditors rejects the Plan, the Debtor intends to
seek confirmation under the "cramdown" provisions under
Sec. 1129(b) of the Bankruptcy Code.

A full-text copy of the Debtor's Chapter 11 Plan of
Reorganization, dated Feb. 11, 2009, is available at:

     http://bankrupt.com/misc/ShearinFamilyChapter11Plan.pdf

A full-text copy of the Debtor's Disclosure Statement, dated
Feb. 11, 2009, in support of its Chapter 11 Plan of Reorganization
is available at:

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

Based in Rocky Mount, North Carolina, Shearin Family Investments,
LLC owns and operates a condominium resort in Carteret County, in
North Carolina.  The company filed for Chapter 11 relief on
Oct. 13, 2008 (Bankr. E.D. N.C. Case No. 08-07082).  Amy M. Faber,
Esq., at Stubbs & Perdue, P.A., and Trawick H. Stubbs, Jr., Esq.,
at Stubbs & Perdue, P.A., represent the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets of $46,327,546 and debts of $49,260,007.


SMURFIT-STONE: Reports $214MM Loss, to Reduce Headcount in 2009
---------------------------------------------------------------
Smurfit-Stone Container Corp. reported a net loss of $214 million
on net sales of $1.37 billion for three months ended March 31,
2009, compared with a net loss of $13 million on net sales of
$1,795 billion during the same period last year.  It incurred an
operating loss of $6 million for the first quarter this year
compared with a $20 million operating income during the same
period in 2008.

Smurfit-Stone disclosed $5.081 billion in assets on $6.675 billion
of liabilities as of March 31, 2009.

Smurfit-Stone has obtained DIP financing to fund its bankruptcy
cases in the U.S. and Canada.  The DIP Credit Agreement, as
amended, provides for borrowings up to an aggregate committed
amount of $750 million, consisting of a $400 million U.S. term
loan for borrowings by Smurfit-Stone Container Enterprises, Inc.;
a $35 million Canadian term loan for borrowings by Smurfit-Stone
Container Canada Inc.; a $250 million U.S. revolving loan for
borrowings by SSCE and/or SSC Canada; and a $65 million Canadian
revolving loan for borrowings by SSCE and/or SSC Canada.  The
outstanding principal amount of the loans under the DIP Credit
Agreement, plus interest accrued and unpaid, will be due and
payable in full at maturity, which is January 28, 2010; provided,
that the maturity date may be extended through April 28, 2010, and
subsequently through July 28, 2010 upon the satisfaction of
certain conditions precedent (including the payment of specified
fees).

The Company has the exclusive right for 120 days after the filing
of the Chapter 11 Petition and Canadian Petition on January 26,
2009, to file a plan of reorganization.  The Company will likely
file one or more motions to request extensions of this exclusivity
period, which are routinely granted up to 18 months in bankruptcy
cases of this size and complexity.

The Company's ability to continue as a going concern is dependent
on market conditions and its ability to improve profitability,
obtain alternative financing to replace the DIP Credit Agreement
and pre-petition Credit Agreement and restructure its obligations
in a manner that allows it to obtain confirmation of a plan of
reorganization by the Bankruptcy Courts.

In order to improve profitability, management is taking actions to
further reduce corporate and operational expenses and is
continuing to align manufacturing capacity to meet market demands
and standardize manufacturing processes throughout all operations.
These actions will result in the closure of additional
manufacturing facilities and reductions in headcount during 2009.

A full-text copy of the Form 10-Q is available for free at:

           http://researcharchives.com/t/s?3ccb

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: Court Extends Lease Decision, Removal Deadlines
--------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware granted the request of Smurfit-Stone
Container Corp. and extended the Debtors' May 26, 2009 deadline to
assume or reject non-residential real property leases by 90 days.
The new lease decision deadline is August 24, 2009.

The Court in a separate order, extended the Debtors' deadline
within which they may file notices of removal of claims and causes
of action pursuant to Section 1452 of the Bankruptcy Code and Rule
9027 of the Federal Rules of Bankruptcy Procedure by 120 days,
through and including August 24, 2009.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
said that, on the Petition Date, the Debtors were parties to
approximately 130 Real Property Leases that must be assumed or
rejected prior to expiration of the Assumption/Rejection Period.

An extension of the Assumption/Rejection Period is consistent with
the rehabilitative goals of the Bankruptcy Code and will not
unduly prejudice any of the counterparties to the Real Property
Leases, Mr. Conlan said.  He noted that the Debtors are current on
all of their postpetition obligations under the Real Property
Leases.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: PwC Bills $1.6MM for 5-Week's Work
-------------------------------------------------
Two professionals employed in the bankruptcy cases of Smurfit-
Stone Container Corp. and its affiliates, filed applications for
allowance of fees and reimbursement of expenses:

   Professional             Period          Fees      Expenses
   ------------             ------       ----------   --------
   PricewaterhouseCoopers   Jan. 26 to   $1,607,831    $83,484
   LLP                      Feb. 2009

   Young Conaway            Jan. 26 to      108,646     23,145
   Stargatt & Taylor        Feb. 2009
   LLP
                            Mar. 2009        47,040      6,304

Members of the Official Committee of Unsecured Creditors also
asked for reimbursement of expenses aggregating $3,006 incurred
from February 4, 2009, through March 4:

   Committee Member     Institution Representative  Amount
   ---------------      --------------------------  ------
   UM Ban, N.A.             Mark Heer                 $502

   AEGON USA Investment     James H. Rich              936
   Management

   Voith Paper Fabrics      Robert Gallo             1,094
   US Sales Inc.

   Voith Holding Inc.       Stephane S. Vincent        472
                                                    ------
   TOTAL                                            $3,006
                                                    ======

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Seeks 4-Month Extension of Exclusive Periods
-----------------------------------------------------------
Under Section 1121 of the Bankruptcy Code, Smurfit-Stone Container
Corp. and its affiliates have the exclusive right to file a plan
or plans of reorganization within the initial 120-day period after
the Petition Date.  Furthermore, the Debtors have the exclusive
right during the 180-day period after the Petition Date to solicit
and obtain acceptances of that plan.

However, Section 1121(d) of the Bankruptcy Code permits the
bankruptcy court to extend the Exclusive Periods "for cause" but
not beyond 18 months after the date of the court's order.

The Debtors' Exclusive Plan Filing Period is set to expire on
May 26, 2009, and their Plan Solicitation Period will expire on
July 25, 2009.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to extend the Exclusive Plan Filing Period by
120 days, through and including September 23, 2009, and the
Exclusive Solicitation Period for 120 days, through and including
November 23, 2009.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
relates that the Debtors have been operating under Chapter 11
protection for just over three months but have made significant
progress in stabilizing their business operations.  At the same
time, the Debtors and their professionals have also made
significant efforts to ensure that the Chapter 11 cases are
efficiently administered, Mr. Conlan adds.  He points out that the
Debtors have:

   (i) obtained significant "first day" and other relief;

  (ii) obtained final approval of a debtor-in-possession
       financing facility of up to $750 million and reached
       agreements on the consensual use of cash collateral;

(iii) worked diligently to stabilize their operations in a very
       difficult and uncertain economic environment while
       minimizing the disruption to their businesses as they
       transitioned into Chapter 11;

  (iv) conducted meetings with and provided substantial
       information to key creditor constituencies, including the
       Official Committee of Unsecured Creditors;

   (v) coordinated with the Debtors' affiliates in Canada,
       Canadian professionals and the Canadian Court regarding
       the CCAA proceedings and the implementation of a cross-
       border insolvency protocol;

  (vi) prepared and filed schedules of assets and liabilities and
       statements of financial affairs for 25 individual Debtors
       and complied with all applicable reporting requirements
       under the Bankruptcy Code and the Federal Rules of
       Bankruptcy Procedure;

(vii) addressed cash management matters and continued to work
       toward satisfying the requirements of Section 345 of the
       Bankruptcy Code;

(viii) with the Committee's consent and support, obtained
       authorization to implement their severance plan and a
       short-term and long-term incentive plan for certain of
       their employees;

  (ix) undertaken an analysis of executory contracts and leases,
       filed six motions seeking authority to reject certain
       executory contracts and unexpired leases, and obtained
       the Court's approval to reject more than 30 unexpired
       real property leases and more than 100 executory contracts
       and leases of personal property;

   (x) obtained an order approving procedures for the disposition
       of certain de minimis assets, and executed approximately
       10 sales; and

  (xi) worked diligently to identify potential cost savings that
       will assist in the development of a "go forward" business
       plan that will form the basis for a plan of
       reorganization.

Mr. Conlan emphasizes that the Debtors' extension request is
warranted because their Chapter 11 cases are large and complex
and consists of 25 individual Debtors operating one of the
leading paperboard and paper-based packaging manufacturers in
North America, with significant cross-border operations and a
complex capital structure.  He notes that the Debtors have
focused substantial time and effort to stabilize their operations
in a very difficult and uncertain economic environment while also
ensuring a smooth transition into Chapter 11 and have also spent
considerable time and expended extensive resources coordinating
with the Cross-Border Debtors, Canadian professionals and the
Canadian Court regarding the CCAA proceedings and the
implementation of a cross-border insolvency protocol.

Mr. Conlan explains that the Debtors are now engaged in the
process of analyzing their business operations, the beginning of
a process to develop the long-term business plan that will be
necessary for the formulation of a plan of reorganization.  He
says that once substantial progress is made on the strategic
initiatives, and a business plan has been finalized, the Debtors
will be in a position to commence substantive negotiations with
their major creditor constituencies respecting a Chapter 11 plan.
Accordingly, the requested extension of the Exclusive Periods
will allow the process to continue in an orderly fashion, he
contends.

Furthermore, Mr. Conlan argues that termination of the Exclusive
Periods would adversely impact the Debtors' business operations
and progress because if the Court were to deny the Debtors'
request, any party-in-interest would be free to propose a plan of
reorganization for each of the Debtors which would deny the
Debtors a fair opportunity to formulate and negotiate a
confirmable plan of reorganization.

"Such a result would not advance the rehabilitative objectives of
the Chapter 11 process, but would instead thwart those
objectives," Mr. Conlan points out.

Mr. Conlan notes that several contingencies exist in the Debtors'
Chapter 11 cases, providing additional justification for
extending the Exclusive Periods at an early juncture.  For
example, the Debtors have not yet:

   * established claims bar dates;

   * completed their review of unexpired leases and executory
     contracts;

   * considered all potential dispositions of the Debtors'
     assets; or

   * fully analyzed and implemented potential restructuring
     initiatives across the Debtors' lines of business.

Only after the Debtors have fully addressed these and other
strategic issues will the Debtors be in a position to formulate a
viable plan of reorganization, Mr. Conlan submits.

The Debtors note that, under all of the relevant facts and
circumstances, an extension of the Exclusive Periods will not
prejudice the legitimate interests of any creditor but will
provide the Debtors with a meaningful and reasonable opportunity
to negotiate with creditors and propose and confirm a plan of
reorganization.

For these reasons, the Debtors submit that ample cause exists to
extend the Exclusive Periods.

Judge Brendan Linehan Shannon will convene a hearing on May 20,
2009, at 2:00 p.m., to consider the Debtors' request.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Seeks to Employ Grubb & Ellis as Real Estate Broker
------------------------------------------------------------------
Smurfit-Stone Container Corp. and its affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Grubb & Ellis as their real estate broker in connection
with matters related to the sale, lease, acquisition, or
renegotiation of existing leases for the Debtors' manufacturing
real estate assets throughout the United States and Canada, nunc
pro tunc to February 27, 2009.

Grubb & Ellis is one of the largest real estate services and
investment companies worldwide with more than 130 owned and
affiliated offices.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, relates that Grubb & Ellis has extensive experience
helping corporate clients with integrated real estate solutions,
including, but not limited to, transactional, management,
consulting and advisory services, and the renegotiation of
existing leases as supported by proprietary market research and
extensive local market expertise.

Mr. Conlan reveals that the Debtors engaged Grubb & Ellis in
March of 2007 as their exclusive agent for all real property
transactions and since that time, Grubb & Ellis' professionals
have worked closely with the Debtors' management team and the
Debtors' other professionals.  Accordingly, Grubb & Ellis has
become well acquainted with the Debtors' business operations.

In light of the size of the Debtors' Chapter 11 cases, they
require the services of a seasoned and experienced real estate
broker, and one that is familiar with their business operations
and the Chapter 11 process, Mr. Conlan submits.

Specifically, the Debtors need Grubb & Ellis to perform
commercial real estate brokerage and consulting services relating
to:

   * acquisitions, including, without limitation, lease
     acquisitions, lease renewals/renegotiations and property
     sales, pursuant to a process involving market studies, RFP
     solicitations and evaluation and leases and contract
     negotiations;

   * dispositions, including, without limitation, subleases,
     sale/leasebacks, lease buyouts and property sales, pursuant
     to a process involving market studies, RFP so1icitations,
     evaluation and lease/sublease/contract negotiations,
     including, without limitation, these specific services:

        (a) preparation of marketing plans;

        (b) preparation of broker's opinion of value;

        (c) copying, management and tabulation of information
            pertaining to the Debtors' properties, including
            information from the Debtors' existing paper property
            files, in paper and electronic form, on databases and
            software programs providing direct access by the
            Debtors;

        (d) provision of written quarterly status reports; and

        (e) preparation of marketing strategies and timelines.

The Debtors will pay Grubb & Ellis a commission in accordance
with the customary prevailing rates in the market where the
specific property is located.  However, all commissions received
by Grubb & Ellis will be capped at eight percent of the total
value of the acquisition, lease extension, renegotiation, or
sale.  In addition, if Grubb & Ellis receives a commission above
a certain threshold amount, the Debtors will be entitled to
certain service credits equal to 25% of any commission in excess
of $10,000 received by Grubb & Ellis for representing the Debtors
in connection with any acquisition or sale transaction.

The Service Credits, however, are not redeemable for cash and are
non-transferable, except to another Debtor or non-debtor
affiliate of the Debtors.  In the event of a renegotiation of an
existing lease, Grubb & Ellis will be paid a fee equal to eight
percent of the aggregate savings realized by the Debtors as a
result of the lease renegotiation.

Grubb & Ellis will indemnify and hold the Debtors harmless from
and against any claim, actions, demands, damages or expenses,
including court costs and reasonable attorneys fees; to the
extent arising out of the actions or dealings of Grubb & Ellis'
personnel and directly or indirectly out of:

   (a) any claim for commission in connection with any
       acquisition or disposition with respect to which Grubb &
       Ellis provided services;

   (b) any claim of fraud, or negligent or intentional
       misrepresentation;

   (c) any negligence of Grubb & Ellis' personnel; or

   (d) any claim for commission by any co-broker or permitted
       sub-agent.

Shawn Mobley, executive vice president and managing director of
Grubb & Ellis, assures the Court that his firm does not hold or
represent any interest adverse to the Debtors' estates, and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Seeks to Enter Into Zurich Insurance Agreement
-------------------------------------------------------------
Smurfit-Stone Container Corp. and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to enter into new insurance agreements with Zurich
American Insurance Company.

In the ordinary course of their businesses, the Debtors maintain a
variety of insurance programs and policies that provide them with
coverage for potential liabilities associated with various aspects
of their operations.  One of the providers of the Debtors'
insurance programs is Zurich.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
discloses that the applicable Zurich policies generally covered:

   -- injuries to the public and damage to property of others
      arising out of the Debtors' premises or operations or
      products manufactured or sold.  The coverage is applicable
      in the U.S. and Canada;

   -- benefits to injured employees, including employers'
      liability coverage, which protected the Debtors from
      liability resulting from job-related bodily injury,
      sickness or disease.  The coverage was applicable only in
      the U.S.;

   -- injury or damage to third parties resulting from (a) the
      ownership, maintenance or use of an owned, rented or leased
      automobile, or (b) an employee-owned automobile used during
      business.  The coverage was applicable in the U.S. and
      Canada.

According to Mr. Conlan, the Policies generally obligate the
Debtors to pay a deductible with respect to most of the claims
covered and that the obligations are secured by collateral
provided by the Debtors to Zurich.  He adds that the collateral
requirements under a particular policy remain in place after the
applicable policy period ends because claims covered by the
policy continue to be brought after the policy period has ended.

As of the Petition Date, Zurich was holding approximately
$21,500,000 of collateral in the form of a letter of credit
securing the Debtors' deductible-related obligations under
Policies in 2002 to 2009, Mr. Conlan further discloses.

The Debtors' most recent Policies were set to expire by their
terms on April 1, 2009, Mr. Conlan relates.  However, he notes
that Zurich and the Debtors agreed to a 30-day extension which
continued the coverage through May 1, 2009.  During the Extension
Period and thereafter, the Parties negotiated, and ultimately
agreed to, the terms of new general liability, workers
compensation and automobile liability insurance policies with
policy periods from May 1, 2009, to April 1, 2010.

Mr. Conlan contends that maintenance of adequate third-party
general liability, workers compensation and automobile liability
insurance is of paramount importance to the Debtors and
constitutes a reasonable exercise of the Debtors' business
judgment.  He explains that the New Policies Agreement is
essential for preserving the value of the Debtors' assets and
estates, and is required by various regulations, laws and
contracts that govern the Debtors' business operations.

If the Debtors were not permitted to enter into the New Policies
Agreement, they would risk violating certain state and local laws
and regulations and would face increased exposure to liabilities
that otherwise would have been payable by Zurich under the New
Policies Agreement, Mr. Conlan argues.

Although the entry into the New Policies Agreement would be
within the ordinary course of the Debtors' businesses, Mr. Conlan
says that the Debtors have filed a motion out of an abundance of
caution, and because Zurich has asked the Debtors to obtain Court
authorization.

                    The New Policies Agreement

The key terms of the New Policies Agreement between the Debtors
and Zurich include:

   (a) General Liability Coverage in U.S. -- The deductible is
       $2,500,000, so Zurich insures the Debtors for claims up to
       the policy limits of $2,500,000 for each occurrence and
       $2,500,000 in the aggregate, but the Debtors reimburse
       Zurich for all the claims.  The applicable premium is
       $3,017.

   (b) General Liability Coverage in Canada -- The self-insured
       retention/deductible is $2,500,000, so the Debtors pay
       directly up to $2,000,000 for every claim before Zurich
       responds to the loss.  Zurich insures the Debtors for
       $500,000 in excess of the $2,000,000, but the Debtors
       reimburse Zurich for all claims within the limit.  The
       applicable premium is $1,500.

   (c) Workers' Compensation.

       * Excess coverage for states where self-insured:

            a. Generally, there is a $1,500,000 self-insured
               retention and the Debtors are obligated to pay
               directly up to $1,500,000 for every workers'
               compensation claim before Zurich responds to the
               loss.

            b. $500,000 self-insured retention for employers'
               liability claims and the Debtors are obligated to
               pay up to $500,000 for every claim before Zurich
               responds to the loss.  The employers' liability
               limit is $500,000 in excess of the self-insured
               retention.

            c. $393,455 premium.

       * Coverage for states where not self-insured:

            a. All workers' compensation claims are covered, but
               the Debtors reimburse Zurich for the first
               $1,500,000 of every claim.

            b. Employers' liability claims are covered up to
               $1,000,000, but the Debtors reimburse Zurich for
               up to $1,000,000.

            c. $350,415 premium.

       * Retrospective rating program:

            a. All workers' compensation claims are covered, but
               the Debtors reimburse Zurich for the first
               $1,500,000 of every claim.

            b. Employers' liability claims are covered up to
               $1,000,000, but the Debtors reimburse Zurich for
               up to $1,000,000.

            c. $10,607 premium.

       * Premium Adjustment -- The workers' compensation premium
         amounts are adjusted at the end of the term of the New
         Policies Agreement based on actual payroll amounts
         during the term.

   (d) Automobile Liability Coverage in U.S. -- The deductible is
       $2,000,000.  Zurich insures the Debtors for claims up to
       $3,000,000, but the Debtors reimburse Zurich for the first
       $2,000,000 of each claim.  The estimated premium is
       $44,779.

   (e) Automobile Liability Coverage in Canada -- The deductible
       is $2,000,000.  Zurich insures the Debtors for claims up
       to $3,000,000, but the Debtors reimburse Zurich for the
       first $2,000,000 of each claim.  The estimated premium is
       $13,440.

   (f) Collateral Obligations -- The $21,500,000 of collateral
       currently held by Zurich will be increased per the terms
       of the New Policies Agreement to $25,416,000.  Of the
       amount, $7,045,000 relates to the Debtors' reimbursement
       obligations to Zurich for the 5/1/09 - 4/1/10 policy term.
       The portion of the collateral may be adjusted from time to
       time, but no earlier than September 30, 2010

   (g) Failure to Meet Deductible Obligations -- If the Debtors
       fail to meet deductible obligations, Zurich can cancel the
       policies without obtaining relief from the automatic stay.

   (h) Affirmation of Obligations Under 2002-09 Policies -- The
       Debtors are affirming their remaining obligations under
       the 2002-09 Policies, which are comprised almost entirely
       of the collateral and deductible-related obligations.

A full-text copy of the New Policies Agreement is available for
free at http://bankrupt.com/misc/SmurfNewPolicy.pdf

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Sets 2009 Incentive Program; Union Hits Bonuses
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Smurfit-Stone Container Corp. and its affiliates to continue its
performance-based short-term and long-term incentive plans
beginning in 2009.

In a regulatory filing with the Securities and Exchange Commission
dated May 4, 2009, Craig A. Hunt, the Debtors' senior vice
president, secretary, and general counsel, disclosed that annual
and semi-annual performance targets under the 2009 Management
Incentive Program have been established for the year ending
December 31, 2009, including a threshold level of performance
below which no award payment will be made, levels of performance
at which specified percentages of the target award will be paid,
and a maximum level of performance above which no additional award
will be paid.

On April 28, 2009, Mr. Hunt relates, the Compensation Committee
established 2009 MIP performance objectives for certain of the
Debtors' executive officers consistent with the parameters
established by the 2009 MIP and the Court's Order and based on
target awards:

   Officer                                    Target
   -------                                    ------
   Patrick J. Moore                            125%
   Chairman & Chief Executive Officer

   Steven J. Klinger                           125%
   President and Chief Operating Officer

   Charles A. Hinrichs                          80%
   Senior Vice President and
   Chief Financial Officer

   Craig A. Hunt                               100%
   Senior Vice President,
   Secretary and General Counsel

   Steven C. Strickland                        100%
   Senior Vice President of
   Container Operations

A copy of the report submitted by the Debtors to the SEC is
available for free at http://tinyurl.com/q8duxj

            Union Outraged at $47-Mil. Bonus for Execs

Forestry workers across Canada expressed outrage that the Company
has awarded its executives with $47 million in bonuses.

"It's totally obscene and scandalous," Dave Coles, President of
the Communications, Energy and Paperworkers Union of Canada, said
in a statement on April 28.  "Instead of protecting the jobs and
pensions of those who have toiled over the years to make them
profitable, the company's credo is 'take the money and run.'"

"Workers from coast to coast have done more than their fair share
to help companies survive this financial crisis," added Mr. Coles.
And now, Smurfit-Stone, currently under bankruptcy protection for
financial reasons, hands out $47-million dollars in executive
bonuses. Our members are outraged."

"Members at the Smurfit-Stone mill in Portage-du-Fort, Quebec, for
example, have twice agreed to negotiate cost-saving measures in
the order of several million dollars.  But the company ended up
closing its doors last fall.  In February, Smurfit-Stone placed
itself under the protection of the courts.

The company also met with directors of the mills in Ville Mont-
Royal and Saint-Laurent to deliver an ultimatum.  They told
employees they had a week to present a plan, to reduce costs by $8
million per year.

"Now, we know that while they were demanding concessions from
workers, they were also seeking court approval for executive bonus
pay packs," said Mr. Coles, who added that "CEP members have
explored every angle to save forestry jobs and mills.

"Since 2004, pulp and paper and sawmill workers at almost every
worksite have been in constant negotiations and restructuring to
assist struggling mills," he said.  "They have negotiated
efficiency and productivity measures worth hundreds of millions of
dollars in savings for the companies."

CEP represents more than 2,000 unionized Smurfit-Stone workers in
10 mills located in Quebec, Alberta and Saskatchewan.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SPANSION INC: Directors Report Acquisition of Common Stock
----------------------------------------------------------
In separate Form 4 filings with the U.S. Securities and Exchange
Commission, three directors of Spansion Inc., disclosed that they
acquired shares of Spansion Class A Common Stock:

                                            Shares
                  Shares                    Beneficially Owned
Director         Acquired    Date          After Transaction
--------         --------    ----          ------------------
David K. Chao     1,250   April 28, 2009         20,625

Eby Thomas T      2,858   April 28, 2009         49,374
                   9,000   April 28, 2009         58,374

Nawaz Ahmed       9,000   April 28, 2009         23,467

Mr. Ahmed discloses that he has disposed of these shares of
Spansion Class A common stock on these dates:

                                  Shares
     Shares                       Beneficially Owned
     Disposed     Date            After Transaction
     --------     ----            ------------------
      3,346     April 30, 2009         20,121
        185     April 30, 2009         19,936

The Directors further noted that they have derived beneficial
ownership of restricted stock units, which were granted to them
on these dates:

                                              Derived Shares
                  Shares                      Beneficially Owned
Name             Acquired      Date          After Transaction
----             --------      ----          ------------------
David K. Chao     1,250     April 28, 2009         3,750

Eby Thomas T      2,858     April 28, 2009             0
                   9,000     April 28, 2009        27,000

Nawaz Ahmed       9,000     April 28, 2009        27,000

The restricted units were granted to Mr. Chao on December 15,
2005, and vest over a four-year period.  One quarter of the
shares subject to the award vested on January 8, 2007.  The
remaining shares subject to the award vest in equal installments
quarterly, until 100% vested on January 28, 2010.  Vested shares
are delivered to Mr. Chao on each vesting date.

The 2,858 restricted stock units were granted to Mr. Eby on
December 15, 2005 and vest over a four-year period.  One quarter
of the shares subject to the award vested on April 28, 2006.  The
remaining shares subject to the award vest in equal installments
quarterly, until 100% vested on April 28, 2009.  Vested shares
are delivered to the reporting person on each vesting date.  The
9,000 restricted stock units were granted to Mr. Eby on April 28,
2008 and vest over a four-year period.  One quarter of the shares
subject to the award vested on April 28, 2009.  The remaining
shares subject to the award vest in equal installments quarterly,
until 100% vested on April 28, 2012.  Vested shares are delivered
to the Mr. Eby on each vesting date.

The 9,000 restricted stock units were granted to Mr. Ahmed on
April 28, 2008 and vest over a four-year period.  One quarter of
the shares subject to the award vested on April 28, 2009.  The
remaining shares subject to the award vest in equal installments
quarterly, until 100% vested on April 28, 2012.  Vested shares
are delivered to Mr. Ahmed on each vesting date.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc. and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.  The
United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total debts
of $2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had $10 million to $50 million in assets and
$50 million to $100 million in debts.


SPANSION INC: Final Cash Collateral Hearing on May 15
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing May 15, 2009, to consider final approval of the
request of Spansion Inc. and its affiliates to use cash
collateral.

Sommer L. Ross, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, submitted with the Court a proposed final cash
collateral order to be considered at the hearing.  The Proposed
Final Order provides, among other things, that the Debtors'
authorization to use cash collateral will immediately terminate on
the earlier of:

    (i) the last day covered by the then current approved budget;
        and

   (ii) the occurrence of a termination event, provided that the
        Debtors may continue to use Cash Collateral for the
        payment of any unpaid postpetition administrative
        expenses incurred in accordance with the Approved Budget
        and the Final Order.

According to Ms. Ross, the Termination Event occurs when:

   (a) the Court terminates the Debtors' authorization to use
       Cash Collateral;

   (b) the Debtors breach any other their obligations under the
       Final Order and have not cured that breach within five
       business days after the Debtors and the Official Committee
       of Unsecured Creditors receive written notice from the
       Prepetition Agent, the Ad Hoc Consortium or the FRN
       Trustee that it intends to terminate its consent to use
       Cash Collateral;

   (c) the Prepetition Agent withdraws its consent to use Cash
       Collateral; provided that the Prepetition Agent has
       provided at least five business days prior written notice
       to the Debtors, counsel to the Committee and counsel to
       the Ad Hoc Consortium of that withdrawal;

   (d) the Debtors fail to promptly provide notice to the
       Prepetition Agent, the Ad Hoc Consortium, the FRN Trustee
       and the Committee of any breach of their obligations under
       the Final Order;

   (e) any Chapter 11 case is dismissed or is converted to a
       case under Chapter 7 of the Bankruptcy Code;

   (f) an interim or permanent trustee is appointed in any
       Chapter 11 case or the appointment of a receiver or an
       examiner in any Chapter 11 case with expanded powers to
       operate or manage the financial affairs, the business, or
       reorganization of the Debtors;

   (g) the Debtors are dissolved;

   (h) except to the extent that each of the Prepetition Agent
       and the Ad Hoc Consortium has agreed in writing in its
       sole discretion, (1) any stay, vacatur, reversal,
       modification or other amendment of the Final Order, (2)
       the filing of a motion or other pleading by any of the
       Debtors seeking the entry of any order providing for any
       stay, vacatur, reversal, modification or other amendment
       with respect to the Final Order, or (3) the filing of a
       motion for reconsideration by any Debtor with respect to
       the Final Order;

   (i) entry of an order authorizing the sale, liquidation or
       other disposition of all or substantially all of the
       Debtors' assets;

   (j) the bringing of a motion or taking of any action by any
       Debtor in any Chapter 11 cases to use Cash Collateral
       under Section 363(c) of the Bankruptcy Code without the
       prior written consent of the Prepetition Agent and the Ad
       Hoc Consortium; and

   (k) the entry of an order modifying the automatic stay of
       Section 362 of the Bankruptcy Code to allow any creditor
       to execute upon or enforce a lien or security interest on
       any Prepetition Collateral or New Collateral, which would
       have a material adverse effect on (i) any Debtor or its
       financial condition, business, prospects or assets or (ii)
       the Prepetition Agent, the Prepetition Lenders, the FRN
       Trustee or the FRN Noteholders under the Final Order, the
       Prepetition Credit Agreement Documents or the Prepetition
       FRN Documents.

The Debtors will pay the interest payments on the Floating Rate
Noteholders that are due on June 1, 2009, and September 1, 2009.
The payments will be reapplied to reduce the principal amount of
the FRNs to the extent that the Court has determined that the FRN
Noteholders are not entitled to interest pursuant to the
Prepetition FRN Documents after the Petition Date under Section
506(b) of the Bankruptcy Code.

The Debtors relate they have drafted a budget on April 23, 2009,
setting forth on a line-item basis their anticipated cumulative
cash receipts and expenditures on a weekly basis and all
necessary expenses which they expect to incur.  According to the
Debtors, the Prepetition Agent, the Prepetition Lenders, the FRN
Trustee, the Ad Hoc Consortium and the FRN Noteholders had relied
upon the April 23 Budget in deciding to consent to the final
order authorizing the use of cash collateral.  The Debtors tell
the Court that they will file the April 23 Budget prior to the
Final Cash Collateral hearing.

A full-text copy of the Proposed Final Cash Collateral Order is
available for free at:

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

                      Committee Objection

The Official Committee of Unsecured Creditors asserts that the
FRN Holders of certain prepetition Senior Secured Floating Rate
Notes Due 2013 are contractually deemed to have consented to use
of cash collateral under the Indenture and Intercreditor
Agreement.  The Committee relates that pursuant to the Amended and
Restated Intercreditor Agreement by and between Bank of America,
N.A., and Wells Fargo Bank, National Association, dated as of May
18, 2007, if Spansion LLC were to become subject to any insolvency
proceedings and BofA were to permit the continued use of cash
collateral, the Indenture Trustee, serving as the collateral agent
under that agreement, has no ability to object or otherwise take a
position with respect to the use of cash collateral.  BofA has, in
fact, permitted the Debtors to continue to use cash collateral,
which consent is thus contractually binding on the FRN Holders, as
the collateral agent under the Intercreditor Agreement, as well,
the Committee adds.

Blake M. Cleary, Esq., at Young, Stargatt, Taylor & Conaway LLP,
in Wilmington, Delaware, proposed counsel for the Committee,
asserts that nowhere in the Bankruptcy Code is there a provision
for payment of interest arising after the Petition Date to a
prepetition secured lender as "adequate protection" for the use of
the lender's cash collateral.  Rather, Mr. Cleary notes, cash or
other periodic payments made to a prepetition secured lender as
adequate protection are permissible only to the extent that the
use of cash collateral results in a decrease in the value of the
entity's interest in that collateral.  Mr. Cleary asserts the
payments which the Debtors propose to make to the FRN Holders as
"adequate protection" are in fact straightforward payments of
postpetition interest which may be permitted, if at all, only if
the FRN Holders are oversecured, and the evidence will show that
the FRNs are far from being oversecured.

"In short, unlike the situation in which an indisputably
oversecured creditor is paid postpetition interest as part of
their eventual allowed claim, the premature payment of cash
interest to an undersecured creditor, even if later reapplied to
principal, will have negative repercussions not only on the
Debtors, but on their unsecured creditors and other parties-in-
interest as well," Mr. Cleary avers.

Moreover, the Committee is seeking assurances that as a condition
to the assertion of rights on behalf of all FRN Holders, the Ad
Hoc Consortium of FRN Holders must represent at least 50.1% of the
outstanding principal amount under the FRNs.   Thus, the Committee
wants the Proposed Order to included language that ensures those
rights may only be exercised if the Ad Hoc Consortium consist of a
majority of holders, measured in the amount of their claims.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc. and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.  The
United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total debts
of $2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had $10 million to $50 million in assets and
$50 million to $100 million in debts.


SPANSION INC: Japanese Unit Seeks Injunctive Relief
---------------------------------------------------
Spansion Japan Limited, a Japanese corporation, entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan on February 10, 2009.   Spansion Japan voluntarily
petitioned the Tokyo District Court to enter the proceeding to
obtain protection from its creditors while it continues its
restructuring efforts.

The Tokyo District Court entered an order on March 3, 2009,
commencing a proceeding for the corporate reorganization of the
Spansion Japan and appointed Masao Taguchi as the duly authorized
foreign representative to carry out the administration of Spansion
Japan.

On April 15, 2009, the Tokyo District Court certified the Foreign
Representative's request for authority to file a petition for
recognition of a foreign main proceeding under Chapter 15 of the
Bankruptcy Code.

Accordingly, Mr. Taguchi sought and obtained an order from the
U.S. Bankruptcy Court for the District of Delaware enjoining all
entities from:

   * executing against Spansion Japan' assets;

   * commencing or continuing action against Spansion Japan to
     recover a claim;

   * enforcing of a judgment against Spansion Japan or against
     property of Spansion Japan's estate;

   * any act to obtain possession of property of Spansion Japan
     or to exercise control over property of Spansion Japan's
     estate;

   * creating, perfecting or enforcing any lien against property
     of the Foreign Debtor's estate;

   * collecting, assessing, or recovering a claim against
     Spansion Japan;

   * transferring, relinquishing or disposing of any property of
     Spansion Japan to any person or entity other than Mr.
     Taguchi; and

   * the set off of any debt owing to Spansion Japan against any
     claim against it;

provided that the injunction is to be effective solely within the
territorial jurisdiction of the United States.

Judge Carey further entitled Mr. Taguchi and Spansion Japan to
the full protections and rights enumerated under Section 1519 of
the Bankruptcy Code, including:

        (i) entrusting the administration or realization of all
            or part of Spansion Japan's assets located in the
            United States to Mr. Taguchi in order to protect and
            preserve the value of assets that are susceptible to
            devaluation or otherwise in jeopardy;

       (ii) the protection prohibiting other entities from
            transferring, encumbering or disposing of any assets
            of Spansion Japan located in the United States;

      (iii) the right and power to examine witnesses, take
            evidence or deliver information concerning Spansion
            Japan's assets, affairs, rights obligations or
            liabilities; and

       (iv) the right and power to seek additional relief that
            may be available to a trustee, except for relief
            available under Sections 522, 544, 545, 547, 548, 550
            and724(a) of the Bankruptcy Code.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc. and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.  The
United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total debts
of $2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had $10 million to $50 million in assets and
$50 million to $100 million in debts.


SPANSION INC: Seeks to Employ T. Gray as Tax Consultant
-------------------------------------------------------
Spansion Inc. seek authority from the U.S. Bankruptcy Court for
the District of Delaware to employ Timothy W. Gray as their tax
consultant, nunc pro tunc to the Petition Date, pursuant to
Sections 327(a) and 1107 of the Bankruptcy Code.  The Debtors have
selected Mr. Gray because of his experience and knowledge in the
field of payroll integration for mergers and acquisition.  The
Debtors assure the Court that Mr. Gray's services will not
duplicate the services provided by any other professionals.

Mr. Gray will review the Debtors' tax forms, as well as file
paperwork as necessary under State and Federal tax law to obtain,
on behalf of Spansion LLC, a tax refund or decrease in taxes
resulting from historical mergers and acquisitions by the
company.

Prior to the Petition Date, Mr. Gray has performed some work for
the Debtors and has continued to provide services postpetition,
which has included the preparation and filing of a request for a
tax refund on April 15, 2009.  Mr. Gray will also be filing an
appeal relating to previous application that was denied by the
Internal Revenue Service.

The Debtors will pay Mr. Gray 25% of the payroll tax refund or
tax decrease resulting from the engagement.  Mr. Gray is
appealing a denial of an application filed on February 2, 2009,
and anticipating a potential tax refund or decrease related to
the Chapter 11 filings of approximately $44,000 resulting in
$11,000 for his compensation.  In the second application filed on
April 15, 2009, Mr. Gray anticipates a potential tax refund or
decrease of approximately $296,000 resulting in $74,000 for his
compensation.

Mr. Gray assures the Court that he is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code,
as modified by Section 1107(b), and does not hold or represent an
interest adverse to the Debtors' estates.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc. and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.  The
United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total debts
of $2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had $10 million to $50 million in assets and
$50 million to $100 million in debts.


STANFORD FINANCIAL: CIO Charged With Obstruction of Justice
-----------------------------------------------------------
The U.S. Department of Justice said May 12 that a federal grand
jury in Houston returned a two-count indictment charging Laura
Pendergest-Holt, the chief investment officer of Houston-based
Stanford Financial Group, with conspiring to obstruct a U.S.
Securities and Exchange Commission (proceeding investigating SFG,
as well as a substantive count of obstructing the SEC
proceeding, Assistant Attorney General of the Criminal Division
Lanny A. Breuer and acting U.S. Attorney for the Southern District
of Texas Tim Johnson announced.

The federal court in Houston will be issuing an order summoning
Pendergest-Holt to appear in the near future for arraignment.
Pendergest-Holt has been free on a $300,000 bond since being
charged with obstruction in a criminal complaint issued from the
Northern District of Texas on Feb. 26, 2009.

According to the indictment, Stanford International Bank Ltd.
(SIBL), marketed certificates of deposits (CDs).  In a December
2008 monthly report, SIBL purported to have more than 30,000
clients and $8.5 billion in assets.  The indictment alleges that
investors were not advised of the fact that SIBL internally
segregated its investment portfolio into three tiers:
"Tier I," which represented cash and cash equivalents; "Tier II,"
which contained investments with "outside portfolio managers;" and
"Tier III," described as "other assets."

Internal SIBL documents show that as of June 30, 2008, Tier III
contained more than 80 percent of SIBL's purported investments,
according to the indictment.  The indictment also alleges that
approximately $3.2 billion of the purported Tier III value
included investments in artificially valued real estate and
approximately $1.6 billion included notes on personal loans to
SFG "Executive A."

The indictment alleges that in December 2008, as part of an
ongoing investigation, the SEC made official inquiries of SFG
regarding the value and content of SIBL's purported investments
and provided notice that it intended to schedule testimony of
witnesses.  The indictment further alleges that on or about Jan.
21, 2009, at a meeting in Miami, Pendergest-Holt and SFG
Executives "A" and "B" and an attorney for SFG, discussed how to
respond to the SEC subpoenas.  In addition, the indictment alleges
that at a meeting in Houston on or about Jan. 23, 2009, the
attorney for SFG requested that the SEC defer the subpoenas to
Executives A and B and represented that Pendergest-Holt and the
president of SIBL would be better witnesses because, the attorney
claimed, Executives A and B were not knowledgeable about the
details of SIBL's assets.  The indictment alleges that prior to
her SEC testimony, Pendergest-Holt suggested at a meeting in Miami
that she only disclose the June 30, 2008, financials as those
numbers "looked better," and that she received a phone call from
Executive B in which he reminded her to only discuss Tier II.
According to the indictment, as early as November 2008,
Pendergest-Holt was aware of the current value of Tier III and the
real estate holdings in Tier III.

The indictment further alleges that just prior to her SEC
testimony, Pendergest-Holt participated in preparing a document
reflecting the value of Tier III and the assets in Tier III.
The indictment alleges that on Feb. 10, 2009, Pendergest-Holt
provided sworn testimony to the SEC in Fort Worth, Texas, where in
response to questions by the SEC, she did not disclose the Miami
meetings to prepare for her testimony and falsely represented that
she did not know the content or allocations of the Tier III
assets.  The indictment further alleges that on Feb. 12,
2009, after her false testimony, Pendergest-Holt caused
$4.3 million in SIBL funds to be wiretransferred to SIBL's
operating account in Houston.

Finally, on Feb. 17, 2009, as the indictment alleges, at a meeting
with SEC attorneys in Memphis, Tenn., Pendergest-Holt falsely
represented that if she "knew anything about Tier III,"
she would tell them.

An indictment is a formal accusation of criminal conduct, not
evidence.  A defendant is presumed innocent unless proven guilty
beyond a reasonable doubt.

The maximum penalties for each of the conspiracy and obstruction
counts are five years in prison and a fine of $250,000.

The case is being investigated by the FBI's Houston Field Office,
Internal Revenue Service-Criminal Investigation and the U.S.
Postal Inspection Service.  The case is being prosecuted by Senior
Litigation Counsel Jack Patrick, Trial Attorney Matthew Klecka and
Attorney Allan Medina of the Criminal Division's Fraud Section and
Assistant U.S. Attorney Gregg Costa of the U.S. Attorney's Office
for the Southern District of Texas.

                    About Stanford Group

Stanford Financial Group was a privately held global network of
independent, affiliated financial services companies led by
Chairman and CEO Sir Allen Stanford. The first Stanford Company
was founded by his grandfather, Lodis B. Stanford in 1932.

Stanford's core businesses are private wealth management and
investment banking for institutions and emerging growth companies.

Stanford had over $50 billion in assets under management or
advisement.

The U.S. Securities and Exchange Commission, on February 17, 2009,
charged R. Allen Stanford and three of his companies for
orchestrating a fraudulent, multi-billion dollar investment scheme
centering on an US$8 billion Certificate of Deposit program.
Mr. Stanford's companies include Stanford International Bank,
Stanford Group Company (SGC), and investment adviser Stanford
Capital Management.

The U.S. District Court for the Northern District of Texas
(Dallas) appointed Ralph Janvey as receiver for Stanford Group.


STRATOS GLOBAL: S&P Assigns Ratings on Positive CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Newfoundland-based satellite communications provider Stratos
Global Corp. on CreditWatch with positive implications.  At
March 31, Stratos had about US$360 million of reported debt
outstanding (excluding unamortized financing costs).

In April 2009, Standard & Poor's Ratings Services said it raised
its long-term corporate credit rating on Newfoundland-based
satellite communications provider Stratos Global Corp. two notches
to 'BB' from 'B+'.  At December 31, 2008, Stratos had
US$362 million of reported debt outstanding.  At the same time,
S&P raised the rating on the company's senior secured debt to
'BB+' from 'BB-', and the rating on the senior unsecured notes to
'B+' from 'B-'.  The recovery ratings on these debts are
unchanged.

"The CreditWatch placement on Stratos follows our placement of
U.K.-based Inmarsat Holdings Ltd. and related entities on
CreditWatch with positive implications," said Standard & Poor's
credit analyst Madhav Hari.

This action on Stratos reflects the equalization of the ratings on
Stratos with those on Inmarsat Holdings (parent of Inmarsat PLC;
BB/Watch Pos/--) following the latter's purchase of Stratos on
April 15.

Stratos is a leading provider of fixed and mobile communications
to customers in remote areas.  It operates through two segments:
mobile satellite services and broadband services.  Through its MSS
segment, Stratos provides remote mobile voice and data services to
a broad group of customers, primarily through the distribution of
Inmarsat satellite capacity.  Through its broadband segment, the
company provides fixed satellite services, primarily very small
aperture terminal services, and other microwave-based broadband
communications.  Stratos' primary customers comprise governmental
agencies and military forces, maritime organizations, and oil and
gas companies.  The company has historically grown through a
combination of acquisitions and organic growth and has been a
consolidator of Inmarsat distributors.

On as stand-alone basis, results for the first-quarter 2009 ended
March 31 are tracking modestly higher than S&P's expectations,
with revenue up 6% year-over-year (to about US$157 million) driven
by higher Inmarsat leasing revenue and sale of mobile terminals
and equipment; and reported EBITDA is up 16% year-over-year (to
US$27.8 million) owing to increased revenue and cost of sales
reductions from increased volume discounts.  Despite the strength
of the first-quarter results, Standard & Poor's expects Stratos'
revenue growth in 2009 to moderate to the low single-digit level,
primarily owing to the slowing global economy.  S&P also expect
gross margin and EBITDA margins for 2009 to be pressured by about
200 basis points given the changing revenue mix (from higher-
margin GAN to lower-margin BGAN), a revised commercial framework
agreement that dictates lower volume discounts, and increased
competition from alternative communication platforms.

At March 31, Stratos' adjusted debt stood at about US$378 million.
Stand-alone adjusted debt leverage of about 3.4x has improved from
a pro forma 5.0x after the Xantic acquisition in early 2006, owing
to what S&P consider improving profitability as well as modest
debt reduction from excess cash flow and scheduled amortizations.

Standard & Poor's expects to resolve the CreditWatch status on
Stratos simultaneously with the resolution of the CreditWatch
listing on Inmarsat.  Given that the ratings on Stratos are
equalized with those on Inmarsat, S&P would expect the ratings and
outlook on Stratos to move in lock-step with the ratings on
Inmarsat.

As it relates to Standard & Poor's resolution of the CreditWatch
listing on Inmarsat, S&P will likely raise the ratings on Inmarsat
by one notch following confirmation of refinancing of its
US$550 million senior facilities due May 2010, of which US$390
million was outstanding at March 31, 2009.  An upgrade would also
require that Inmarsat maintain a prudent financial policy,
particularly with regard to share buybacks, and to maintain
adequate liquidity and covenant headroom on debt instruments
outstanding.


SUBURBAN PROPANE: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on retail propane and fuel oil distributor Suburban
Propane Partners L.P and revised the outlook to positive from
stable.  The positive outlook reflects the partnership's strong
liquidity position and improved financial performance.  In
addition, S&P believes that Suburban will maintain its liquidity
and a similar financial metrics through fiscal 2010, despite the
weak economic environment and the challenges inherent within the
propane industry.

S&P believes Suburban may continue to exhibit financial metrics
that are supportive of upward ratings momentum through the next
heating season.  While S&P acknowledge the challenges that
Suburban and its rated peer group continue to face, specifically
ongoing customer conservation and margin pressure, S&P believes
that the partnership's flexible cost structure and its
demonstrated ability to manage through the commodity cycle
partially mitigate S&P's concerns.  Furthermore, S&P view the
partnership's strong liquidity position with $235 million in cash
and $118 million of revolver capacity as of March 28, 2009, the
ability to fund working capital needs with internally generated
funds, and strong distribution coverage of about 1.7x as
supportive of credit and the rating.  Nevertheless, the weak
economic environment, customer conservation, and commodity price
volatility remain concerns.  As of March 28, 2009, Whippany, New
Jersey-based Suburban had total debt of about $593 million,
adjusted for operating leases, pensions, and accrued interest.


SWIFT TRANSPORTATION: Bank Debt Sells at 31% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co. Inc. is a borrower traded in the secondary
market at 68.80 cents-on-the-dollar during the week ended May 8,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 8.30 percentage points from the previous week, the Journal
relates.   The loan matures March 15, 2014.  The Company pays 275
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and S&P's B- rating.

Swift Transportation Co, Inc., headquartered in Phoenix, Arizona,
is the largest provider of truckload transportation services in
the United States, with line-haul, dedicated and inter-modal
freight services.

The Troubled Company Reporter said on December 5, 2008, that
Moody's Investors Service has lowered the ratings of Swift
Transportation's Corporate Family Rating to Caa1 from B3.  The
rating of the first lien credit facility was lowered to B3 from
B1, while the second lien notes' ratings were lowered to Caa3 from
Caa2.  The rating outlook remains negative.


TALLAHASSEE CENTER: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Tallahassee Center Commercial Properties, LLC
        215 West College Avenue
        Suite 603
        Tallahassee, FL 32301

Bankruptcy Case No.: 09-40411

Chapter 11 Petition Date: May 12, 2009

Court: United States Bankruptcy Court
       Northern District of Florida (Tallahassee)

Debtor's Counsel: Allen Turnage, Esq.
                  Law Office of Allen Turnage
                  P.O. Box 15219
                  2344 Centerville Road
                  Suite 101
                  Tallahassee, FL 32317
                  Tel: (850) 224-3231
                  Fax: (850) 224-2535
                  Email: service.attyallen@embarqmail.com

Total Assets: $1,801,000

Total Debts: $1,403,939

A full-text copy of the Debtor's petition, including its list of 1
largest unsecured creditor, is available for free at:

          http://bankrupt.com/misc/flnb09-40411.pdf

The petition was signed by Craig Lee Chown, president of the
Company.


TARRAGON CORP: Plan Filing Period Extended to August 10
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of if New Jersey has
extended Tarragon Corp. and its debtor-affiliates' exclusive
period to propose a plan, with the exception of One Las Olas,
Ltd., and Central Square Tarragon LLC (collectively, the "Regions
Borrowers), to August 10, 2009, and the Debtors' exclusive period
to solicit acceptances of a plan, with the exception of the
Regions Borrowers, to October 9, 2009.

The motion as it relates to the Regions Borrowers is adjourned to
May 14, 2009, at 10:00 a.m.  The Regions Borrowers' exclusive
period within which to file a plan of reorganization is extended
to May 14, 2009, pending a hearing on the objection of Regions
Bank to the motion with respect to the Regions Borrowers.

As reported in the Troubled Company Reporter on April 6, 2009,
the Debtors related they have not finalized any definitive course
of action for emerging from Chapter 11.  The Debtors say that they
need additional time to closely examine all restructuring
alternatives and, simultaneously, commence a dialogue with their
creditor constituents.

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.


Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  Daniel A.
Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New
York, represents the Official Committee of Unsecured Creditors
appointed in the case.  Tarragon has said equity holders are out
of the money with regard to its bankruptcy case.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TEXAS MIDWEST: S&P Assigns 'BB' Rating on 2009 Revenue Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'BB' rating to
Texas Midwest Public Facility Corporation, Texas' Project Revenue
Bonds (Secure Treatment Facility Project), series 2009.  The
outlook is stable.

"The rating reflects our view of the need for long-term demand for
the facility; and the reliance on operator performance, including
the need to renew the agreement with the operator after five years
or replace the operator," said Standard & Poor's credit analyst
James Breeding.  The project's start-up nature, including the
general risk associated with new construction and an aggressive
construction schedule, also constrains the rating.

Partially mitigating these negative factors are the state's
responsibility to provide for these services; the continued and
growing demand for correctional facilities; and the state's active
monitoring of the facility.

The corporation will issue the bonds, contract for the
construction of the project, and lease the facility to Jones
County.  The cash flow generated from the financed prison facility
secures the bonds.  In addition to the pledged revenues, a deed of
trust on the corporation's interest in the project further secures
the bonds.  The sole source of the funds used to make the payments
is derived from a contract between the Texas Department of
Criminal Justice and Jones County.  Construction is scheduled to
begin in June 2009 with a schedule of about 24 months.

The stable outlook reflects S&P's expectation that concerns
regarding the continued use of the facility will remain in place.
As long as the state, or another entity, uses the facility, S&P
expects adequate coverage of debt service.  Standard & Poor's
anticipates that the state will continue to need facilities to
implement these types of programs, but demand could fluctuate,
thereby providing a level of uncertainty regarding the continued
use of a privately operated facility.  The state has other
facilities that could potentially accommodate these inmates, and
there is no guaranteed occupancy rate or long-term contract in
place.  Rating stability, even at this speculative-grade rating
level, is predicated on the continued use of the facility, coupled
with the operator's proper management of it.


TRIBUNE CO: June 12 Bar Date Filing for Proofs of Claim Set
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established June 12, 2009, at 4:00 p.m. (Prevailing Eastern Time)
as the bar date for filing of proofs of claim against any of
Tribune Company and its debtor-affiliates' bankruptcy cases.

Proofs of claim must be filed so that it is actually received on
or before the general bar date with:

  a) if by first-class mail:

     Tribune Company Claims Processing Center
     c/o Epiq Bankruptcy Solutions, LLC
     FDR Station, P.O. Box 5069
     New York, NY 10150-5069

  b) if by messenger or overnight courier:

     Tribune Company Claims Processing Center
     c/o Epiq Bankruptcy Solutions, LLC
     757 Third Avenue, 3rd Floor
     New York, NY 10017

Copies of the schedules and the bar date order are available for
inspection during regular business hours at the office of the
Clerk of the Bankruptcy Court, U.S. Bankruptcy Court for the
District of Delaware, 3rd Floor, 824 Market St., Wilimington, DE
19801 or on Epiq's Web site at:

             http://chapter11.epiqsystems.com/tribune

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TURNKEY E&P: Posts $1,745 First Quarter Net Loss, $15,181 Deficit
-----------------------------------------------------------------
Turnkey E&P Inc. incurred a net loss of $1,745,000 on $1,118,000
of revenues for three months ended March 31, 2009.

The Company's consolidated financial statements for the three
months ended March 31, 2009, have been prepared on a going concern
basis which contemplates the realization of assets and settlement
of liabilities in the normal course of operations.  On Nov. 17,
2008, the Company's U.S. subsidiary through which the majority of
the Company's activities are conducted filed for protection under
Chapter 11 of the United States Bankruptcy Code.  At December 31,
2008, the Company reported a working capital deficiency of
$13,029,000 and a net loss and comprehensive loss for the year
then ended of $89,729,000.

The Corporation is engaged in a program to dispose of certain of
its operating assets in order to discharge its liabilities.  The
Corporation's focus is to obtain an international drilling
contract utilizing its specialized drilling equipment and
technical knowledge to maximize the value of the assets and
maintain an ongoing operation.  The assets have been written down
to their estimated realizable value.  Due to uncertain global and
industry economic conditions, the assets may not be realized at
their carrying values on these financial statements.  The
Corporation may not be able to continue in business operations or
emerge from Chapter 11.

                            Turnkey E&P
                Summary Consolidated Balance Sheet
               (stated in thousands of U.S. dollars)


                                            March 31, December 31,
                                                2009         2008
Assets

Current assets
Cash and cash equivalents                     $1,839      $4,021
Restricted cash                                    -       1,000
Term deposits                                  1,000       1,000
Accounts receivable                            1,404         938
Prepaid expenses                                 310         430
                                              ------      ------
                                               4,553       7,389

Property and equipment                        13,795      13,376

Other assets                                      59          67


                                              18,407      20,832

Liabilities and shareholders' equity

Current liabilities
Accounts payable and accrued liabilities      10,462      10,108
Current debt                                   9,272      10,310

                                              19,734      20,418


Asset retirement obligations                     248         243
                                              ------      ------
                                              19,982      20,661

Commitments and Contingencies

Shareholders' equity

Share capital                                 97,950      97,950

Contributed surplus                            3,606       3,606

Deficit                                     (103,130)   (101,385)

                                              (1,575)        171
                                              ------      ------
                                              18,407      20,832

Summary Consolidated Statement of Comprehensive Loss and Deficit
(stated in thousands of U.S. dollars, except share data)

                                           March 31,    March 31,
                                               2009         2008

Revenue                                       1,118        8,812

Expenses
Operating                                     1,457        6,989
General and administration                      997        1,270
Depreciation, depletion and amortization        108        1,370
Stock-based compensation                          -          364
Interest expense                                284            -
Other expense (income)                           17         (116)
                                             ------       ------
                                              2,863        9,897

Net loss and comprehensive loss for
the period                                  (1,745)      (1,065)

Deficit - Beginning of period              (101,385)     (11,656)

Deficit - End of period                    (103,130)     (12,821)

Net loss per share
Basic and diluted                             (0.07)       (0.04)

Weighted average number of common shares
Basic                                    24,187,910   24,187,910
Diluted                                  24,187,910   24,187,910

          Summary Consolidated Statement of Cash Flows
             (stated in thousands of U.S. dollars)

                                           March 31,    March 31,
                                               2009         2008

Cash provided by (used in)

Operating activities
Net loss for the year                        (1,745)      (1,065)
Items not involving cash
  Depreciation, depletion and amortization      108        1,370
  Stock-based compensation                        -          364
  Accretion expense                               5            4
  Foreign exchange losses                        25           36
                                             ------       ------
                                             (1,607)         709
Changes in non-cash working capital
  Accounts receivable                          (466)      (4,721)
  Prepaid expenses                              121         (395)
  Accounts payable and accrued liabilities       39        3,119
  Income and other taxes payable                  -            -

Net cash used in Operating Activities        (1,913)      (1,288)

Financing activities
Repayment of long-term debt                  (1,038)           -
Decrease in restricted cash                   1,000            -

Net cash used in Financing Activities           (38)           -

Investing activities
Purchase of property and equipment             (529)      (8,298)
Other                                             8            7
Changes in accounts payable                     315           36

Net cash used in Investing Activities          (206)      (7,930)

Effect of foreign exchange losses on cash       (25)         (36)

Decrease in cash and cash equivalents        (2,182)      (9,254)

Cash and cash equivalents
  Beginning of period                         4,021       19,959

Cash and cash equivalents
End of period                                1,839        10,705

Houston, Texas-based Turnkey E&P Corporation --
http://www.turnkeyep.com/-- is engage in gas and oil exploration.
The Company filed for Chapter 11 bankruptcy protection on
November 17, 2008 (Bankr. S.D. Texas Case No. 08-37358).  Micheal
W. Bishop, Esq., Mugdha S Kelkar, Esq., at Looper Reed, et al.,
assist the Company in its restructuring effort.  The Company
listed $10 million to $50 million in assets and $10 million to
$50 million in debts.


UNI-MARTS, LLC: Debtor's President Not Covered by Automatic Stay
----------------------------------------------------------------
WestLaw reports that the time pressures of a convenience store
buyer's adversary proceeding against the Chapter 11 debtor-seller
and the debtor's president did not present unusual circumstances
justifying the extension of the automatic stay to the president,
notwithstanding the president's contention that the demands of the
action would hinder his ability to assist the debtor's
reorganization efforts.  The debtor's Chapter 11 case was small
and relatively straightforward, and the adversary proceeding,
which had a limited scope, was unlikely to consume significant
portions of the president's time or energy.  In re Uni-Marts, LLC,
--- B.R. ----, 2009 WL 1143153 (Bankr. D. Del.).

                       About Uni-Marts

Headquartered in State College, Pennsylvania, Uni-Marts LLC sells
consumer goods.  The company and six of its affiliates filed for
Chapter 11 protection on May 29, 2008 (Bankr. D. Del. Lead Case
No.08-11037).  Michael Gregory Wilson, Esq., at Hunton & Williams
LLP represents the Debtors in their restructuring efforts.  The
Debtor selected Epiq Bankruptcy Solutions LLC as its claims,
notice and balloting agent.  The U.S. Trustee for Region 3
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  The Committee selected Blank Rome LLP as its
counsel.

Uni-Marts' debt includes $21.5 million owing to trade suppliers
and $14.2 million for mortgages on stores in Ohio.  The State
College, Pennsylvania-based company at one time had 485 stores in
five states.  It was taken private in 2004 by the Sahakian family
and private equity investors.

A deal to sell Uni-Mart's assets to Atlantis Petroleum LLC for
$17.7 million fell apart in April 2009.


UNITED AIR LINES: Bank Debt Sells at 45% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which UAL Corp.'s United
Air Lines is a borrower traded in the secondary market at 54.50
cents-on-the-dollar during the week ended May 8, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 4.61 percentage
points from the previous week, the Journal relates.   The loan
matures February 13, 2013.  The Company pays 200 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B3 rating and S&P's B+ rating.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UNITED AIR LINES: 7th Cir. Says Airport Space Valuation was Flawed
------------------------------------------------------------------
WestLaw reports that in valuing the improved airport space that
collateralized lenders' claim, for purpose of determining the
fully secured, partially secured, or unsecured nature of a claim
filed by the lenders in the debtor-airline's Chapter 11 case, a
bankruptcy court clearly erred in relying on the rate at which the
airport had rented out unimproved space at the airport to
airlines, where it appeared that the airlines, rather than the
airport, were contractually obligated to pay for the costs of any
improvements to that space.  While the court did not clearly err
in rejecting lenders' assertion that the rate charged by the
airport was not a market rate and reflected a discount to persuade
air carriers to invest in the airport, it could not accept the $17
per square foot rate at which the airport rented out unimproved
space as an accurate measure of the value of improved space after
the airline had used $75 million borrowed from the lenders to make
improvements, despite the fact that, from time these improvements
were made more than a decade earlier, they may have depreciated in
value.  United Air Lines, Inc. v. Regional Airports Improvement
Corp., --- F.3d ----, 2009 WL 1181852 (7th Cir.).

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on January 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


VENETIAN MACAU: Bank Debt Sells at 24% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co., LLC, is a borrower traded in the secondary market at
75.79 cents-on-the-dollar during the week ended May 8, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 3.42
percentage points from the previous week, the Journal relates.
The loan matures May 25, 2013.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B3 rating and S&P's B- rating.

Participations in a syndicated loan under which parent Las Vegas
Sands is a borrower traded in the secondary market at 69.06 cents-
on-the-dollar during the week ended May 8, 2009, an increase of
9.08 percentage points from the previous week.  The loan matures
May 1, 2014.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B- rating.

                       About Venetian Macau

Venetian Macau is a wholly-owned subsidiary of Las Vegas Sands.
VML owns the Sands Macau in the People's Republic of China Special
Administrative Region of Macau and is also developing additional
casino hotel resort properties in Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

On March 10, 2009, Moody's Investors Service lowered the Company's
Corporate Family Rating to B3 from B2 and assigned a negative
rating outlook.


VICTOR BARCELLONA: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Victor Anthony Barcellona
           dba Victor A. Barcellona, DDS
        4400 19th St., #1
        San Francisco, CA 94114

Bankruptcy Case No.: 09-31266

Chapter 11 Petition Date: May 12, 2009

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

Debtor's Counsel: Stephen D. Finestone, Esq.
                  Law Offices of Stephen D. Finestone
                  456 Montgomery St. 20th Fl.
                  San Francisco, CA 94104
                  Tel: 415) 421-2624
                  Email: sfinestone@pobox.com

Total Assets: $1,387,455

Total Debts: $1,673,674

A full-text copy of the Mr. Barcellona's petition, including his
list of 17 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/canb09-31266.pdf

The petition was signed by Mr. Barcellona.


VISTEON CORP: Posts Lower Revenues, Considering Restructuring
-------------------------------------------------------------
Visteon Corp. said in its Form 10-Q submitted to the Securities
and Exchange Commission that there exists substantial doubt as to
its "ability to operate as a going concern and meet its
obligations as they come due."  While it has already taken
significant restructuring and cost reduction measures and plans to
implement further actions designed to provide additional
liquidity, Visteon says "there can be no assurance that such
actions will provide a sufficient amount of funds or that such
actions will supply funds in a timely manner necessary to meet the
Company's ongoing liquidity requirements."

The Company also said it is exploring various strategic and
financing alternatives and has retained legal and financial
advisors to assist in this regard.  The Company has commenced
discussions with lenders under its credit facilities, including an
ad hoc committee of lenders under its senior secured term loan,
regarding the restructuring of the Company's capital structure.
Visteon said that among restructuring alternatives considered is a
voluntary bankruptcy filing under Chapter 11 of the U.S.
Bankruptcy Code.

The Company has assets of $4,561,000,000 on debts of
$5,311,000,000 as of March 31, 2009.

Visteon on May 11 announced its first-quarter 2009 results,
reporting net income of $2 million, or 2 cents per share, on sales
of $1.35 billion.  The first-quarter 2009 profit includes a one-
time, non-cash gain of $95 million related to the deconsolidation
of the net assets associated with Visteon UK Ltd.  For first
quarter 2008, Visteon reported a net loss of $105 million, or 81
cents per share, on sales of $2.86 billion.  Adjusted EBITDA, as
defined below, for first quarter 2009 was $22 million, compared
with $166 million in first quarter 2008.

"Our first-quarter results were significantly affected by the
global reduction in vehicle production," said Donald J. Stebbins,
chairman and chief executive officer, in a news release announcing
Visteon's firs quarter results.  "Visteon is taking the necessary
steps to protect capital, maintain viable operations and position
our global business for future success."

Visteon says it continues to execute cost-reduction actions in
response to the current market conditions beyond those associated
with the recently completed three-year improvement plan. These
additional cost-reduction actions include previously announced
global salaried and hourly workforce reductions, shortened work
weeks, temporary reductions in pay and elimination of 401(k)
matching contributions and merit increases, and other measures.
Additionally, Visteon successfully completed the salaried employee
reduction plan initiated in third quarter 2008. Savings from this
program are expected to be about $90 million annually.

Visteon says its first-quarter product sales remain diversified
among customers and across regions.  Approximately 31 percent of
first quarter product sales were to Ford Motor Co., while Hyundai-
Kia accounted for 25 percent.  Renault-Nissan and PSA/Peugeot-
Citroen accounted for about 7 percent and 6 percent of sales,
respectively. On a regional basis, Europe accounted for about 38
percent of total product sales, with Asia representing 32 percent,
North America representing 24 percent and the balance in South
America.

As announced on March 31, 2009, administrators were appointed for
an affiliate of Visteon Corporation, Visteon UK Ltd., in
accordance with the United Kingdom Insolvency Act 1986. This
decision to place this subsidiary into administration was reached
after all options were exhausted to address the continued
substantial loss-making operations of the three Visteon UK Ltd.
facilities. The effect of the administration of Visteon UK Ltd.
was to place the management, affairs, business and property under
the direct control of representatives from KPMG as administrators.
Consequently, the net assets of Visteon UK Ltd. have been
deconsolidated from those of Visteon Corporation. Visteon UK Ltd.
had liabilities in excess of assets, and a negative net worth. The
administration proceedings do not include Visteon Corporation or
any of its other subsidiaries.

"The actions undertaken with respect to our UK operations were a
difficult, but necessary step to address a history of losses in
these operations, and to support our goal of positioning Visteon
as a competitive and viable company in this challenging
environment," added Stebbins.

                    First Quarter 2009 Results

For first quarter 2009, total sales were $1.35 billion, including
product sales of $1.30 billion and services revenue of $57
million. Product sales decreased by about $1.44 billion, or 53
percent, year-over-year as lower production, net of new business,
reduced sales by about $1.1 billion. Divestitures and closures and
foreign currency further reduced sales by about $210 million and
$170 million, respectively. The company experienced lower sales in
each of the major regions in which it operates, reflecting
decreased production volumes by all customers as vehicle sales
declined in response to weak global economic conditions.

Product gross margin for first quarter 2009 was $44 million,
compared with $194 million for the same period a year ago, a
decline of 77 percent. The impact of lower production levels along
with divestitures and closures more than offset savings from
favorable net cost performance and restructuring activities.

Selling, general and administrative expense for first quarter 2009
totaled $108 million, a decrease of $40 million, or 27 percent,
compared with the same period a year ago.

For first quarter 2009, the company reported net income of $2
million, or 2 cents per share. This compares with a net loss of
$105 million, or 81 cents per share, in the same period a year
ago. First-quarter 2009 results include a non-cash gain of $95
million related to deconsolidation of Visteon UK Ltd. net
liabilities, as well as $34 million in restructuring and other
reimbursable expenses. Additionally, there were $62 million of
reimbursable costs from the escrow account, which included certain
amounts related to the Visteon UK Ltd. administration. First-
quarter 2008 results included $40 million of asset impairments and
loss on divestiture and $47 million of restructuring and other
reimbursable expenses, of which $24 million was reimbursed from
the escrow account. Income tax expense for first quarter 2009 was
$14 million, compared with $51 million for the same period a year
earlier. Adjusted EBITDA for first quarter 2009 was $22 million,
compared with $166 million for the same period a year ago.

                     Cash Flow and Liquidity

As of March 31, 2009, Visteon had cash balances totaling $767
million, of which $163 million is classified as restricted cash
under the recently negotiated waivers for the company's secured
lending facilities.

Cash used by operating activities totaled $275 million for first
quarter 2009, compared with $126 million used during the same
period a year earlier. The increase was attributable to higher net
losses, as adjusted for non-cash items, and higher trade working
capital outflows. Trade working capital outflows in first quarter
2009 reflect the impact of lower customer sales in late 2008 and
early 2009, and the settlement of year-end 2008 supplier payables
in the first quarter 2009. Capital expenditures were $25 million
for first quarter 2009, compared with $74 million in first quarter
2008, reflecting aggressive program management. Free cash flow, as
defined below, was a use of $300 million for first quarter 2009,
compared with a use of $200 million for the same period in 2008.

Cash used by financing activities was $240 million during first
quarter 2009, an increase of $228 million compared with first
quarter 2008. The increase includes $163 million of cash
restricted pursuant to the March 31, 2009, amendments and waivers
to the secured lending facilities and a $44 million reduction in
outstanding European accounts receivable securitization
borrowings.

Total debt was $2.72 billion, which included $105 million drawn on
the company's asset-based U.S. revolving credit facility and $43
million outstanding under its European receivables securitization
facility. Additional borrowing under these facilities, taking into
account letters of credit issued under the U.S. facility, is
limited.

Visteon remains in compliance with the requirements of the
temporary waivers provided by its secured lenders, the earliest of
which expires on May 30, 2009, and continues to work with both
lenders and customers to seek a longer-term solution.

                         New Business Wins

Visteon continues to win new business despite the difficult
economic environment. During first quarter 2009, Visteon won
approximately $240 million of new business. On a regional basis
the new business wins were well-balanced, with Europe accounting
for 37 percent, Asia 36 percent and North America 27 percent.

"While the current production environment remains very
challenging, Visteon continues to demonstrate our commitment to
product and technology leadership," Stebbins said. "Our continued
success in winning and retaining business from customers around
the world speaks to the strength of Visteon's product capability
and global engineering and manufacturing footprint."

A copy of the Company's first quarter results on Form 10-Q is
available for free at:

           http://researcharchives.com/t/s?3cd3

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Mich. (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.

                          *     *     *

As reported by the Troubled Company Reporter on March 31, 2009,
Moody's Investors Service lowered Visteon's Probability of Default
and Corporate Family Ratings to Caa3 and Ca, respectively.  In a
related action, Moody's also lowered the ratings of Visteon's
senior secured term loan to Caa2 from B3, unguaranteed senior
unsecured notes to C from Caa3, and guaranteed senior unsecured
notes to Ca from Caa2.  Visteon's Speculative Grade Liquidity
Rating was also lowered to SGL-4 from SGL-3.  The outlook remains
negative.

On March 11, Fitch Ratings downgraded the Issuer Default Rating of
Visteon Corporation to 'C' from 'CC', indicating that a default
was imminent or inevitable.  The ratings were removed from Rating
Watch Negative, where they were placed on Dec. 11, 2008.

The TCR said on Jan. 14, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Visteon Corp. to
'CCC' from 'B-' and removed all the ratings from CreditWatch,
where they had been placed on Nov. 13, 2008, with negative
implications.  The outlook is negative.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.


WASHINGTON MUTUAL: Shareholders See New Hope to Recoup Losses
-------------------------------------------------------------
Washington Mutual shareholders said in a press release they are
experiencing renewed optimism due to recent events involving WMI's
Chapter 11 bankruptcy case.

The Chapter 11 filing followed the unprecedented seizure and "fire
sale" of its banking unit by the FDIC.

"Through collaborative efforts online, shareholders have uncovered
a significant amount of information regarding the seizure of the
well-capitalized Washington Mutual Bank (found at
www.WaMuStory.com).  They recently joined together to author this
site and share their research findings amongst themselves and the
public.  The website has a plethora of documents, including links
to official government documents regarding WaMu issues, pre and
post seizure," the statement said.

"Shareholders have long seen problems with the way this 'secret'
auction (which was not very secret) was handled by the FDIC, and
are pleased that an investigation has been requested through the
Bankruptcy Court.  Elliott Greenleaf and Quinn Emanuel Urquhart
Oliver and Hedges, the attorneys appointed through lead Chapter 11
legal counsel Weil Gotshal & Manges LLP, filed a motion in the
bankruptcy court recently asking for a complete investigation of
the circumstances surrounding the seizure and sale of WaMu Bank
and all activities leading to the destruction of this 119 year old
Seattle based institution.  This motion was based on another
lawsuit filed in Texas which questioned the circumstances of the
bank seizure and accused JPMorgan of corruption, breach of
confidentiality and other improper activities," the statement
said.

Shareholders have long considered the seizure circumstances to be
suspect and have written thousands of letters to legislators
asking for a complete investigation.  Their pleas to Congress seem
to have been ignored to date, the statement said.

At the time of seizure, Washington Mutual had $307 Billion in
assets and was sold to JPMorgan for a mere 1.88 Billion dollars
within hours by the FDIC.  At the time of seizure, Washington
Mutual Inc. had $4 billion in a cash account, which has been
recently laid claim to by JP Morgan.

In comparison, IndyMac, with only $32 Billion in assets was sold
for $13.9 Billion in the following weeks.  Indymac had only 33
branch offices as compared to Washington Mutual's 2,239 branches
and 4,932 branded ATMs.

As a result of this seemingly unfair compensation for WMI assets,
WMI attorneys Weil, Gotshal & Manges LLP have also filed suit
against the FDIC seeking proper compensation for the reasonable
value of the assets seized by the OTS, and sold by the FDIC in the
"fire sale."  That matter is currently pending in a separate
Federal court action.

Washington Mutual Shareholders feel that "it is self evident that
the sale of WaMu Bank was extremely flawed, and they are expecting
the U.S. Federal Court system to right these wrongs.  They see
these recent court filings as a big step in the right direction."

    Contacts:
    JPresnall@WamuTruth.com
    Phone Number: 360-790-1149
    Mike@WamuTruth.com
    Phone Number: 512-809-8556

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; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


WINDSOR QUALITY: S&P Changes Outlook to Stable; Holds 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Houston, Texas-based Windsor Quality Food Co. Ltd. to
stable from negative.  At the same time, S&P affirmed its existing
ratings on the company, including the 'B+' corporate credit
rating.  As of April 4, 2009, Windsor had about $192.3 million of
adjusted debt (including $20 million in unguaranteed debt at Chili
Bowl, a Variable Interest Entity).

The ratings on privately held Windsor reflect its highly
leveraged, albeit improving, financial profile relative to its
size, its narrow product focus, and modest competitive position in
the highly competitive frozen-food market.  Windsor benefits from
its somewhat diverse channel mix, including consumer retail,
industrial, and national customers, despite its significant
exposure to the foodservice channel.

The outlook is stable, reflecting S&P's belief that credit
measures will remain better than medians for the ratings category
over the next year, and that covenant cushion will remain
adequate.  Specifically, S&P expects leverage to remain well below
4.5x over the next year and funds from operations to total debt to
exceed 20%.

"Standard & Poor's could revise the outlook to negative if cushion
on the company's leverage covenant tightens to well below 15%, as
the maximum permitted leverage ratio begins stepping down in the
second half of 2009 and into 2010," said Standard & Poor's credit
analyst Christopher Johnson.  S&P believes this could occur if
annual sales fall by about 10% and trailing 12-month EBITDA
margins decline by 150 basis points.

"We are unlikely to revise the outlook to positive over the next
year, given the company's modest competitive position and exposure
to the foodservice industry," he continued.


WP EVENFLO: Weak December 2008 Quarter Cues Moody's Junk Rating
---------------------------------------------------------------
Moody's Investors Service downgraded WP Evenflo Holdings, Inc.'s
corporate family rating to Caa1 from B3.  Moody's also lowered the
first lien senior secured credit facilities to B3 from B1, and the
second lien term loan to Caa2 from Caa1.  The ratings remain under
review for further possible downgrade.

The downgrade reflects the company's weak December 2008 quarter
given the retail environment and Moody's expectation that business
conditions will remain challenging over the medium-term.  As such,
Moody's remains concerned over the potential for near-term
covenant violations as cushion was already limited through the
September 2008 quarter.

These ratings were downgraded:

  -- Corporate Family Rating to Caa1 from B3;

  -- Probability-of-Default Rating to Caa1 from B3;

  -- $40 million senior secured revolving credit facility due 2012
     to B3 (LGD3, 33%) from B1 (LGD3, 33%);

  -- $115 million first lien term loan due 2013 to B3 (LGD3, 33%)
     from B1 (LGD3, 33%);

  -- $45 million second lien term loan due 2014 to Caa2 (LGD5,
     78%) from Caa1 (LGD5, 77%).

Moody's review will focus on Evenflo's ability to timely secure an
amendment to its credit facilities or an equity cure in the event
of a covenant violation.  In addition the review will focus on
fundamentals, the business outlook, cost reduction activities, and
liquidity.  If the company were to need an amendment, Moody's
would also focus on how onerous any revised conditions may be.

The last rating action was on December 22, 2008 when placed
Evenflo's ratings, including its B3 corporate family rating, under
review for possible downgrade.

Headquartered in Miamisburg, Ohio, WP Evenflo is a leading
provider of infant and juvenile products including car seats
(convertible, booster, and infant), on-the-go products (strollers,
travel systems, and portable playards), feeding products (breast
pumps, feeding systems, bottles, high chairs, and pacifiers), and
playtime products (carriers, stationary activity centers, and
safety gates).  Revenues were $365 million for the twelve months
ended September 30, 2008.


WYOMING VALLEY: PBGC Negotiates Pact to Preserve Pension Plan
-------------------------------------------------------------
The Pension Benefit Guaranty Corporation entered into an agreement
that will preserve a pension plan covering 3,800 workers and
retirees at Wyoming Valley Health Care System Inc. in Wilkes-
Barre, Pa.

"We have been monitoring the pressures facing medical care
providers and have been actively working to help them find
solutions to their plan funding difficulties," said Vince
Snowbarger, acting director of the PBGC.  "The agency will
continue to work with plan sponsors like Wyoming Valley to help
keep their plans ongoing so current and retired employees can
receive all the benefits they have earned."

The pension plan faced abandonment following the sale of Wyoming
Valley's assets to Community Health Systems Inc. of Franklin,
Tenn.  The transaction did not include the pension plan.

Under an agreement with the PBGC, $50 million in sale proceeds
will be used to shore up the pension plan.  Following the sale's
completion on May 1, a significant portion of the $50 million will
be contributed to the plan. The remainder will be placed in a
trust on behalf of the plan until 2013, when the plan sponsor is
required to initiate a standard termination of the pension plan if
the sponsor can satisfy the requirements for a standard
termination at that time.

In a standard termination, the plan sponsor opts to end a plan
with assets sufficient to pay all benefits earned by those
enrolled.  To achieve this, the plan either buys annuities for
participants and beneficiaries from a private-sector insurance
company that provides annuities, or if the plan permits, pays the
benefits directly to participants as lump sums.

If there are not sufficient assets to fund a standard termination
of the Wyoming Valley Health Care Pension Plan in 2013, then all
remaining trust assets must be contributed to the plan.

In fiscal year 2007, 1,225 single-employer plans ended in standard
terminations, representing about 4 percent of all single-employer
plans that the agency insured at the beginning of the year.
Additionally, in fiscal year 2007, the agency became trustee of
110 insolvent plans that were sponsored by financially distressed
employers.

A majority of the single-employer plans that ended in standard
termination during FY 2007 were small plans.  Seventy-five percent
had fewer than 25 participants, and more than 90 percent had fewer
than 100 participants.

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.


* AlixPartners Opens Office in Washington, DC
---------------------------------------------
AlixPartners LLP has opened an office in Washington, D.C., whose
focus will include providing services for corporate and other
investigations and for regulatory readiness and response.

The new office, the firm's 14th globally and ninth new office in
the past seven years, will serve as home base for many of
AlixPartners' leading experts in areas such as litigation
discovery, forensic accounting and information-management
services, including Managing Directors Michael Faraci and Susan
Markel, who joined AlixPartners in January after serving as chief
accountant of the U.S. Securities and Exchange Commission's
enforcement division.

"For more than a quarter-century now, our firm has been a leader
in financial-advisory services, in such areas as corporate
investigations, litigation, valuations and information-management
services," said Fred Crawford, chief executive officer of
AlixPartners.  "Clients turn to us because of our deeply
experienced people, our responsiveness and our laser-like focus on
results.

"It's no secret," Crawford continued, "that financial-advisory
services like these are in greater demand than ever these days, a
demand that many believe will only grow in the future.  With the
opening of our new office in Washington, AlixPartners is better
positioned than ever to provide clients with the expert services
they need to navigate whatever lies ahead, be it on the regulatory
or litigation front."

AlixPartners' investigations expertise includes, according to the
firm, a wealth of experience in dealing with such matters as
financial irregularities and restatements, money-laundering,
fraud, antitrust and pre-transaction due diligence, as well as
international issues such as those covered by the Foreign Corrupt
Practices Act.  In litigation consulting, the firm's capabilities
include services relating to economic damages, intellectual
property, bankruptcy litigation, international arbitration,
accounting and malpractice, securities and purchase-price
disputes.  The firm's electronic-discovery and data-analytics
teams serve in both investigation and litigation engagements,
employing advanced data-mining, sampling, statistical-analysis and
high-volume data-accumulation tools and techniques.  AlixPartners
also offers valuation services in such areas as intellectual
property, intangible assets and fairness opinions; and accounting
and transaction services in such areas as mergers and
acquisitions.

AlixPartners said that firmwide it employs a large number of
certified public accountants, certified fraud examiners and
forensic-technology experts, and in addition to uncovering,
compiling and analyzing mass amounts of data, is experienced in
presenting its findings in SEC, criminal and other proceedings.

AlixPartners' new office is located at 1602 L Street NW.  The firm
said that several of its corporate-turnaround and performance-
improvement professionals would work out of the office as well.

AlixPartners -- http://www.alixpartners.com/-- is a global
business advisory firm offering comprehensive services to improve
corporate performance, execute corporate turnarounds, and provide
litigation consulting and forensic accounting services.  The
firm's specialty is urgent, high-impact situations when results
really matter.  It was the recipient of a record four awards from
the Turnaround Management Association in 2008.  The firm has more
than 850 professionals in 14 offices across North America, Europe,
and Asia.


* Houlihan Lokey Announces Officer-Level Promotions
---------------------------------------------------
Houlihan Lokey announced these promotions:

   -- Newly Appointed Managing Directors:

      Tanja Aalto
      Scott Kolbrenner
      David Misch
      George Odden
      David Roberts
      Michael Siegel
      Eric Winthrop

   -- Newly Appointed Directors:

      Marc Asbra
      Laurent Benshimon
      Michael DeLuke
      Gijs de Reuver
      Joshua Fox
      John-Paul Hanson
      Michael Krakovsky
      Niklas Lerche
      Brett Lowrey
      John McIntosh
      Glenn Neblett
      Toby Pearce
      Warren Romine
      Kevin Salmini
      Mark Schade
      Timothy Smith
      Jean Stack
      Kevin Stephens
      Dan Sullivan
      Jeffrey Tarbell
      Jennifer Wong

   -- Newly Appointed Senior Vice Presidents:

      Oscar Aarts
      Reed Anderson
      Michael Boone
      Asher Cohen
      Luca Crenna
      Kevin Hsieh
      Ranon Kent
      Kathleen Lauster
      Geoffrey Ligibel
      Bradley Meyer
      Karl Schmidt
      Yoon Song
      Fredrick Vescio
      Dimitar Voukadinov
      Lucia Wallace

   -- Newly Appointed Vice Presidents:

      Michael Abramson
      Michael Bett
      Lyle Chastaine
      Todd Hanson
      Joshua Langdon
      Angelo Lorenzana
      Michael McElhenney
      Hugh Nelson
      Phillip Preis
      Didier Saintot
      Ryan Sandahl
      Michael Thomas
      Yanson Wu

Commenting on the appointments, Scott Beiser, Co-CEO of Houlihan
Lokey, said, "When faced with the challenges the marketplace posed
in the past year, these candidates demonstrated dedication and
resolve when serving their clients.  By distinguishing themselves
through their performance, they have each enhanced the value of
our firm."

Houlihan Lokey -- http://www.HL.com/-- an international
investment bank, provides a wide range of advisory services in the
areas of mergers and acquisitions, financing, financial
restructuring, and valuation.  The firm was ranked the No. 1 M&A
advisor for U.S. transactions under $2 billion in 2008 and the No.
1 U.S. fairness opinion advisor over the past 10 years by Thomson
Reuters.  In addition, the firm advised in 11 of the 15 largest
corporate bankruptcies and on over 500 restructuring transactions
valued in excess of $1.25 trillion in the past 10 years.  The firm
has over 800 employees in 14 offices in the United States, Europe
and Asia.  Each year we serve more than 1,000 clients ranging from
closely held companies to Global 500 corporations.


* SSG Capital Acquires Special Situations Group From NatCity
------------------------------------------------------------
The five senior investment bankers responsible for managing the
Special Situations Group of National City Investment Banking have
formed SSG Capital Advisors, LLC, and acquired the Special
Situations Group from NatCity.  The five professionals -- J.
Scott Victor, Mark E. Chesen, Robert C. Smith, Matthew P. Karlson,
and Michael S. Goodman -- are responsible for initiating,
structuring and closing over 150 financial restructuring
assignments over the past 10 years.

SSG Capital Advisors, LLC, and its staff of professionals will
remain based in West Conshohocken, Pennsylvania, and will maintain
its office in New York, New York.

The new boutique investment bank will continue to assist
businesses facing operational or financial challenges with a focus
on four core services: (1) distressed merger and acquisitions both
in and outside of Chapter 11 bankruptcy; (2) private placements of
senior debt, subordinated debt and equity for companies in
transition; (3) complex financial restructurings involving
bankruptcy and non-bankruptcy situations; and (4) complex
valuations and fairness opinions involving challenging situations.

"We are excited about this tremendous opportunity to reacquire SSG
and continue to build upon the platform our team has developed
going back to 1993.  We have seen a great demand for financial
advisory services for underperforming companies, and we believe
the increased demand will last for several more years.  SSG has
worked hard to attain our national reputation and we are proud of
the tremendous track record of more than 150 special situation
transactions since 2001," explains Mr. Victor.

Mr. Chesen stated, "We are focused on building on our track record
of continuing to be one of the country's premier restructuring
focused investment banking firms.  We remain dedicated to
assisting our client base in dealing with the current
unprecedented economic turmoil."


* 2009 on Pace to Reach Record-High Number Of Defaults, Says S&P
----------------------------------------------------------------
Globally, 62 companies (53 public and nine confidentially rated)
defaulted in the first quarter of 2009, said an article published
May 13 by Standard & Poor's.  This is the largest number of
defaults since the first quarter of 2002 at the tail end of the
last economic downturn, and it follows a similarly harsh fourth-
quarter 2008, which saw 61 defaults.

The volume of rated debt affected by first quarter's defaults was
a massive $541.2 billion--the largest quarterly amount on record
(dating back to the first quarter of 2000), according to the
article, titled "Quarterly Default Update And Rating Transitions
(Premium)."

Forty of the defaults in the first quarter of 2009 were domiciled
in the U.S., with the remaining 22 residing in 22 countries
globally.  For a detailed description of this quarter's defaults,
see "First-Quarter 2009 Quarterly Default Synopses (Premium),"
published May 13, 2009, on RatingsDirect.

The quarterly global speculative-grade default rate rose to 2.2%
at the end of first-quarter 2009 from only 0.47% during the same
period in 2008.

On a trailing-12-month basis, the global speculative-grade default
rate as of March 31, 2009, reached 4.9%--the highest point since
the 5.3% seen in November 2003.  The default rate is now above the
long-term (1981-2008) average of 4.27%, after having remained
below this level for 59 consecutive months.

"After hitting record lows in 2007, the pace of defaults has
picked up markedly since the second half of 2008," said Diane
Vazza, head of Standard & Poor's Global Fixed Income Research
Group.  "If the pace set in the first quarter is maintained
through the remainder of the year, defaults would total
248 in 2009, the largest number on record, dating back to 1981."
Our baseline forecast (with a 60% probability) is for a 12-month-
forward (March 2010) corporate speculative-grade default rate of
14.3% in the U.S.

This predicted range represents a record high in the 28-year
history of the series. The current peak in the U.S. corporate
speculative-grade default rate was recorded in July 1991 at
12.52%. To realize the baseline projection of 14.3%, 210 issuers
must default in the next 12 months.


* Parts Suppliers to Congress: Help Is Needed Now to Save Sector
----------------------------------------------------------------
Wes Smith, president of E&E Manufacturing, testified Wednesday
before the House Small Business Committee at a hearing examining
the economic impact of the domestic auto crisis on small suppliers
throughout the United States.

Mr. Smith's testimony outlined the stresses that dramatically
reduced vehicle sales volumes and a crippling inability to gain
access to credit place on smaller suppliers.  "For small
suppliers, the drop off in industry volumes can actually be
greater, the credit freeze tighter, and the customer risk more
significant," he stated.  He asked the committee to consider
authorizing a parts supplier program within the Small Business
Administration to address the needs of small suppliers, saying
that "assistance targeted to these manufacturers is critical."

The testimony came just days after the Motor & Equipment
Manufacturers Association and the Original Equipment Suppliers
Association warned Congress that the result of the impending
Chrysler bankruptcy and planned vehicle manufacturer shutdowns
could be a supplier network no longer able to support to vehicle
manufacturing in this country.  In a letter to the full U.S. House
and Senate, MEMA president and CEO Bob McKenna stated that "during
these shutdowns, many suppliers will have no choice but to
permanently close their facilities."

The letter urged Congress and the Administration to provide direct
financial assistance for suppliers beyond the Auto Supplier
Assistance Program announced by the Department of Treasury in
March and to immediately pass a short-term incentive program to
encourage consumers to purchase new vehicles.  "We need to take
immediate steps to further protect the supply base," said OESA
president and CEO Neil De Koker.  "This is a critical time and the
stakes could not be much higher.  Thousands of good manufacturing
jobs and the local economies those jobs support hang in the
balance."

MEMA recently released a report entitled Moving America Part by
Part which shows that parts suppliers constitute the nation's
largest manufacturing sector, directly employing over 686,000
people and contributing to more than 3.29 million jobs.  Parts
suppliers are also the largest manufacturing employer in eight
states: Indiana, Kentucky, Michigan, Missouri, Ohio, Oklahoma,
South Carolina and Tennessee.

Suppliers manufacture the parts and technology used in the
domestic production of millions of new cars and trucks produced
each year, and the aftermarket products necessary to repair and
maintain more than 247 million vehicles on the road today.  MEMA
supports its members through its three affiliate associations,
Automotive Aftermarket Suppliers Association (AASA), Heavy Duty
Manufacturers Association, and Original Equipment Suppliers
Association.  On the Net: http://www.mema.org/


* Sales Price for Existing Homes Drops Record 14% in Quarter
------------------------------------------------------------
First-time home buyers responding to improved affordability
conditions, and lower prices of foreclosures and short sales,
impacted metropolitan area median home prices in the first
quarter, while existing-home sales remained sluggish in many parts
of the country, according to the latest survey by the National
Association of Realtors(R).

The national median existing single-family price was $169,000,
which is 13.8% below the first quarter of 2008 when conditions
were closer to normal.  The median is where half sold for more and
half sold for less, but distressed homes typically are selling for
20% less than traditional homes and are downwardly skewing median
prices.

Total state existing-home sales, including single-family and
condo, were at a seasonally adjusted annual rate of 4.59 million
units in the first quarter, down 3.2% from 4.74 million units in
the fourth quarter, and are 6.8% below the 4.93 million-unit pace
in the first quarter of 2008.

Lawrence Yun, NAR chief economist, sees the market in a lull
before an upturn. "Over the past couple months, contract activity
for home sales, buyer traffic and inquiries about the $8,000 tax
credit have all increased," he said.

"Close to 455,000 buyers purchased their first home during the
first quarter, and those are likely just the first wave of new
buyers coming into the market - they're critical for a housing
recovery," Yun said. "Housing affordability conditions are at
record high levels and we expect a measurable increase in home
sales during the second half of the year, which would help
stabilize prices in most areas."

According to Freddie Mac, the national average commitment rate on
a 30-year conventional fixed-rate mortgage fell to a record low
5.06% in the first quarter from 5.86% in the fourth quarter; the
rate was 5.88 percent in the first quarter of 2008.

According to Bill Rochelle at Bloomberg, the U.S. Labor Department
reported May 12 that job openings fell to a record low 2 percent,
suggesting that the unemployment rate will continue to rise.


* Watson Wyatt Study Shows CEO Financial Fortunes Drop Sharply
--------------------------------------------------------------
Chief executive officers at many of the nation's largest
corporations saw portions of their financial fortunes drop sharply
last year as the financial crisis and slumping stock market
resulted in smaller annual bonus payouts, diminished ownership
values and reduced value for equity holdings, according to an
analysis of proxy statements conducted by Watson Wyatt, a leading
global consulting firm.

The 80 CEOs that Watson Wyatt analyzed experienced an aggregate
decrease of $13.4 billion in levels of realizable pay (measured
here by annual bonuses paid plus value of company ownership plus
value of outstanding equity awards) in 2008.  The typical CEO saw
a decline of $39 million or 53 percent in value for the year, with
a drop in annual bonuses alone of 30 percent.  Shareholders saw a
40 percent loss on their investments and an overall loss of $2.23
trillion for the 80 companies.

"Clearly, most CEOs at large companies were not immune to the
financial fallout from the economic crisis and stock market losses
of the last year," said Ira Kay, global director of compensation
consulting at Watson Wyatt.  "Pay packages will be realigned to
reflect the new economic reality that is currently unfolding.  And
while there will be an increased focus on risk and stock
ownership, every board will likely settle on the pay mix that
works best for its industry and company."

The 18 CEOs in the financial industry companies, the largest
industry group in the analysis, collectively lost more than
$3.1 billion in value, largely driven by decreases in the value of
company ownership due to stock price declines in 2008.  The
analysis also found that despite a moderate stock market rebound
in recent months, the typical CEO lost an additional 21 percent in
equity value in the first three months of 2009.

CEO Financial Fortunes Drop Across Major Industries in 2008

               Aggregate   CEO median            Median 1-Year %
             2008 decline  decline   CEO median  Total Return to
Industry      (in $MM)     (in $MM)  % decline   Shareholders
--------      ------------ --------- ----------  -------------
Health Care         -$202     -$13      -24%         -17%
Technology        -$5,056     -$30      -38%         -26%
Consumer            -$294     -$25      -45%         -27%
Materials/
Industrials      -$1,209     -$42      -59%         -40%
Financial         -$3,192     -$95      -76%         -68%
Energy/Utilities  -$3,443    -$183      -58%         -47%
All Industries   -$13,396     -$39      -53%         -40%

"Executive pay and performance will remain lightning rod issues as
shareholders, the media and Congress continue to scrutinize how
companies are compensating their executives.  To be effective, the
pay programs of the future will need to reward top talent without
motivating excessive risk or reaching unwarranted levels when the
economy and the stock market recover," said Kay.

The Watson Wyatt analysis reviewed compensation levels for 2007
and 2008 at the first filers of the 20 largest companies with
complete information available in each of six broad S&P
industries.  The industries include health care, technology,
consumer, materials/industrials, financial and energy/utilities.
Companies that were acquired or suffered bankruptcy during 2008
were included in the analysis.

                    About Watson Wyatt Worldwide

Watson Wyatt's -- http://www.watsonwyatt.com/-- global services
include managing the cost and effectiveness of employee benefit
programs; developing attraction, retention and reward strategies;
advising pension plan sponsors and other institutions on optimal
investment strategies; providing strategic and financial advice to
insurance and financial services companies; and delivering related
technology, outsourcing and data services.  Watson Wyatt has 7,700
associates in 33 countries.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Signs West, Inc.
   Bankr. D. Nev. Case No. 09-17213
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/nvb09-17213.pdf

In Re J & M Cylinder Gases, Inc.
   Bankr. N.D. Ala. Case No. 09-81858
      Chapter 11 Petition filed May 6, 2009
         See http://bankrupt.com/misc/alnb09-81858p.pdf
         See http://bankrupt.com/misc/alnb09-81858c.pdf

In Re Town Furniture Co., Inc.
   Bankr. S.D. Ala. Case No. 09-12048
      Chapter 11 Petition filed May 6, 2009
         See http://bankrupt.com/misc/alsb09-12048.pdf

In Re 1130 South Hope Street Investment Associates, LLC
   Bankr. C.D. Calif. Case No. 09-20914
      Chapter 11 Petition filed May 6, 2009
         See http://bankrupt.com/misc/cacb09-20914.pdf

In Re Joyce Geonzon McDougall
       aka Joyce Geonzon McDougall
   Bankr. E.D. Calif. Case No. 09-29022
      Chapter 11 Petition filed May 6, 2009
         Filed as Pro Se

In Re Raymond J. Zielinski
       aka Raymond John Zielinski
       fdba All About Construction
       dba All About Construction II
       dba R & Z Buckingham Group
       fdba Construction Management Services
       fdba All About Construction Operations
       fdba All About Construction Holdings Enterprises
       fdba Better Beams and Concrete
       fdba Zielinksi Holdings
       fdba The 2001 Group
       fdba Imagine Homes
      Merrie Lee Zielinski
       aka Merrie L. Zielinkski
       aka Merrie Roberts Zielinski
       fka Merrie Lee Roberts
   Bankr. M.D. Fla. Case No. 09-09325
      Chapter 11 Petition filed May 6, 2009
         See http://bankrupt.com/misc/flmb09-09325.pdf

In Re Steven Max Firestone
       dba Firestone Auto Sales
   Bankr. N.D. Ind. Case No. 09-40374
      Chapter 11 Petition filed May 6, 2009
         Filed as Pro Se

In Re Love Tree Farms, LLC
   Bankr. S.D. Ind. Case No. 09-06292
      Chapter 11 Petition filed May 6, 2009
         See http://bankrupt.com/misc/insb09-06292.pdf

In Re Artemas & Family, Inc.
      d/b/a Kinaia Entrprises, Inc.
   Bankr. E.D. Mich. Case No. 09-54340
      Chapter 11 Petition filed May 6, 2009
         See http://bankrupt.com/misc/mieb09-54340p.pdf
         See http://bankrupt.com/misc/mieb