TCR_Public/090603.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 3, 2009, Vol. 13, No. 152

                            Headlines

1600 PACIFIC BUILDING: Voluntary Chapter 11 Case Summary
301 LONE OAK: Case Summary & 3 Largest Unsecured Creditors
845-47 N STATE: Voluntary Chapter 11 Case Summary
ADC AGOURA: Case Summary & 14 Largest Unsecured Creditors
AFFINION GROUP: Moody's Assigns 'B2' Rating on $125 Mil. Notes

AGAINST ALL ODDS: Court Approves Sale of Assets to New Deal
AGAPE WORLD: Case Summary & Largest Unsecured Creditor
ALU-CUT INTERNATIONAL: Case Summary & 20 Largest Unsec. Creditors
AMERICAN AXLE: To Cut AAM Stock Fund Under 401(k) Saving Plan
ANN M. MILES: Case Summary & 3 Largest Unsecured Creditors

ARTHUR P. DOHERTY: Case Summary & 20 Largest Unsecured Creditors
ASARCO LLC: Century Indemnity Opposes Parent's 3rd Amended Plan
ASARCO LLC: Arizona Awaiting Approval of $30 Million Settlements
ASARCO LLC: Asbestos Parties Want to Block Estimation
ASARCO LLC: Asbestos Claimants Oppose Rush Discovery

ATLAS PIPELINE: Pact Amendment Won't Affect S&P's 'B-' Rating
AUTOCLUB BODY: Case Summary & 18 Largest Unsecured Creditors
BANK OF AMERICA: Ethan Harris & David Bianco to Join Firm
BANKUNITED FINANCIAL: Elects New Directors
BUTLER SERVICES: Files Ch. 11 Petitions; Inks Asset Purchase Pact

BUTLER SERVICES: Case Summary & 30 Largest Unsecured Creditors
CANWEST GLOBAL: Media Completes Sale of Turkish Radio Stations
CANWEST GLOBAL: Partnership Won't Pay $10MM Under Credit Facility
CARAUSTAR INDUSTRIES: Chapter 11 Filing Cues Moody's 'D' Rating
CARAUSTAR INDUSTRIES: Restructuring Cues S&P's Rating Cut to 'D'

CAYENNE DEVELOPMENT: Voluntary Chapter 11 Case Summary
CELL THERAPEUTICS: To Pay Spectrum $4.3MM in Calculation Dispute
CHEMTURA CORP: Has Until June 11 to File Schedules & Statements
CHEMTURA CORP: Gets Court OK to Hire Ogilvy Renault as Counsel
CHEMTURA CORP: Gets Court OK to Hire Deloitte Tax as Tax Advisor

CHRYSLER LLC: Fiat Sale Dispute Moves to Appeals Court
CHRYSLER LLC: Court Permits Creditors' Panel to Hire Kramer Levin
CHRYSLER LLC: Court Okays Tax Settlement Deal With Daimler, et al.
CHRYSLER LLC: Senators to Question Firm on Fate of Dealerships
CHURCH & DWIGHT: S&P Raises Rating on $250 Mil. Notes to 'BB+'

CIT BANK: Fitch Puts 'BB+' Issuer Default Rating on WatchNeg
CIT FUNDING: Fitch Puts 'BB+' Issuer Default Rating on WatchNeg
CIT GROUP: Fitch Downgrades Senior Debt Ratings to 'BB'
CIT GROUP (AUSTRALIA): Fitch Puts 'BB+' IDR on Watch Negative
CITADEL BROADCASTING: S&P Assigns 'CCC' Corporate Credit Rating

CITIGROUP INC: Launches Joint Venture With Morgan Stanley
CITIGROUP INC: Won't Pay Five Former Executives Promised Severance
CLINT NORTON: Voluntary Chapter 11 Case Summary
CONSTAR INT'L: Completes Restructuring; Emerges From Chapter 11
CONTECH LLC: To Sell U.K. Unit to HiCorp; U.S. Trustee Objects

CONTECH LLC: Wants Plan Filing Period Extended to July 9
DARRYL A. NEWELL: Case Summary & 20 Largest Unsecured Creditors
DAVID MOHAMMED ESMAIL: Case Summary & 17 Largest Unsec. Creditors
DELTEK INC: Stockholders Subscribe to Rights Offering
DENES DDS INC: Case Summary & 11 Largest Unsecured Creditors

DESERET PROPERTIES: Voluntary Chapter 11 Case Summary
DHAN LAXMI LLC: Voluntary Chapter 11 Case Summary
DIAMOND T RANCH: Case Summary & 9 Largest Unsecured Creditors
DINOSAUR OIL: Case Summary & 5 Largest Unsecured Creditors
DIRECTV HOLDINGS: Fitch Affirms Issuer Default Rating at 'BB'

DISCOVER FINANCIAL: Moody's Cuts Senior Unsecured Rating to 'Ba1'
DTE ENERGY: Moody's Downgrades Rating to 'Ba3'; Retains Review
DTZ ROCKWOOD LLC: Case Summary & 20 Largest Unsecured Creditors
DWIGHT HOSTVEDT: Case Summary & 20 Largest Unsecured Creditors
EIF CALYPSO: S&P Downgrades Rating on $800 Mil. Facilities to 'BB'

ELMER DUANE ZEEB: Case Summary & 7 Largest Unsecured Creditors
EMISPHERE TECH: Has Until June 26 to Regain Compliance With Nasdaq
FEED THE METER: Case Summary & 20 Largest Unsecured Creditors
FERNANDO CUEVAS: Case Summary & 11 Largest Unsecured Creditors
FINITE PROPERTIES: Case Summary & 2 Largest Unsecured Creditors

FIRSTLIGHT POWER: S&P Affirms 'B+' Rating on First-Lien Facilities
FORD MOTOR: New Products Boost Sales by 20% in May 2009
GARY STEVEN OLSEN: Case Summary & 20 Largest Unsecured Creditors
GASCO DISTRIBUTION: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: Receives Court Approval of "First Day" Motions

GENERAL MOTORS: Court Permits Use of Cash Collateral
GENERAL MOTORS: Gets Interim Access to $15 Billion of DIP Facility
GENERAL MOTORS: Court Allows Asset Sale to Treasury-Backed Firm
GENERAL MOTORS: Seeks to Enforce Automatic Stay on Creditors
GENMAR HOLDINGS: Case Summary & 22 Largest Unsecured Creditors

GENTA INCORPORATED: Sets Special Meeting of Creditors for June 26
GEORGE R. DAKKAK: Case Summary & 16 Largest Unsecured Creditors
GMAC LLC: Chapter 11 Filing Won't Affect Moody's Ratings
GMAC LLC: Chapter 11 Filing Won't Affect S&P's 'CCC' Rating
GMAC LLC: Unfairly Subsidized by Federal Funds, Bankers Say

GRAHAM PACKAGING: Amends Loan Maturity to 2014 Under Credit Pact
GRAPHIC PACKAGING: Moody's Assigns 'B3' Rating on $245 Mil. Notes
GRAPHIC PACKAGING: S&P Assigns 'B-' Rating on $245 Mil. Notes
GS HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
GXS WORLDWIDE: Moody's Affirms 'B2' Corporate Family Rating

HUNTINGDON RECYCLING: Case Summary & 20 Largest Unsec. Creditors
ILLINOIS CAR CARE: Case Summary & 10 Largest Unsecured Creditors
INPACK PLASTICS: Case Summary & 20 Largest Unsecured Creditors
INTERMET CORP: Files Chapter 11 Plan; June 16 DS Hearing Set
J & C REAL PROPERTY: Case Summary & 18 Largest Unsecured Creditors

JAMES D. SIBILSKY: Case Summary & 12 Largest Unsecured Creditors
JANE & COMPANY: Court Approves $7.3 Million Sale to Reborn Beauty
J.O. CLARK: Case Summary & 20 Largest Unsecured Creditors
JOAO MARTINS CARDOSO: Case Summary & 13 Largest Unsec. Creditors
JOHN ARNOLD ASUNMAA: Case Summary & 20 Largest Unsecured Creditors

JORGE SANCHEZ: Case Summary & 20 Largest Unsecured Creditors
JOSEPH A. HARPER: Case Summary & 14 Largest Unsecured Creditors
L AND K ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
LA PLACITA SHOPPING: Case Summary & 9 Largest Unsecured Creditors
LAKESIDE 160: U.S. Trustee Sets Meeting of Creditors for June 16

LANGUAGE LINE: Moody's Upgrades Corporate Family Rating to 'B1'
LCG KENNEWICK: Case Summary & 13 Largest Unsecured Creditors
LEAP WIRELESS: Cricket Prices $1.1BB Notes Offering at 96.124%
LEAR CORP: Won't Pay $38 Mil. Semi-Annual Interest Obligation
LEHMAN BROTHERS: Seeks to Dismiss Pami Statler's Chapter 11 Case

LEHMAN BROTHERS: Asks Court to Set August 24 as Claims Bar Date
LEHMAN BROTHERS: Hearing to Investigate Barclays Moved to June 24
LEHMAN BROTHERS: UK Administrators Oppose Cross-Border Protocol
LINDA F. SCHAEFER: Case Summary & 15 Largest Unsecured Creditors
LOCAL NOTES: Case Summary & Largest Unsecured Creditor

LYONDELL CHEMICAL: Panel Seeks to Hire Wildgen as Special Counsel
LYONDELL CHEMICAL: Committee Seeks to Hire Kurtzman as Comm. Agent
LYONDELL CHEMICAL: Houston Refining Agree to Dismiss Koch Lawsuit
LYONDELL CHEMICAL: District Court Dismisses ConocoPhillips' Appeal
LYONS EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors

MACH GEN: Moody's Raises Rating on First-Lien Facilities to 'Ba3'
MANHATTAN TOWNHOMES: Voluntary Chapter 11 Case Summary
MARK ALAN CREWS: Case Summary & 22 Largest Unsecured Creditors
MASONITE INT'L: Court Confirms Prepackaged Chapter 11 Plan
MASONITE INT'L: Ontario Court Okays Canadian Plan of Arrangement

MCI INVESTMENT: Voluntary Chapter 11 Case Summary
MCNA CABLE: S&P Changes Outlook to Stable; Affirms 'B' Rating
MELENDEZ CONCRETE: Case Summary & 14 Largest Unsecured Creditors
METALDYNE CORP: Secures Court Okay to Access New Credit Facility
NATIONAL CENTURY: Lawsuit Against Shareholders to Proceed

NORTHFIELD LABORATORIES: Files for Ch 11 Bankruptcy Protection
NOVA BIOSOURCE: Richard Talley Resigns as COO and Other Positions
NW ACQUISITIONS: Case Summary & 13 Largest Unsecured Creditors
OLLY'S RETAIL: Files for Chapter 11 in Manhattan Court
OLLY'S RETAIL: Case Summary & 20 Largest Unsecured Creditors

OWENS ILLINOIS: Fitch Affirms Issuer Default Rating at 'BB'
PATRICK DAVIS: Case Summary & 10 Largest Unsecured Creditors
PAUL F. RHOADS: Case Summary & 10 Largest Unsecured Creditors
PAUL SANDNER: U.S. Trustee Sets Meeting of Creditors for June 18
PENINSULA CLEAR: Case Summary & 13 Largest Unsecured Creditors

PURNELL INVESTMENTS: Case Summary & Largest Unsecured Creditor
REAL-TEK: Voluntary Chapter 11 Case Summary
REDLE PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
RH DONNELLEY: Receives Court Approval of First Day Motions
RH DONNELLEY: Gets Interim Court Okay to Use Cash Collateral

RH DONNELLEY: Court Okays Retention of Garden City as Claims Agent
ROGER S. WALKER: Case Summary & 20 Largest Unsecured Creditors
RUED INC: Case Summary & 8 Largest Unsecured Creditors
SAN ANTONIO JOSEPH'S: Voluntary Chapter 11 Case Summary
SAUNDERS MFG.: Voluntary Chapter 11 Case Summary

SCOTT ORTHOTIC: Case Summary & 20 Largest Unsecured Creditors
SEDONA VICTORVILLE: Case Summary & 3 Largest Unsecured Creditors
SEMGROUP LP: Creditors' Panel to Intervene in Catsimatidis Suit
SEMGROUP LP: 8 Affiliates Amend Schedules of Assets & Debts
SEMGROUP LP: NYMEX Wants Rules Followed on Sale of Two Seats

SIX FLAGS: Extends Tender Deadline in Exchange Offer to June 12
SPIRIT AND TRUTH: Case Summary & 10 Largest Unsecured Creditors
SPIRIT VILLAGE: Voluntary Chapter 11 Case Summary
STAR TRIBUNE: Teamsters Union Threatens Strike if CBA Is Rejected
STEINWAY MUSICAL: S&P Downgrades Corporate Credit Rating to 'B'

STEVE TUPY TIRE: Case Summary & 4 Largest Unsecured Creditors
STUDIO PARC: Case Summary & 3 Largest Unsecured Creditors
TANDRA TEMPLE: Case Summary & 20 Largest Unsecured Creditors
TASKER PRODUCTS: Creditors File Involuntary Ch 7 Against Company
TENET HEALTHCARE: Fitch Puts 'BB-/RR1' Rating on $450 Mil. Notes

TENET HEALTHCARE: Moody's Assigns 'B1' Rating on $450 Mil. Notes
TENET HEALTHCARE: S&P Assigns 'BB-' Rating on $1 Bil. Senior Notes
TRANSMERIDIAN EXPLORATION: Files Chapter 11 Plan of Liquidation
TRILOGY DEVELOPMENT: Section 341(a) Meeting Slated for June 24
TROPICANA ENTERTAINMENT: Carl Icahn Wins Bidding for Casino

TXCO RESOURCES: U.S. Trustee Sets Meeting of Creditors for June 24
UNITED RENTALS: S&P Downgrades Corporate Credit Ratings to 'B'
VILLAGE HOMES: Court Upholds Lien Waiver Rights
VISTEON CORP: Seeks Court OK to Hire A&M as Restructuring Advisors
VISTEON CORP: Court Okays $6 Million Payment for Prepetition Taxes

VISTEON CORP: Court Allows $47MM Payment for Employee Obligations
VISTEON CORP: Wilmington Trust's Objection to Cash Collateral Use
WANDA MALAVEZ: Case Summary & 20 Largest Unsecured Creditors
WASHINGTON MUTUAL: Charles M. Lillis Resigns From Board
WASHINGTON MUTUAL: Alvarez & Marsal Bills $2.1MM for April Work

WASHINGTON MUTUAL: Longacre Transfers $1.3MM Claim to Blue Angel
WASHINGTON MUTUAL: Rozenfield Seeks Equity Committee Appointment
WEST COAST PROPERTY: Case Summary & 14 Largest Unsecured Creditors
WILLETTA LLC: Voluntary Chapter 11 Case Summary
WILLIAM A. BROCKMAN: Case Summary & 4 Largest Unsecured Creditors

WILLIAM S. PORTER: Case Summary & 20 Largest Unsecured Creditors
WMG ACQUISITION: Issues $1.1B Senior Secured Notes Due 2016
XERIUM TECHNOLOGIES: Names David Maffucci as EVP and CFO

* Upcoming Meetings, Conferences and Seminars

                            *********

1600 PACIFIC BUILDING: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: 1600 Pacific Building, L.P.
        100 Coast Blvd.
        Suite 302
        LaJolla, CA 92037

Bankruptcy Case No.: 09-33459

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Robert M. Nicoud, Jr., Esq.
                  Olson, Nicoud & Gueck, LLP
                  1201 Main St., Ste. 2470
                  Dallas, TX 75202
                  Tel: (214) 979-7300
                  Fax: (214) 979-7301
                  Email: rmnicoud@dallas-law.com

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

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

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

The petition was signed by Curtis Lockey, manager of the Company.


301 LONE OAK: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 301 Lone Oak Partners, Ltd.
        2607 Cardinal Lane
        Houston, TX 77396

Bankruptcy Case No.: 09-33815

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Debtor's Counsel: Robert C. Stokes, Esq.
                  Attorney at Law
                  5851 San Felipe, Suite 950
                  Houston, TX 77057
                  Tel: (713) 266-4190
                  Fax: (713) 266-4189
                  Email: robertcstokesatty@sbcglobal.net

Total Assets: $4,400,010

Total Debts: $3,926,982

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

          http://bankrupt.com/misc/txsb09-33815.pdf

The petition was signed by Jim Culberson.


845-47 N STATE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 845-47 N State Street LLC
        1333-1339 Basswood
        Schaumburg, IL 60173

Bankruptcy Case No.: 09-20032

Chapter 11 Petition Date: June 1, 2009

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

Judge: John H. Squires

Debtor's Counsel: David P. Leibowitz, Esq.
                  Leibowitz Law Center
                  420 Clayton Street
                  Waukegan, IL 60085-4232
                  Tel: (847) 249-9100
                  Email: dleibowitz@lakelaw.com

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

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

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

The petition was signed by Nabil Baaklini, managing member of the
Company.


ADC AGOURA: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: ADC Agoura, LLC
        5008 Chesebro Road
        Second Floor
        Agoura Hills, CA 91301

Bankruptcy Case No.: 09-16309

Chapter 11 Petition Date: May 27, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Joseph A. Eisenberg, Esq.
                  1900 Ave Of The Stars 7th Flr
                  Los Angeles, CA 90067
                  Tel: (310) 203-8080
                  Fax: (310) 203-0567
                  Email: jae@jmbm.com

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

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

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

          http://bankrupt.com/misc/cacb09-16309.pdf

The petition was signed by Alan Young, member of the Company.


AFFINION GROUP: Moody's Assigns 'B2' Rating on $125 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to $125 million
principal amount of proposed senior unsecured notes of Affinion
Group, Inc., and affirmed the B2 Corporate Family Rating and SGL-1
speculative grade liquidity rating.  The proceeds of the
$125 million note offering are expected to be used for general
corporate purposes which may include debt buybacks and
acquisitions.

Moody's also affirmed the Ba2 rating on the senior secured credit
facility and the B2 rating on $304 million of existing senior
notes.  Moody's lowered the rating on the senior subordinated
notes due 2015 to Caa1 from B3 because of higher levels of senior
debt in the capital structure pro forma for the pending senior
note issuance.

The B2 Corporate Family Rating reflects adequate financial
strength metrics for the rating category, significant revenue
concentration with large affinity partners, and concern that a
protracted recession could pressure member pricing or the size of
the customer base.  Despite a difficult economic environment,
Affinion's financial performance during 2008 and the first quarter
of 2009 was solid.  Affinion reported significant growth in
average revenue per member in the North American membership
business and strong customer growth in new international
membership programs.  The ratings are also supported by the
company's leading market position, long-term relationships with
affinity partners and track record of steady profitability growth.

Moody's took these rating actions:

Affinion Group, Inc.

  -- Affirmed $100 million senior secured revolver due 2011, Ba2
     (to LGD 2, 15% from LGD 2, 16%)

  -- Affirmed $649 million senior secured term loan due 2012, Ba2
     (to LGD 2, 15% from LGD 2, 16%)

  -- Affirmed $304 million senior unsecured notes due 2013, B2
     (LGD 4, 53%)

  -- Assigned $125 million senior unsecured notes due 2013, B2
     (LGD 4, 53%)

  -- Lowered $356 million senior subordinated notes due 2015, to
     Caa1 (LGD 5, 78%) from B3 (LGD 5, 76%)

Affinion Group Holdings, Inc.

  -- Affirmed $337 million senior unsecured term loan due 2012,
     Caa1 (LGD 6, 92%)

  -- Affirmed Corporate Family Rating, B2

  -- Affirmed Probability of Default Rating, B2

  -- Affirmed Speculative Grade Liquidity Rating, SGL-1

The last rating action on Affinion was on March 11, 2009 at which
time Moody's affirmed the B2 Corporate Family Rating and raised
the speculative grade liquidity rating to SGL-1 from SGL-2.

Affinion is a leading provider of marketing services and loyalty
programs to many of the largest financial service companies
globally.  The company provides credit monitoring and identity-
theft resolution, accidental death and dismemberment insurance,
discount travel services, loyalty programs, various checking
account and credit card enhancement services.  Apollo Management
V, L.P., owns 97% of Affinion's common stock.


AGAINST ALL ODDS: Court Approves Sale of Assets to New Deal
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
on May 28, 2009, the sale of substantially all of Against All
Odds, USA, Inc.'s assets to New Deal, LLC.

Against All Odds, an urban-style clothing retailer, filed for
bankruptcy protection in early January.  As a result of the sale,
unsecured creditors are guaranteed a return on their debt that
exceeds liquidation value, and creditors and consumers are assured
that Against All Odds will remain in business, in spite of the
global financial crisis, the lack of credit, and the adverse
impact on retailers caused by certain provisions of the Bankruptcy
Abuse Prevention and Consumer Protection Act of 2005.

The Official Committee of Unsecured Creditors of Against All Odds
has supported the Debtor's motion for entry of an order approving,
inter alia, the sale of substantially all of the Debtor's assets
pursuant to an Asset Purchase Agreement by and among the Debtor,
New Deal, and the Committee.  The Committee fully supports the
approval of the Sale because it accomplishes several significant
goals for the Committee's constituency, which consists of vendors
of goods, service providers, and landlords:

     (i) the APA provides for a significantly higher return to
         general unsecured creditors than they would realize in a
         liquidation of the Debtor's assets;

    (ii) vendors with valid reclamation claims and section
         503(b)(9) claims will be paid in full;

   (iii) landlords whose leases are assumed will have allowed
         lease cure claims paid in full;

    (iv) vendors and service providers will have a continuing
         customer for their products and services going forward;
         and

     (v) landlords will have a tenant for the numerous locations
         which New Deal is assuming.

After extensive, arm's-length negotiations among the Debtor, New
Deal, and the Committee, the parties agreed to the terms and
conditions set forth in the APA, which provide that New Deal will
purchase substantially all of the Debtor's assets in consideration
for:

     (i) a 14% distribution to general unsecured creditors,
         subject to a reduction if the Debtor's and Committee's
         post-April 30 professional fees exceed $500,000 in the
         aggregate;

    (ii) a waiver of any and all claims held by Wicked Fashions,
         Inc., and Mr. Kenny Khym against the Debtor and its
         estate; and

   (iii) amounts payable in order to cure any defaults in respect
         of any leases or contracts assumed by the Debtor and
         assigned to New Deal.

In addition, New Deal (i) guarantees payment in full of all
allowed secured, administrative and priority claims; and (ii) will
provide the Debtor with reasonable services and support, at no
charge to the Debtor, including the use of New Deal's employees,
to complete the work needed to wind-down the Debtor's estate and
confirm a plan.

The Committee projects that general unsecured creditors would
receive between -0.7% and 3.4%, if the Debtor liquidated its
assets commencing on or about June 30.  The proposed sale of the
Debtor's assets to New Deal provides a far greater return to
general unsecured creditors than could otherwise be achieved.

Furthermore, the Committee is convinced that the terms of the APA
represent the highest or otherwise best deal the Committee can
obtain because:

         -- the structure of the transaction eliminates the risk
            to general unsecured creditors that their distribution
            will diminish as unexpected claims and costs accrue;

         -- provides for a continuation of the Debtor's business;
            and

         -- there was no viable alternative which would assure a
            greater recovery to general unsecured creditors than
            the sale of the Debtor's assets to New Deal.

Jay R. Indyke, Esq., and Brent Weisenberg, Esq., at Cooley Godward
Kronish represent the Official Committee of Unsecured Creditors.

Moonachie, New Jersey-based Against All Odds USA Inc. --
http://www.aao-usa.com/-- operates more than 70 men's apparel
stores from New York to California.  It sells clothing and
accessories targeted at young men including lines by Southpole, G
Unit, Ecko Unlimited and Converse.  It was founded in 1995.

The Debtor filed for bankruptcy protection on January 5, 2009
(Bankr. D. N.J. Case No. 09-10117).  The Hon. Donald H. Steckroth
presides over the case.  Dwight E. Yellen, Esq., and Michael James
Sheppeard, Esq., at Ballon, Stoll, Bader & Nadler PC in
Hackensack, New Jersey (Tel: (201) 342-7808) represent the Debtor.
Against All Odds listed both assets and debts to be less than $50
million each. According to court documents, Against All Odds' 20
largest creditors without collateral backing their claims are owed
a total of $10.6 million.  Wicked Fashions is listed as the
largest unsecured creditor, holding a $3.9 million claim.


AGAPE WORLD: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Agape World Group Incorporated
        925 Minters Chapel Road
        Grapevine, TX 76051

Bankruptcy Case No.: 09-43308

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Debtor's Counsel: Warren V. Norred, Esq.
                  Norred Legal
                  2707 Yorkfield Court
                  Arlington, TX 76001
                  Tel: (817) 478-1132
                  Fax: (817) 478-1133
                  Email: wnorred@norredlegal.com

Total Assets: $6,243,000

Total Debts: $3,000,692

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

          http://bankrupt.com/misc/txnb09-43308.pdf

The petition was signed by Mike Nwanju, financial director of the
Company.


ALU-CUT INTERNATIONAL: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Alu-Cut International, LLC
        1190 Katy Fort Bend Road
        Katy, TX 77493

Bankruptcy Case No.: 09-33910

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Sterling A. Minor, Esq.
                  Attorney at Law
                  808 Travis St., Ste 1418
                  Houston, TX 77002-5734
                  Tel: (713) 223-8585
                  Fax: (713) 223-4324
                  Email: sminor@sterlingminor.com

Total Assets: $728,080

Total Debts: $2,385,780

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

          http://bankrupt.com/misc/txsb09-33910.pdf

The petition was signed by Ingvar Skulason, general manager of the
Company.


AMERICAN AXLE: To Cut AAM Stock Fund Under 401(k) Saving Plan
-------------------------------------------------------------
American Axles & Manufacturing Holdings notified all of
its officers and directors that the AAM Stock Fund will be
discontinued and removed as an investment option under the
company's salaried savings plan and personal savings plan for
hourly-rate associates in accordance with the Sarbanes-Oxley Act
of 2002.

A blackout period for the AAM Stock Fund under the plans, the
company said, will start on June 22, 2009, so that the plans can
sell all of its common stock held in that fund.  The blackout
period is expected to end during the week of June 29, 2009.  Once
the blackout period has ended, all AAM Stock will have been sold
and the AAM Stock Fund will be discontinued and removed as an
investment option in the plans, the company noted.

On May 22, 2009, plan participants with investments in the AAM
Stock Fund were given written notice of the discontinuation of the
AAM Stock Fund and the blackout period.  During the blackout
period, plan participants will be temporarily unable to:

  * transfer interests from the AAM Stock Fund;

  * obtain loans from the Plans if invested in the AAM Stock
    Fund; or

  * obtain a distribution from the plan if invested in the AAM
    Stock Fund.

The company stated that this period, during which participants
will be unable to exercise these rights otherwise available under
the plans, is called a "blackout period."

Under Sarbanes-Oxley, directors and executive officers are
prohibited from trading in company's stock, subject to certain
limited exceptions, for as long as a majority of participants in
the company's stock plans are not able to purchase or sell stock.
Consequently, during the blackout period, you may not directly or
indirectly purchase, sell or otherwise acquire or transfer AAM
common stock acquired in connection with your service or
employment as a director or executive officer of the company.

For questions about the status of the blackout period, please
contact:

    Patrick S. Lancaster
    Executive Vice President,
    Chief Administrative Officer & Secretary
    American Axle & Manufacturing, Inc.
    One Dauch Drive
    Detroit, MI 48211-1198
    Tel: (313) 758-2000

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles.  In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), the company also has
offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea, Thailand and the United
Kingdom.

                           *     *     *

Deloitte & Touche LLP, American Axle's auditors, have raised
substantial doubt about the ability of the Company to continue as
a going concern.  Deloitte noted the significant downturn in the
domestic automotive industry which has an adverse impact on
American Axle's two largest customers.

As reported by the Troubled Company Reporter on April 30, 2009,
Fitch Ratings downgraded American Axle & Manufacturing Holdings,
Inc.'s Long-term Issuer Default Rating to 'CCC' from 'B-'; and
American Axle & Manufacturing, Inc.'s Long-term IDR to 'CCC' from
'B-'; Senior secured bank facility to 'B-/RR3' from 'B+/RR2'; and
Senior unsecured notes to 'C/RR6' from 'CCC/RR6'.


ANN M. MILES: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ann M. Miles
        6 Sarah's Way
        Newton, NH 03858

Bankruptcy Case No.: 09-12063

Chapter 11 Petition Date: June 1, 2009

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

Debtor's Counsel: Jennifer Rood, Esq.
                  Bernstein Shur
                  670 N. Commercial St., Ste 108
                  PO Box 1120
                  Manchester, NH 03105-1120
                  Tel: (603) 623-8700
                  Fax: (603) 623-7775
                  Email: jrood@bernsteinshur.com

Total Assets: $2,267,911

Total Debts: $1,917,249

A full-text copy of Ms. Miles' petition, including a list of her 3
largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/nhb09-12063.pdf

The petition was signed by Ms. Miles.


ARTHUR P. DOHERTY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Arthur P. Doherty, Jr.
               Patricia Doherty
               35 Allan Road
               West Barnstable, MA 02668

Bankruptcy Case No.: 09-14895

Chapter 11 Petition Date: May 28, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtors' Counsel: Stephen E. Shamban, Esq.
                  Stephen E. Shamban Law Offices, P.C.
                  222 Forbes Road
                  Suite 208
                  P.O. Box 850973
                  Braintree, MA 02185-0973
                  Tel: (781) 849-1136
                  Email: sshamban@yahoo.com

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

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

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

      http://bankrupt.com/misc/mab09-14895.pdf

The petition was signed by the Joint Debtors.


ASARCO LLC: Century Indemnity Opposes Parent's 3rd Amended Plan
---------------------------------------------------------------
Century Indemnity Company objects to the approval of the
disclosure statement explaining ASARCO Incorporated and Americas
Mining Corporation's Third Amended Plan of Reorganization for
ASARCO LLC.

As reported in the Troubled Company Reporter on May 22, 2009,
ASARCO Incorporated and AMC filed the Plan "to retain its equity
interest in its wholly-owned indirect subsidiary, ASARCO LLC," the
company related in a public statement.  The Parent noted that it
has been seeking to reclaim full equity ownership of ASARCO LLC
since the Debtor filed for Chapter 11 protection in August 2005.

Under the terms of the Third Amended Plan, the Parent is offering
a total consideration of more than $1.6 billion, including
$1.3 billion in cash and a $250 million fully-committed loan to
ASARCO LLC.  In contrast, the Parent points out, the competing
plan under consideration by the U.S. Bankruptcy Court for the
Southern District of Texas offered by Vedanta Resources plc's
subsidiary, Sterlite (USA), Inc., offers only $1.1 billion
in cash and a non-interest bearing so-called "copper note," which
Vedanta values at $200 million, backstopped only by a
$100 million letter of credit.

In addition to the superior economic value, the Parent points out
that the Third Amended Plan has the full support of ASARCO LLC's
asbestos creditors, one of the most important creditor groups
involved in ASARCO LLC's bankruptcy.  The Parent asserts that
Vedanta's Plan is conditioned on it obtaining the support of the
asbestos creditors, which limits its ability to be confirmed by
the Court.

The Parent's Plan contemplates confirmation of the plan no later
than July 31, 2009, and the plan being declared effective no later
than August 31, except as may be otherwise agreed by the Parent
and asbestos representatives.

                      Century's Objections

Century asserts that the disclosure statement of ASARCO Inc. and
AMC Plan should be denied for these reasons:

  -- The disclosure statement and Plan are missing crucial
     documents necessary for creditors to make an informed
     decision to accept or reject the Plan;

  -- Adequate notice has not been provided to creditors to
     allow them the full opportunity to review the disclosure
     statement and the Plan before being required to determine
     the adequacy of the disclosure statement with respect to
     the Plan;

  -- The disclosure statement lacks adequate information
     concerning the adversary proceedings and avoidance actions
     against other insurers;

  -- The disclosure statement lacks adequate information
     concerning the impact the ultimate ruling on the Debtors'
     9019 Environmental Motion will have on the recoveries to all
     creditors;

  -- The disclosure statement lacks adequate information
     concerning the identities and affiliations of certain
     successors to the Debtors; and

  -- The disclosure statement lacks adequate information
     concerning the Brownsville Litigation.

                       About ASARCO LLC

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

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

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

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

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

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

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

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

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted its own plan which allows it to keep its equity
interest in ASARCO LLC by offering full payment to ASARCO's
creditors.

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


ASARCO LLC: Arizona Awaiting Approval of $30 Million Settlements
----------------------------------------------------------------
Governor Jan Brewer disclosed in May 2009 the participation of
Arizona in two settlements, valued at about $30 million in cash
and land transfers to the State, with the copper mining company
ASARCO.  The settlements were filed in U.S. Bankruptcy Court in
Texas and are awaiting approval.

The settlements compensate Arizona for damages to its natural
resources and provide funds to Arizona to ensure cleanup of three
historical mine sites -- Sacaton, northwest of the city of Casa
Grande; Salero, northwest of the Town of Patagonia; and Trench,
south of Patagonia.  The settlements also assist ASARCO in
emerging from bankruptcy and help protect 2,500 jobs at the
company's sites remaining in operation: the Ray Complex Mine and
Smelter near Kearny, the Silver Bell Mine northwest of Tucson, and
the Mission Complex south of Tucson.  The settlements are known as
the Remediation Trust Settlement and the Natural Resource Damage
Settlement.

"The settlements represent many years of work and cooperation
among our state agencies, ASARCO, and other cooperating states,"
Gov. Brewer said.  "We welcome both the environmental settlements
which will preserve three parcels of land that are treasures along
Arizona's river system, and the big steps we take today to
preserve Arizona jobs.  The settlement today is indeed a win-win
for Arizona's natural resources and for Arizona's economy as we
emerge from a devastating economic downturn."

"The settlements also include a $23 million Remedial Trust, funded
by ASARCO, to clean up the three sites in Arizona," said ADEQ
Acting Director Patrick J. Cunningham.  "These sites are now owned
by ASARCO but are no longer operating."

The Natural Resource Damage Settlement provides nearly $4 million
in unsecured claims for restoration, perpetual operation and
maintenance and a transfer of three parcels of land, totaling
about 1,000 acres, to the Trustees to be owned by the Arizona Game
and Fish Commission and managed for wildlife.

The parcels, located along about 4 miles of the Lower San Pedro
River south of the towns of Winkelman and Hayden near the
confluence with Aravaipa Creek, are home to many diverse species,
including neo-tropical migratory birds, nesting raptors, the
endangered southwestern willow flycatcher, and waterfowl species.
ASARCO and the State of Arizona have estimated the total cash
value of the properties to be between $3 million and $4 million,
and it compensates the State for damage done to Arizona's natural
resources.

"The San Pedro River supports nearly two-thirds of the avian
diversity in the United States.  All three parcels to be deeded to
the Arizona Game and Fish Commission in this settlement have dense
riparian habitat and high ecological value.  The Game and Fish
Department will manage the parcels and associated water rights in
perpetuity for wildlife benefits and in stewardship for the
citizens of Arizona," said Game and Fish Director Larry Voyles.

The three Arizona remedial sites to be cleaned up are the Sacaton
site ($20 million); and the Trench site and Salero site ($2.85
million combined).  The funds will be used to reclaim, revegetate,
or cap acid-generating tailings and waste-rock piles located at
these sites.

The settlements act to safeguard State Trust Land that abuts the
three ASARCO parcels transferred to Game and Fish for
preservation.  The State Trust lands make up part of the riparian
area along the San Pedro and are of great value to the state and
the Permanent School Trust.

"This settlement will provide for the restoration of one of the
most important riparian areas in our State," said State Land
Commissioner Mark Winkleman.

The settlements to resolve damage to natural resources are the
result of negotiations among ASARCO, ADEQ, the Arizona State Land
Department, the Arizona Game and Fish Department, the Arizona
Attorney General, and the U.S. Departments of Justice and the
Interior, represented by the U.S. Fish and Wildlife Service and
the Bureau of Land Management.  The damages for release of
hazardous substances are being awarded under the federal Superfund
law, and ADEQ acts as Arizona's Natural Resource Trustee under
federal law by delegation from the Governor.

These two settlements are in addition to two other agreements
between ADEQ and ASARCO already filed with the U.S. Bankruptcy
Court in Texas.  In June 2008, ASARCO agreed with the State of
Arizona and U.S. Environmental Protection Agency to clean up
contamination from the company's mining activities in Hayden and
Winkelman, and the agreement has received formal approval by the
U.S. Bankruptcy Court in Texas overseeing ASARCO's bankruptcy
proceedings.

Under terms of the agreement ASARCO will spend $13.5 million to
clean up contaminated soils from residential areas in the towns
with high levels of arsenic, copper or lead.  ASARCO also will
reimburse ADEQ and EPA for oversight activities related to the
cleanup.  In October 2008, ASARCO agreed to pay ADEQ $880,000 to
fund cleanup of the Helvetia mine site south of Tucson.  The mine
is no longer owned or operated by ASARCO.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Asbestos Parties Want to Block Estimation
-----------------------------------------------------
Several parties filed separate objections to ASARCO LLC's
supplemental request for the estimation of derivative asbestos
liabilities.  Under the supplemental request, ASARCO urged the
U.S. Bankruptcy Court for the Southern District of Texas to
estimate its "direct asbestos liability" and include that
estimation for matters that are to be considered on June 22, 2009.

The Court commenced a hearing to consider the supplemental request
on May 29, 2009.

The Objecting Parties are:

  -- the Official Committee of Asbestos Claimants and the Future
     Claims Representative, Robert C. Pate;

  -- Fireman's Fund Insurance Company;

  -- certain asbestos personal injury claimants with claims
     against one or more of the Debtors represented by counsel,
     SimmonsCooper LLC;

  -- all asbestos claimants represented by Ryan Foster &
     Associates, P.L.L.C.;

  -- claimants represented by Williams Kherkher Hart Boundas,
     LLP, formerly known as Williams Bailey Law Firm, L.L.P.;

  -- all asbestos claimants represented by Provost Umphrey
     L.L.P.;

  -- certain asbestos personal injury claimants represented by
     Goldenberg Heller Antognoli & Rowland, P.C.;

  -- all asbestos claimants represented by Brent Coon &
     Associates;

  -- certain asbestos personal injury claimants represented by
     The Shepard Law Firm, P.C.;

  -- certain asbestos personal injury claimants represented by
     George & Sipes, LLP;

  -- certain asbestos personal injury claimants represented by
     Goldberg, Persky & White, P.C.;

  -- certain asbestos personal injury claimants represented by
     the Law Offices of Peter G. Angelos, P.C.;

  -- certain asbestos personal injury claimants represented by
     Thornton & Naumes, LLP;

  -- certain asbestos personal injury claimants represented by
     Brayton Purcell, LLP;

  -- American Home Assurance Company, Lexington Insurance
     Company, and Century Indemnity Company, as successor to CCI
     Insurance Company, as successor to Insurance Company of
     North America and as successor to CIGNA Specialty Insurance
     Company;

  -- certain asbestos personal injury claimants represented by
     Brayton Purcell, LLP;

  -- Claimants Patricia Vickman, Peter Piotrowski, Richard
     Reimer, Russell Wachholz, Vicki Tatera, Delores Provance,
     Jerome Kolinski, Hilda Adams and Barbara Bremer;

  -- certain asbestos personal injury claimants represented by
     the Law Offices of Michael R. Bilbrey, P.C.;

  -- certain asbestos personal injury claimants represented by
     Waters & Kraus, LLP;

  -- certain asbestos personal injury claimants represented by
     Heninger Garrison Davis, LLC, and W. Lee Gresham, III;

  -- all asbestos personal injury Claimants represented by the
     Law Firm of Cooney & Conway;

  -- certain asbestos personal injury claimants represented by
     John Arthur Eaves Law Firm;

  -- claimants represented by The Bogdan Law Firm;

  -- certain asbestos personal injury claimants represented by
     Bevan & Associates LPA, Inc.;

  -- certain asbestos personal injury claimants represented by
     The Madeksho Law Firm, PLLC;

  -- certain asbestos personal injury claimants represented by
     Maples and Lomax, P.A.;

  -- certain asbestos personal injury claimants represented by
     Kazan, McClain, Lyons, Greenwood & Harley, PLC;

  -- claimants represented by Shrader & Williamson, LLP;

  -- certain asbestos personal injury claimants represented by
     Richardson, Patrick, Westbrook & Brickman, LLC;

  -- asbestos claimants represented by Baron & Budd, P.C.;

  -- claimants represented by Williams Kherkher Hart Boundas,
     LLP, formerly known as Williams Bailey Law Firm, L.L.P.;
     and

  -- claimants represented by The Law Offices Of Clapper, Patti,
     Schweizer & Mason.

The Objecting Parties contend that the requests represent last-
minute gamesmanship, in flagrant violation of the rules of the
Court and of the Federal Rules of Bankruptcy Procedure, as well
as fundamental due process, by the Debtors in an effort to
pressure the asbestos constituencies to accept an inferior plan
of reorganization.  They allege that the requests were just filed
at the last minute in an attempt to pressure asbestos claimants
to accept a self-serving and inferior plan of reorganization.

The Objecting Parties argue that adjudication of the claims of
personal injury claimants is outside the core jurisdiction of the
bankruptcy court.  They note that the United States Code excludes
very few matters from the core jurisdiction of the bankruptcy
courts.

ASARCO's timing with the filing of the supplemental request is
both a strategic and sinister attempt to deprive asbestos
creditors of their due process rights, the Objecting Parties
assert.  The Objecting Parties add that if the Court expands the
estimation hearing to include direct claims, they would insist
they be afforded due process.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Asbestos Claimants Oppose Rush Discovery
----------------------------------------------------
Asbestos claimants and several other parties submitted responses
asking the U.S. Bankruptcy Court for the Southern District of
Texas to deny ASARCO LLC's request for expedited discovery in
connection with its first set of interrogatories for Asbestos
Claimants, as well as the Debtors' request to shorten the notice
period of the hearing for the discovery request.  Some of the
Objecting Parties also filed joinders to the previously reported
objection filed by the Official Committee of Asbestos Claimants.

The Objecting Parties are:

  -- the Official Committee of Asbestos Claimants;

  -- certain asbestos personal injury claimants with claims
     against one or more of the Debtors represented by counsel,
     SimmonsCooper LLC;

  -- all asbestos claimants represented by Ryan Foster &
     Associates, P.L.L.C.;

  -- all asbestos claimants represented by Provost Umphrey
     L.L.P.;

  -- all asbestos claimants represented by Brent Coon &
     Associates;

  -- claimants represented by Williams Kherkher Hart Boundas,
     LLP, formerly known as Williams Bailey Law Firm, L.L.P.;

  -- certain asbestos personal injury claimants represented by
     The Shepard Law Firm, P.C.;

  -- certain asbestos personal injury claimants represented by
     Thornton & Naumes, LLP;

  -- certain asbestos personal injury claimants represented by
     the Law Offices of Peter G. Angelos, P.C.;

  -- certain asbestos personal injury claimants represented by
     George & Sipes, LLP;

  -- various claimants represented by Motley Rice LLC;

  -- certain asbestos personal injury claimants represented by
     Maples and Lomax, P.A.;

  -- certain asbestos personal injury claimants represented by
     Kazan, McClain, Lyons, Greenwood & Harley, PLC;

  -- claimants represented by Shrader & Williamson, LLP;

  -- certain asbestos personal injury claimants represented by
     Richardson, Patrick, Westbrook & Brickman, LLC;

  -- certain asbestos personal injury claimants represented by
     Brayton Purcell, LLP;

  -- asbestos claimants represented by Baron & Budd, P.C.;

  -- certain asbestos personal injury claimants represented by
     the Law Offices of Michael R. Bilbrey, P.C.;

  -- all asbestos personal injury Claimants represented by the
     Law Firm of Cooney & Conway;

  -- various claimants represented by Lipsitz & Ponterio, LLC;

  -- certain asbestos personal injury claimants represented by
     Heninger Garrison Davis, LLC, and W. Lee Gresham, III;

  -- claimants represented by The Law Offices Of Clapper, Patti,
     Schweizer & Mason.

  -- certain asbestos personal injury claimants represented by
     F. Gerald Maples, P.A.;

  -- certain asbestos personal injury claimants represented by
     John Arthur Eaves Law Firm;

  -- certain asbestos personal injury claimants represented by
     Shein Law Center, Ltd.;

  -- certain asbestos personal injury claimants represented by
     Bevan & Associates LPA, Inc.; and

  -- certain asbestos personal injury claimants represented by
     The Madeksho Law Firm, PLLC.

As reported by the Troubled Company Reporter on May 22, 2009,
ASARCO LLC asked the U.S. Bankruptcy Court for the Southern
District of Texas for expedited discovery in connection with its
first set of Interrogatories for Asbestos Claimants.  ASARCO LLC
served on May 15, 2009, two short interrogatories to all
individuals, who have asserted a claim against the Debtors for
injuries allegedly related to exposure to asbestos.  The purpose
of the Interrogatories is to determine the number of direct claims
against ASARCO LLC that exist, as opposed to the much more common
claim for relief against ASARCO LLC's subsidiaries, like Lac
d'Amiante due Quebec Ltee, formerly known as Lake Asbestos of
Quebec, Ltd., and CAPCO Pipe Company, Inc., formerly known as
Cement Asbestos Products Company.  The information sought by the
Interrogatories is critical for the Court to estimate ASARCO LLC's
asbestos liability, relates Jack L. Kinzie, Esq., at Baker Botts
L.L.P., in Dallas, Texas.  As the trial for the estimation of
ASARCO LLC's derivative asbestos liability is set for June 22,
2009, ASARCO LLC asked the Court to direct Asbestos Claimants to
respond to the Interrogatories by June 5 so that the parties can
proceed efficiently in their preparation for the trial.

According to the TCR, Sander L. Esserman, Esq., at Stutzman,
Bromberg, Esserman & Plifka, in Dallas, Texas, on behalf of the
Official Committee of Asbestos Claimants, noted that the request
for expedited discovery does not provide any explanation
whatsoever regarding why ASARCO "waited until this late date to
decide it needed this purportedly 'critical' information when the
hearing to estimate ASARCO's derivative asbestos liability has
been set for over a month, and the estimation proceeding itself
has been pending for years."  Mr. Esserman insists that asbestos
claimants from whom ASARCO seeks last minute discovery and their
counsel are entitled to reasonable notice and opportunity to be
heard on a request to require them to respond to discovery on an
expedited basis.  He adds that similarly, the Asbestos Committee
is entitled to reasonable notice and an opportunity to be heard on
whether cause exists for an expedited hearing or for expedited
discovery.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ATLAS PIPELINE: Pact Amendment Won't Affect S&P's 'B-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that midstream energy
company Atlas Pipeline Partners L.P.'s (B-/Negative/--)
announcement that it has amended its credit agreement does not
immediately affect the company's ratings or outlook at this time.
S&P views the key terms of the amendment as generally supportive
of Atlas's near-term credit profile, although the company's
overall credit profile is in line with S&P's expectations for the
current rating.

S&P believes it should provide Atlas with additional liquidity,
increased financial covenant headroom, and additional funds to
invest in the business (rather than for debt repayment) under
certain conditions.  S&P also believes that the limitations on
future capital spending and distributions provided in the
amendment protect debt investors if cash flow weakens or becomes
more volatile.


AUTOCLUB BODY: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Autoclub Body and Paint Service, Inc.
        4101 E. 11th Avenue
        Hialeah, FL 33013

Bankruptcy Case No.: 09-20354

Chapter 11 Petition Date: May 27, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Jeffrey N. Schatzman, Esq.
                  9990 SW 77 Ave PH 2
                  Miami, FL 33156
                  Tel: (305) 670-6000
                  Fax: (305) 274-0220
                  Email: notices@schatzmanlaw.com

Total Assets: $422,265

Total Debts: $1,547,215

A list of the Company's 18 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/flsb09-20354.pdf

The petition was signed by Benito Correa, president of the
Company.


BANK OF AMERICA: Ethan Harris & David Bianco to Join Firm
---------------------------------------------------------
Ed Welsch at The Wall Street Journal reports that Bank of America-
Merrill Lynch said that it has hired Ethan Harris as North America
economist and David Bianco as U.S. chief equity strategist.

According to WSJ, Mr. Harris will leave Barclays Capital in
September to replace David Rosenberg, who left BofA-Merrill in May
to become the chief economist and strategist for Gluskin Sheff &
Associates Inc.  WSJ says that Mr. Harris had been Lehman
Brothers' chief U.S. economist since 2003, and joined Barclays
after it acquired Lehman's research department in 2008.  WSJ
states that before joining Lehman in 1996, Mr. Harris worked at
the Federal Reserve Bank of New York and as an international
economist at J.P. Morgan Chase.

WSJ relates that Mr. Bianco will leave UBS in July to take over
part of the role formerly held by Richard Bernstein, BofA-
Merrill's chief investment strategist who left in April to start
his own money-management firm.  According to the report, Mr.
Bianco was UBS's chief U.S. equity portfolio strategist and chief
of U.S. valuation and accounting research.  The report says that
before joining UBS in 2002, Mr. Bianco worked as Deutsche Bank's
chief U.S. quantitative strategist and at Credit Suisse First
Boston as a senior equity analyst.  The report states that Mr.
Bianco has also served on the Financial Accounting Standards
Board's advisory council since 2005.

WSJ reports that other parts of Mr. Bernstein's former role --
including authoring the Research Investment Committee Report --
will be taken on by Michael Harnett, BofA-Merrill's co-head of
international strategy and chief emerging market strategist.  Mr.
Harnett, says WSJ, takes on the title of chief global equity
strategist in his expanded role.

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.


BANKUNITED FINANCIAL: Elects New Directors
------------------------------------------
BankUnited Financial Corporation continued its annual meeting of
stockholders, which had been recessed at the meeting held last
May 4, 2009.  At the Annual Meeting, stockholders elected new
directors to ensure that the Company has a board of directors
prepared to efficiently manage a bankruptcy process and preserve
the rights and interests of the creditors and stockholders.
Ramiro Ortiz, Felix Garcia, Brad Weiss, Humberto Lopez and
Lawrence Blum resigned from the Company's Board and officers'
positions.  At the Annual Meeting, Doyle Bartlett, Lester Bliwise
and Danielle Camner Lindholm were elected to the Board.  Al
Bernkrant and Neil Messinger were re-elected to the Board on
May 27, 2009.  Marc Jacobson was re-elected to the Board at the
May 4, 2009 meeting.  All directors will serve for a one-year term
to expire in May 2010.  Ms. Lindholm will serve as Chairman of the
Board.

Mr. Bartlett co-founded the Eris Group, a boutique government
relations firm, in 2003.  Previously, he served for five years as
Chief of Staff to Representative Bill McCollum (R-FL), supporting
Congressman McCollum's work as Vice Chairman of the House Banking
Committee and Chairman of the House Judiciary Committee's Crime
Subcommittee.  In this role, he managed all aspects of the
Congressman's Washington, DC, and district offices.  Mr. Bartlett
oversaw Bill McCollum's race for the U.S. Senate in 1999-2000 and
his successful campaign for Florida Attorney General in 2006.
From 1999 to 2002, Mr. Bartlett was a Senior Vice President at the
Smith-Free Group.  From 1988 to 1994, Mr. Bartlett was General
Counsel and Senior Vice President for Legislative Services with
the Conference of State Bank Supervisors, the professional
association of state banking regulators.  Before joining CSBS, Mr.
Bartlett was Manager of State Government Relations at Freddie Mac.
Mr. Bartlett came to Washington in 1984 as staff to the House
Banking Committee, supporting Congressman Bill McCollum in his
position as ranking member of the Subcommittee on Domestic
Monetary Policy.  He had previously served as McCollum's district
representative in Orlando, Florida.

Mr. Bliwise is a partner in the national law firm of Sutherland
Asbill & Brennan LLP, resident in its New York office.  His
practice is national in scope and concentrates in the area of
commercial real estate where he has extensive experience in
conventional and capital market financings, acquisitions and
dispositions, equity investments and debt restructurings and
workouts.  He has served as counsel to commercial and investment
banks, pension funds and their advisors, insurance companies,
institutional owners and investors and others.  Mr. Bliwise is co-
chair of the Sutherland's Debt and Equity Finance Practice Group.
He is a fellow of the American College of Real Estate Lawyers, the
American College of Mortgage Attorneys and the New York Bar
Foundation.

Ms. Lindholm is Vice President for Policy at Business Executives
for National Security and manages a portfolio that includes threat
finance/anti-money laundering, intelligence transformation,
homeland security, and federal outreach projects.  Specializing in
economic and commercial aspects of national security, she has
served in a range of positions: as International Harmonization
Program Specialist at the Department of Transportation (1996-
1997), as the Country Manager for the Middle East and North Africa
at the U.S. Trade and Development Agency (1997-1999), as a Special
Assistant to the Under Secretary of State for Economic, Business,
and Agricultural Affairs (doing worldwide commercial issues)
(1999-2001), and as an Advisor for International Economic Policy
at the National Economic Council (2000-2001).  Before joining BENS
in January 2005, Ms. Lindholm served as the Senior Policy Advisor
to a U.S. Congressman, working on issues that included financial
services, national and homeland security, and foreign affairs.

On May 27, 2009, the Board appointed Mark Bloom of Greenberg
Traurig P.A. as bankruptcy counsel, subject to the approval of the
Bankruptcy Court.

The Annual Meeting was recessed again until June 2, 2009, at
11:30 a.m. at the Coral Gables Hyatt in Coral Gables, Florida.

                       About BankUnited

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

BankUnited Financial filed for Chapter 11 bankruptcy protection
before the U.S. Bankruptcy Court for the Southern District of
Florida.


BUTLER SERVICES: Files Ch. 11 Petitions; Inks Asset Purchase Pact
-----------------------------------------------------------------
Butler Services International, Inc., and 7 debtor-affiliates have
filed for Chapter 11 protection with the U.S. Bankruptcy Court for
the District of Delaware.  The Company is represented by Charlene
D. Davis, Esq., and Justin R. Alberto, Esq., at Bayard, P.A.

Butler International, Inc., has entered into a "stalking horse"
asset purchase agreement with Butler America, LLC, an affiliate of
D. Stephen Sorensen, Chairman & Chief Executive Officer of Select
Staffing, to sell substantially all of the assets of Butler
International, Inc., and certain of its subsidiaries to Butler
America.

Butler International said it filed a motion, along with voluntary
petitions under Chapter 11 of the United States Bankruptcy Code,
with the United States Bankruptcy Court for the District of
Delaware for approval of the expedited sale to Butler America
pursuant to applicable provisions of the Bankruptcy Code.  Under
the terms of the agreement, Butler America has agreed, subject to
Court approval and other closing conditions, to acquire
substantially all of the non-publishing assets of Butler
International for approximately $27,000,000 in cash, subject to
certain adjustments.  Butler America has also agreed to assume
certain liabilities of Butler International.

The sale of Butler International is subject to higher and better
offers.  Butler International has asked the Court to approve
certain bidding procedures designed to achieve the highest value
for its stakeholders and to create a strong, vital company for its
customers.

Ronald Uyematsu, Chief Executive Officer of Butler International,
commented, "We are very pleased to have reached this important
step in resolving the future of Butler International.  In these
challenging economic conditions, we believe that a transaction
based on the agreement will enable our core business to continue
and strengthen the financial condition of our business.  We will
need the continued support of all of our lenders and other
stakeholders as we move forward with the challenges of closing
this or any alternative transaction."

"We are extremely grateful to those who have remained loyal to us
through the challenges we have faced; our customers who have
continued to utilize our services, our suppliers who have
continued to work with us, and our dedicated and talented
employees who provide the value that made this agreement possible.
We are confident the new owners will appreciate the value of our
customers, suppliers and employees, which is not reflected on our
balance sheet."

D. Stephen Sorensen, President of Butler America, stated, "The
reputation for providing high quality engineering services and
qualified professionals built by Butler International over a
period exceeding sixty years will continue under the ownership of
the business by Butler America, and without the more recent
distractions caused by the unfortunate combination of a difficult
economic environment and a leveraged balance sheet.  Butler
America will provide the necessary resources to ensure continuity
of high quality services, and the liquidity necessary so that we
may expand in accordance with the needs of our customers."

                   About Butler International

Butler International, Inc., is a leading provider of Engineering
and Technical Outsourcing Services, helping customers worldwide
increase performance and savings.  Butler International's global
services model provides clients with onsite, offsite, or offshore
service delivery options customized appropriately to their unique
objectives.  During its 62-year history of providing services,
Butler International has served many prestigious companies through
its industry groups, which include clients in the
aircraft/aerospace, federal/defense, communications, consumer and
manufacturing and commercial sectors.

At September 30, 2007, the Company had $118,755,000 in total
assets, $100,224,000 in total liabilities, and $18,531,000 in
total stockholders' equity.  For the nine month period then ended,
the Company reported a net loss of $4,221,000 on net sales of
$236,361,000.  The Company has not filed its annual reports for
2007 and 2008 with the Securities and Exchange Commission.


BUTLER SERVICES: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Butler Services International, Inc.
        200 E. Las Olas Blvd., Suite 1730
        Ft. Lauderdale, FL 33301
        Tel: (954) 761-2200

Bankruptcy Case No.: 09-11914

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Butler International, Inc.                 09-11915
        Butler of New Jersey Realty Corp.          09-11916
        Butler Service Group, Inc.                 09-11917
        Butler Publishing, Inc.                    09-11918
        Butler Telecom, Inc.                       09-11919
        Butler Utility Service, Inc.               09-11920
        Butler Services, Inc.                      09-11921
        Butler Resources, LLC                      09-11922

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       District of Delaware

Judge: Kevin J. Carey

Company Description: Butler International, Inc., provides
                     outsourcing, project management and
                     technical staff augmentation services
                     that are performed onsite at the client's
                     facility, offsite, or offshore.
                     See: http://www.butler.com/

Debtor's Counsel: Charlene D. Davis, Esq.
                  Bayard, P.A.
                  222 Delaware Avenue, Suite 900
                  Wilmington, DE 19899
                  Tel: (302) 655-5000
                  Fax: (302) 658-6395
                  Email: bankserve@bayardlaw.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The Debtor's 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Mornoe Mgt. Advisors LLC       Loan              Undetermined
311 South Wacker Drive
Chicago, IL 60606

MATE LLC                       Trade Debt            $384,940
PO Box 3896
Charleston, WV 25303

Cades Digitech Private Ltd.    Trade Debt            $294,510
39555 Orchard Hill Place
Novi, MI 48675

Jerry Pittman & Associates     Trade Debt            $289,923

American Express               Trade Debt            $224,303

Dell Financial Services LP     Trade Debt            $173,724

Ed Schaefer                    Compensation          $150,000

Magneto Solutions              Trade Debt            $148,250

Lawson Software Americas       Trade Debt            $142,878

Avis Rent a Car Systems        Trade Debt            $127,746

Bank of America Leasing        Trade Debt            $117,405

State of Texas                 Franchise Tax         $112,000

MSC Software Corp.             Trade Debt            $101,088

Vistagy Inc.                   Trade Debt             $97,568

Montvale KSI LLC               Landlord               $89,847

Qwest/LCI Inc.                 Trade Debt             $81,597

Merrill Lynch Pierce Fenner    Volume Rebate          $80,169

RC Automotive Distributors     Trade Debt             $78,336

Corporate Facility Service     Trade Debt             $70,000

MWW Group Inc.                 Trade Debt             $69,830

United Van Lines               Trade Debt             $67,189

Resources Global Professionals Trade Debt             $64,442

Compass Corporate Housing      Landlord               $61,226

CB Richard Ellis Inc.          Trade Debt             $57,797

Robert D. Scinto Inc.          Landlord               $55,369

Elisen Technologies Inc.       Trade Debt             $53,362

Solomon Edwards Group LLC      Trade Debt             $51,497

ACE American Insurance         Insurance              $50,061

CDS Datacomm Inc.              Trade Debt             $49,271

McGraw Communications Inc.     Trade Debt             $48,777

The petition was signed by Ronald Uyematsu, president & CEO of the
company.


CANWEST GLOBAL: Media Completes Sale of Turkish Radio Stations
--------------------------------------------------------------
Canwest Global Communications Corp. said its subsidiary, Canwest
Media Inc., has completed the sale of its indirect interests in
four Turkish radio stations: Super FM, Metro FM, Joy Turk, and Joy
FM.

Terms of the sale of the Turkey-based radio stations were not
disclosed.  Net proceeds will be applied to reduce obligations
under the CMI credit facility.

                     About Canwest Global

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia,
Turkey,Indonesia, Singapore, the United Kingdom and the United
States.

                            *   *   *

According to the Troubled Company Reporter on June 2, 2009,
Standard & Poor's Ratings Services said it lowered its ratings on
Toronto-based newspaper publisher Canwest Limited Partnership,
including the corporate credit and senior secured ratings to 'D'
(default) from 'CCC' and the rating on the C$75 million senior
subordinated credit facility due 2015 to 'D' from 'CC'.  S&P also
lowered the rating on the company's US$400 million senior
subordinated notes due 2015 to 'C' from 'CC'.  The recovery
ratings on the debt obligations are unchanged.


CANWEST GLOBAL: Partnership Won't Pay $10MM Under Credit Facility
-----------------------------------------------------------------
Canwest Global Communications Corp. said its subsidiary, Canwest
Limited Partnership, has decided to not make payments totalling
approximately $10 million due under its senior secured credit
facility on May 29, 2009, pending completion of a comprehensive
recapitalization of the Limited Partnership.

The company said the Limited Partnership owns and operates 12
major daily newspapers, 26 community newspapers, more than 80
online operations as well as other publications and national
services.  It does not include the National Post newspaper or its
related online operations, the company noted.

The company indicated in its second quarter results that based on
current revenue and expense projections and given the uncertain
outlook, the Limited Partnership may not be able to maintain
compliance with its financial covenants through the remainder of
fiscal 2009.  The Limited Partnership now expects to be in breach
of these financial covenants as of May 31, 2009.

The deferral of these payments, the company related, is intended
to provide the Limited Partnership with the ability to continue to
operate its business in the ordinary course, as it works to effect
a recapitalization transaction.

The failure to make these payments and the financial covenant
breaches will constitute events of default under the Limited
Partnership's senior credit agreement and senior subordinated
credit facility which, in turn, would permit the lenders under
each facility to demand immediate payment of those debts, the
company stated.

Management of the Limited Partnership is in discussions with
lenders under both credit facilities regarding the Limited
Partnership's future funding requirements, the company said.

A demand for immediate payment of amounts owing under either
credit facility that is not satisfied through payment, or is not
waived, postponed or rescinded within certain time periods, would
result in an event of default under the Limited Partnership's
9.25% senior subordinated notes, which would permit those
noteholders to demand immediate payment of that debt, according to
the company.

Last week, Canwest Media Inc. has secured $175 million in
financing enabling the company to operate its business in the
ordinary course and pursue a definitive recapitalization agreement
on or before July 15, 2009, said John E. MaGuire, chief financial
officer of the company.  A demand for immediate payment of amounts
owing by the Limited Partnership under any of its debt facilities
would permit the senior lenders to CMI to demand immediate payment
which, in turn, would permit CMI's 8% noteholders to demand
immediate payment.  CMI does not expect its senior lenders or 8%
noteholders to demand immediate payment of their respective debts
while it continues to discuss the terms of a recapitalization
transaction with representatives of the ad hoc committee of 8%
noteholders, Mr. MaGuire noted.

                     About Canwest Global

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia,
Turkey,Indonesia, Singapore, the United Kingdom and the United
States.

                            *   *   *

According to the Troubled Company Reporter on June 2, 2009,
Standard & Poor's Ratings Services said it lowered its ratings on
Toronto-based newspaper publisher Canwest Limited Partnership,
including the corporate credit and senior secured ratings to 'D'
(default) from 'CCC' and the rating on the C$75 million senior
subordinated credit facility due 2015 to 'D' from 'CC'.  S&P also
lowered the rating on the company's US$400 million senior
subordinated notes due 2015 to 'C' from 'CC'.  The recovery
ratings on the debt obligations are unchanged.


CARAUSTAR INDUSTRIES: Chapter 11 Filing Cues Moody's 'D' Rating
---------------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
Rating of Caraustar Industries, Inc. to D from Caa3, the Corporate
Family Rating to Ca from Caa2 and the rating on the senior notes
to Ca from Caa3.  The downgrades follow Caraustar's announcement
that it has filed a voluntary Chapter 11 petition in the United
States Bankruptcy Court in the Northern District of Georgia.
Subsequent to the actions, all of Caraustar's ratings will be
withdrawn.

Per the Company's press release dated June 1, 2009, Caraustar and
consenting noteholders have entered into an agreement through a
pre-negotiated Plan of Reorganization.  This Plan contemplates the
exchange of the company's existing $189.75 million (7 3/8%) and
$29 million (7-1/4%) senior unsecured notes for an aggregate
$85 million in new senior secured notes and 100% of the common
stock of the reorganized company.  The reorganized company is
expected to emerge as a private entity with Wayzata Investment
Partners LLC becoming the controlling shareholder.  In conjunction
with the restructuring, Caraustar has secured credit approval from
General Electric Capital Corporation for a $75 million senior
secured debtor-in-possession revolving credit facility.  Proceeds
from the facility may be used for: (i) cash collateralizing
outstanding letters of credit; (ii) paying for goods and services
in the ordinary course of the business; and (iii) general
corporate purposes.

The rating on the $190 million notes which matured on June 1,
2009, has been withdrawn.  Subsequent to the actions, all of
Caraustar's remaining ratings will be withdrawn. Please refer to
Moody's Withdrawal Policy on moodys.com.

Moody's downgraded these ratings:

  -- $29 million senior unsecured notes due May 2010, to Ca (LGD3,
     47%) from Caa3 (LGD3, 49%)

  -- Corporate Family Rating, to Ca from Caa2

  -- Probability of Default Rating, to D from Caa3

Moody's last press release on Caraustar was dated May 11, 2009,
when Moody's announced that the existing ratings were not affected
by a missed interest payment on the 2010 notes.  Previously,
Moody's took a rating action on March 3, 2009 downgrading the
Probability of Default Rating to Caa3 and the Corporate Family
Rating to Caa2.

Caraustar Industries, Inc., headquartered in Austell, Georgia, is
an integrated manufacturer of recycled paperboard and converted
paperboard products.  The company generated revenues of
$762 million in the last twelve months ended March 31, 2009.


CARAUSTAR INDUSTRIES: Restructuring Cues S&P's Rating Cut to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Caraustar Industries Inc.'s (D/--/--) $190 million senior
unsecured notes due June 1, 2009, to 'D' from 'C'.  The original
issue was $200 million, with $190 million currently outstanding.
Pending further information from the bankruptcy proceedings, the
recovery rating on the company's senior unsecured debt remains at
'5', indicating S&P's expectation for modest (10%-30%) recovery.

"The rating action follows Caraustar's announcement that it has
reached an agreement with holders of a majority of its senior
unsecured notes on the terms of a cooperative financial
restructuring," said Standard & Poor's credit analyst Andy
Sookram.  Pursuant to the terms of agreement, the company filed
voluntary petitions for reorganization under Chapter 11 in the
U.S. Bankruptcy Court on May 31, 2009.  The pre-packaged
reorganization, pending court approval, allows Caraustar to
exchange its existing senior unsecured notes (about $219 million
outstanding) for an aggregate $85 million in new senior secured
notes and 100% common stock of the reorganized company.  As a
result, upon consummation of the plan of reorganization, and after
taking into consideration projected priority claims and expenses,
S&P estimate modest recovery will be available to the holders of
the senior unsecured notes.

The company also announced that it has received a $75 million
commitment from General Electric Capital Corp. for a senior
secured debtor-in-possession revolving credit facility (DIP
facility) to fund continuing operations, including payment of
post-petition obligations to venders, cash collateralization for
outstanding letters of credit, and general corporate purposes.
Upon emergence from bankruptcy, the DIP facility would be
converted into a $75 million senior secured revolving credit
facility, pending court approval.

Caraustar is a recycled paperboard and converted paperboard
products manufacturer.


CAYENNE DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Cayenne Development, LLC
        1710 Dallas Parkway, Suite 222
        Dallas, TX 75248

Bankruptcy Case No.: 09-33489

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

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

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

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

The petition was signed by Clint Norton, manager of the Company.


CELL THERAPEUTICS: To Pay Spectrum $4.3MM in Calculation Dispute
----------------------------------------------------------------
Cell Therapeutics, Inc., disclosed in a filing with the Securities
and Exchange Commission that an arbitrator awarded Spectrum
Pharmaceuticals, Inc., approximately $4,300,000 in the dispute
between the Company and Spectrum regarding the calculation of
adjustments to the escrow amount relating to the Company's sale of
its 50% membership interest in RIT Oncology, LLC.

Spectrum made the first payment totaling $6,500,000 on March 2,
2009, and the sale of the Company's 50% membership interest to
Spectrum closed on March 15, 2009.  The remaining $10,000,000 of
the total $16,500,000 purchase price was deposited into an escrow
account to be paid to the Company in two additional installments.
On April 3, 2009, $6,500,000 was released to the Company from this
escrow account and the final installment of the $3,500,000,
subject to an adjustment for certain liabilities and other
obligations, was scheduled to be released to the Company on
April 15, 2009.

Spectrum disputed the amount of the adjustment and the final
installment was not released to the Company.  On April 10, 2009,
the Company filed a demand for arbitration regarding Spectrum's
payment of the final installment.  On April 22, 2009, Spectrum
filed a cross-claim alleging that Spectrum was entitled to the
entire amount held in escrow and that Spectrum was owed additional
amounts by the Company.  The arbitration was held on May 14, 2009.
On May 21, 2009, the arbitrator ordered that the final installment
of $3,500,000 be released from the escrow account and distributed
to Spectrum; additionally, the Company was ordered to pay $776,454
to Spectrum.  Of these amounts, $3,203,671 was determined by the
arbitrator to be outstanding "Excluded Liabilities" under the
Limited Liability Company Interest Assignment Agreement entered
into between Spectrum and the Company, dated March 15, 2009.

Accordingly, Spectrum is responsible for paying certain
liabilities incurred or to be incurred by the Company totaling
$3,203,671, including an obligation payable to Bayer for a
clinical trial.  On May 22, 2009, the Company requested that the
arbitrator reduce the amount due to reflect certain liabilities
that had already been paid or were not owed.  The Company's
request before the arbitrator is still pending.  On May 26, 2009,
the Company paid Spectrum $776,454.

In August 2007, the Company entered into an asset purchase
agreement with Biogen Idec Inc. for the purchase of Zevalin
(ibritumomab tiuxetan), a radiopharmaceutical product, for
$10,000,000 in addition to royalty payments based on the net
product sales of Zevalin.  On March 15, 2009, the Company had
fully divested its interest in Zevalin to Spectrum for total gross
sales proceeds of $31,500,000.

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics Inc. --
http://www.CellTherapeutics.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the year ended December 31, 2007.  The auditing firm reported that
the Company has substantial monetary liabilities in excess of
monetary assets as of December 31, 2007, including approximately
$19.8 million of convertible subordinated notes and senior
subordinated notes which mature in June 2008.

As of December 31, 2008, the Company had $64.2 million in total
assets and $187.9 million in total liabilities, resulting in
$132.0 million in shareholders' deficit.


CHEMTURA CORP: Has Until June 11 to File Schedules & Statements
---------------------------------------------------------------
Chemtura Corporation and its debtor-affiliates stipulate with the
U.S. Trustee for Region 2 to extend the period within which they
must file their Schedules of Assets and Liabilities and Statement
of Affairs to June 11, 2009, without prejudice to their rights to
seek an additional extension upon the U.S. Trustee's consent.

The U.S. Bankruptcy Court for the Southern District of New York
previously permitted the Debtors to file their Schedules and
Statements no later than June 1, 2009.

The Debtors relate that Alvarez & Marsal North America, LLC,
their crisis managers, Kurtzman Carson Consultants LLC, their
notice and claim agents, are assisting them in preparing their
Schedules of Assets and Liabilities and Statements of Financial
Affairs.  The Debtors add that a number of their employees are
preparing the Schedules and Statements, while performing their
ordinary workplace duties.

Although progress has been made, M. Natasha Labovitz, Esq., at
Kirkland & Ellis, in New York, said the Debtors need more time
beyond the current deadline to complete the Schedules and
Statements, given the size and complexity of their business
operations, the number of creditors, and their operations'
geographical spread.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Gets Court OK to Hire Ogilvy Renault as Counsel
--------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York authorized Chemtura Corp. and its debtor-
affiliates to employ Ogilvy Renault LLP as their special
litigation counsel nunc pro tunc to the petition date, in the
ongoing NAFTA investor-state arbitration the Debtors filed against
the government of Canada.

As reported by the Troubled Company Reporter on May 18, 2009, the
Debtors sued the Canadian government for damages from alleged
breaches of the Canadian government's obligations to the Debtors
as investors in Canada.

Ogilvy Renault, a Canadian national full-service law firm, has
represented the Debtors and certain of their affiliates before
the Petition Date, Billie S. Flaherty, senior vice president,
general counsel and secretary of Chemtura Corporation, relates.
The firm also represented the Debtors in related regulatory
matters prepetition, he adds.  Because of the firm's considerable
knowledge in the Debtors' circumstances, Ogilvy Renault is
particularly well suited to serve as the Debtors' special
counsel, Ms. Flaherty avers.

Ogilvy Renault's hourly rates:

         Professional                Hourly Rates
         ------------                ------------
         Partners                    $525 to $850
         Associates                  $250 to $450
         Paraprofessionals           $125 to $275

The Debtors will reimburse the firm for necessary and reasonable
expenses incurred related to the engagement.  According to Ogilvy
Renault's records, the Debtors owe the firm $376,075 as of the
Petition Date for prepetition services.

Gregory Somers, Esq., a partner at Ogilvy Renault LLP, in
Ontario, Canada, related in an affidavit that his firm neither
holds nor represents any interest adverse to the Debtors in
matters for which it is to be employed.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Gets Court OK to Hire Deloitte Tax as Tax Advisor
----------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York authorized Chemtura Corp. and its debtor-
affiliates to employ Deloitte Tax LLP as their tax services
provider nunc pro tunc to March 18, 2009.

As reported by the Troubled Company Reporter on May 18, 2009, the
Debtors expect Deloitte Tax to:

   (a) assist them with the federal, state, and foreign income
       tax provisions for the quarters ended March 31, 2009,
       June 30, 2009, and September 30, 2009, and for the year
       ended December 31, 2009;

   (b) provide assistance in connection with the tax account roll
       forwards, valuation allowances, effective rate
       reconciliation and 10Q and 10K disclosures;

   (d) assist in the preparation and review of the recognition of
       Uncertain Tax Positions required by FIN 48 and the
       measurement of those UTPs as required by FIN 48;

   (e) assist with the allocation of expenses between U.S. source
       and foreign source income;

   (f) assist with the Section 956 inclusion and reviewing the
       Debtors' calculations related to same;

   (g) assist with the preparation of the foreign tax credit
       model;

   (h) assist with the calculation of the APB 23 model;

   (i) provide ongoing assistance with the IRS audit;

   (j) assist them with the redesign of their tax provision
       software tool;

   (k) assist with the Legal Entity "Operating Margins" to
       ascertain whether the Legal Entity is in compliance with
       the Debtors' transfer pricing policy, in the event the
       operating margins are below or above the policy ranges,
       pricing adjustments will be pursued;

   (l) assist in preparing U.S. Contemporaneous Documentation
       to comply with tax return requirements for September 15,
       2009 and with the review of significant foreign legal
       entities for Local Transfer Pricing documentation
       requirements, studies, and tax return compliance put in
       place where required;

   (m) assist with the developing a transfer pricing policy and
       its implementation for Baxenden and Bio Lab based on
       benchmarking and financial analysis effective for 2009;

   (n) assist with the calculation and charge out of Management
       Service Fee Allocations on a quarterly basis;

   (o) assist, as requested, on Foreign Affiliates Transfer
       Pricing issues for new product sales and new sales flows,
       in addition, advice and support transfer pricing analysis
       will be provided as necessary in the event foreign audits
       need to be addressed;

   (p) assist with the analysis and measurement of the Debtors'
       Intercompany State transactions to assure accurate
       compliance with State Tax regulations;

   (q) advise them on restructuring or bankruptcy emergence
       process, including tax work plan;

   (r) advise them on the cancellation of debt income for tax
       purposes under Internal Revenue Code Section 108;

   (s) advise them on post-bankruptcy tax attributes, tax basis
       in assets and net operating loss carryovers, available
       under the applicable tax regulations and the absorption of
       those attributes based on the Debtors' operating
       projections, including a technical analysis of the effects
       of Treasury Regulation Section 1.1502-28 and the interplay
       with IRC Sections 108/1017, and assist with the
       preparation of tax basis balance sheets;

   (t) advise them on the potential effect of the Alternative
       Minimum Tax in various post-emergence scenarios;

   (u) advise them on the effects of tax rules under IRC Sections
       382(l)(5) and (l)(6) pertaining to the post-bankruptcy net
       operating loss carryovers and limitations on their
       utilization and their ability to qualify for IRC Section
       382(l)(5);

   (v) advise them on Net Built-in Gain or Loss position at the
       time of any ownership change, including limitations on use
       of tax losses generated from post-bankruptcy asset or
       stock sales;

   (w) advise them in their work with creditors' counsel, their
       counsel, and their financial advisors on cash tax effects
       of restructuring and bankruptcy and the post-restructuring
       tax profile, including a plan of reorganization tax
       projection, and gaining an understanding of the financial
       advisors' valuation model and disclosure model to consider
       accuracy of tax assumptions;

   (x) advise them as to the proper tax treatment of postpetition
       interest for state and federal income tax purposes;

   (y) advise them on the proper state and federal income tax
       treatment of reorganization costs, the categorization and
       analysis of those costs, and the related technical
       positions;

   (z) advise them in their evaluation and modeling of the
       effects of liquidating, merging, or converting entities as
       part of the restructuring, as well as the effects on
       federal and state tax attributes, state incentives,
       apportionment, earnings and profits of foreign
       subsidiaries, withholding taxes and other tax planning;

  (aa) advise them in their effort to identify tax issues and
       planning related to the restructuring of the worldwide
       group of which the Debtors are a part, including
       considering whether there are any consequences and impact
       on future utilization of foreign tax credits;

  (bb) document the firm's tax analysis, opinions,
       recommendation, observations, and correspondences for any
       proposed restructuring alternative tax issue or other tax
       matters;

  (cc) advise them on other state or federal income tax questions
       that may arise in the course of the engagement; and

  (dd) advise them in their efforts to preliminarily identify tax
       issues and state and local planning opportunities related
       to post-restructuring, including evaluation of structural
       strategies to help the Debtors minimize state income taxes
       by utilizing net operating losses, creating special
       purpose entities or reorganize the business along
       functional lines, property taxes, sales and use taxes, and
       7other state and local taxes.

Deloitte Tax's hourly rates are:

                                   Hourly Rates
                          -----------------------------------
                           Bankruptcy      Tax Acctg & Other
    Professional          Tax Services        Tax Matters
    ------------          ------------     ------------------
    Partner/Principal         $635                $490
    Director                  $635                $450
    Senior Manager            $540                $400
    Manager                   $470                $360
    Senior Associate          $400                $285
    Associate                 $275                $200

Rick F. Oricchio, a partner at Deloitte Tax LLP, in Stamford,
Connecticut, related that his firm received from the Debtors
$1,490,000 for professional services earned and expenses incurred
within the 90 days before the Petition Date.  As of the Petition
Date, he averred, the Debtors owe Deloitte Tax $1,570,000 for
prepetition legal services, which amount the firm has agreed to
waive upon the Court's approval of the employment application.
Mr. Oricchio disclosed that Deloitte Tax represents certain of the
Debtors' largest unsecured creditors and other parties-in-interest
in matters unrelated to the Debtors' Chapter 11 cases.  Deloitte
Tax does not represent any interest adverse to that of the
Debtors, Mr. Oricchio assured the Court.

                        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)


CHRYSLER LLC: Fiat Sale Dispute Moves to Appeals Court
------------------------------------------------------
Bankruptcy Law360 reports that the Hon. Arthur Gonzalez of the
U.S. Bankruptcy Court for the Southern District of New York has
granted Chrysler LLC and Fiat SpA's request to send an objection
to their sale agreement to a federal appeals court.

As reported by the Troubled Company Reporter on June 2, 2009,
Chrysler and its affiliated debtors obtained approval from Judge
Gonzalez to sell most of their assets to New CarCo Acquisition
LLC, a new company formed by Italy-based automaker Fiat S.p.A.,
for $2 billion.  The sale includes facilities, intellectual
property rights and those related to the research, production, and
distribution of vehicles under brand names including Chrysler,
Jeep(R), and Dodge.

Bankruptcy Law360 relates that less than a day after the approval
was granted, the Indiana State Teachers Retirement Fund, the
Indiana State Police Pension Trust, and the Indiana Major Moves
Construction Fund filed a notice of appeal to try to get the deal
invalidated.  According to Christopher Scinta and David Glovin at
Bloomberg, the Chrysler and Fiat then asked that the case skip a
usual stop at the U.S. District Court in New York, due to a
June 15 deadline set for the merger agreement.  Fiat can walk away
from the sale if an agreement isn't completed by then.

Corinne Ball, Chrysler's lawyer, said that the Company wants the
sale to close as soon as possible because it is losing about
$100 million per day and its asset value is deteriorating,
Bloomberg states.  According to the report, Chrysler asked that
the typical 10-day stay of the court order be reduced so that the
deal can close after 9:00 a.m. on June 4.  Lawyers for the Indiana
pension funds said in court documents that they are opposing a
reduction in the stay and that if Chrysler wants the appeal heard
by the Circuit Court, it must allow enough time to argue the
issues.

According to court documents, U.S. District Judge Colleen McMahon
said that "no court in the land would deny [the Indiana
Pensioners?] right to be heard on appeal."

Bloomberg relates that the pension funds also argued that the U.S.
Treasury breached the Constitution and the terms of Troubled
Assets Relief Program through its involvement in restructuring
Chrysler.  Judge Gonzalez, according to the TCR on June 2, 2009,
ruled that the funds don't have standing under the Emergency
Economic Stabilization Act of 2008 to challenge the actions of the
U.S. Treasury pursuant to the TARP in connection with Chrysler and
its debtor-affiliates' Chapter 11 cases.

                         About Chrysler

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Court Permits Creditors' Panel to Hire Kramer Levin
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in
Chrysler LLC and its debtor-affiliates' Chapter 11 cases to retain
Kramer Levin Naftalis & Frankel LLP as its counsel, nunc pro tunc
to May 5, 2009, pursuant to Section 1103 of the Bankruptcy Code,
to perform necessary legal services for the Committee.

Payment of Kramer Levin's fees and expenses will be made, subject
to Bankruptcy Court review and approval, pursuant to the terms of
the Application, in accordance with the applicable provisions of
the Bankruptcy Code and other applicable laws.

As reported by the Troubled Company Reporter on May 22, 2009,
Kramer Levin is expected to render legal services as the Committee
may consider desirable to discharge the Committee's
responsibilities and further the interests of the Committee's
constituents in the Debtors' Chapter 11 cases.  In addition to
acting as primary spokesman for the Committee, it is expected that
Kramer Levin's services will include assisting, advising and
representing the Committee with respect to:

  (a) the administration of the Chapter 11 cases and the
      exercise of oversight with respect to the Debtors' affairs
      including all issues in connection with the Debtors, the
      Committee or the Chapter 11 Cases;

  (b) the preparation on behalf of the Committee of necessary
      applications, motions, memoranda, orders, reports and
      other legal papers;

  (c) appearances in Court and at statutory meetings of
      creditors to represent the interests of the Committee;

  (d) the negotiation, formulation, drafting and confirmation of
      a plan or plans of reorganization or liquidation and
      related matters;

  (e) investigation, if any, as the Committee may desire
      concerning, among other things, the assets, liabilities,
      financial condition, sale of any of the Debtors'
      businesses, and operating issues concerning the Debtors
      that may be relevant to the Chapter 11 cases;

  (f) communications with the Committee's constituents and
      others at the direction of the Committee in furtherance of
      its responsibilities, including communications required
      under Section 1102 of the Bankruptcy Code; and

  (g) the performance of all of the Committee's duties and
      powers under the Bankruptcy Code and the Bankruptcy Rules
      and the performance of other services as are in the
      interests of those represented by the Committee.

Kramer Levin will be paid based on the firm's hourly rates:

  Professional                      Hourly Rate
  ------------                      ------------
  Partners                          $645 - $955
  Counsel                           $650 - $995
  Special Counsel                   $605 - $695
  Associates                        $325 - $680
  Legal Assistants                  $135 - $275

Rates of professionals anticipated to work with the Committee:

  Professional                          Hourly Rate
  ------------                          ------------
  Kenneth H. Eckstein, Partner              $930
  Thomas Moers Mayer, Partner               $930
  Robert T. Schmidt, Partner                $735
  Gregory G. Plotko, Associate              $660
  Elan Daniels, Associate                   $520
  Yekaterina Chernyak, Associate            $485
  Andrea Chouprouta, Paralegal              $275

Thomas Moers Mayer, Esq., a member of Kramer Levin Naftalis &
Frankel LLP, filed a supplemental declaration disclosing that
affiliates of American International Group, Deloitte & Touche,
Inc., Goldman Sachs, Inc., Morgan Stanley, Inc. and Sirius
Satellite Radio are entities that comprised more than 1% of Kramer
Levin's revenues for the year 2008.

Previously, Mr. Mayer disclosed the existence of a number of
current or past representations with respect to the Debtors'
prepetition secured lending group including the affiliates of
Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan, Merrill
Lynch and Morgan Stanley.  Mr. Mayer relates that Kramer Levin has
traditionally represented creditors committees and other parties
in chapter 11 cases in connection with adequate protection,
debtor-in-possession financing, plans of reorganization and other
matters involving the assertion of creditors' or shareholders'
rights to the debtors' property, which Kramer Levin have not
understood to constitute a conflict of interest so long as the
matter did not involve the entry of a judgment or order against
that institution.

According to Mr. Mayer, Kramer Levin is not aware of any actual
conflicts or issues with respect to these entities in connection
with the Debtors' Cases.  Mr. Mayer says that to the extent an
issue arises that in Kramer Levin's view could give rise to an
actual or potential conflict, the issues will be addressed either
by counsel to the Debtors or conflicts counsel retained by the
Official Committee of Unsecured Creditors.  Kramer Levin will not
represent any of these entities in matters relating to the Debtors
or their Chapter 11 cases, Mr. Mayer adds.

Cerberus Partners L.P. is listed as an equity holder of the
Debtors.  In matters unrelated to the Debtors, Kramer Levin:

  * represented Cerberus in connection with a restructuring
    Matter, which engagement concluded in 1998;

  * currently represents an agent bank for a secured lender
    group.  Cerberus is a member of that group and is
    represented by separate counsel in that matter;

  * and its real estate condemnation practice currently
    represents certain entities in which an affiliate of
    Cerberus is one of two or more investors; and

  * its immigration practice provides immigration advice to a
    company in which Cerberus holds a majority stock interest.

Kramer Levin can be adverse to Cerberus if necessary, Mr. Mayer
said.

                         About Chrysler

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Court Okays Tax Settlement Deal With Daimler, et al.
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the tax settlement agreement among Chrysler Holding LLC,
Chrysler LLC, and Chrysler Canada Inc., the DC Contributors, the
CG Investment Group, LLC, and Daimler AG, pursuant to Rule 9019 of
Federal Rules of Bankruptcy Procedure.

Judge Gonzalez opined that the Tax Agreement Settlement is fair
and equitable and in the best interests of the bankruptcy estates
under the framework of factors set forth by the Supreme Court in
Protective Comm. For Indep. Stockholders of TMT Trailer Ferry,
Inc. v. Anderson, 390 U.S. 414, (1968).  He added that the Tax
Agreement Settlement rises above the "lowest point in the range of
reasonableness," as is the requisite standard in the Second
Circuit.

The Court overruled an objection filed by the Committee of
Chrysler Affected Dealers because the "objection makes no
allegation that the Tax Settlement Agreement does not arise the
lowest point in the range of reasonableness nor that the Tax
Settlement agreement is unfair, inequitable or not in the best
interest of the estate."  "Rather, the Objection only alleges that
the Tax Settlement Agreement should be considered at a later
time," Judge Gonzalez said.

As reported by the Troubled Company Reporter on May 26, 2009, the
settlement deal was hammered out by the companies to resolve the
dispute among Chrysler, Chrysler Holding LLC, Chrysler Canada
Inc., Daimler North and Daimler Investments regarding Chrysler
entities' rights to indemnification for taxes under a contribution
agreement dated May 14, 2007.  The companies disputed over certain
transfer pricing issues that have arisen in Canada, and a dispute
over the amount of the deductible that Chrysler entities are
required to satisfy to claim tax indemnity payments from Daimler
AG pursuant to the contribution agreement.  The contribution
agreement was inked as part of Cerberus' acquisition of a
controlling interest in Chrysler and Chrysler Financial from
Daimler AG.  Under the deal, Daimler North and Daimler Investments
agreed to indemnify Chrysler for "excluded taxes" for the period
ending on or before August 2007, and are entitled to receive tax
refunds for that period.  The transactions contemplated by the
contribution agreement closed and the Daimler divestiture became
effective on August 3, 2007.

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

                         About Chrysler

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Senators to Question Firm on Fate of Dealerships
--------------------------------------------------------------
Robert Schroeder at The Wall Street Journal reports that senators
will grill the chiefs of General Motors Corporation and Chrysler
LLC on Wednesday about the fate of the dealerships of these
companies.  WSJ notes that GM will close about 2,600 dealerships
by the end of 2010, while Chrysler is exercising its right to
reject the contracts of 789 dealers, about a quarter of its U.S.
network.

According to WSJ, Senators Jay Rockefeller and Kay Bailey
Hutchison are calling Chrysler President James Press and GM Chief
Executive Fritz Henderson to testify before the Senate Committee
on Commerce, Science and Transportation.

GM and Chrysler must answer questions about "the short and
insufficient time period" for dealers to close, how dealers can
minimize job losses, dealers' inability to sell their inventories
at cost and other issues, WSJ quotes Senators Rockefeller and
Hutchison as saying.

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

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

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

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

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

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

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

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

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


CHURCH & DWIGHT: S&P Raises Rating on $250 Mil. Notes to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised the issue-
level rating on Church & Dwight's $250 million senior subordinated
notes to 'BB+' (the same level as the corporate credit rating)
from 'BB'.  At the same time, S&P revised the recovery rating to
'3', indicating S&P's expectation of meaningful (50%-70%) recovery
in the event of a payment default, from '5'.

"The change in ratings for the senior subordinated debt is due to
the redemption of the company's convertible debentures during
fiscal 2008, which was ahead of the subordinated debt in the
capital structure," said Standard & Poor's credit analyst Susan
Ding.  "Although numerically our analysis indicates recovery in
the 90%-100% range, the recovery rating has been capped at '3' due
to the company's ability to incur additional debt."  If the
company's credit profile worsens by acquiring further debt, it
would pressure credit metrics material enough to revise our
recovery estimate.

For the latest corporate credit rating rationale, see Standard &
Poor's research report on Church & Dwight published earlier on
RatingsDirect.  For the full recovery report, see Standard &
Poor's recovery rating profile on Church & Dwight, to be published
shortly after this release.

                           Ratings List

                     Church & Dwight Co. Inc.

         Corporate credit rating           BB+/Stable/--

                      Rating Raised/Revised

                                        To             From
                                        --             ----
       $250 million Sr. sub notes       BB+            BB
         Recovery Rating                3              5


CIT BANK: Fitch Puts 'BB+' Issuer Default Rating on WatchNeg
------------------------------------------------------------
Fitch Ratings has downgraded the senior debt ratings of CIT Group
Inc. and its Canadian and Australian subsidiaries to 'BB' from
'BB+'.  At the same time, Fitch has placed all the ratings of CIT
and its subsidiaries on Rating Watch Negative.  Approximately
$36.8 billion of debt is affected by this action.

The action reflects concern with CIT's reduced financial
flexibility and its dependence on alternative funding sources to
meet its maturing debt obligations, including approximately
$1.5 billion of maturing debt obligations during the month of June
2009.  Fitch notes that CIT has been seeking funding under the
Federal Deposit Insurance Corp.'s Temporary Liquidity Guarantee
Program and flexibility under Section 23A of the Bank Holding
Company Act that governs transfers of assets between bank holding
companies and the banks that the holding company owns.

In completing the initial phase of 23A transactions, the company
transferred $5.7 billion in assets to CIT Bank and received
$1.6 billion in cash.  However, CIT has yet to obtain access to
TLGP funding.  Fitch's previous rating actions on CIT incorporated
an expectation that some level of funding under the TLGP would be
available.  At the present time, CIT's TLGP application with the
FDIC is still pending.  An inability to access the TLGP and timely
execute additional 23A transactions would likely force CIT to seek
alternative sources of secured funding. The encumbering of assets
to secure these new liquidity providers would be to the detriment
of unsecured creditors.  In that event, Fitch would anticipate a
multi-notch downgrade of CIT's Issuer Default Rating as secured
funding may address immediate liquidity needs, but it may not
support more intermediate debt maturities.  If CIT were to gain
access to TLGP funding, the company's ratings could still be
pressured, reflecting the difficult operating environment,
although a reduction in the near-term liquidity risk may deter any
further rating actions.  Conversely, ratings stability could be
achieved longer term if the company can access TLGP, complete 23A
initiatives while improving overall fundamental performance.

The downgrade of CIT's senior debt ratings reflects the relative
position of these instruments in CIT's capital structure and
Fitch's belief that further subordination of these obligations may
occur.  This is largely driven by a larger proportion of business
being conducted out of the regulated bank and the changes in the
holding company, which may entail greater reliance on secured
funding at the holding company level.  Fitch expects to resolve
the Rating Watch on CIT pending the outcome of TLGP.

These ratings have been downgraded and placed on Rating Watch
Negative:

CIT Group Inc.
CIT Funding Group of Canada, Inc.
CIT Group (Australia) Inc.

  -- Senior debt downgraded to 'BB from 'BB+'.

Fitch has placed these ratings on Rating Watch Negative:

CIT Group Inc.

  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B';
  -- Individual 'D'.
  -- Subordinated/Jr. Subordinated debt 'BB-';
  -- Preferred 'B';
  -- Short-term 'B'.

CIT Bank

  -- Long-term IDR 'BB+';
  -- Individual 'C/D';
  -- Long-term deposits 'BBB-';
  -- Short-term IDR 'F3';
  -- Short-term deposits 'F3'.

CIT Funding Group of Canada, Inc.

  -- Long-term IDR 'BB+;
  -- Short-term IDR 'B'.

CIT Group (Australia) Inc.

  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B';
  -- Short-term 'B'.

Fitch has affirmed these:

CIT Group Inc.

  -- Support at '5';
  -- Support Floor at 'NF'.

CIT Bank

  -- Support at '4';
  -- Support Floor at 'B'.


CIT FUNDING: Fitch Puts 'BB+' Issuer Default Rating on WatchNeg
---------------------------------------------------------------
Fitch Ratings has downgraded the senior debt ratings of CIT Group
Inc. and its Canadian and Australian subsidiaries to 'BB' from
'BB+'.  At the same time, Fitch has placed all the ratings of CIT
and its subsidiaries on Rating Watch Negative.  Approximately
$36.8 billion of debt is affected by this action.

The action reflects concern with CIT's reduced financial
flexibility and its dependence on alternative funding sources to
meet its maturing debt obligations, including approximately
$1.5 billion of maturing debt obligations during the month of June
2009.  Fitch notes that CIT has been seeking funding under the
Federal Deposit Insurance Corp.'s Temporary Liquidity Guarantee
Program and flexibility under Section 23A of the Bank Holding
Company Act that governs transfers of assets between bank holding
companies and the banks that the holding company owns.

In completing the initial phase of 23A transactions, the company
transferred $5.7 billion in assets to CIT Bank and received
$1.6 billion in cash.  However, CIT has yet to obtain access to
TLGP funding.  Fitch's previous rating actions on CIT incorporated
an expectation that some level of funding under the TLGP would be
available.  At the present time, CIT's TLGP application with the
FDIC is still pending.  An inability to access the TLGP and timely
execute additional 23A transactions would likely force CIT to seek
alternative sources of secured funding. The encumbering of assets
to secure these new liquidity providers would be to the detriment
of unsecured creditors.  In that event, Fitch would anticipate a
multi-notch downgrade of CIT's Issuer Default Rating as secured
funding may address immediate liquidity needs, but it may not
support more intermediate debt maturities.  If CIT were to gain
access to TLGP funding, the company's ratings could still be
pressured, reflecting the difficult operating environment,
although a reduction in the near-term liquidity risk may deter any
further rating actions.  Conversely, ratings stability could be
achieved longer term if the company can access TLGP, complete 23A
initiatives while improving overall fundamental performance.

The downgrade of CIT's senior debt ratings reflects the relative
position of these instruments in CIT's capital structure and
Fitch's belief that further subordination of these obligations may
occur.  This is largely driven by a larger proportion of business
being conducted out of the regulated bank and the changes in the
holding company, which may entail greater reliance on secured
funding at the holding company level.  Fitch expects to resolve
the Rating Watch on CIT pending the outcome of TLGP.

These ratings have been downgraded and placed on Rating Watch
Negative:

CIT Group Inc.
CIT Funding Group of Canada, Inc.
CIT Group (Australia) Inc.

  -- Senior debt downgraded to 'BB from 'BB+'.

Fitch has placed these ratings on Rating Watch Negative:

CIT Group Inc.

  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B';
  -- Individual 'D'.
  -- Subordinated/Jr. Subordinated debt 'BB-';
  -- Preferred 'B';
  -- Short-term 'B'.

CIT Bank

  -- Long-term IDR 'BB+';
  -- Individual 'C/D';
  -- Long-term deposits 'BBB-';
  -- Short-term IDR 'F3';
  -- Short-term deposits 'F3'.

CIT Funding Group of Canada, Inc.

  -- Long-term IDR 'BB+;
  -- Short-term IDR 'B'.

CIT Group (Australia) Inc.

  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B';
  -- Short-term 'B'.

Fitch has affirmed these:

CIT Group Inc.

  -- Support at '5';
  -- Support Floor at 'NF'.

CIT Bank

  -- Support at '4';
  -- Support Floor at 'B'.


CIT GROUP: Fitch Downgrades Senior Debt Ratings to 'BB'
-------------------------------------------------------
Fitch Ratings has downgraded the senior debt ratings of CIT Group
Inc. and its Canadian and Australian subsidiaries to 'BB' from
'BB+'.  At the same time, Fitch has placed all the ratings of CIT
and its subsidiaries on Rating Watch Negative.  Approximately
$36.8 billion of debt is affected by this action.

The action reflects concern with CIT's reduced financial
flexibility and its dependence on alternative funding sources to
meet its maturing debt obligations, including approximately
$1.5 billion of maturing debt obligations during the month of June
2009.  Fitch notes that CIT has been seeking funding under the
Federal Deposit Insurance Corp.'s Temporary Liquidity Guarantee
Program and flexibility under Section 23A of the Bank Holding
Company Act that governs transfers of assets between bank holding
companies and the banks that the holding company owns.

In completing the initial phase of 23A transactions, the company
transferred $5.7 billion in assets to CIT Bank and received
$1.6 billion in cash.  However, CIT has yet to obtain access to
TLGP funding.  Fitch's previous rating actions on CIT incorporated
an expectation that some level of funding under the TLGP would be
available.  At the present time, CIT's TLGP application with the
FDIC is still pending.  An inability to access the TLGP and timely
execute additional 23A transactions would likely force CIT to seek
alternative sources of secured funding. The encumbering of assets
to secure these new liquidity providers would be to the detriment
of unsecured creditors.  In that event, Fitch would anticipate a
multi-notch downgrade of CIT's Issuer Default Rating as secured
funding may address immediate liquidity needs, but it may not
support more intermediate debt maturities.  If CIT were to gain
access to TLGP funding, the company's ratings could still be
pressured, reflecting the difficult operating environment,
although a reduction in the near-term liquidity risk may deter any
further rating actions.  Conversely, ratings stability could be
achieved longer term if the company can access TLGP, complete 23A
initiatives while improving overall fundamental performance.

The downgrade of CIT's senior debt ratings reflects the relative
position of these instruments in CIT's capital structure and
Fitch's belief that further subordination of these obligations may
occur.  This is largely driven by a larger proportion of business
being conducted out of the regulated bank and the changes in the
holding company, which may entail greater reliance on secured
funding at the holding company level.  Fitch expects to resolve
the Rating Watch on CIT pending the outcome of TLGP.

These ratings have been downgraded and placed on Rating Watch
Negative:

CIT Group Inc.
CIT Funding Group of Canada, Inc.
CIT Group (Australia) Inc.

  -- Senior debt downgraded to 'BB from 'BB+'.

Fitch has placed these ratings on Rating Watch Negative:

CIT Group Inc.

  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B';
  -- Individual 'D'.
  -- Subordinated/Jr. Subordinated debt 'BB-';
  -- Preferred 'B';
  -- Short-term 'B'.

CIT Bank

  -- Long-term IDR 'BB+';
  -- Individual 'C/D';
  -- Long-term deposits 'BBB-';
  -- Short-term IDR 'F3';
  -- Short-term deposits 'F3'.

CIT Funding Group of Canada, Inc.

  -- Long-term IDR 'BB+;
  -- Short-term IDR 'B'.

CIT Group (Australia) Inc.

  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B';
  -- Short-term 'B'.

Fitch has affirmed these:

CIT Group Inc.

  -- Support at '5';
  -- Support Floor at 'NF'.

CIT Bank

  -- Support at '4';
  -- Support Floor at 'B'.


CIT GROUP (AUSTRALIA): Fitch Puts 'BB+' IDR on Watch Negative
-------------------------------------------------------------
Fitch Ratings has downgraded the senior debt ratings of CIT Group
Inc. and its Canadian and Australian subsidiaries to 'BB' from
'BB+'.  At the same time, Fitch has placed all the ratings of CIT
and its subsidiaries on Rating Watch Negative.  Approximately
$36.8 billion of debt is affected by this action.

The action reflects concern with CIT's reduced financial
flexibility and its dependence on alternative funding sources to
meet its maturing debt obligations, including approximately
$1.5 billion of maturing debt obligations during the month of June
2009.  Fitch notes that CIT has been seeking funding under the
Federal Deposit Insurance Corp.'s Temporary Liquidity Guarantee
Program and flexibility under Section 23A of the Bank Holding
Company Act that governs transfers of assets between bank holding
companies and the banks that the holding company owns.

In completing the initial phase of 23A transactions, the company
transferred $5.7 billion in assets to CIT Bank and received
$1.6 billion in cash.  However, CIT has yet to obtain access to
TLGP funding.  Fitch's previous rating actions on CIT incorporated
an expectation that some level of funding under the TLGP would be
available.  At the present time, CIT's TLGP application with the
FDIC is still pending.  An inability to access the TLGP and timely
execute additional 23A transactions would likely force CIT to seek
alternative sources of secured funding. The encumbering of assets
to secure these new liquidity providers would be to the detriment
of unsecured creditors.  In that event, Fitch would anticipate a
multi-notch downgrade of CIT's Issuer Default Rating as secured
funding may address immediate liquidity needs, but it may not
support more intermediate debt maturities.  If CIT were to gain
access to TLGP funding, the company's ratings could still be
pressured, reflecting the difficult operating environment,
although a reduction in the near-term liquidity risk may deter any
further rating actions.  Conversely, ratings stability could be
achieved longer term if the company can access TLGP, complete 23A
initiatives while improving overall fundamental performance.

The downgrade of CIT's senior debt ratings reflects the relative
position of these instruments in CIT's capital structure and
Fitch's belief that further subordination of these obligations may
occur.  This is largely driven by a larger proportion of business
being conducted out of the regulated bank and the changes in the
holding company, which may entail greater reliance on secured
funding at the holding company level.  Fitch expects to resolve
the Rating Watch on CIT pending the outcome of TLGP.

These ratings have been downgraded and placed on Rating Watch
Negative:

CIT Group Inc.
CIT Funding Group of Canada, Inc.
CIT Group (Australia) Inc.

  -- Senior debt downgraded to 'BB from 'BB+'.

Fitch has placed these ratings on Rating Watch Negative:

CIT Group Inc.

  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B';
  -- Individual 'D'.
  -- Subordinated/Jr. Subordinated debt 'BB-';
  -- Preferred 'B';
  -- Short-term 'B'.

CIT Bank

  -- Long-term IDR 'BB+';
  -- Individual 'C/D';
  -- Long-term deposits 'BBB-';
  -- Short-term IDR 'F3';
  -- Short-term deposits 'F3'.

CIT Funding Group of Canada, Inc.

  -- Long-term IDR 'BB+;
  -- Short-term IDR 'B'.

CIT Group (Australia) Inc.

  -- Long-term IDR 'BB+';
  -- Short-term IDR 'B';
  -- Short-term 'B'.

Fitch has affirmed these:

CIT Group Inc.

  -- Support at '5';
  -- Support Floor at 'NF'.

CIT Bank

  -- Support at '4';
  -- Support Floor at 'B'.


CITADEL BROADCASTING: S&P Assigns 'CCC' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its unsolicited 'CCC'
corporate credit rating to Citadel Broadcasting Corp.  The rating
outlook is negative.

At the same time, S&P assigned the company's $2.34 billion senior
secured credit facilities an unsolicited issue-level rating of
'CCC' (at the same level as the 'CCC' corporate credit rating).
S&P also assigned the facilities a recovery rating of '4',
indicating S&P's expectation of average (30% to 50%) recovery for
lenders in the event of a payment default.

S&P believes that Citadel may be unable to comply with new
covenants added to its credit agreement following the completion
of its fourth amendment, specifically the requirement to have at
least $150 million of available cash as of Jan. 15, 2010.  Cash
balances were $25.4 million as of March 31, 2009.  Although S&P
expects the company to continue to generate healthy discretionary
cash flow, based on S&P's estimates for further significant EBITDA
declines in 2009, S&P does not believe it will be able to generate
enough free cash flow to comply with this covenant.

The 'CCC' corporate credit rating reflects Citadel's high debt
leverage following its June 2007 acquisition of ABC Radio,
uncertainty regarding its ability to meet covenants in early 2009,
competition from larger radio operators in the majority of its
markets, ongoing challenges to improving profitability at acquired
stations, advertising spending volatility, and significant
obstacles to asset sales.  The company, which had 165 FM and 58 AM
radio stations in more than 50 markets as of Feb. 19, 2009, is the
third-largest radio operator in terms of revenues.


CITIGROUP INC: Launches Joint Venture With Morgan Stanley
---------------------------------------------------------
Morgan Stanley and Citigroup Inc. disclosed the closing of their
Morgan Stanley Smith Barney joint venture, which will create a new
global leader in wealth management.  Originally targeted for the
third quarter of 2009, the closing was achieved ahead of schedule.

As previously announced, Morgan Stanley Smith Barney combines
Morgan Stanley's Global Wealth Management Group with Citi's Smith
Barney in the U.S., Quilter in the U.K., and Smith Barney
Australia retail units into a new wealth management firm with over
130 years of experience.

Leveraging the combined strengths of two leading global brands in
wealth management, the new Morgan Stanley Smith Barney features:

   -- over 18,500 world-class financial advisors, including 33 of
      the top 100 financial advisors on the Barron's 2009 "Top
      Advisors" survey;

   -- 6.8 million client households globally, with a strong
      presence in the high-net-worth client segment;

   -- Approximately $14 billion in pro forma net revenues; and

   -- 1,000 brokerage locations around the world, including in the
      U.S., Latin America, Europe/Middle East and Asia

"Morgan Stanley Smith Barney perfectly complements Morgan
Stanley's traditional leadership position in the global
institutional markets," said John Mack, Chairman and CEO of Morgan
Stanley.  "It is a clear industry leader that will be the premier
choice for clients and high-quality financial advisors around the
world, who will benefit from an unrivaled global platform, a vast
array of products and services and the powerful intellectual
capital that both firms bring to this venture."

"Today's closing marks another step in the execution of the Citi
Holdings strategy.  One important goal for Citi Holdings is to
optimize the value to Citi shareholders through value-enhancing
disposition and combination opportunities.  We believe this
transaction is consistent with that goal," said Vikram Pandit,
Chief Executive Officer of Citi.  "Citi benefits from this
transaction by monetizing its investment in its wealth management
business, while continuing to benefit from a multi-year earnings
stream created by the larger firm."

Both Morgan Stanley and Citi will access the joint venture for
retail distribution and each firm's institutional businesses will
continue to execute order flow from the joint venture.  At
closing, Citi estimates it will recognize a pre-tax gain of
approximately $10.9 billion, or approximately $6.6 billion on an
after-tax basis, create close to an estimated $7.8 billion of
tangible common equity and increase Citi's Tier 1 capital ratio by
approximately 86 basis points on a pro forma basis as of March 31,
2009.

Under the final terms of the agreement, Citi will transfer 100% of
its Smith Barney, Smith Barney Australia and Quilter retail units
for a 49% stake in the joint venture and an upfront cash payment
of $2.75 billion.  Morgan Stanley will transfer 100% of its Global
Wealth Management business for a 51% stake in the joint venture.
After year three, Morgan Stanley has the right to increase its
stake in the joint venture, although Citi will continue to own a
significant stake through at least year five.

The joint venture is expected to create significant value for
Morgan Stanley and Citi by achieving cost savings of approximately
$1.1 billion after full integration, which will take about two
years.  These operational efficiencies represent approximately 15%
of the combined firm's estimated expense base, excluding financial
advisors' commission compensation.

Offers Clients and High-Quality Financial Advisors New and
Innovative Opportunities for Growth

James Gorman, Morgan Stanley Co-President and Chairman of Morgan
Stanley Smith Barney, said, "Morgan Stanley Smith Barney's 18,500
financial advisors are some of the most talented and productive in
the industry and include eight of the top 10 advisors ranked by
Barron's magazine.  Given the combined resources and global
platform at our disposal, we believe Morgan Stanley Smith Barney
will become the employer of choice for other leading financial
advisors around the world.  As we continue to grow, we look
forward to offering our clients even greater value through new and
exclusive products and services."

Charles Johnston, President of Morgan Stanley Smith Barney, said,
"Now, more than ever, investors need advisors they can trust, and
the entire team at Morgan Stanley Smith Barney is ready to help
our clients navigate these challenging markets.  We are
reinventing the wealth management firm to deliver the best advice,
superior service and the most innovative financial solutions to
every client.  Looking ahead from my 20 years at Smith Barney, I'm
confident that Morgan Stanley Smith Barney will set the new
industry standard for success."

To encourage certain Citigroup employees to join the new joint
venture, Citi will fund and Morgan Stanley will make equity grants
to such employees to replace the value of certain equity awards
they will forfeit in connection with the closing of the joint
venture.  Awards, which will be made under the "Morgan Stanley
2009 Replacement Equity Incentive Compensation Plan for Morgan
Stanley Smith Barney Employees", may be made in the form of stock
appreciation rights, stock options, restricted stock and
restricted stock units and other forms of stock-based awards.  Up
to five million shares of Morgan Stanley's common stock may be
granted under the Equity Plan (subject to adjustment for certain
transactions and changes in corporate structure) to a maximum of
15,000 transferred Citigroup employees.  A significant majority of
the awards granted under the Equity Plan will be made shortly
after today's closing announcement, although additional awards
will be made as certain employees transfer from Citigroup over the
next 36 months.  Each recipient of an award will become vested in
the award in accordance with its terms.  The Equity Plan (and the
equity awards granted thereunder) was adopted without stockholder
approval pursuant to the employment inducement award exception
under the New York Stock Exchange Corporate Governance Listing
Standards.

                      About Morgan Stanley

Morgan Stanley -- http://www.morganstanley.com-- is a leading
global financial services firm providing a wide range of
investment banking, securities, investment management and wealth
management services.  The Firm's employees serve clients worldwide
including corporations, governments, institutions and individuals
from more than 600 offices in 36 countries.

                        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.  Citigroup had $2.0 trillion in
total assets on $1.9 trillion in total liabilities as of
September 30, 2008.

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

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


CITIGROUP INC: Won't Pay Five Former Executives Promised Severance
------------------------------------------------------------------
Five former top executives of Citigroup Inc. won't receive the
tens of millions of dollars in severance payouts promised to them,
David Enrich at The Wall Street Journal reports, citing people
familiar with the matter.

According to WSJ, sources said that affected executives include
Michael Klein, former co-head of Citigroup's investment bank, and
Kevin Kessinger, formerly in charge of operations and technology
at Citigroup.  WSJ states that Messrs. Klein and Kessinger got
lucrative severance packages when they left in 2008, including
periodic cash payments.

WSJ relates that Mr. Klein was due to get $21.3 million in cash on
March 31, 2009, and $7.5 million on October 5, 2009.  According to
the report, Mr. Klein's agreement included $42 million in cash and
stock in a series of payments through 2009, in exchange for him
not joining the rival bank or trying to steal Citigroup workers or
clients.

WSJ notes that Citigroup has paid out more than half of the
roughly $100 million it promised to the former executives, but
sources said that company officials recently decided not to
proceed with the remaining payments.  Sources said Citigroup
officials wanted to avoid even the possibility of a public
backlash over the money, WSJ relates.

WSJ reports that Citigroup is obliged to make the payments under
the terms of exit agreements with the former executives, but
sources said bank officials think the former executives would
conclude that it would be publicly embarrassing for them to file
lawsuits against Citigroup to seek the money.

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

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

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


CLINT NORTON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Clint Norton
        3600 Centenary
        Dallas, TX 75225

Bankruptcy Case No.: 09-33482

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  Email: arthur@arthurungerman.com

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

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

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

The petition was signed by Mr. Norton.


CONSTAR INT'L: Completes Restructuring; Emerges From Chapter 11
---------------------------------------------------------------
Constar International Inc. and its affiliated debtors have
completed their financial restructuring and successfully emerged
from Chapter 11 on May 29, 2009.  The reorganization was completed
approximately five months from the filing of their Chapter 11
petitions on December 30, 2008.  In conjunction with its emergence
from Chapter 11, Constar also announced that it had converted its
debtor-in-possession financing into an exit facility to provide
the Company with ongoing liquidity.

Michael Hoffman, President and Chief Executive Officer of Constar,
said, "On behalf of our Board and the management team, I want to
thank our unsecured bond holders for their support and their
willingness to restructure our debt.  At the same time I want to
express my appreciation to our loyal customers, committed
suppliers and dedicated employees who have supported us and
encouraged us throughout the process.  We emerge a revitalized
company with an improved balance sheet.  Combining our improved
financial condition with our strong technologies, we are better
positioned than ever to provide our customers with the product
quality, innovation and service they have come to expect from
Constar."

As required by the Plan approved by the Bankruptcy Court,
Constar's old common stock (which has recently traded with the
symbol CNSTQ) was cancelled in connection with the emergence from
Chapter 11.  Holders of the old common stock will not receive a
distribution of any kind and no further transfers will be recorded
on the Company's books.

In accordance with the Plan, holders of the $175 million of
Constar's pre-Petition Subordinated Notes will convert 100% of
their face amount into new common stock of the reorganized
Company.  This common stock is initially expected to trade over-
the-counter.  The Company estimates that following the
distribution of the new shares, there will be 1.75 million shares
of the new common stock outstanding (exclusive of approximately
195,000 additional shares reserved for issuance under equity
incentive plans).

Headquartered in Philadelphia, Pennsylvania, Constar International
Inc. (NASDAQ: CNST) -- http://www.constar.net/-- produces
polyethylene terephthalate plastic containers for food, soft
drinks and water.  The Company provides full-service packaging
services.  The Company and five of its affiliates filed for
Chapter 11 protection on December 30, 2008 (Bankr. D. Del. Lead
Case No. 08-13432).  Attorneys at Bayard, P.A., are the Debtors'
counsel in the Chapter 11 cases, and attorneys at Wilmer Cutler
Pickering Hale and Dorr LLP are co-counsel.  Goodwin Procter LLP,
and Young, Conaway, Stargatt & Taylor, LLP, are the Official
Committee of Unsecured Creditors' bankruptcy counsel.


CONTECH LLC: To Sell U.K. Unit to HiCorp; U.S. Trustee Objects
--------------------------------------------------------------
Contech U.S., LLC, et al., ask the U.S. Bankruptcy Court for the
Eastern District of Michigan to authorize the private sale of
shares in Contech Operating U.K. Ltd. to HiCorp 46 Limited
pursuant to Section 363 of the Bankruptcy Code.

Contech U.K., a 100% owned subsidiary of Contech LLC, is not a
debtor in the Chapter 11 bankruptcy cases.  HiCorp is a limited
liability company registered in England and Wales formed by and
comprised of the management of Contech U.K.

Under the share purchase agreement, the Debtors propose to novate
to HiCorp that certain promissory note issued by Contech U.K. to
Contech, LLC, in the principal amount of $20,000,000 dated
April 16, 2007.

The aggregate consideration for the shares and the novation will
be (i) will be GBP2.75 million less 50% of the costs of the legal
opinion regarding the capital contribution to be paid by the
Company, plus (ii) the purchaser's agreement to take the Company
subject to all liabilities of the Company, other than the excluded
liabilities.

The Debtors will pay a GBP80,000 termination fee to HiCorp in the
event that the seller or Contech U.K. breach the agreement and
close on a sale of Contech U.K. to a third party.

The Debtors state that although the shares will not be sold at a
public auction, the shares have been properly exposed to the
marketplace through an extensive and thorough marketing process
and they believe that they will not find a better offer than that
received from HiCorp.

Danel M. McDermott, United States Trustee, objects to the sale.
The U.S. Trustee states that the proposed termination fee is a
disguised "break-up" fee and that a break-up fee is only
appropriate to compensate an unsuccessful bidder, or "stalking
horse".  The U.S. Trustee adds that HiCorp is not a designated as
a stalking horse bidder, and in fact no open auction is
contemplated.  Further, the proposed termination fee is an
unnecessary expense of the estate, and is not a reasonable
percentage of the purchase price.

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Company also manufactures safety steel forged automotive
components and tube fabrications primarily for commercial trucks.

The Company and two of its affiliates filed for Chapter 11
protection on January 30, 2009 (Bankr. E.D. Mich. Lead Case No.
09-42392).  Richard A. Chesley, Esq., and Kimberly D. Newmarch,
Esq., at Paul, Hastings, Janofsky & Walker, LLP, are the Debtors'
counsel.  Robert A. Weisberg, Esq., and Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., serve as local counsel.  Kurtzman
Carson Consultants LLC is the claims, noticing and balloting agent
for the Debtors.  In its bankruptcy petition, Contech said its
assets and debts are both between $100 million and $500 million.


CONTECH LLC: Wants Plan Filing Period Extended to July 9
--------------------------------------------------------
Contech U.S., LLC, et al., ask the U.S. Bankruptcy Court for the
Eastern District of Michigan to extend their exclusive period to
file a plan to July 9, 2009, and their exclusive period to solicit
acceptances of that plan to September 7, 2009.

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

The Debtors tell the Court that they would like more time to
discuss with the official committee of unsecured creditors both
the structure and the contents of any plan before submitting it
for Court approval.

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Company also manufactures safety steel forged automotive
components and tube fabrications primarily for commercial trucks.

The Company and two of its affiliates filed for Chapter 11
protection on January 30, 2009 (Bankr. E.D. Mich. Lead Case No.
09-42392).  Richard A. Chesley, Esq., and Kimberly D. Newmarch,
Esq., at Paul, Hastings, Janofsky & Walker, LLP, are the Debtors'
counsel.  Robert A. Weisberg, Esq., and Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., serve as local counsel.  Kurtzman
Carson Consultants LLC is the claims, noticing and balloting agent
for the Debtors.  In its bankruptcy petition, Contech said its
assets and debts are both between $100 million and $500 million.


DARRYL A. NEWELL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Darryl A. Newell
        12955 NE 135th
        Fort McCoy, FL 32134

Bankruptcy Case No.: 09-04379

Chapter 11 Petition Date: May 29, 2009

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

Judge: Chief Paul M. Glenn

Debtor's Counsel: R. John Cole, II, Esq.
                  46 N Washington Blvd., Suite 24
                  Sarasota, FL 34236
                  Tel: (941) 365-4055
                  Fax: (941) 365-4219
                  Email: rjc@rjcolelaw.com

Total Assets: $1,427,122

Total Debts: $2,204,255

A list of the Company's 20 largest unsecured creditors is
available for free at: http://bankrupt.com/misc/flmb09-04379.pdf

The petition was signed by Mr. Newell.


DAVID MOHAMMED ESMAIL: Case Summary & 17 Largest Unsec. Creditors
-----------------------------------------------------------------
Joint Debtors: David Mohammed Esmail
               Nadera Ramiz Esmail
               21 Red Tail Drive
               Highlands Ranch, CO 80126

Bankruptcy Case No.: 09-20574

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtors' Counsel: Harvey Sender, Esq.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  Email: Sendertrustee@sendwass.com

Total Assets: $4,396,004

Total Debts: $10,138,546

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

      http://bankrupt.com/misc/cob09-20574.pdf

The petition was signed by the Joint Debtors.


DELTEK INC: Stockholders Subscribe to Rights Offering
-----------------------------------------------------
Deltek, Inc., disclosed in a filing with the Securities and
Exchange Commission that its common stock rights offering was
fully subscribed by its stockholders.  The rights offering
subscription period expired on May 27, 2009.  As a result of the
rights offering, the Company will issue 20,000,000 new shares of
common stock at a price of $3.00 per share.  The Company's largest
stockholders, affiliates of New Mountain Capital, fully
participated in the rights offering, including with respect to
their prorated over-subscription privilege.

"We are pleased to announce the successful conclusion of our $60
million rights offering," Kevin Parker, president and CEO of
Deltek, said.  "The proceeds from the rights offering, together
with our existing cash balance, give us approximately $100 million
in cash and provide us with significant additional financial and
operating flexibility."

Headquartered in Herndon, Virginia, Deltek, Inc. (Nasdaq: PROJ) --
http://www.deltek.com/--provides  enterprise applications
software and related services designed specifically for project-
focused organizations.  Project-focused organizations generate
revenue from defined, discrete, customer-specific engagements or
activities.

As reported in the Troubled Company Reporter on May 4, 2009,
Deltek, Inc., had $191.4 million in total assets and
$240.2 million in total liabilities, resulting in $48.8 million in
stockholders' deficit as of March 31, 2009.


DENES DDS INC: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Denes, DDS Inc
        9813 N Sedona Cir
        Fresno, CA 93720

Bankruptcy Case No.: 09-15065

Chapter 11 Petition Date: May 31, 2009

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

Judge: W. Richard Lee

Debtor's Counsel: Peter L. Fear, Esq.
                  7750 N Fresno St #101
                  Fresno, CA 93720-1145
                  Tel: (559) 436-6575

Total Assets: $575,000

Total Debts: $1,234,837

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

          http://bankrupt.com/misc/caeb09-15065.pdf

The petition was signed by Alexandru Denes, president of the
Company.


DESERET PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Deseret Properties, LLC
        2905 South West Temple
        Salt Lake City, UT 84115

Bankruptcy Case No.: 09-25491

Chapter 11 Petition Date: May 28, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Daniel B. Garriott, Esq.
                  Nelson Snuffer Dahle & Poulsen
                  10885 S. State St.
                  Sandy, UT 84070
                  Tel: (801) 576-1400
                  Fax: (801) 576-1960
                  Email: dbgarriott@msn.com

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

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

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

The petition was signed by Michael Lichtie, member of the Company.


DHAN LAXMI LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Dhan Laxmi LLC
        Days Inn
        333 North Main St.
        Richfield, UT 84701

Bankruptcy Case No.: 09-25430

Chapter 11 Petition Date: May 27, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Terry L. Hutchinson, Esq.
                  368 E. Riverside, Suite C
                  St. George, UT 84790
                  Tel: (435) 652-1115
                  Fax: (435) 652-0355
                  Email: tlh@infowest.com

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

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

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

The petition was signed by Darshna Ghadiali, chief executive and
manager of the Company.


DIAMOND T RANCH: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Diamond T Ranch Development Inc.
        18866 Stone Oak Parkway, Suite 103-33
        San Antonio, TX 78258

Bankruptcy Case No.: 09-52053

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: David S. Gragg, Esq.
                  Langley & Banack, Inc
                  Trinity Plaza II
                  745 E Mulberry, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  Email: dgragg@langleybanack.com

Total Assets: $4,000,000

Total Debts: $3,223,421

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

          http://bankrupt.com/misc/txwb09-52053.pdf

The petition was signed by Dode G. Harvey, president and
CEO/director of the Company.


DINOSAUR OIL: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dinosaur Oil and Gas, Inc.
        P O Box 175
        Tomball, TX 77377-0175

Bankruptcy Case No.: 09-33649

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
   Italian-American Oil Co.                        09-33650

Chapter 11 Petition Date: May 28, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: John H. Bennett, Jr., Esq.
                  Attorney at Law
                  2777 Allen Parkway, Ste 1000
                  Houston, TX 77019-2165
                  Tel: (713) 650-8222
                  Fax: (713) 650-3033
                  Email: jb@johnhbennettjr.com

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

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

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

     http://bankrupt.com/misc/txsb09-33649.pdf

The petition was signed by Mary Josephine Stone, sole director and
chairman of the Company.


DIRECTV HOLDINGS: Fitch Affirms Issuer Default Rating at 'BB'
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Issuer Default Rating assigned
to DIRECTV Holdings LLC.  The Rating Outlook has been revised to
Positive from Stable.  DIRECTV is a wholly owned subsidiary of The
DIRECTV Group, Inc.  Approximately $5.8 billion of debt as of
March 31, 2009, is affected.  See a complete listing of the
ratings affirmed by Fitch below.

The Positive Rating Outlook reflects the strength of DIRECTV's
credit metrics within the existing ratings category.  DIRECTV's
credit profile has strengthened in step with the operating
leverage derived from the company's growing subscriber base and
strong operating momentum.  A key consideration for future
positive ratings actions will be the extent to which DTVG levers
DIRECTV's balance sheet to fund shareholder-friendly actions and
other investments.  Fitch expects that once the merger with
Liberty Entertainment, Inc. is finalized, the company will be in a
better position to set its overall capital structure policy.
Fitch believes that returning capital to its shareholders will
remain a priority for the company as DTVG historically has used
free cash flow generated by DIRECTV to fund large share repurchase
programs.  As of March 31, 2009, approximately $1.6 billion of
capacity remains within DTVG's current share repurchase
authorization.

In Fitch's opinion the proposed merger between DTVG and LEI is a
credit neutral event. Positively, the transaction consolidates
DTVG's strategic direction under one board of directors and set of
shareholders.  DIRECTV's leverage as of March 31, 2009 was 1.3
times (x) on a latest 12-month basis, and leverage through DTVG
(there is no debt at DTVG; however, DIRECTV Latin America
generates approximately $600 million of EBITDA) was 1.2x. Post
merger DTVG's leverage pro forma for the $2 billion of LEI debt
increases nominally to 1.6x.

Overall, the ratings for DIRECTV reflect the size and scale of
DIRECTV's operations as the second-largest multichannel video
programming distributor in the United States, Fitch's expectation
for continued generation of FCF (before dividends to DTVG), and
the company's high level of financial flexibility.  The ratings
also incorporate DIRECTV's strong operating momentum fostered by
the company's strategy of targeting high-quality subscribers.
This strategy in Fitch's opinion yields higher average revenue per
use, operating margins, and lifetime subscriber revenue and cash
flows, while lowering subscriber churn levels.

Also supporting the company's operating momentum is its strategy
to use sports programming, original content and high definition
programming to differentiate its video programming from
competition.  Overall these operating strategies have positioned
the company to effectively compete against the service bundles
offered by cable multiple system operators and telephone
companies.  Fitch acknowledges that DIRECTV's competitive position
may weaken somewhat when competing for subscribers in large urban
markets where the telephone companies have deployed fiber-based
video services and are marketing a triple-play service.

Rating concerns center on the evolving competitive landscape,
DIRECTV's lack of revenue diversity and narrow product offering
relative to its cable MSO and growing telephone company
competition and finally DIRECTV's ability to balance subscriber
growth with growing operating margins and free cash flow.  While
the current economic environment has yet to negatively effect
DIRECTV's operating profile, the risk that a slowing economy will
weigh on DIRECTV's operating results during 2009 remains present
within the company's credit profile.

DIRECTV's liquidity position and overall financial flexibility is
strong and is supported by the $500 million of available borrowing
capacity from the revolver contained in the company's credit
facility that expires April 2011, and expected FCF generation
(before any potential dividend payment to DTVG).  During the first
quarter of 2009 DIRECTV generated approximately $500 million of
FCF, relatively consistent with the FCF generated during the same
period last year.  Fitch expects free cash flow will continue to
grow during 2009 and anticipates that DIRECTV will generate in
excess of $2 billion of free cash flow (before dividends to DTVG)
in 2009.  Scheduled maturities are well within anticipated FCF
generation and consist primarily of scheduled amortization from
the company's various credit facilities.  During 2009 scheduled
maturities total approximately $108 million and increase to
$308 million in 2010.

Fitch affirms these ratings:

  -- IDR at 'BB';
  -- Senior secured debt at 'BB+';
  -- Senior unsecured debt at 'BB'.


DISCOVER FINANCIAL: Moody's Cuts Senior Unsecured Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Discover
Financial Services (senior unsecured to Ba1 from Baa3) and wholly-
owned subsidiary Discover Bank (senior unsecured to Baa3 from
Baa2) and kept the rating outlook at negative.

The rating action reflects Moody's view that DFS' intrinsic credit
quality has been diminished by reduced financial flexibility,
including reduced access to the securitization market,
historically a significant funding source for the company.  The
diminished market access is a result of the prolonged credit
crunch and the severe U.S. economic downturn, which has placed
downward pressure on asset quality for DFS (and the industry as a
whole).  As a result, the company's funding profile has become
less balanced and highly reliant on brokered deposits, a wholesale
and confidence-sensitive funding source.  DFS has been building an
alternative funding source in the form of a direct sale CD
program, but this source is still in its development phase.

The downgrade also reflects Moody's view that DFS faces continued
elevated credit costs and profitability pressures as the U.S.
economy remains weak.  Moreover, due to secular changes affecting
the U.S. credit card industry -- in particular regulatory (Reg AA)
and legislative (the Credit CARD Act) measures restricting
industry re-pricing flexibility -- the profitability of the U.S.
credit card business may well be less robust and resilient than in
the past.  As effectively a monoline competitor, DFS may be
affected by such changes to a greater degree than other, more
diversified competitors.

Despite these challenges, Moody's notes that DFS is well
capitalized and maintains a solid franchise in the U.S. general
purpose credit card market.  Moreover, the Discover network,
although not a significant profit driver, enhances DFS' high brand
awareness, which aids in the company's marketing and merchant
acceptance initiatives.  In addition, DFS' low growth in recent
years and relatively low exposure to geographic trouble spots such
as California and Florida have yielded good asset quality metrics
versus peers.  DFS possesses an experienced and effective credit
risk and portfolio management organization, in Moody's view.

In order to return to a stable outlook, DFS would need to
demonstrate an enhancement of funding balance, e.g. through
capital markets and additional deposit initiatives, while
maintaining strong capital metrics.  Further negative rating
pressure could develop if Discover's liquidity profile weakened or
if Moody's came to the view that credit and regulatory/legislative
pressures could lead to a period of diminished potential returns
or net losses.

Ratings downgraded, with a negative outlook, include these:

Discover Financial Services

* Senior Unsecured -- to Ba1 from Baa3

Discover Bank

* Bank Financial Strength -- to D+ from C-
* Bank Deposits -- to Baa3/Prime-3 from Baa2/Prime-2
* Senior Unsecured -- to Baa3 from Baa2

The last rating action on DFS was on November 24, 2008, when
Moody's affirmed the company's ratings but changed the outlook to
negative from stable.

Discover Financial Services is a leading credit card issuer and
electronic payment services company.  The company reported total
managed receivables of $50.9 billion as of 2/28/09.


DTE ENERGY: Moody's Downgrades Rating to 'Ba3'; Retains Review
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating of DTE Energy
Center, LLC to Ba3 from Ba1.  The rating remains under review for
possible further downgrade.  The decision to extend the review
follows the announcement that Daimler North America Corporation
will not make the termination payment demanded of it by DTE Energy
Center pursuant to Daimler North America's guarantee of Utility
Assets LLC's obligations under its Utility Service Agreements with
DTE Energy Center.  DTE Energy Center demanded that the
termination payment of $335 million (including the full
$236 million of bonds outstanding and a $99 million equity
termination amount) plus accrued interest and any make-whole
premium be made by May 29.

DTE Energy Center's demand followed the bankruptcy of UALLC, its
sole customer.  A subsidiary of the Chrysler LLC, UALLC filed for
voluntary bankruptcy on April 30 together with Chrysler.  DTE
Energy Center asserted that UALLC's bankruptcy constituted an
automatic termination event under the service agreements.  Because
it was precluded from filing notice of termination against or
making a demand for a termination payment from UALLC by the
automatic stay, DTE Energy Center demanded the termination payment
directly from Daimler North America.  The termination payment was
due on May 29.  Daimler North America refused to pay on the
grounds that the service agreements had not properly terminated in
its view.

Daimler North America, a subsidiary of Daimler AG (rated A3 with a
negative outlook), guarantees UALLC's payment and performance
obligations under the service agreements, including the obligation
to make termination payments.  Moody's notes that this is not a
guarantee of the debt itself.  Nevertheless, a default by Daimler
North America under the guarantee gives rise to a default under
the bond indenture if the default of Daimler North America would
reasonably be expected to have a "material adverse effect" and it
is not cured within 180 days, at which point the bonds may be
accelerated by majority vote of the bondholders.  However, DTE
Energy Center has not yet asserted that DHAHC is in default under
the guarantee.

Daimler North America has acknowledged that its obligations under
the guarantee remain in effect and that, when due on May 26, it
did make payment of the $380,000 demanded of it for pre-petition
operating expenses owed by UALLC.  (Another $190,000 in pre-
petition expenses is due on June 3 and an additional $825,000 is
likely to be demanded by the end of June.)  Furthermore, UALLC
reportedly made the first post-petition capacity payment owed by
it.  To-date, Chrysler has only revealed plans to shut down one of
the plants at which DTE Energy Center's assets are located, and
that not until the end of 2010.  However, Moody's notes that the
Chrysler's ability and willingness to continue to make payments
owed under the service agreements remains subject to a high degree
of uncertainty.  Nevertheless, if UALLC ceases to make any future
capacity or operating payments due under the service agreements
without rejecting the contracts, DTE Energy Center can petition
the court to lift the automatic stay so that it can terminate the
service agreements.

The downgrade reflects the heightened potential for continued
contractual disputes that could result in a delay in receipt of
payment by bondholders or possibly even a payment shortfall given
Daimler North America's refusal to comply with the current
termination payment demand.  While the previous Ba1 rating
anticipated the potential of a dispute regarding Daimler North
America's obligations under the guarantee, that potential has
become a reality.  Moody's believes that Daimler North America is
not likely to make any termination payments until UALLC has
rejected the service agreements in bankruptcy court, unless it is
legally compelled to act.  Furthermore, Moody's note that even if
Daimler North America makes the termination payment in full, it
does not get ownership of the assets.  As a result, it is possible
that Daimler North America could seek to avoid making termination
payments for facilities that it expects Chrysler is likely to need
after it emerges, even if UALLC rejects the associated service
agreements.  It is also possible that if Fiat's attempt to acquire
a stake in Chrysler is successful, Daimler North America may seek
to renegotiate the terms of the guarantee in such a way that
dilutes its value to bondholders.  It remains highly unlikely in
Moody's opinion that bondholders will ultimately get less than
full and timely payment, as Moody's continue to view the guarantee
as clear and comprehensive, notwithstanding Daimler North
America's failure to make the termination payment already demanded
of it.

The review will consider how Daimler North America responds to
further demands made of it under the guarantee, how DTE Energy
Center responds to Daimler North America's refusal to make the
termination payment previously demanded of it, whether UALLC
continues to make payments owed by it under the service
agreements, and how the service agreements are affected by
Chrysler's reorganization plan.  The rating could be downgraded
further if UALLC fails to make any payments owed by it on an
ongoing basis or if Chrysler rejects any of the service agreements
and Daimler North America refuses any resulting demands made on it
under the guarantee.  Notwithstanding the continuing review for
possible downgrade, the rating could potentially be upgraded if
Daimler North America meets any future demands for termination
payments or if Chrysler assumes the service agreements and emerges
from bankruptcy and Daimler North America's guarantee remains in
place and unaltered.

The last rating action on DTE Energy Center was on February 27,
2009 when the rating was downgraded to Ba1 from Baa3.

DTE Energy Center's rating was assigned by evaluating factors
believed to be relevant to the credit profile of the issuer such
as i) the business risk and competitive position of the issuer
versus others within its industry or sector, ii) the capital
structure and financial risk of the issuer, iii) the projected
performance of the issuer over the near to intermediate term, and
iv) the issuer's history of achieving consistent operating
performance and meeting budget or financial plan goals.  These
attributes were compared against other issuers both within and
outside of DTE Energy Center's core peer group and DTE Energy
Center's rating is believed to be comparable to ratings assigned
to other issuers of similar credit risk.

Headquartered in Ann Arbor, Michigan, DTE Energy Center is owned
by subsidiaries of DTE Energy Company (DTE: senior unsecured Baa2,
stable outlook) and The Goldman Sachs Group, Inc. (senior
unsecured A1, negative outlook), each of which holds a 50%
interest.


DTZ ROCKWOOD LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: DTZ Rockwood LLC
           dba Rockwood Realty Associates, LLC
        555 Fifth Avenue
        5th Floor
        New York, NY 10017

Bankruptcy Case No.: 09-13566

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Carlos J. Cuevas, Esq.
                  1250 Central Park Avenue
                  Yonkers, NY 10704
                  Tel: (914) 964-7060
                  Fax: (914) 964-7064
                  Email: ccuevas576@aol.com

Total Assets: $1,815,178

Total Debts: $79,653,230

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

           http://bankrupt.com/misc/nysb09-13566.pdf

The petition was signed by John W. Magee, co-chairman of the
Company.


DWIGHT HOSTVEDT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Dwight Hostvedt
                  dba Lost Mountain Lodge
                  dba Woodmark Design
                  dba Dwight Hostvedt Design
               Lisa S Hostvedt
                  fka Lisa Scattaregia
                  fdba First Impressions Marketing and
                       Public Relations
               110 Sapphire Place
               Sequim, WA 98382

Bankruptcy Case No.: 09-15173

Chapter 11 Petition Date: May 28, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtors' Counsel: Donald A. Bailey, Esq.
                  1218 3rd Ave, Ste 1808
                  Seattle, WA 98101
                  Tel: (206) 682-4802
                  Email: donald.bailey@shaferbailey.com

Total Assets: $3,195,616

Total Debts: $2,781,492

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

      http://bankrupt.com/misc/wawb09-15173.pdf

The petition was signed by the Joint Debtors.


EIF CALYPSO: S&P Downgrades Rating on $800 Mil. Facilities to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
EIF Calypso LLC's $800 million in senior secured facilities to
'BB' from 'BB+'.  The facilities consist of a $150 million letter
of credit, a two-tranche term loan of $260 million (tranche A,
maturing 2014) and a $390 million (tranche B, maturing 2019).  The
recovery rating on the facilities remains '2', indicating
expectations of substantial recovery (70%-90%) in the event of a
payment default.  The outlook is negative.

The rating action follows a year of performance below S&P's
expectations, largely resulting from a cash-trap at Windsor
Financing LLC, an asset owned by Calypso Energy Holdings LLC,
which is 80% owned by EIF Calypso LLC.  Windsor Financing's low
debt service coverage in 2008 and budgeted 2009, and continuing
exposure to operational difficulties caused by poor fuel quality,
higher-than-expected capacity factors causing increased wear, coal
production, transportation, and delivery issues, and higher than-
anticipated substitute power expenses.  S&P believes that Windsor
will not distribute cash in 2009 and may face challenges to do so
in 2010.

In addition, the sustained softening of natural gas prices in the
U.S. has resulted in lower energy margins for merchant assets,
negatively affecting the 23% of Selkirk's capacity that became
merchant following the expiration of the purchase power agreement
(PPA) with Niagara Mohawk Power Corp. on June 30, 2008.  When
measured against the S&P gas price deck, coverage ratios do not
exceed the 1.35x distribution test required before the bonds
mature in 2012.

If distributions (but not revenues under operating and maintenance
and management contracts) are excluded from both Windsor and
Selkirk, coverage ratios at Calypso could be below 1.0x in the
years 2011-2012.  Although the debt service reserve would be
sufficient to offset the shortfall, any draws on the letter of
credit would represent additional pari passu debt; in addition,
the resulting coverage ratios, if realized, would trigger a
technical default at Calypso.

In addition, although S&P does not feel that Windsor's default
probability in the short term has materially increased -- a
payment default at Windsor of more than $35 million of Windsor's
outstanding debt would result in a technical default at Calypso,
introducing the risk of a payment acceleration if Calypso's
lenders declined to waive this Calypso-level default.  Per the
Calypso credit agreement, any combination of project-level payment
defaults at the Windsor, Selkirk, Carney's Point, Logan, or
Indiantown facilities that total more than $35 million would
result in this technical default.  In S&P's view, this risk has
increased following the draws on the debt service reserve at
Windsor in the first and second quarters of 2009.

The negative outlook reflects S&P's concern that the merchant
portion of Selkirk's capacity may be insufficient to allow
distributions, potentially resulting in cash traps at two of the
portfolio's five key assets (42% of portfolio capacity).  This
scenario, if not offset by performance at other assets, could
potentially result in 2010 coverage ratios between 1.10x-1.15x, at
which point S&P may consider a downgrade.  If Windsor resolves its
operational issues or Selkirk performs beyond S&P's expectations,
S&P could stabilize the rating.  Sustained (12-24 months) coverage
ratios above 1.30x could result in an upgrade.


ELMER DUANE ZEEB: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Elmer Duane Zeeb
        PO Box 4347
        Topeka, KS 66604

Bankruptcy Case No.: 09-40885

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       District of Kansas (Topeka)

Judge: Janice Miller Karlin

Debtor's Counsel: Tom R. Barnes, II, Esq.
                  2887 SW MacVicar Ave
                  Topeka, KS 66611
                  Tel: (785) 267-3410
                  Email: tom@stumbolaw.com

Total Assets: $1,098,857

Total Debts: $1,424,095

A full-text copy of Mr. Zeeb's petition, including a list of his 7
largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/ksb09-40885.pdf

The petition was signed by Mr. Zeeb.


EMISPHERE TECH: Has Until June 26 to Regain Compliance With Nasdaq
------------------------------------------------------------------
Emisphere Technologies, Inc., received a letter from The NASDAQ
Stock Market stating that the NASDAQ Hearings Panel reached the
limits of its discretion as set forth under the NASDAQ Marketplace
Rules and determined to delist the Company's common stock from The
NASDAQ Capital Market.

Accordingly, trading of the Company's common stock on The NASDAQ
Capital Market was scheduled to be suspended on May 26, 2009.
However, the Company was subsequently notified on May 22, 2009, by
The NASDAQ Stock Market that the NASDAQ Listing and Hearing Review
Council had called the matter for review pursuant to its
discretionary authority under NASDAQ Marketplace Rule 5820(b) and
had also determined to stay the May 21, 2009, decision to suspend
the Company's securities from trading pending further action by
the Listing Council.  As a result, the Company's securities will
continue to trade on The NASDAQ Capital Market pending further
consideration of this matter by the Listing Council.

Although the Listing Council called the Company's matter for
review in order to determine whether the Company must be afforded
additional time to regain compliance, there can be no assurance
that, subsequent to completion of the Listing Council's review,
the Company's securities will continue to be listed on The NASDAQ
Capital Market.  Moreover, at any time, the Listing Council could
withdraw its call for review thus allowing the stay to expire and
the Company's securities to be delisted on two business days
notice.

The Company received a letter from The NASDAQ Stock Market
advising that, for the ten consecutive trading days prior to
October 21, 2008, the market value of the Company's listed
securities had been below the minimum $35 million requirement for
continued inclusion on The NASDAQ Capital Market pursuant to
NASDAQ Marketplace Rule 4310(c)(3)(B) and that, in accordance with
NASDAQ Marketplace Rule 4310(c)(8)(C), the Company would be
provided thirty calendar days, or until November 20, 2008, to
regain compliance with the Rule.  The Company was not compliant
with the Rule as of November 20, 2008, and received notice from
the NASDAQ Listing Qualifications Department that the Company's
securities were subject to delisting from The NASDAQ Capital
Market.  The Company went before the Panel on January 8, 2009, to
request continued listing pending its return to compliance.

The Panel's decision, issued on April 9, 2009, granted the Company
an exception to NASDAQ Marketplace Rule 5550(b)(1), conditioned
upon the Company achieving a market value of listed securities of
$35 million for ten consecutive trading days or demonstrating
compliance with one of the alternative listing criteria on or
before May 20, 2009, which represented the full extent of the
Panel's authority to grant an exception.

On May 20, 2009, the Company informed the Panel that, as of
May 19, 2009, the Company had a market capitalization of
approximately $39.5 million and had demonstrated a market
capitalization in excess of the minimum $35 million threshold for
two consecutive business days.  On May 21, 2009, the Company
received the NASDAQ Letter and on May 22, 2009, the Company
received the Review Letter. The Listing Council has requested that
the Company submit additional information relating to its plan to
regain compliance by June 26, 2009; however, as noted above, the
Listing Council reserves its right to withdraw its call for review
at any time.

                 About Emisphere Technologies Inc.

Based in Cedar Knolls, New Jersey, Emisphere Technologies Inc.,
(NasdaqGM: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules using its eligen(R) technology.
These molecules and compounds could be currently available or are
under development.  The molecules are usually delivered by
injection; in many cases, their benefits are limited due to poor
bioavailability, slow on-set of action or variable absorption. The
eligen(R) technology can be applied to the oral route of
administration as well other delivery pathways, like buccal,
rectal, inhalation, intra-vaginal or transdermal.

Emisphere reported a net loss of $5.1 million for the three months
ended September 30, 2008, compared to net income of $3.0 million
for the three months ended September 30, 2007, which included
$11.9 million income (net) from the settlement of the lawsuit
between Eli Lilly and the company.  Emisphere reported a net loss
of $16.7 million for the nine months ended September 30, 2008,
compared to a net loss of $13.0 million for the nine months ended
September 30, 2007, which included $11.9 million income (net) from
the settlement of the lawsuit between Eli Lilly and the company.
Cash, cash equivalents, and investments as of September 30, 2008
were $11.0 million compared to $13.9 million at December 31, 2007.
At September 30, 2008, the company's balance sheet showed total
assets of $15.6 million, total liabilities of $45.0 million and
stockholders' deficit of about $29.4 million.

                        Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about
Emisphere Technologies Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended December 31, 2007.  The auditing
firm reported that the company has experienced sustained operating
losses, has limited capital resources, and has significant future
commitments.  The Company has limited capital resources and
operations to date have been funded primarily with the proceeds
from collaborative research agreements, public and private equity
and debt financings and income earned on investments.


FEED THE METER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Feed The Meter, LLC
           dba Asqew Grill
        3350 Steiner Street
        San Francisco, CA 94123

Bankruptcy Case No.: 09-31504

Chapter 11 Petition Date: June 1, 2009

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

Judge: Thomas E. Carlson

Debtor's Counsel: Michael H. Lewis, Esq.
                  Law Offices of Michael H. Lewis
                  505 Sansome St. #475
                  San Francisco, CA 94111
                  Tel: (415) 296-1460
                  Email: MH_LEWIS@PACBELL.NET

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

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

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

           http://bankrupt.com/misc/canb09-31504.pdf

The petition was signed by Mark Nicandri, managing member of the
Company.


FERNANDO CUEVAS: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Fernando Cuevas
                  aka Francisco Martinez Cuevas
               Martha M Gonzales
               10207 Newville Ave
               Downey, CA 90241

Bankruptcy Case No.: 09-23468

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtors' Counsel: Michael Jay Berger, Esq.
                  9454 Wilshire Blvd 6th Flr
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  Email: michael.berger@bankruptcypower.com

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

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

A full-text copy of the Debtors? petition, including a list of
their 11 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/cacb09-23468.pdf

The petition was signed by the Joint Debtors.


FINITE PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Finite Properties LLC
        4137 Manor House Dr
        Marietta, GA 30062

Bankruptcy Case No.: 09-73978

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Michael D. Robl, Esq.
                  Thomerson, Spears & Robl, LLC
                  104 Cambridge Avenue
                  Decatur, GA 30030
                  Tel: (404) 373-5153
                  Email: mdrobl@tsrlaw.com

Total Assets: $2,725,000

Total Debts: $3,076,330
A full-text copy of the Debtor's petition, including a list of its
2 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/ganb09-73978.pdf

The petition was signed by Stuart Michels.


FIRSTLIGHT POWER: S&P Affirms 'B+' Rating on First-Lien Facilities
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
rating on FirstLight Power Resources Inc.'s first-lien facilities.
The facilities consist of a $550 million first-lien term loan
($504 million outstanding) and $65 million letter of credit
facility, both maturing in 2013, along with a $70 million working
capital facility maturing in 2011.  The recovery ratings on all
first-lien facilities is '2', indicating revised expectations of
substantial recovery (70%-90%) in the event of a payment default.
At the same time, S&P revised the outlook on the first-lien
facilities to negative.

The rating on FL Power's $170 million second-lien term loan is
'CCC+', with a '6' recovery rating (0%-10%).  The outlook on the
second lien is stable.

The negative outlook on the first lien reflects S&P's concern
resulting from the continued weakness of I New England Independent
System Operator's (ISO-NE) energy markets and the increase in
refinancing risk and potential financial covenant violations if
EBITDA does not recover to offset higher-than-expected leverage.
Low natural gas prices have contributed to a reduction in both
peak/off-peak spreads and intraday hourly prie volatility, both of
which are key contributors to Northfield Mountain's earnings
potential.

The negative outlook reflects S&P's concern that the slow pace of
first-lien amortization will put the portfolio close to covenanted
leverage ratios in the short term and increase refinancing risk in
the long term.  If capacity markets recover to $6 to $8/kW-month
for at least two auctions or Northfield Mountain can capture $6 to
$7/kW-month in gross energy margin for a comparable period, S&P
may raise the ratings.  Conversely, if peak/off-peak spreads stay
narrowed (or energy price volatility declines) at a rate that
prevents deleveraging to at least $650/kW (consolidated) by 2010 -
- and cash flows have not been stabilized in some fashion in the
years leading up to maturity -- S&P may alter the outlook or lower
the rating.  S&P will also closely monitor quarterly performance
to track FirstLight's proximity to any financial covenant
violations; an impending violation, if left uncured, could also
result in a downgrade due to the risk of payment acceleration.


FORD MOTOR: New Products Boost Sales by 20% in May 2009
-------------------------------------------------------
New products helped Ford Motor Co. achieve its highest market
share in three years, even as Ford decreased incentive spending in
May 2009.  Ford, Lincoln, and Mercury sales totaled 155,954, up
20% versus April and the highest sales for any month since July
2008.

Sales of the Ford Fusion were 19,786, Ford Flex sales were 4,305
and sales of the company's hybrid vehicles totaled 3,906 --
setting three new sales records.  In addition, Lincoln's new
sedans, the MKZ and MKS, helped the luxury brand post a 2% sales
increase.

"Consideration for our new products is increasing," said Ken
Czubay, Ford vice president, Sales and Marketing.  "Even as the
competitive environment intensifies, Ford's relentless pursuit of
quality, fuel efficiency, smart technology and appealing designs
is winning new customers."

The previous Fusion record was set last month with 18,321 cars
when Fusion cracked the foreign stranglehold on the mid-size sedan
market.  It was the first time since July 2002 that a domestic car
was one of the top three mid-size cars selling to retail
customers.  Recent independent studies rate Fusion and the Mercury
Milan as having the best predicted reliability among all mid-size
sedans.  In addition, both models are rated the most fuel-
efficient sedans in America.

Combined sales for the Fusion and Milan hybrids and the Ford
Escape and Mercury Mariner hybrids totaled 3,906 -- a new company
record for hybrid sales in a single month.  The previous record
was set in April 2006, with 3,420 hybrids.

The previous Flex record also was set last month with 3,190
vehicles.  Combined sales for all crossover utilities were 35,582,
Ford's strongest crossover sales month since last May.

May marked the first full sales month of the 2010 Ford Mustang.
Mustang sales totaled 8,812, the highest sales month since last
July.  This year marks the 45th anniversary of America's legendary
pony car.

Lincoln was one of the few brands in the U.S. to achieve a sales
increase in May.  Lincoln sales totaled 8,566, up 2% versus a year
ago.  Lincoln's sedans, the all-new MKS, redesigned MKZ and
venerable Town Car paced Lincoln's sales increase.  A new Lincoln
full-size crossover, the MKT, will debut later this year.

                    Inventories and Production

At the end of May, Ford vehicle inventories totaled 350,000
(equivalent to 56 days' supply).  This level was 41,000 vehicles
lower than at the end of April and 210,000 vehicles lower than a
year ago.

Given tightly controlled inventories and the strength of its new
products in the market, Ford is increasing second quarter North
American production by 10,000 vehicles (to 445,000).  Ford also
announced it plans to build 460,000 vehicles in the third quarter,
an increase of 42,000 vehicles compared with third quarter 2008.

"At Ford, the future is now," said Mr. Czubay.  "New products
account for 50% of our sales, and demand for these products is
driving our market share gains.  We encourage customers who are in
the market for a new vehicle to 'Drive the Ford Difference.'"

To provide added incentive, Ford is announcing a new summer
merchandising program, Drive the Ford Difference.  From June 2
through June 30, Ford will cover up to three months' worth of
payments up to $2,100, and Ford Credit will offer 0% financing on
select Ford, Lincoln, and Mercury vehicles.

             FORD MOTOR COMPANY MAY 2009 U.S. SALES

                        May         %       Year-To-Date    %
                        ---                 ------------
                   2009    2008  Change     2009    2008  Change
                   ----    ----  ------     ----    ----  ------

Sales By Brand

Ford            137,167  184,042  -25.5  526,664  833,856  -36.8
Lincoln           8,566    8,365    2.4   33,573   47,176  -28.8
Mercury          10,221   13,593  -24.8   37,362   60,938  -38.7
                 ------   ------          ------   ------
Total Ford,
Lincoln and
Mercury        155,954  206,000  -24.3  597,599  941,970  -36.6

Volvo             5,577    7,238  -22.9  22,704  39,180  -42.1
                  -----    -----         ------  ------
Total Ford Motor
Company        161,531  213,238  -24.2 620,303 981,150  -36.8

Ford, Lincoln
and Mercury
Sales By Type

Cars             63,697   85,542  -25.5 226,012 335,336  -32.6

Crossover
Utility
Vehicles        35,582   39,097   -9.0 133,872 179,151  -25.3
Sport Utility
Vehicles         9,657   15,437  -37.4  33,955  86,044  -60.5
Trucks and Vans  47,018   65,924  -28.7 203,760 341,439  -40.3
                 ------   ------        ------- -------
Total Trucks     92,257  120,458  -23.4 371,587 606,634  -38.7
                 ------  -------        ------- -------
Total Vehicles  155,954  206,000  -24.3 597,599 941,970  -36.6

                    FORD BRAND MAY 2009 U.S. SALES

                         May        %       Year-To-Date    %
                         ---                ------------
                    2009    2008 Change    2009    2008 Change
                    ----    ---- ------    ----    ---- ------
Crown Victoria     3,728   5,225  -28.7  14,603  23,511  -37.9
Taurus             3,263   6,700  -51.3  15,113  27,817  -45.7
Fusion            19,786  18,088    9.4  66,585  73,197   -9.0
Focus             15,034  32,579  -53.9  56,781 105,499  -46.2
Mustang            8,812   9,633   -8.5  26,156  44,160  -40.8
                   -----   -----         ------  ------
Ford Cars         50,623  72,225  -29.9 179,238 274,184  -34.6
Flex               4,305       0     NA  15,277       0     NA
Edge               9,582  12,367  -22.5  33,531  58,734  -42.9
Escape            16,391  17,667   -7.2  61,017  76,966  -20.7
Taurus X             789   2,794  -71.8   4,771  12,552  -62.0
                     ---   -----          -----  ------
Ford Crossover Utility

Vehicles          31,067  32,828   -5.4 114,596 148,252  -22.7
Expedition         3,150   5,252  -40.0  10,094  28,686  -64.8
Explorer           5,315   8,122  -34.6  19,115  43,116  -55.7
                   -----   -----         ------  ------
Ford Sport Utility

Vehicles           8,465  13,374  -36.7  29,209  71,802  -59.3
F-Series          33,381  42,973  -22.3 143,717 235,924  -39.1
Ranger             5,289   7,239  -26.9  21,113  36,421  -42.0
Econoline/Club
Wagon             8,008  14,673  -45.4  36,857  63,869  -42.3
Low Cab Forward       26     109  -76.1     121     434  -72.1
Heavy Trucks         308     621  -50.4   1,813   2,970  -39.0
                     ---     ---          -----   -----
Ford Trucks and
Vans             47,012  65,615  -28.4 203,621 339,618  -40.0
                  ------  ------        ------- -------
Ford Brand       137,167 184,042  -25.5 526,664 833,856  -36.8

                 LINCOLN BRAND MAY 2009 U.S. SALES

                        May        %    Year-To-Date    %
                        ---             ------------
                     2009  2008 Change   2009   2008 Change
                     ----  ---- ------   ----   ---- ------
    MKS             1,321     0     NA  7,096      0     NA
    MKZ             2,988 3,013   -0.8  9,694 16,025  -39.5
    Town Car        1,553   764  103.3  4,689  6,176  -24.1
    MKX             1,908 2,950  -35.3  9,432 15,320  -38.4
    Navigator         790 1,329  -40.6  2,523  7,834  -67.8
    Mark LT             6   309  -98.1    139  1,821  -92.4
                        -   ---           ---  -----
      Lincoln Brand 8,566 8,365    2.4 33,573 47,176  -28.8

                MERCURY BRAND MAY 2009 U.S. SALES

                         May         %    Year-To-Date    %
                         ---              ------------
                      2009   2008 Change   2009   2008 Change
                      ----   ---- ------   ----   ---- ------
    Grand Marquis    3,272  3,087    6.0  9,933 14,193  -30.0
    Sable            1,011  1,686  -40.0  4,863  7,305  -33.4
    Milan            2,929  4,767  -38.6 10,499 17,453  -39.8
    Mariner          2,607  3,319  -21.5  9,844 15,579  -36.8
    Mountaineer        402    734  -45.2  2,223  6,408  -65.3
                       ---    ---         -----  -----

Mercury Brand 10,221 13,593 -24.8 37,362 60,938 -38.7

                 VOLVO BRAND MAY 2009 U.S. SALES

                      May        %    Year-To-Date    %
                      ---             ------------
                   2009  2008 Change   2009   2008 Change
                   ----  ---- ------   ----   ---- ------
    S40             645   918  -29.7  3,004  6,212  -51.6
    V50             154   201  -23.4    635    822  -22.7
    S60             591   542    9.0  2,384  5,579  -57.3
    S80           1,088 1,127   -3.5  3,691  5,879  -37.2
    V70              96   366  -73.8    771  1,239  -37.8
    XC60            896     0     NA  2,495      0     NA
    XC70            341 1,027  -66.8  2,132  4,712  -54.8
    XC90            840 1,876  -55.2  3,725  9,954  -62.6
    C70             547   677  -19.2  2,254  2,880  -21.7
    C30             379   504  -24.8  1,613  1,903  -15.2
                    ---   ---         -----  -----

Volvo Brand 5,577 7,238 -22.9 22,704 39,180 -42.1

                       About Ford Motor

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

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

                          *     *     *

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

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


GARY STEVEN OLSEN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gary Steven Olsen
        29 Joray Road
        Sharon, CT 06069

Bankruptcy Case No.: 09-51068

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  Email: ressmul@yahoo.com

Total Assets: $3,328,000

Total Debts: $1,515,146

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

          http://bankrupt.com/misc/ctb09-51068.pdf

The petition was signed by Mr. Olsen.


GASCO DISTRIBUTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Gasco Distribution Systems, Inc.
        4445 East Pike
        Zanesville, OH 43701

Bankruptcy Case No.: 09-56171

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: Richard K. Stovall, Esq.
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  Email: stovall@aksnlaw.com

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

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

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

          http://bankrupt.com/misc/ohsb09-56171.pdf

The petition was signed by Fred A. Steele, president of the
Company.


GENERAL MOTORS: Receives Court Approval of "First Day" Motions
--------------------------------------------------------------
General Motors Corporation reported that it has received U.S.
Bankruptcy Court approval to continue honoring all vehicle
warranty programs and dealer incentive plans.  This and other
Court orders today enable GM to assure consumers that warranty
coverage on GM vehicles will continue without interruption,
whether they already own a GM vehicle or intend to buy a new one;
that genuine GM parts will be supplied; and that GM-trained
Goodwrench specialists will perform all services.

The Court also granted approval for GM to access a new
approximately $33.3 billion debtor-in-possession (DIP) financing
facility from the U.S. Treasury and the Canadian and Ontario
governments.  The court authorized GM to use up to $15 billion of
the facility on an interim basis pending a final order approving
the full facility.  This credit facility will be used, among other
things, for the company's normal liquidity requirements, including
employee wages, healthcare benefits, supplier payments, and other
operating expenses.

GM intends to make payment for goods received and services
provided to it on or after the filing date in the normal course of
business and in accordance with terms of existing supplier
agreements.

In addition, Judge Robert E. Gerber of the U.S. Bankruptcy
Court for the Southern District of New York today also granted
approval for a number of other first-day motions that GM made as
part of its chapter 11 filings to preserve the value of GM and
facilitate an expedited sale of assets to the New GM as a healthy
business outside of the chapter 11 context.  The orders granted by
the Court will ensure that the company's business continues to
function without disruption.  GM has received authorization to,
among other things:

   * Respect our operating and financing agreements with GMAC,
     supporting continued wholesale financing for dealers and
     retail financing for customers

   * Pay dealers' open accounts

   * Pay essential suppliers and logistics providers for goods
     and services provided before and after the company's court
     filings

   * Pay all non-U.S. suppliers to GM Corporation and its U.S.
     subsidiaries.

   * Continue pay and benefits for employees and retirees;
     however, the amount of non-qualified pension for some
     executive retirees may be affected

   * Preserves, on an interim basis, GM's tax carryforwards,
     including a substantial amount of foreign tax credits

   * Approved, on an interim basis, sale procedures and a
     hearing date of June 30 for the proposed sale of assets
     under Section 363 of the U.S. Bankruptcy Code

Importantly, the Court ordered all banks to honor employee
paychecks, including those dated prior to the company's June 1,
2009 court filing.

GM's president and CEO Fritz Henderson said, "Today's rulings
provide important assurance to customers and ensure that GM can
maintain normal operations as we work to create and launch the New
GM.  We will proceed with continued focus on meeting the needs of
our customers in everything we do."

GM earlier filed under chapter 11 to rapidly implement the sale of
substantially all of its assets to the New GM, which will be built
from GM's strongest operations and supported by a stronger balance
sheet and a competitive cost structure.  Because GM's sale of
assets to the New GM already has the support of the U.S. Treasury,
the UAW and a substantial portion of GM's unsecured bondholders,
GM expects the sale to be approved and consummated expeditiously.

           GM in Preliminary Talks to Sell Hummer Brand

General Motors Corp. said it has entered into a memorandum of
understanding with a buyer for HUMMER, its premium off-road brand.
This transaction is the result of GM's strategic review of the
HUMMER brand and the company's ongoing restructuring efforts.  The
sale is expected to close by the end of third quarter of this year
and is subject to customary closing conditions, including receipt
of applicable regulatory approvals.  The deal is expected to
secure more than 3,000 U.S. jobs in manufacturing, engineering and
at HUMMER dealerships around the country.  The transaction also
includes plans by the investor to aggressively fund future HUMMER
product programs.  Under terms of the MoU, the identity of the
purchaser and proposed financial terms of the agreement are not
being released at this time.

"HUMMER is a strong brand," said Troy Clarke, President of GM
North America.  "I'm confident that HUMMER will thrive globally
under its new ownership.  And for GM, this sale continues to
accelerate the reinvention of GM into a leaner, more focused, and
more cost-competitive automaker."

As part of the proposed transaction, HUMMER will continue to
contract vehicle manufacturing and business services from GM
during a defined transitional time period.  For example, under the
proposed agreement, GM's Shreveport Assembly plant would continue
to contract assemble the H3 and H3T through at least 2010.

"GM has developed HUMMER into a globally recognized off-road
brand," said James Taylor, HUMMER chief executive officer.  "The
proposed agreement will enable us to continue that growth and
maximize the brand's potential through new, innovative off-road
vehicles with improved efficiency and alternative fuel
powertrains.  Today's announcement is great news for HUMMER's
current and future customers, dealers, suppliers and employees
around the globe."

Other terms and conditions specific to the sale are not being
disclosed at this time.  Citi acted as financial advisor to
General Motors Corporation.

         U.S. Government's Statement on Bankruptcy Filing

The Government of the United States of America, on behalf of the
United States Department of Treasury, says, in statement filed
with the Bankruptcy Court, that it supports General Motors
Corporation's and certain of its affiliates' seeking of relief
under Chapter 11 protection.  The Government says it intends to
articulate for the Court and all parties in interest the
Government's role in GM's Cases as existing senior secured lender,
proposed debtor-in-possession lender, and as de facto sponsor of
the "363 Transaction" that the Debtors have determined to pursue
in these Cases; and to set out the statutory authority pursuant to
which Treasury has acted and intends to act.  Furthermore, the
Government stresses its commitment to working with GM to ensure
that GM can develop an effective long-term plan to restore the
company to its place at the forefront of American industry.  The
Government says it fully supports GM in its decision, and is
willing to provide the billions of dollars of funding necessary to
help GM create a new force in the automotive industry.

The U.S. Treasury and the presidential Task Force on the Auto
Industry has implemented various programs to support and stabilize
the domestic automotive industry.  Those programs have included,
among other things, providing credit support for receivables
issued by certain domestic automobile manufacturers, and support
for consumer warranties.  The Treasury has also provided direct
loans to automobile manufacturers.  Specifically, at GM's request
in late 2008 and following arm's length negotiations, the Treasury
determined to make available to almost $20 billion in emergency
secured financing to sustain the company's operations while it
developed a new business plan.

A full-text copy of the Government's Statement is available for
free at http://bankrupt.com/misc/gm_usachap11_stmnt.pdf

         GM'S Pension Plans Continued During Bankruptcy

The Pension Benefit Guaranty Corporation said although General
Motors Corp. has entered Chapter 11 bankruptcy protection, its two
defined benefit pension plans remain ongoing under GM'S
sponsorship, PBGC said in a statement.  Both plans, one for hourly
workers and one for salaried employees, continue to be insured by
the PBGC, which guarantees benefits up to limits set by law.
Stakeholders in the bankruptcy, including GM, the United Auto
Workers and the U.S. government, have stated their intent to
maintain the plans under the sponsorship of a new corporate entity
to be formed from the sale of GM's productive assets.  The PBGC
will work with all parties to achieve that outcome, which would be
in the best interests of GM's more than 670,000 pension plan
participants and the pension insurance program.

      GM Will Emerge Stronger, Says Society of Auto Analysts

General Motors will emerge a stronger, more competitive company
after bankruptcy, but it will take time and the supply base will
suffer along the way, and many may face bankruptcy themselves,
according to the Society of Automotive Analysts, a leading U.S.
organization providing insights and analysis of the global
automotive industry.

                       About General Motors

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

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

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

On April 27, General Motors presented the U.S. Department of
Treasury with an updated plan as required by the loan agreement
signed by GM and the U.S. Treasury on December 31, 2008.  The plan
addresses the key restructuring targets required by the loan
agreement, including a number of the critical elements of the plan
that was submitted to the U.S. government on December 2, 2008.
Among these are: U.S. market competitiveness; fuel economy and
emissions; competitive labor cost; and restructuring of the
company's unsecured debt.  It also includes a timeline for
repayment of the Federal loans, and an analysis of the Company's
positive net present value.  The plan details the future reduction
of GM's vehicle brands and nameplates in the U.S., further
consolidation in its workforce and dealer network, accelerated
capacity actions and enhanced manufacturing competitiveness, while
maintaining GM's strong commitment to high-quality, fuel-efficient
vehicles and advanced propulsion technologies.  A full-text copy
of GM's viability plan presented in February 2009 is available at
http://researcharchives.com/t/s?39a4

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsels.
Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.


GENERAL MOTORS: Court Permits Use of Cash Collateral
----------------------------------------------------
General Motors Corporation and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
Southern District of New York to use, on an interim basis, the
cash collateral in excess of $1.5 billion in cash and cash
equivalents, secured by the Amended and Restated Credit Agreement,
dated as of July 20, 2006, among General Motors Corp., General
Motors of Canada Limited, Saturn, LLC as a guarantor, Citicorp
USA, Inc., as administrative or revolver agent, JPMorgan Chase
Bank, N.A., as syndication agent, and a consortium of lenders.

The "Revolver Secured Parties" comprise the United States Secured
Parties, the Canadian Secured Parties, and the Hedging Secured
Parties, as defined in the Revolver Facility.

The Court authorized the Debtors to use the Cash Collateral in
accordance with an approved budget covering the period from the
Petition Date through and including the termination date, or the
earliest to occur of (i) 45 days after the Petition Date, or (ii)
upon five-day written notice to the Debtors after the occurrence
and continuance of certain events of default.  A full-text copy of
the Budget is available for free at:

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

Judge Gerber held that the use of Cash Collateral will be deemed
an extension of credit, pursuant to Section 364 of the Bankruptcy
Code, by the Revolver Secured Parties.  Any reversal, stay,
modification or vacatur of the Interim Cash Collateral Order will
not affect (i) the validity, priority or enforceability of any
Adequate Protection Obligations incurred prior to the actual
receipt of written notice of the Order Modification by the
Revolver Agent, or (ii) the validity, priority or enforceability
of the Revolver Adequate Protection Liens.

No expenses of administration of the Chapter 11 cases or any
future proceeding will be charged against or recovered from the
Collateral pursuant to Section 506(c) of the Bankruptcy Code,
without the prior written consent of the Revolver Agent and
Majority Lenders.  No consent will be implied from any other
action, inaction, or acquiescence by the Revolver Agent and
Majority Lenders.

In light of the diminution in the value of the Revolver Secured
Parties' interest, the Revolver Agent -- for its own benefit and
the benefit of the Revolver Secured Parties -- is entitled to
these forms of adequate protection:

  (1) A first lien on, and security interest in, all tangible
      and intangible (i) postpetition property of the Debtors,
      which would constitute prepetition collateral; and (ii)
      other property that is not subject to liens as of the
      Petition Date.  The Unencumbered Property will be junior
      to any lien granted to lenders of the debtor-in-possession
      facility, and pari passu with any adequate protection
      liens granted:

         * in favor of the term lenders under the Term Loan
           Collateral Agreement, dated as of November 29, 2006,
           among the General Motors, Saturn and JPMorgan Chase
           Bank, N.A., as administrative or term loan agent and
           certain lenders; or

         * to secure adequate protection obligations granted in
           favor of the secured parties under the Loan Agreement
           with the United States Department of the Treasury,
           which provided the Company with emergency financing
           of up to $13.4 billion pursuant to a secured term
           loan facility.

  (2) A junior lien on, and security interest in, all tangible
      and intangible pre- and postpetition property of the
      Debtors, which will be subject and junior to any lien
      granted to the DIP Lenders, and pari passu with any
      adequate protection liens granted in favor of the Term
      Lenders or the secured parties under the U.S. Treasury
      Loan Agreement.

  (3) The Revolver Adequate Protection Liens will not be:

      (i) subject or subordinate to (x) any lien or security
          interest that is avoided and preserved for the benefit
          of the Debtors under Section 551 of the Bankruptcy
          Code, or (y) any liens arising after the Petition
          Date; or

     (ii) subordinated to, or made pari passu with, any other
          lien or security interest granted under Sections 363
          or 364 of the Bankruptcy Code or otherwise.

The Carve Out will neither (i) be available to pay any
professional fees and expenses incurred in connection with the
initiation or prosecution of any claims, causes of action,
adversary proceedings or other litigation against the Revolver
Secured Parties, nor (ii) apply to any Collateral proceeds or
other amounts paid to the Revolver Agent.  All proceeds and other
amounts will be paid free and clear of the Carve-Out, the Court
ruled.

The Debtors will pay the Revolver Secured Parties:

  -- current interest on all outstanding adequate protection
     obligations calculated at the non-default rates;

  -- current payment of all Letter of Credit fees and all
     fronting fees, and all costs and expenses that may be
     payable to any Issuing Bank; and

  -- current non default interest, letter of credit and
     fronting fees and other fees, charges and expenses in
     respect of any outstanding Non-Loan Exposure and Hedging
     Obligations, including amounts which may have accrued prior
     to the Petition Date.

The Court authorized and directed the Debtors to pay or reimburse
all pre-or postpetition reasonable fees, costs and charges
incurred by the Revolver Agent, within 10 days of submission of
invoices.

The Court clarified that the Interim Cash Collateral Order will
deem the Revolver Agent and the Revolver Secured Parties in
control of the Debtors' operations as a "responsible person" or
"owner or operator" as the terms are defined under the United
States Comprehensive Environmental Response, Compensation and
Liability Act.

Judge Gerber will convene a hearing to consider final approval
of the request on June 25, 2009, at 9:45 a.m. (Eastern).
Objections are due June 15.

A full-text copy of the Interim Cash Collateral Order is available
for free at http://bankrupt.com/misc/gm_cashcollinterimorder.pdf

                       About General Motors

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

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

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

On April 27, General Motors presented the U.S. Department of
Treasury with an updated plan as required by the loan agreement
signed by GM and the U.S. Treasury on December 31, 2008.  The plan
addresses the key restructuring targets required by the loan
agreement, including a number of the critical elements of the plan
that was submitted to the U.S. government on December 2, 2008.
Among these are: U.S. market competitiveness; fuel economy and
emissions; competitive labor cost; and restructuring of the
company's unsecured debt.  It also includes a timeline for
repayment of the Federal loans, and an analysis of the Company's
positive net present value.  The plan details the future reduction
of GM's vehicle brands and nameplates in the U.S., further
consolidation in its workforce and dealer network, accelerated
capacity actions and enhanced manufacturing competitiveness, while
maintaining GM's strong commitment to high-quality, fuel-efficient
vehicles and advanced propulsion technologies.  A full-text copy
of GM's viability plan presented in February 2009 is available at
http://researcharchives.com/t/s?39a4

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsels.
Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.



GENERAL MOTORS: Gets Interim Access to $15 Billion of DIP Facility
------------------------------------------------------------------
General Motors Corporation and its debtor-affiliates lack
sufficient unencumbered funds to meet their operating needs, their
proposed counsel, Harvey Miller, Esq., at Weil, Gotshal & Manges,
LLP, in New York, states.  Indeed, he notes, without a
postpetition financing, the Debtors would be forced into immediate
liquidation that would substantially diminish the value of their
business and assets, cause the loss of hundreds of thousands of
jobs, and benefit no interested economic stakeholder.

The Debtors, according to William Repko, a senior managing
director of their financial advisor, Evercore Group, L.L.C., spent
substantial amount of time before the Petition Date seeking and
negotiating for the terms of a debtor-in-possession financing but
no financial institution was willing to extend a financing.
Accordingly, the Debtors determined that the requisite financing
is only available from the United States Department of the
Treasury.

The Debtors then entered into a Secured Superpriority DIP Credit
Agreement, with General Motors Corporation as borrower, and the
U.S. Treasury and Export Development Canada as lenders, which
facility provides the Debtors of up to $15 billion of interim DIP
financing commitment and up to $33.3 billion of final DIP
financing commitment.

A draft copy of the DIP Credit Agreement is available for free
at http://bankrupt.com/misc/gm_dipagreement.pdf

The DIP Facility proceeds will be used to finance working capital
needs, capital expenditures, the payment of warranty claims and
other general corporate purposes, subject to the maintenance of
certain financial covenants, including the payment of expenses
associated with the administration of the Debtors' cases.

                        DIP Financing Terms

The DIP Credit Agreement contemplates these salient terms:

     Borrower:            General Motors Corporation

     DIP Lenders:         U.S. Treasury and EDC

     Guarantors:          Certain domestic subsidiaries of GM

     Joint Liability:     The Guarantors guarantee the
                          obligations under the DIP Facility
                          on a joint and several basis.

     Borrowing Limits:    An Interim Commitment in an amount
                          equal to $15.0 billion and a total
                          Commitment in an amount up to
                          $33.3 billion.

     Interest Rate:       The non-default rate for Eurodollar
                          loans, is the sum of (a) the greater
                          of (i) the LIBOR rate for the period
                          of the applicable loan, adjusted for
                          certain reserve requirements, and (ii)
                          2.00%, plus (b) 3.00% and for ABR
                          loans is the sum of (a) the greater of
                          (i) the prime rate, (ii) the fed funds
                          rate plus 0.5%, and (iii) the three
                          month Eurodollar rate plus 1%, plus
                          (b) 2.00%.

                          The default interest rate, if
                          applicable, is the otherwise
                          applicable non-default rate plus
                          5.00%.  At the sole discretion of the
                          U.S. Treasury, the otherwise
                          applicable non-default rate may be
                          the rate of interest applicable to
                          ABR loans plus 2.00%.

     Initial Budget:      The Debtors and the DIP Lenders have
                          agreed upon the initial budget,
                          available for free at:
                          http://bankrupt.com/misc/gm_budget.pdf

                          On a weekly basis, the Debtors will
                          provide to the DIP Lenders a variance
                          report including explanations for all
                          material variances against the Initial
                          Budget and certified by an officer of
                          GM.

     Funding of
     Non-Debtor
     Affiliates:          The Debtors anticipate using proceeds
                          of the DIP Facility to fund certain
                          non-debtor affiliates.

     Maturity:            The DIP Facility will terminate on the
                          earliest to occur of (i) August 30,
                          2009, the Petition Date; (ii) 55 days
                          after the Petition Date if a Final DIP
                          Order substantially in the form of the
                          Interim DIP Order has not become final
                          and non-appealable; (iii) the
                          effective date of a plan of
                          reorganization or liquidation; (iv)
                          the acceleration of the DIP Facility
                          in accordance with its terms; and (v)
                          October 31, 2009.

     Wind-Down Loan:      GM will propose a wind down budget not
                          later than 10 days prior to closing
                          the 363 Transaction.  The Lenders
                          agree to provide a wind-down loan upon
                          agreement of the wind down budget,
                          expected to be approximately
                          $950 million, in an amount
                          satisfactory to a majority, by
                          aggregate exposure, of the lenders.

     Superpriority
     Claims:              The DIP Lenders are granted an allowed
                          super-priority administrative expense
                          claim, which (A) will have priority
                          over all other administrative expense
                          claims and unsecured claims, (B) will
                          at all times be senior to the rights
                          of each Debtor or its estate, to the
                          extent permitted by law; and (C) will
                          be subject and subordinate only to the
                          Carve-Out.

     DIP Liens:           First Priority Liens.  The DIP Lenders
                          are granted valid, perfected, first
                          priority security interests in and
                          liens on substantially all
                          unencumbered property and assets of
                          the Debtors and their estates, subject
                          only to Permitted Liens and the
                          Carve-Out.

                          Junior Liens.  The DIP Lenders are
                          granted valid, perfected junior
                          security interests in and liens on
                          certain property encumbered by non-
                          avoidable liens, whether perfected or
                          perfectable as of the Petition
                          Date, subject only to the Carve-Out.

     Carve-Out:           The "Carve-Out" includes an amount
                          sufficient to pay (a) allowed
                          professional fees and disbursements of
                          professionals retained by the Debtors
                          and any Committee and allowed expenses
                          of Committee members not to exceed
                          $20,000,000, plus all fees and
                          expenses that were accrued or incurred
                          prior to the occurrence of an Event of
                          Default, and (b) all fees required to
                          be paid to the Clerk of the Bankruptcy
                          Court and to the Office of the United
                          States Trustee Section 1930 of Title
                          28 of the Bankruptcy Code.

                          The Carve-Out will not include any
                          fees or disbursements related to the
                          investigation, commencement, or
                          prosecution of any claims against the
                          DIP Lenders or parties granted
                          adequate protection under the DIP
                          Order.

     Events of Default:   The Events of Default include:

                             * any failure to pay principal or
                               interest owing under the DIP
                               Facility when due, subject to a
                               two-business day grace period for
                               interest payments;

                             * any breach of certain covenants;

                             * any breach of non-payment
                               obligations or covenants not
                               covered by another Event of
                               Default clause, and that default
                               has not been remedied within the
                               applicable grace period provided
                               therein, or if no grace period,
                               within 10 business days;

                             * June 5, 2009, if no sale
                               procedures order in form and
                               substance acceptable to a
                               majority, by aggregate exposure,
                               of all lenders has been entered;

                             * July 10, 2009, if the sale order
                               has not been entered;

                             * the failure to meet any Case
                               Milestone;

                             * the appointment of a trustee,
                               dismissal of the cases, and
                               similar bankruptcy-related
                               provisions;

                             * an order granting relief from the
                               automatic stay to certain secured
                               parties;

                             * entry of any order modifying in
                               any material respect the DIP
                               Orders, or the failure of the
                               Debtors or certain non-debtor
                               affiliates to comply with the DIP
                               Orders;

                             * certain ERISA-related triggers;

                             * any Change of Control;

                             * selected insolvency triggers in
                               respect of certain of the
                               Debtors' affiliates; and

                             * confirmation of any plan that
                               does not provide for termination
                               and payment in full of the DIP
                               Facility, or any dismissal of the
                               Cases that does not provide for
                               the same, or any attempt to
                               support or failure to contest a
                               plan or dismissal by the Debtors.

     Case Milestones:     The "Case Milestones" include:

                             * June 3, 2009: deadline to file
                                motion to approve 363
                                Transaction;

                             * June 5, 2009: deadline for
                               commencing hearing on motion to
                               approve bidding procedures;

                             * July 10, 2009: deadline for entry
                               of Sale Order;

                             * an agreed upon date after
                               August 15, 2009, but not to later
                               than September 15, 2009: deadline
                               for closing of 363 Transaction.

The Debtors, in support of their DIP Motion, submitted the
declaration of William C. Repko, a senior managing director with
the Debtors' financial advisor, Evercore Group, L.L.C.  A full-
text copy of the Repko Declaration is available for free
at http://bankrupt.com/misc/gm_repkodecl.pdf

The Debtors sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York, on an
interim basis, to obtain $15 billion from the DIP Facility.

           Payment of Prepetition Secured Parties

The Debtors also seek the Court's authority to repay $4.48 billion
prepetition revolving credit facility and the $1.5 billion
prepetition term loan facility upon entry of the Final DIP Order.

Both the Revolver Facility and the Term Loan are fully secured,
Mr. Miller notes.  The Debtors have negotiated a proposed short
term adequate protection order with respect to each of the
facilities, which contemplate that the indebtedness under each
facility will be paid in full upon final approval of the DIP
Facility.  Mr. Miller says payment of the Revolver Facility and
the Term Loan will consolidate these obligations under one
facility for ease of administration.

Because the secured parties under both the Revolver Facility and
the Term Loan are oversecured, the payment in full of all
obligations thereunder will not prejudice any other parties-in-
interest in the Debtors' bankruptcy cases, Mr. Miller tells the
Court.  Moreover, if it is later determined that there is some
infirmity in the claims, the Court can fashion an appropriate
remedy, he asserts.

The U.S. Treasury, Mr. Miller adds, has agreed to provide
sufficient postpetition financing to repay both the Revolver
Facility and the Term Loan in full, provided that no default
interest is charged.

                         *     *     *

Judge Gerber will convene a hearing on June 25, 2009 at 9:45 a.m.,
Eastern Time, to consider final approval of the DIP Motion.
Objections are due no later than June 15.

                       About General Motors

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

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

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

On April 27, General Motors presented the U.S. Department of
Treasury with an updated plan as required by the loan agreement
signed by GM and the U.S. Treasury on December 31, 2008.  The plan
addresses the key restructuring targets required by the loan
agreement, including a number of the critical elements of the plan
that was submitted to the U.S. government on December 2, 2008.
Among these are: U.S. market competitiveness; fuel economy and
emissions; competitive labor cost; and restructuring of the
company's unsecured debt.  It also includes a timeline for
repayment of the Federal loans, and an analysis of the Company's
positive net present value.  The plan details the future reduction
of GM's vehicle brands and nameplates in the U.S., further
consolidation in its workforce and dealer network, accelerated
capacity actions and enhanced manufacturing competitiveness, while
maintaining GM's strong commitment to high-quality, fuel-efficient
vehicles and advanced propulsion technologies.  A full-text copy
of GM's viability plan presented in February 2009 is available at
http://researcharchives.com/t/s?39a4

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsels.
Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.


GENERAL MOTORS: Court Allows Asset Sale to Treasury-Backed Firm
---------------------------------------------------------------
U.S. President Barack Obama has described the domestic automotive
industry as a basic component of the national industrial complex
and economy.  The automotive industry employs one in ten domestic
workers and directly provides and supports more than 4.7 million
jobs in the United States.  The industry is one of the largest
purchasers of domestically manufactured steel, aluminum, iron,
copper, plastics, rubber, and electronic and computer chips.
Almost 4% of the U.S. gross domestic product, and almost 10% of
U.S. industrial production by value, is related to the automotive
industry.

Currently, General Motors Corporation is one of the largest
private providers of healthcare in the United States.  The
survival and future success of the Company, according to its chief
executive officer and president, Frederick Henderson, is,
therefore, essential not only for the immediate stakeholders and
constituents of GM, but also for the wellbeing of the economy and
the public interest.  Indeed, Mr. Henderson notes, the U.S.
Government views GM's survival as necessary to avoid a far broader
systemic failure that would severely disadvantage the nation and
the millions of people who are employed in or dependent on the
automotive sector.

As GM's largest secured creditor, the U.S. Government has
dedicated substantial time and effort negotiating with the Company
to preserve the going concern value of the GM enterprise.  The
Government then proposed to acquire substantially all of GM's
assets through a U.S. Treasury-sponsored entity, Vehicle
Acquisition Holdings, LLC, pursuant to Section 363 of the
Bankruptcy Code.

New GM, to be established under the Sec. 363 Transaction,
according to Mr. Henderson, will be a new, reshaped business that
is not entangled by financial and operating distress or bankruptcy
and that:

  (a) will be competitive and profitable both in the United
      States and abroad;

  (b) will demonstrate to consumers the existence of a viable
      business that manufactures competitive and attractive
      products;

  (c) satisfies the goals of the U.S. Government; and

  (d) has the full backing of the U.S. Treasury, the Government
      of Canada and the Government of Ontario, through Export
      Development Canada, Canada's export trading agency, and
      the International Union, United Automobile, Aerospace and
      Agricultural Implement Workers of America.

New GM will revolve around the Debtors' Cadillac, Chevrolet, Buick
and GMC brands.

The 363 Transaction need to be expeditiously approved, the
Debtors' proposed bankruptcy counsel, Harvey Miller, Esq., at
Weil, Gotshal & Manges, LLP, in New York, tells Judge Robert
Gerber of the U.S. Bankruptcy Court for the Southern District of
New York.  The Government's offer to purchase GM is conditioned in
the Debtors obtained Court approval of the sale no later than July
10, 2009.

"There are no realistic alternatives available," Mr. Miller
states.  "Other than the U.S. Treasury and EDC, there are no
lenders willing and able to finance the Company's operations."

                       Purchase Agreement

The Debtors ask the Court to approve a Master Sale and Purchase
Agreement they entered into with Vehicle Acquisition.

The 363 Transaction, as embodied in the MPA, contemplates that
substantially all of the Sellers' assets, including substantially
all of the equity interests of their directly-held subsidiaries
and joint ventures will be sold and transferred to the Purchaser,
and that certain liabilities of the Sellers will be assumed by the
Purchaser.  Any assets excluded from the sale will be administered
in the Chapter 11 cases, and sufficient cash is to be made
available to GM to fund the wind-down or other disposition of the
Sellers' assets.

Pursuant to a Transition Services Agreement to be entered into at
or prior to the Closing, from and after the Closing, the Purchaser
or one or more of its subsidiaries will provide the Sellers and
each of their subsidiaries with certain transition services and
support functions, as reasonably required by the Sellers to (i)
wind down and liquidate under the Bankruptcy Code and (ii) operate
in Chapter 11 prior to liquidation.

The purchase price for the Purchased Assets is equal to the sum
of:

  * a Section 363(k) credit bid in an amount equal to (i) the
    amount of Indebtedness of Parent and its Subsidiaries owed
    to the Purchaser as of the Closing pursuant to the U.S.
    Treasury Credit Facilities and the DIP Facility, less (ii)
    approximately $7.7 billion of indebtedness under the DIP
    Facility;

  * the U.S. Treasury Warrant;

  * the issuance by the Purchaser to GM of 10% of the Common
    Stock of the Purchaser as of the Closing;

  * Warrants to purchase up to 15% of the shares of common stock
    of the Purchaser, with the initial exercise prices for equal
    amounts of the warrants based on $15 billion and $30 billion
    equity values of the Purchaser.  The warrants will be
    exercisable through the seventh and tenth anniversaries of
    issuance, and GM can elect partial and cashless exercises;
    and

  * the assumption by the Purchaser of the Assumed Liabilities.

In addition, in the event the Bankruptcy Court determines that the
estimated amount of allowed prepetition general unsecured claims
against the Debtors exceeds $35 billion, then the Purchaser will
issue an additional 2% of the outstanding common stock of the
Purchaser as of the Closing.

The MPA requires the Sellers to enter into Participation
Agreements that would modify their Continuing Brand Dealer
Agreements with certain dealers associated with Continuing Brands.
Each Continuing Brand Dealer Agreement, as modified by the
Participation Agreement, would constitute an Assumable Executory
Contract under the MPA.  All dealers associated with Continuing
Brands who are not offered the opportunity, or who are extended an
opportunity but decline, to enter into a Participation Agreement,
will be given the opportunity to enter into short-term deferred
voluntary termination agreements.

The MPA also requires the Sellers to enter into Deferred
Termination Agreements with (i) all dealers associated with
Continuing Brands who were not offered the opportunity to enter
into a Participation Agreement and (ii) all dealers associated
with Discontinued Brands.  Each Deferred Termination Agreement
will be an Assumable Executory Contract under the MPA.  In the
absence of a Deferred Termination Agreement with the applicable
counterparty, the dealer agreements will constitute Rejectable
Executory Contracts under the MPA.

After the Closing, the Purchaser would have responsibility for the
administration, management, and payment of all liabilities arising
under express written emission and limited warranties delivered in
connection with the sale of new vehicles or parts manufactured or
sold by the Sellers at or prior to the Closing or the Purchaser
after the Closing.

Substantially all the executory contracts associated with direct
suppliers are likely to be assumed by the Sellers and assigned to
the Purchaser at or following the Closing, Mr. Miller says.

Any payments that are made to the Debtors' creditors in connection
with the 363 Transaction, other than payments of Cure Amounts in
connection with the assumption and assignment of Assumable
Executory Contracts, will be voluntarily made by New GM.

Effective as of the Closing Date, the Purchaser will make an offer
of employment to all of the Sellers' non-unionized employees and
unionized employees represented by the UAW.

The U.S. Treasury and EDC will provide a debtor in possession
credit facility to the Sellers to fund operations pending the sale
of the Purchased Assets.  Notably, EDC has agreed to participate
in the DIP financing to assure the long-term viability of GM's
North American enterprise.

A full-text copy of the Purchase Agreement is available for free
at http://bankrupt.com/misc/gm_mspa.pdf

               UAW Retiree Settlement Agreement

As part of the 363 Transaction, the Purchaser and the UAW reached
a resolution addressing the ongoing provision of certain employee
and retiree benefits.  Under the UAW Retiree Settlement Agreement,
the Purchaser has agreed to provide, among other things:

  -- shares of common stock of the Purchaser representing 17.5%
     of the Purchaser's total outstanding common stock;

  -- a note of the Purchaser in the principal amount of
     $2.5 billion;

  -- shares of cumulative perpetual preferred stock of the
     Purchaser in the amount of $6.5 billion;

  -- warrants to acquire 2.5% of the Purchaser's equity; and

  -- the assets held in a voluntary employees' beneficiary
     association trust sponsored by the Sellers and to be
     transferred to the Purchaser as part of the 363
     Transaction, in each case to a new voluntary employees'
     beneficiary association sponsored by an employees
     beneficiary association, which will have the obligation to
     fund certain retiree benefits for the Debtors' retirees and
     surviving spouses represented by the UAW.

In connection with the Agreement, the UAW has agreed to be the
authorized representative for UAW-Represented Retirees for
purposes of Section 1114 and will enter into the UAW Retiree
Settlement Agreement effective upon the Closing of the 363
Transaction.  The class representatives, on behalf of the class
members, by and through class counsel in certain class actions
previously filed against GM on behalf of UAW-Represented Retirees
regarding health care benefits have acknowledged and confirmed the
UAW Retiree Settlement Agreement.

As part of the 363 Transaction, the Purchaser also will assume
modified and duly ratified collective bargaining agreements
entered into by and between the Debtors and the UAW.

                      UAW Claims Agreement

GM, the UAW, and the Class Representatives have also entered into
an agreement, dated May 29, 2009, pursuant to which the UAW and
the Class Representatives have agreed, subject to the consummation
of the 363 Transaction and the UAW Retiree Settlement Agreement
becoming effective after approval by the Court, to take further
actions to release claims against GM and its subsidiaries, and
their employees, officers, directors, and agents, relating to
retiree medical benefits pursuant to the Settlement Agreement,
dated February 21, 2008, between the Company and the UAW, the
Memorandum of Understanding Post-Retirement Medical Care, dated
September 26, 2007, between the
Company and the UAW, and the Agreement between the UAW and General
Motors Corporation, dated September 26, 2007.

The claims, however, may be reinstated if the rights or benefits
of the UAW-Represented Retirees under the UAW Retiree Settlement
Agreement are adversely impacted by reason of any reversal or
modification of the Court's approval of the 363 Transaction or the
UAW Retiree Settlement Agreement.

The Debtors ask the Court to approve the UAW Retiree Settlement
Agreement.  The Debtors also seek authority to assume the UAW
Claims Agreement, in each case as an agreement with the UAW, as
the authorized representative of the UAW-Represented Retirees.

The Debtors also ask the Court to approve the UAW Special Retiree
Notice for individual retirees covered by the UAW Retiree
Settlement Agreement and, with respect to those retirees, seek
approval of the UAW Retiree Settlement Agreement to afford them an
opportunity to be heard.

A full-text copy of the Retiree Notice is available for free
at http://bankrupt.com/misc/gm_uawretireeletter.pdf

         Extraordinary Guidelines under 363 Transaction

The MPA, Mr. Miller points out, contains provisions that may be
considered "Extraordinary Provisions" under the Guidelines for the
Conduct of Asset Sales established by the Bankruptcy Court on
September 5, 2006 pursuant to General Order M-331:

  (a) The timeline proposed for the Sale Procedures Hearing and
      the Sale Hearing may limit the notice period that may
      otherwise be afforded parties-in-interest under the
      Bankruptcy Code, the Bankruptcy Rules, and the Local
      Bankruptcy Rules for the Southern District of New York.

  (b) The Purchaser has not furnished the Sellers with a good
      faith deposit in connection with the MPA.  Inasmuch as the
      Purchaser is sponsored by the U.S. Treasury, which is also
      the Debtors' largest secured creditor and the lender under
      the DIP financing, and given the extensive prepetition
      negotiations and the substantial investment of time and
      resources by the U.S. Treasury, there is no need for a
      good faith deposit.

  (c) All documents used in connection with the ownership or
      operation of the Purchased Assets or Assumed Liabilities,
      except for those relating exclusively to the Excluded
      Assets or Retained Liabilities, constitute Purchased
      Assets that are required to be delivered to the Purchaser
      at or prior to the Closing.  Parties, however, are
      required to preserve all books and records that they own
      immediately after the Closing relating to the Purchased
      Assets, the Assumed Liabilities, and the Sellers'
      operation of the business relating thereto prior to the
      Closing for a period of six years following the Closing
      Date.  During that period, the Sellers will have
      reasonable access to examine and copy those books and
      records, thereby enabling them to administer the Chapter
      11 cases in an orderly and efficient manner.

  (d) The MPA contemplates the sale to the Purchaser of
      potential avoidance Claims relating to or in connection
      with any payments by or to, or other transfers or
      assignments by or to, any Purchased Subsidiary.

  (e) The MPA and the Sale Order contemplate entry of certain
      findings by the Court as to successor liability.  The MPA
      contemplates the transfer of the Purchased Assets free and
      clear of all liens, claims, encumbrances, and interests.

  (f) The Debtors seek relief from the 10-day stay imposed by
      Rule 6004(h) of the Federal Rules of the Bankruptcy
      Procedure.  Given the likelihood that the Debtors' assets
      will rapidly diminish in value if the 363 Transaction is
      not immediately approved and promptly consummated,
      legitimate reasons exist to warrant this Court's approval
      of an order waiving the requirements of Bankruptcy Rule
      6004(h).

                    Proposed Sale Procedures

The sale of the Purchased Assets pursuant to the MPA is subject to
higher or better offers.  To govern the sale process, the Debtors
ask the Court to approve uniform bidding procedures:

  (a) To participate in the sale process, a Potential Bidder
      must first deliver to the Debtors, among others, an
      executed confidentiality agreement that is reasonably
      satisfactory to the Debtors; and the most current audited
      and latest unaudited financial statements of the Potential
      Bidder, on or before June 22, 2009, at 5:00 p.m. (Eastern
      Time).

  (b) A Qualified Bidder will be afforded reasonable due
      diligence, including the ability to access information
      from a confidential electronic data room concerning the
      Purchased Assets.  The Debtors and their advisors will
      also be entitled to due diligence from a Qualified Bidder,
      upon execution of a confidentiality agreement that is
      reasonably satisfactory to the Debtors.

  (c) The bid must be a written irrevocable offer from a
      Qualified Bidder stating, among others, that the Qualified
      Bidder offers to consummate the sale of the Purchased
      Assets pursuant to the Marked Agreement and be accompanied
      with a certified or bank check, or wire transfer, in the
      amount of $500 million to be held in escrow as a good
      faith deposit.

  (d) If the Sellers receive any Qualified Bids, the Sellers
      will have the right to select, and seek final approval of
      the Bankruptcy Court for, the highest or otherwise best
      Qualified Bid.

  (e) If, however, no Qualified Bid other than the Purchaser's
      is received by the Bid Deadline, the Debtors will seek
      approval of and authority to consummate the 363
      Transaction contemplated by the MPA.

The Sellers are required to reimburse the Purchaser for the
Purchaser's reasonable out-of-pocket costs and expenses in
connection with the 363 Transaction in the event that the MPA is
terminated because the Court approves an Alternative Transaction,
among other reasons.

         Assumption & Assignment of Contracts & Leases

The MPA establishes procedures for assuming and assigning
executory contracts or Leases to the Purchaser.  The Sellers will
maintain a schedule of Executory Contracts and Leases that the
Purchaser has designated as Assumable Executory Contracts.  In
addition to the Schedule, the Sellers will maintain a Web site
that the non-debtor counterparty can access to find current
information about the status of its contract or lease.

Parties may file an objection to the proposed assumption and
assignment 10 days after receipt of the Assumption and Assignment
Notice.  The Purchaser and the Objecting Party may resolve the
objection.  If the objection is not resolved, the Debtors will
raise the matter to the Court.

                          *     *     *

Judge Gerber has authorized the Debtors to sell its best assets
during the June 1, 2009 hearing, Bloomberg News related.  The
signed Court order setting forth the approval is not yet available
in the Court dockets.

                       About General Motors

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

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

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

On April 27, General Motors presented the U.S. Department of
Treasury with an updated plan as required by the loan agreement
signed by GM and the U.S. Treasury on December 31, 2008.  The plan
addresses the key restructuring targets required by the loan
agreement, including a number of the critical elements of the plan
that was submitted to the U.S. government on December 2, 2008.
Among these are: U.S. market competitiveness; fuel economy and
emissions; competitive labor cost; and restructuring of the
company's unsecured debt.  It also includes a timeline for
repayment of the Federal loans, and an analysis of the Company's
positive net present value.  The plan details the future reduction
of GM's vehicle brands and nameplates in the U.S., further
consolidation in its workforce and dealer network, accelerated
capacity actions and enhanced manufacturing competitiveness, while
maintaining GM's strong commitment to high-quality, fuel-efficient
vehicles and advanced propulsion technologies.  A full-text copy
of GM's viability plan presented in February 2009 is available at
http://researcharchives.com/t/s?39a4

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsels.
Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.


GENERAL MOTORS: Seeks to Enforce Automatic Stay on Creditors
------------------------------------------------------------
General Motors Corporation, Chevrolet-Saturn of Harlem, Inc.,
Saturn, LLC, and Saturn Distribution Corporation, operate a
global business and maintain extensive dealings with various
parties-in-interest which operate outside of the United States.
Specifically, the Debtors conduct business in virtually every
major country in the world and divide their operations into four
regions consisting of North America, Europe, Asia Pacific, and
Latin America/Africa/Mid-East.  Consequently, numerous foreign
customers, suppliers, creditors, and other stakeholders may not
be familiar with bankruptcy laws governing the United States.

To ensure that the protections contained in the Bankruptcy Code
are enforced across the Debtors' assets and operations worldwide,
the Debtors ask Judge Robert Gerber of the U.S. Bankruptcy Court
for the Southern District of New York for a ruling that:

  (1) enforces the automatic stay imposed by Section 362 of the
      Bankruptcy Code;

  (2) prohibits the modification or termination of any executory
      contract or unexpired lease pursuant to Section 365(e)(1) of
      the Bankruptcy Code;
      and

  (3) affirms the protections against discriminatory treatment
      contained in Section 525 of the Bankruptcy Code.

The Debtors' proposed counsel, Harvey R. Miller, Esq., at Weil
Gotshal & Manges LLP, in New York, specifies that the Automatic
Stay enjoins all entities from, among other things, (i)
commencing or continuing any prepetition action or proceeding
against any of the Debtors, (ii) recovering prepetition claims
against the Debtors, (iii) enforcing a judgment against the
Debtors or their property which was obtained before the Petition
Date, or (iv) taking any action to collect, assess, or recover
prepetition claim.

Section 365 prohibits any party to an executory contract or
unexpired lease with the Debtors from, among other things,
modifying or terminating the contract or lease at any time after
the Petition Date, solely because of a provision that is
conditioned on:

  (a) the insolvency or financial condition of the Debtors at
      any time before the closing of the Chapter 11 cases;

  (b) the commencement of the Chapter 11 cases; or

  (c) the appointment of a trustee in the Debtors' cases.

On the other hand, Section 525 prohibits a governmental unit from
denying, revoking, suspending, or refusing to renew a license,
permit, charter, franchise, or other similar grant to, or
discriminate with respect to the grant against the Debtors.
Section 525 insures that governmental units worldwide will not
hamper the Debtors' operations.

By articulating and confirming Sections 362, 365, and 525 of the
Bankruptcy Code, the Debtors will maximize the protections
afforded by the Provisions, particularly because the automatic
and self-executing nature of the Protections may not be
recognized by foreign creditors or tribunals unless embodied by
an order of the Bankruptcy Court, Mr. Miller explains.

Accordingly, Mr. Miller says, the Provisions will alleviate any
confusion regarding the effect of the Chapter 11 cases on the
Debtors and their foreign affiliates.

                       About General Motors

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

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

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

On April 27, General Motors presented the U.S. Department of
Treasury with an updated plan as required by the loan agreement
signed by GM and the U.S. Treasury on December 31, 2008.  The plan
addresses the key restructuring targets required by the loan
agreement, including a number of the critical elements of the plan
that was submitted to the U.S. government on December 2, 2008.
Among these are: U.S. market competitiveness; fuel economy and
emissions; competitive labor cost; and restructuring of the
company's unsecured debt.  It also includes a timeline for
repayment of the Federal loans, and an analysis of the Company's
positive net present value.  The plan details the future reduction
of GM's vehicle brands and nameplates in the U.S., further
consolidation in its workforce and dealer network, accelerated
capacity actions and enhanced manufacturing competitiveness, while
maintaining GM's strong commitment to high-quality, fuel-efficient
vehicles and advanced propulsion technologies.  A full-text copy
of GM's viability plan presented in February 2009 is available at
http://researcharchives.com/t/s?39a4

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsels.
Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.


GENMAR HOLDINGS: Case Summary & 22 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Carver Italia, LLC
        790 Markham Drive
        Pulaski, WI 54162

Bankruptcy Case No.: 09-33773

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Carver Yachts International, LLC                   09-33774
Genmar Minnesota, Inc.                             09-33775
Genmar Holdings, Inc.                              09-43537
Carver Industries, LLC                             09-43538
Genmar Florida, Inc.                               09-43539
Genmar Industries, Inc.                            09-43540
Genmar IP, LLC                                     09-43541
Genmar Manufacturing of Kansas, Inc.               09-43542
Genmar Michigan, LLC                               09-43543
Genmar Tennessee, Inc.                             09-43544
Genmar Transportation, Inc.                        09-43545
Genmar Yacht Group, LLC                            09-43546
Marine Media, LLC                                  09-43547
Minstar, LLC                                       09-43548
Triumph Boats Inc.                                 09-43550
Triumph Boat Rentals, LLC                          09-43551
VEC Leasing Services, LLC                          09-43552
VEC Management Co., LLC                            09-43553
Windsor Craft Yachts, LLC                          09-43555
Wood Manufacturing Company, Inc.                   09-43556

Type of Business: The Debtors make recreational boats.
                  See http://www.genmar.com/

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: James L. Baillie, Esq.
                  Ryan Murphy, Esq.
                  Fredrikson & Byron, PA
                  200 South Sixth Street
                  Minneapolis, MN 55402-1425
                  Tel: (612) 492-7310
                  Email: rmurphy@fredlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million

Carver Italia's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Marsh S.P.A. (ITALY)           Goods/Services        $215,763
Palazzo Carducci Via Olono 2
20123 Milano, Italy

Fosbury ADV SRL                Goods/Services        $155,842
V Morimondo 26, Ed 1 Loft 11A
20143 Milano, Italy

Genmar Holdings' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Maslon Edelman Borman Brand    Goods/Services        $186,690
90 South Seventh Street
Minneapolis, MN 55402

Merchant & Gould               Goods/Services        $155,842
80 South Eighth Street
3200 IDS Center
Minneapolis, MN 55402

Varnum Riddering Schmidt Howle Goods/Services        $154,182
333 Bridge St NW 1300
Grand Rapids, MI 49504

Winthrop & Weinstine, PA       Goods/Services        $106,745

Inland American Office         Goods/Services         $99,464
Management, LLC

Northmarq Corporate Solutions  Goods/Services         $91,400

Deloitte Tax LLP               Goods/Services         $74,170

Weil Gotshal & Manges LLP      Goods/Services         $69,430

PricewaterhouseCoopers LLP     Goods/Services         $63,592

Briggs & Morgan                Goods/Services         $49,720

Peters & May USA Inc.          Goods/Services         $43,363

McCarter & English, LLP        Goods/Services         $33,076

Lathrop & Gage, LC             Goods/Services         $24,792

Bowman & Brooke LLP            Goods/Services         $23,480

Statistical Surveys Inc.       Goods/Services         $22,875

Hill Betts & Nash LLP          Goods/Services         $21,599

Google, Inc.                   Goods/Services         $19,257

Godfrey & Kahn S.C.            Goods/Services         $19,063

Ultimate Software Group, Inc.  Goods/Services         $18,110

Tranzact Technologies Inc.     Goods/Services         $17,726

The petition was signed by Roger R. Cloutier, II, president & COO
of the company.


GENTA INCORPORATED: Sets Special Meeting of Creditors for June 26
-----------------------------------------------------------------
Genta Incorporated scheduled a special meeting for stockholders of
record as of May 27, 2009.  The meeting will be held on June 26,
2009, at 2:30 PM ET at Connell Corporation Park, 300 Connell
Drive, Building 300, Day's Cafe 2nd Floor, Berkeley Heights, New
Jersey 07922.

The purpose of the meeting will be to authorize the Genta board of
directors to potentially implement a reverse stock split of the
Company?s common stock in any ratio up to 1:100.

Genta's board of directors recommends approval of this resolution.
The Company related that if its stockholders do not adopt the
reverse stock split resolution, it will constitute an event of
default under the provisions of the convertible debt financing
announced on April 2, 2009, which the board believes will
potentially result in serious and negative consequences for
stockholders.

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.

As reported in the Troubled Company Reporter on May 14, 2009,
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.


GEORGE R. DAKKAK: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: George R. Dakkak
               Mary G. Dakkak
               3810 Torrey Pines Way
               Sarasota, FL 34238

Bankruptcy Case No.: 09-11110

Chapter 11 Petition Date: May 28, 2009

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

Debtors' Counsel: R. John Cole, II, Esq.
                  46 N Washington Blvd, Suite 24
                  Sarasota, FL 34236
                  Tel: (941) 365-4055
                  Fax: (941) 365-4219
                  Email: rjc@rjcolelaw.com

Total Assets: $1,155,803

Total Debts: $2,390,486

A full-text copy of the Debtors? petition, including a list of
their 16 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/flmb09-11110.pdf

The petition was signed by the Joint Debtors.


GMAC LLC: Chapter 11 Filing Won't Affect Moody's Ratings
--------------------------------------------------------
General Motors Corporation announced that it has filed a petition
under Chapter 11 of the U.S. Bankruptcy Code.  A high likelihood
of a GM bankruptcy was already reflected in Moody's ratings of GM
vehicle-related Asset-Backed Securities; as a result, Moody's is
not taking further rating actions at this time.  The bankruptcy of
GM does not affect the residential mortgage-backed
securitizations, including servicer-advance related deals,
sponsored by Residential Funding Company, LLC and GMAC Mortgage,
LLC, each subsidiaries of Residential Capital, LLC, which in-turn
is owned by GMAC LLC.

Moody's notes that GMAC and its subsidiaries were not part of the
bankruptcy filing, and Moody's do not expect any disruption to ABS
and RMBS servicing as a consequence of GM's bankruptcy.  Capmark,
an entity owned by an investment consortium which includes GMAC
with a minority share, is a master and special servicer for
several pools of commercial mortgage loans.  The GM filing will
not impact the CMBS deals where Capmark is a master or special
servicer.

This provides a commentary on the ABS asset classes affected by
GM's bankruptcy in the U.S., Canada, and Latin America.  None of
the vehicle-related ABS transactions that were publicly rated by
Moody's in Europe and Asia are directly exposed to the bankruptcy
of the manufacturer.  Related securities are listed below.

                      Auto loans and leases

Moody's has taken several actions on auto loan and lease
securitizations sponsored by GMAC since November 2008. Among other
businesses, GMAC historically provided wholesale, retail, and
lease financing to GM's dealers.  Since Chrysler LLC's bankruptcy
filing, GMAC has been providing the same service to Chrysler's
dealers as well.  The actions on these GMAC securitizations were
driven by the performance of the underlying pools, as well as by
the heightened risk of a bankruptcy of the manufacturer and the
impact that a bankruptcy would likely have on used vehicle prices.
The most recent rating actions have taken into consideration a
high likelihood of a Chapter 11 bankruptcy filing by GM.
Therefore, no further rating actions are being taken on these
transactions.  The ratings may come under pressure if the decline
in vehicle prices throughout the duration of the bankruptcy is
greater than Moody's expectation or if the reorganization is
unsuccessful and is followed by liquidation.  Moody's analysis
incorporates the assumption that a GM Chapter 7 filing is an
extremely unlikely event.

Moody's believes that new and used vehicle prices are likely to
decline as a consequence of GM's bankruptcy.  The manufacturer may
be motivated to heavily discount new vehicles to encourage sales;
the discounted new vehicles would negatively impact used car
resale values.

The risk that collateral value, as reflected by used vehicle
prices, will decline is a key driver that will magnify losses in
both retail auto loan and lease ABS to varying degrees.  In auto
loan ABS, typically a limited percentage of the collateral pool is
subject to repossession and resale and therefore exposed to market
value risk, since only a fraction of the loan pool will default.
However, with respect to auto lease ABS, 80% to 90% of the
manufacturer's leased vehicles are turned in at lease termination.
Turn-in rates are also likely to increase further when car prices
decline, as the lessee's purchase option becomes more expensive
than prevailing market prices.

In response to the heightened risk of a manufacturer bankruptcy,
as well as the higher than expected residual value losses
experienced to date, GMAC's auto lease securitizations, including
14 classes of notes in nine outstanding transactions, were
downgraded on November 25, 2008, and on January 28, 2009.  Most
ratings migrated from an original rating of Aaa to Aa3 in November
2008, and to Baa1 in January 2009.

The actions on the ratings of auto loan transactions have been
less severe than those on the lease deals.  Auto loan ABS account
for the majority of Moody's-rated outstanding securitizations
sponsored by GMAC.  Out of 57 outstanding tranches issued in 19
U.S. and Canadian term retail auto loan transactions rated from
2005 through 2008, Moody's have downgraded the ratings of 18
subordinate tranches in eight transactions issued in 2007 and
2008.  Most actions affected tranches with an original rating
below A1, which were downgraded on average by three notches.  The
rating review that concluded on May 22, 2009, with the downgrade
actions was driven by the combination of the higher than expected
borrower default rate and lower than expected recoveries compared
to historical levels.  The weaker than expected performance of
recent GMAC transactions has occurred amid a challenging economic
environment that has put pressure on prime auto loan performance
across the industry as a whole.

As was the case with Chrysler, Moody's expect that the Obama
administration will take steps to contain the disruption that
might be caused by the bankruptcy of GM, including providing
government-funded debtor in possession financing during the
bankruptcy process.  These government actions may contain the
extent of future vehicle price declines to some degree.  In
addition, Moody's expect that GMAC will continue servicing its
existing loan and lease portfolio throughout the bankruptcy
process to preserve the value of its residual interest in the
transactions.  As a consequence, servicing disruption is likely to
be immaterial for both loan and lease ABS transactions at this
stage.  Avoiding servicer disruption is central to lease ABS
performance as a higher percentage of vehicles needs to be
auctioned.

Floorplans

Moody's took rating actions on floorplan transactions sponsored by
GMAC in the US and in Mexico between November 2008 through May
2009, and notes in all transactions remain under review for
further possible downgrade.

Subordinated notes of Superior Wholesale Inventory Financing Trust
2007-AE-1 and SWIFT Master Auto Receivables Trust Series 2007-1
and 2007-2 were downgraded to A3, Ba1 and Ba3 for Classes B, C and
D, respectively, in May.  The Class A notes for these transactions
were downgraded to Aa2 in January.  Moody's rates two additional
GMAC floorplan transactions in the US, Superior Wholesale
Inventory Financing Trust X and Superior Wholesale Inventory
Financing Trust XI.  Class A ratings for these transactions were
downgraded to A3 in January while Class B and Class C ratings were
downgraded to B2 and B3, respectively, in November.  The extent of
the actions was generally driven by differences in the level of
credit enhancement available to each class of notes.

In Mexico, the Baa1 rating (Global Scale, Local Currency) and the
Aaa.mx rating (Mexican National Scale) of the Class A certificates
FAMACB 08 of GMAC Mexicana were placed under review for possible
downgrade in November 2008.

These rating actions took into consideration a high likelihood of
a Chapter 11 bankruptcy filing by GM.  Therefore, no further
rating actions are being taken on those transactions.

Ratings for the floorplan notes remain on review for further
possible downgrade due to the significant uncertainty surrounding
the floorplan transactions in the near term.  The GM bankruptcy
filing could lead to high dealer default rates, depressed
collateral recovery values, and could severely constrain the
servicer's ability to monitor dealers and secure collateral if
numerous dealers default in a short period of time.  Moody's will
continue to monitor developments and will further assess the
potential impact on GMAC's outstanding floorplan transactions as
necessary.  The uncertainty related to potential developments
underlies the continued review process for the transactions.

                           Rental Cars

Rental car ABS have varying amounts of exposure to GM due to the
presence of GM-manufactured vehicles in the rental car fleets that
serve as collateral for the securities.  The residual values of
those vehicles may suffer following a GM bankruptcy filing.  Any
such lowering of collateral value exposes rental car ABS holders
to greater possible loss in the event of a default by the
sponsoring rental car company.  In addition, such a decline in
vehicle values may itself increase the risk of default of the
sponsoring rental car company.  None of the rental car ABS pools
has a disproportionate concentration in GM vehicles.  As a result,
no rating action related to rental car ABS solely as a result of
this filing is expected.

US Retail Auto Loan Transactions:

Issuer: Capital Auto Receivables Asset Trust 2004-2

  -- Cl. A-4, Currently rated Aaa, previously on 12/17/2004
     Assigned Aaa

  -- Cl. B, Currently rated Aaa, previously on 6/4/2007 Upgraded
     to Aaa from Aa3

  -- Cl. C, Currently rated Aaa, previously on 12/19/2007 Upgraded
     to Aaa from A1

Issuer: Capital Auto Receivables Asset Trust 2005-1

  -- Cl. A-5, Currently rated Aaa, previously on 6/15/2005
     Assigned Aaa

  -- Cl. B, Currently rated Aaa, previously on 6/4/2007 Upgraded
     to Aaa from Aa3

  -- Cl. C, Currently rated Aaa, previously on 12/19/2007 Upgraded
     to Aaa from Aa3

  -- Cl. D, Currently rated Aa1, previously on 12/19/2007 Upgraded
     to Aa1 from Baa1

Issuer: Capital Auto Receivables Asset Trust 2005-CPA

  -- Cl. A, Currently rated Aaa, previously on 1/3/2006 Assigned
     Aaa

Issuer: Capital Auto Receivables Asset Trust 2006-1

  -- Cl. A-3, Currently rated Aaa, previously on 2/16/2006
     Assigned Aaa

  -- Cl. A-4, Currently rated Aaa, previously on 2/16/2006
     Assigned Aaa

  -- Cl. B, Currently rated Aaa, previously on 12/19/2007 Upgraded
     to Aaa from Aa1

  -- Cl. C, Currently rated Aa1, previously on 12/19/2007 Upgraded
     to Aa1 from A2

  -- Cl. D, Currently rated Aa3, previously on 12/19/2007 Upgraded
     to Aa3 from Baa2

Issuer: Capital Auto Receivables Asset Trust 2007-1

  -- Cl. A-2, Currently rated Aaa, previously on 4/30/2007
     Assigned Aaa

  -- Cl. A-3a, Currently rated Aaa, previously on 4/30/2007
     Assigned Aaa

  -- Cl. A-3b, Currently rated Aaa, previously on 4/30/2007
     Assigned Aaa

  -- Cl. A-4a, Currently rated Aaa, previously on 4/30/2007
     Assigned Aaa

  -- Cl. A-4b, Currently rated Aaa, previously on 4/30/2007
     Assigned Aaa

  -- Cl. B, Currently rated A1, previously on 4/30/2007 Assigned
     A1

  -- Cl. C, Currently rated Baa2, previously on 4/30/2007 Assigned
     Baa2

  -- Cl. D, Currently rated Ba1, previously on 4/30/2007 Assigned
     Ba1

Issuer: Capital Auto Receivables Asset Trust 2007-2

  -- Cl. A-2a, Currently rated Aaa, previously on 8/31/2007
     Assigned Aaa

  -- Cl. A-2b, Currently rated Aaa, previously on 8/31/2007
     Assigned Aaa

  -- Cl. A-3, Currently rated Aaa, previously on 8/31/2007
     Assigned Aaa

  -- Cl. A-4a, Currently rated Aaa, previously on 8/31/2007
     Assigned Aaa

  -- Cl. A-4b, Currently rated Aaa, previously on 8/31/2007
     Assigned Aaa

  -- Cl. A-PT-1, Currently rated Aaa, previously on 8/31/2007
     Assigned Aaa

  -- Cl. B, Currently rated A1, previously on 5/22/2009 Confirmed
     at A1

  -- Cl. C, Currently rated Baa3, previously on 5/22/2009
     Downgraded to Baa3 from Baa1

  -- Cl. D, Currently rated Ba2, previously on 5/22/2009
     Downgraded to Ba2 from Baa3

Issuer: Capital Auto Receivables Asset Trust 2007-3

  -- Cl. A-2a, Currently rated Aaa, previously on 9/28/2007
     Assigned Aaa

  -- Cl. A-2b, Currently rated Aaa, previously on 9/28/2007
     Assigned Aaa

  -- Cl. A-3a, Currently rated Aaa, previously on 9/28/2007
     Assigned Aaa

  -- Cl. A-3b, Currently rated Aaa, previously on 9/28/2007
     Assigned Aaa

  -- Cl. A-4, Currently rated Aaa, previously on 9/28/2007
     Assigned Aaa

  -- Cl. B, Currently rated A1, previously on 5/22/2009 Confirmed
     at A1

  -- Cl. C, Currently rated Baa3, previously on 5/22/2009
     Downgraded to Baa3 from Baa1

  -- Cl. D, Currently rated Ba2, previously on 5/22/2009
     Downgraded to Ba2 from Baa3

Issuer: Capital Auto Receivables Asset Trust 2007-A

  -- Cl. A, Currently rated Aaa, previously on 9/28/2007 Assigned
     Aaa

  -- Cl. B, Currently rated A1, previously on 5/22/2009 Confirmed
     at A1

  -- Cl. C, Currently rated Baa3, previously on 5/22/2009
     Downgraded to Baa3 from Baa2

  -- Cl. D, Currently rated Ba2, previously on 5/22/2009
     Downgraded to Ba2 from Ba1

Issuer: Capital Auto Receivables Asset Trust 2007-B

  -- Cl. A, Currently rated Aaa, previously on 11/1/2007 Assigned
     Aaa

  -- Cl. B, Currently rated A3, previously on 5/22/2009 Downgraded
     to A3 from A1

  -- Cl. C, Currently rated Ba1, previously on 5/22/2009
     Downgraded to Ba1 from Baa1

  -- Cl. D, Currently rated Ba3, previously on 5/22/2009
     Downgraded to Ba3 from Baa3

Issuer: Capital Auto Receivables Asset Trust 2007-4

  -- Cl. A-2a, Currently rated Aaa, previously on 11/20/2007
     Assigned Aaa

  -- Cl. A-2b, Currently rated Aaa, previously on 11/20/2007
     Assigned Aaa

  -- Cl. A-3a, Currently rated Aaa, previously on 11/20/2007
     Assigned Aaa

  -- Cl. A-3b, Currently rated Aaa, previously on 11/20/2007
     Assigned Aaa

  -- Cl. A-4, Currently rated Aaa, previously on 11/20/2007
     Assigned Aaa

  -- Cl. B, Currently rated Baa2, previously on 5/22/2009
     Downgraded to Baa2 from A2

  -- Cl. C, Currently rated Ba2, previously on 5/22/2009
     Downgraded to Ba2 from Baa2

  -- Cl. D, Currently rated B1, previously on 5/22/2009 Downgraded
     to B1 from Ba1

Issuer: Capital Auto Receivables Asset Trust 2008-1

  -- Cl. A-2a, Currently rated Aaa, previously on 2/7/2008
     Assigned Aaa

  -- Cl. A-2b, Currently rated Aaa, previously on 2/7/2008
     Assigned Aaa

  -- Cl. A-3a, Currently rated Aaa, previously on 2/7/2008
     Assigned Aaa

  -- Cl. A-3b, Currently rated Aaa, previously on 2/7/2008
     Assigned Aaa

  -- Cl. A-4a, Currently rated Aaa, previously on 2/7/2008
     Assigned Aaa

  -- Cl. A-4b, Currently rated Aaa, previously on 2/7/2008
     Assigned Aaa

  -- Cl. B, Currently rated A3, previously on 5/22/2009 Downgraded
     to A3 from Aa3

  -- Cl. C, Currently rated Baa3, previously on 5/22/2009
     Downgraded to Baa3 from A2

  -- Cl. D, Currently rated Ba2, previously on 5/22/2009
     Downgraded to Ba2 from Baa1

Issuer: Capital Auto Receivables Asset Trust 2008-CPA

  -- Cl. A-1, Currently rated Aaa, previously on 2/14/2008
     Assigned Aaa

  -- Cl. A-2, Currently rated Aaa, previously on 2/14/2008
     Assigned Aaa

Issuer: Capital Auto Receivables Asset Trust 2008-CPB

  -- Cl. A-1, Currently rated Aaa, previously on 3/31/2008
     Assigned Aaa

  -- Cl. A-2, Currently rated Aaa, previously on 3/31/2008
     Assigned Aaa

Issuer: Capital Auto Receivables Asset Trust 2008-CPC

  -- Cl. A-1, Currently rated Aaa, previously on 3/31/2008
     Assigned Aaa

  -- Cl. A-2, Currently rated Aaa, previously on 3/31/2008
     Assigned Aaa

Issuer: Capital Auto Receivables Asset Trust 2008-2

  -- Cl. A-2a, Currently rated Aaa, previously on 5/19/2008
     Assigned Aaa

  -- Cl. A-2b, Currently rated Aaa, previously on 5/19/2008
     Assigned Aaa

  -- Cl. A-3a, Currently rated Aaa, previously on 5/19/2008
     Assigned Aaa

  -- Cl. A-3b, Currently rated Aaa, previously on 5/19/2008
     Assigned Aaa

  -- Cl. A-4, Currently rated Aaa, previously on 5/19/2008
     Assigned Aaa

  -- Cl. B, Currently rated A2, previously on 5/22/2009 Confirmed
     at A2

  -- Cl. C, Currently rated Baa2, previously on 5/22/2009
     Confirmed at Baa2

  -- Cl. D, Currently rated Ba1, previously on 5/22/2009 Confirmed
     at Ba1

Issuer: Capital Auto Receivables Asset Trust 2008-A

  -- Cl. A, Currently rated Aaa, previously on 6/26/2008 Assigned
     Aaa

  -- Cl. B, Currently rated A3, previously on 5/22/2009 Downgraded
     to A3 from A2

  -- Cl. C, Currently rated Baa3, previously on 5/22/2009
     Downgraded to Baa3 from Baa2

  -- Cl. D, Currently rated Ba2, previously on 5/22/2009
     Downgraded to Ba2 from Ba1

Canadian Retail Auto Loan Transactions:

Issuer: Canadian Capital Auto Receivables Asset Trust II, Series
2006-2

  -- Cl. A-2, Currently rated Aaa, previously on 9/20/2006
     Assigned Aaa

  -- Cl. A-3, Currently rated Aaa, previously on 9/20/2006
     Assigned Aaa

  -- Cl. B, Currently rated A2, previously on 9/20/2006 Assigned
     A2

Issuer: Canadian Capital Auto Receivables Asset Trust II, Series
2007-1

  -- Cl. A-2, Currently rated Aaa, previously on 4/30/2007
     Assigned Aaa

  -- Cl. A-3, Currently rated Aaa, previously on 4/30/2007
     Assigned Aaa

  -- Cl. B, Currently rated A2, previously on 4/30/2007 Assigned
     A2

  -- Cl. C, Currently rated Baa2, previously on 4/30/2007 Assigned
     Baa2

US Auto Lease Transactions:

Issuer: Capital Auto Receivables Asset Trust 2007-SN2

  -- Cl. A-2, Currently rated Baa1, previously on 1/28/2009
     Downgraded to Baa1 from Aa3

  -- Cl. A-3, Currently rated Baa1, previously on 1/28/2009
     Downgraded to Baa1 from Aa3

  -- Cl. A-4, Currently rated Baa1, previously on 1/28/2009
     Downgraded to Baa1 from Aa3

  -- Cl. B, Currently rated Baa3, previously on 1/28/2009
     Downgraded to Baa3 from A1

  -- Cl. C, Currently rated Ba3, previously on 1/28/2009
     Downgraded to Ba3 from A3

  -- Cl. D, Currently rated B3, previously on 1/28/2009 Downgraded
     to B3 from Ba1

Issuer: Capital Auto Receivables Asset Trust 2007-SNE

  -- Cl. A, Currently rated Baa1, previously on 1/28/2009
     Downgraded to Baa1 from Aa3

Issuer: Capital Auto Receivables Asset Trust 2007-SNG

  -- Cl. A, Currently rated Baa1, previously on 1/28/2009
     Downgraded to Baa1 from Aa3

Issuer: Capital Auto Receivables Asset Trust 2008-SNA

  -- Cl. A, Currently rated Baa1, previously on 1/28/2009
     Downgraded to Baa1 from Aa3

Issuer: Capital Auto Receivables Asset Trust 2008-SNB

  -- Cl. A, Currently rated Baa1, previously on 1/28/2009
     Downgraded to Baa1 from Aa3

Issuer: Capital Auto Receivables Asset Trust 2008-SND

  -- Cl. A, Currently rated Baa1, previously on 1/28/2009
     Downgraded to Baa1 from Aa3

Issuer: Capital Auto Receivables Asset Trust 2008-SNE

  -- Cl. A, Currently rated Baa1, previously on 1/28/2009
     Downgraded to Baa1 from Aa3

Issuer: Capital Auto Receivables Asset Trust 2008-SNF

  -- Cl. A, Currently rated Baa1, previously on 1/28/2009
     Downgraded to Baa1 from Aa3

Issuer: Capital Auto Receivables Asset Trust 2008-SNH

  -- Cl. A, Currently rated A2, previously on 1/28/2009 Downgraded
     to A2 from Aa2

US Auto Floorplan Transactions:

Issuer: Superior Wholesale Inventory Financing Trust X

  -- Class A Notes, including RN1 and RN2, Currently rated A3
     Under Review for further Possible Downgrade, previously on
     1/28/2009 Downgraded to A3 from Aa3 and remain Under Review
     for further Possible Downgrade

  -- Class B Notes, Currently rated B2 Under Review for further
     Possible Downgrade, previously on 11/25/2008 Downgraded to B2
     from A2 and Placed Under Review for further Possible
     Downgrade

  -- Class C Notes, Currently rated B3 Under Review for further
     Possible Downgrade, previously on 11/25/2008 Downgraded to B3
     from Baa2 and Placed Under Review for further Possible
     Downgrade

Issuer: Superior Wholesale Inventory Financing Trust XI

  -- Class A Notes, including RN1 and RN2, Currently rated A3
     Under Review for further Possible Downgrade, previously on
     1/28/2009 Downgraded to A3 from Aa2 and remain Under Review
     for further Possible Downgrade

  -- Class B Notes, Currently rated B2 Under Review for further
     Possible Downgrade, previously on 1/28/2009 Downgraded to B2
     from B1 and remain Under Review for further Possible
     Downgrade

  -- Class C Notes, Currently rated B3 Under Review for further
     Possible Downgrade, previously on 11/25/2008 Downgraded to B3
     from Baa2 and Placed Under Review for further Possible
     Downgrade

Issuer: Superior Wholesale Inventory Financing Trust 2007-AE-1

  -- Class A Notes, Currently rated Aa2 Under Review for further
     Possible Downgrade, previously on 1/28/2009 Downgraded to Aa2
     from Aaa and remain Under Review for further possible
     downgrade

  -- Class B Notes, Currently rated Aa3 Under Review for further
     Possible Downgrade, previously on 1/28/2009 Downgraded to Aa3
     from Aaa and remain Under Review for further Possible
     Downgrade

  -- Class C Notes, Currently rated Baa1 Under Review for further
     Possible Downgrade, previously on 1/28/2009 Downgraded to
     Baa1 from Aa1 and remain Under Review for further Possible
     Downgrade

  -- Class D Notes, Currently rated Baa3 Under Review for further
     Possible Downgrade, previously on 1/28/2009 Downgraded to
     Baa3 from Aa2 and remain Under Review for further Possible
     Downgrade

Issuer: SWIFT Master Auto Receivables Trust Series 2007-1

  -- Class A Notes, Currently rated Aa2 Under Review for further
     Possible Downgrade, previously on 1/28/2009 Downgraded to Aa2
     from Aaa and remain Under Review for further possible
     downgrade

  -- Class B Notes, Currently rated Aa3 Under Review for further
     Possible Downgrade, previously on 1/28/2009 Downgraded to Aa3
     from Aaa and remain Under Review for further Possible
     Downgrade

  -- Class C Notes, Currently rated Baa1 Under Review for further
     Possible Downgrade, previously on 1/28/2009 Downgraded to
     Baa1 from Aa1 and remain Under Review for further Possible
     Downgrade

  -- Class D Notes, Currently rated Baa3 Under Review for further
     Possible Downgrade, previously on 1/28/2009 Downgraded to
     Baa3 from A1 and remain Under Review for further Possible
     Downgrade

Issuer: SWIFT Master Auto Receivables Trust Series 2007-2

  -- Class A Notes, Currently rated Aa2 Under Review for further
     Possible Downgrade, previously on 1/28/2009 Downgraded to Aa2
     from Aaa and remain Under Review for further possible
     downgrade

  -- Class B Notes, Currently rated Aa3 Under Review for further
     Possible Downgrade, previously on 1/28/2009 Downgraded to Aa3
     from Aaa and remain Under Review for further Possible
     Downgrade

  -- Class C Notes, Currently rated Baa1 Under Review for further
     Possible Downgrade, previously on 1/28/2009 Downgraded to
     Baa1 from Aa1 and remain Under Review for further Possible
     Downgrade

  -- Class D Notes, Currently rated Baa3 Under Review for further
     Possible Downgrade, previously on 1/28/2009 Downgraded to
     Baa3 from A1 and remain Under Review for further Possible
     Downgrade

Mexican Auto Floorplan Transaction:

Issuer: Banco Invex, S.A., Institucion de Banca Multiple, Invex
Grupo Financiero, Fiduciario, acting solely in its capacity as
trustee

  -- FAMACB 08 Class A Notes, Currently rated Baa1 (Global Scale,
     Local Currency) and Aaa.mx (National Scale Rating) Under
     Review for Possible Downgrade, previously on 11/28/2008
     placed Under Review for Possible Downgrade


GMAC LLC: Chapter 11 Filing Won't Affect S&P's 'CCC' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on GMAC
LLC and Residential Capital LLC (both CCC/Developing/C) are not
affected by General Motors Corp.'s Chapter 11 bankruptcy filing in
the U.S. Bankruptcy Court-Southern District of New York.
GM's filing presents uncertainty with regard to GMAC LLC's
operations.  It does not, however, result in a filing by GMAC LLC,
and indeed GM stated that "GMAC has not filed for bankruptcy, nor
does it intend to, and the company continues to meet all of its
obligations."

In the near term, it remains to be seen what impact the filing
will have on the demand for GM's auto products and related demand
for GMAC LLC's financing.  Likewise, long-term, S&P is uncertain
regarding the level of success of the emergent GM. GM's filing is
not unexpected and has been considered in current ratings.


GMAC LLC: Unfairly Subsidized by Federal Funds, Bankers Say
-----------------------------------------------------------
Aparajita Saha-Bubna at The Wall Street Journal reports that
bankers said that GMAC LLC is unfairly subsidized by federal
funds.

WSJ relates that GMAC and the American Bankers Association are at
odds over the high interest rates that Ally Bank, GMAC's online
bank unit, is paying for deposits.  According to WSJ, GMAC said on
Monday that a complaint made last week by the American Bankers was
"highly inappropriate," and that the lobby group was restraining
competition among banks.

Ally Bank posted on its Web site that it is offering annual
percentage yields of 2.8% on one-year federally insured
certificates of deposit.  WSJ note that this is the highest rate
on one-year CDs currently tracked by Bankrate.com and compares
with an average annual percentage yield of 1.875%.

According to WSJ, American Bankers said, "Ally Bank is offering
interest rates well above the market in order to attract"
deposits, and "this aggressive deposit strategy is particularly
egregious when it is used by a troubled bank in which the
government holds a controlling interest.  Such a bank is
significantly shielded from investor and market influences that
might otherwise act as a brake on risky financial strategies."

"Ally Bank is committed to offering our customers value through
competitive rates.  We can do this because we have an asset
generation network that enables us to originate quality assets
profitably at these deposit rates," WSJ quoted a GMAC spokesperson
Gina Proia as saying.

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

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

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

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

                         *     *     *

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


GRAHAM PACKAGING: Amends Loan Maturity to 2014 Under Credit Pact
----------------------------------------------------------------
Graham Packaging Company L.P., wholly-owned subsidiary of Graham
Packaging Holdings Company, and Deutsche Bank AG Cayman Islands
Branch entered into a fourth amendment on May 28, 2009, modifying
its credit agreement dated as of October 7, 2004.

Pursuant to the amendment, certain term loan lenders have agreed
to extend the maturity of $1,200 million of certain term loans
from October 7, 2011, to the earlier of (i) April 5, 2014, or (ii)
the date that is 91 days prior to the maturity of the 8-1/2%
senior notes due October 2012 if those senior notes have not been
repaid or refinanced in full by that date.  The LIBOR margin with
respect to the extended term loans will be increased to 4.25%, and
a "LIBOR floor" of 2.50% will apply to the extended term loans.
The maturity date and interest margins with respect to those term
loans held by lenders that did not consent to extend the maturity
of their term loans will remain unchanged under the agreement.

In addition, certain revolving credit lenders have agreed to
extend the maturity of $112.8 million of revolving credit
commitments from October 7, 2010, to the earlier of (i) October 1,
2013, or (ii) the date that is 91 days prior to the maturity of
the company's 8-1/2% senior notes due October 2012 if those senior
notes have not been repaid or refinanced in full by that date,
said William E. Hennessey, vice president and corporate controller
of the company.

The LIBOR margin with respect to revolving credit loans made
pursuant to the extended revolving credit commitments, Mr.
Hennessey said, will be increased to 4.25% and a "LIBOR floor" of
2.50% will apply to those revolving credit loans.  The commitment
fee payable with respect to the undrawn extended revolving credit
commitments will be increased to 0.75%.  The maturity date,
interest margins and commitment fee with respect to those
revolving credit commitments held by lenders that did not consent
to extend the maturity of their revolving credit commitments will
remain unchanged.  Graham Packaging Company also voluntarily
reduced the amount of total revolving credit commitments available
to it under the Credit Agreement from $250 million to
$248.0 million, he added.

The credit agreement was also amended so that Graham Packaging
Company may not permit its senior secured net leverage ratio to
exceed (x) 5.50:1.00 on the last day of any fiscal quarter through
and including December 31, 2011, (y) 5.25:1.00 on the last day of
any fiscal quarter through and including December 31, 2012, and
(z) 5.00:1.00 on the last day of any fiscal quarter thereafter.

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

The Blackstone Group, an investment firm, is the majority owner of
Graham Packaging Holdings company.

As reported by the Troubled Company Reporter on May 25, 2009,
Moody's Investors Service assigned a B1 rating to the new
revolving credit facility and term loan C of Graham Packaging,
L.P.  Moody's also affirmed the B2 Corporate Family Rating and
stable outlook.  The rating is in response to the company's
announcement that it had amended the terms and maturity of its
term loan and revolver.  The amendment extended the maturity of a
$1,200 million of Graham's existing term loans from October 2011
to April 2014 and extended the maturity of $125 million of
Graham's existing $250 million revolving credit facility from
October 2010 to October 2013.  The interest rate on the new
facilities is 425 basis points above LIBOR.


GRAPHIC PACKAGING: Moody's Assigns 'B3' Rating on $245 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Graphic
Packaging International, Inc.'s (Graphic Packaging) proposed
$245 million senior notes due 2017.  Moody's also affirmed the B1
corporate family rating and the company's other existing debt
ratings -- refer to the list below.  The proceeds from the
proposed note offering will be used to fund the tender offer for
$225 million of the existing $425 million 8.50% senior notes due
2011 and pay related fees and expenses.  In addition, Moody's
affirmed the company's SGL-3 speculative grade liquidity rating
and the outlook remains negative.

The ratings assignment and affirmation reflects Graphic
Packaging's leading position in folding consumer cartons, coated
unbleached kraft paperboard, coated recycled boxboard, and multi-
wall bag.  In addition to extensive customer relationships, the
ratings are supported by continued focus on cost improvements,
margin stability and adequate liquidity.  Nonetheless, the ratings
and negative outlook consider Graphic Packaging's high leverage,
weak demand trends in the paperboard sector, weak debt protection
metrics, and exposure to potentially high input costs.

Moody's anticipates continued weak demand trends within the
folding carton packaging sector and slow overall market conditions
in 2009.  Graphic Packaging's financial leverage remains high
after the merger with Altivity Packaging and credit protection
measures are not expected to improve significantly from recently
observed levels.  When the ratings were first assigned in March of
2008, Moody's expected positive supply trends in the paperboard
sector, favorable pricing, and cost savings and synergies to
improve margins, generate solid free cash flow, and significantly
reduce debt to support the ratings.  However, the decline in
demand levels within the paperboard sector has negatively impacted
operating results and may affect pricing and the company's ability
to sustain margin improvements.  Although Graphic Packaging
operates in the more stable food and beverage end market, overall
demand has declined and is expected to remain weak over the rating
horizon.  Therefore, the negative outlook captures Moody's belief
that weak demand trends could prevent Graphic Packaging from
significantly reducing financial leverage.  Lastly, the company's
highly-leveraged capital structure increases refinancing risk
within the credit profile.

Moody's last rating action was on March 19, 2008, when Moody's
first assigned ratings following the announcement of the completed
combination of Graphic Packaging's operations with Altivity
Packaging.

Ratings Assigned:

Issuer: Graphic Packaging International, Inc.

  -- Senior unsecured notes, B3 (LGD5, 78%)

Ratings Affirmed:

Issuer: Graphic Packaging International, Inc.

  -- Corporate family rating, B1
  -- Senior secured bank facilities, Ba3 (LGD3, 35%)
  -- Senior unsecured notes, B3 (LGD5, 78%)
  -- Subordinated notes, B3 (LGD6, 94%)
  -- Speculative Grade Liquidity Rating, SGL-3

Graphic Packaging International, Inc., located in Marietta,
Georgia, is a provider of paperboard packaging solutions.


GRAPHIC PACKAGING: S&P Assigns 'B-' Rating on $245 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '6' recovery rating to Graphic Packaging International
Inc.'s (B+/Stable/--) proposed $245 million senior unsecured notes
due 2017 based on preliminary terms and conditions.  The '6'
recovery rating indicates S&P's expectation for negligible (0%-
10%) recovery in the event of a payment default.

The company will use proceeds from the notes to repay a portion of
its $425 million 8.5% senior unsecured notes due 2011.  GPK had
adjusted debt of $3.6 billion on March 31, 2009.

The ratings on Marietta, Georgia-based GPK reflect the company's
highly leveraged financial risk profile represented by its
substantial debt burden and very aggressive credit measures.  The
ratings also incorporate GPK's satisfactory business risk profile
which is supported by the company's leading market positions,
long-term customer relationships, and value-added product mix.

                           Ratings List

               Graphic Packaging International Inc.

    Corporate Credit Rating                      B+/Stable/--

                            New Rating

    $245 mil. senior unsecured notes due 2017    B-
    Recovery rating                              6


GS HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: GS Holdings - Country Haven, Ltd.
        1008 Marshall Avenue
        Cincinnati, OH 45225

Bankruptcy Case No.: 09-13493

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Robert G. Sanker, Esq.
                  One East Fourth St., Suite 1400
                  Cincinnati, OH 45202
                  Tel: (513) 579-6587
                  Fax: (513) 579-6457
                  Email: rsanker@kmklaw.com

Total Assets: $4,401,789

Total Debts: $2,602,334

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

          http://bankrupt.com/misc/ohsb09-13493.pdf

The petition was signed by Anthony M. Sansalone, sole member of
the Company.


GXS WORLDWIDE: Moody's Affirms 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed its ratings for GXS Worldwide,
Inc., including the B2 Corporate Family Rating, following the
company's recent amendment to its credit agreement.  The rating
outlook remains stable.  The amendment resulted in improved
headroom under the company's bank covenants but at the cost of
increased interest expense and amortization requirements.  While
free cash flow levels should be sufficient to cover the increased
amortization payments, the cushion is significantly reduced.  For
further information, please see www.moodys.com.

Moody's most recent rating action on GXS was September 11, 2007
when the rating on GXS's second lien debt was raised in light of a
change in the proposed refinancing of the company.

Headquartered in Gaithersburg, MD, GXS operates a transaction
network for the management of business documents used to
facilitate processes and communication among supply chain trading
partners.  Revenues were $363 million for the twelve months ended
March 31, 2009.


HUNTINGDON RECYCLING: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Huntingdon Recycling, LLC
        8960 Highway 22 South
        Huntingdon, TN 38344

Bankruptcy Case No.: 09-12145

Chapter 11 Petition Date: May 28, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Steven Lee Lefkovitz, Esq.
                  Lefkovitz & Lefkovitz
                  618 Church Street #410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Email: slefkovitz@lefkovitz.com

Total Assets: $1,850,797

Total Debts: $1,986,502

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

          http://bankrupt.com/misc/tnwb09-12145.pdf

The petition was signed by Crystal Hurt, chief manager of the
Company.


ILLINOIS CAR CARE: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Illinois Car Care LLC
           aka Illinois Car Care Corp.
        1007 Trakk Lane
        Woodstock, IL 60098

Bankruptcy Case No.: 09-72272

Chapter 11 Petition Date: June 1, 2009

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

Judge: Manuel Barbosa

Debtor's Counsel: James E. Stevens, Esq.
                  Barrick, Switzer, Long, Balsley & Van Ev
                  6833 Stalter Drive
                  Rockford, Il 61108
                  Tel: (815) 962-6611
                  Fax: (815) 962-1758
                  Email: jstevens@bslbv.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/ilnb09-72272.pdf

The petition was signed by John J. Jacobs.


INPACK PLASTICS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Inpack Plastics Inc.
        Pmb 535 200
        Ave Rafael Cordero, Suite 140
        Caguas, PR 00725

Bankruptcy Case No.: 09-04318

Chapter 11 Petition Date: May 28, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  PO Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  Email: vgratacd@coqui.net

Total Assets: $345,600

Total Debts: $2,519,585

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

         http://bankrupt.com/misc/prb09-04318.pdf


INTERMET CORP: Files Chapter 11 Plan; June 16 DS Hearing Set
------------------------------------------------------------
Intermet Corp. has filed a liquidating Chapter 11 plan to
complement the auction to be held June 22 where the first-lien
lenders will buy the assets in exchange for debt, unless another
bidder appears offering cash, Bloomberg's Bill Rochelle reports.

The plan and the accompanying disclosure statement were filed on
May 28, 2009.  The hearing to consider approval of the disclosure
statement has been scheduled to June 16, 2009, at 2:00 p.m.
(prevailing Eastern Time).  Objections, if any, to the approval of
the disclosure statement must be filed no later than June 15, at
12:00 p.m. (prevailing Eastern Time).

According to the report, the plan has the support of official
committee of unsecured creditors and the company's first- and
second-lien lenders.

The Intermet Plan calls for the first-lien lenders to take
ownership of the business.  If the assets are sold to another
buyer paying cash, the lenders are to receive the proceeds.  If
there is an offer at auction from someone other than a lender, the
price must be at least $23 million cash.

The second-lien lenders owed $107 million and unsecured
creditors with $93 million in claims are expected to recover not
more than 2 percent.

The hearing for approval of the sale is to be held July 14,
which may also end up being the date for the hearing on
confirmation
of the plan.

Bloomberg's Bill Rochelle says Intermet already has agreements
with its labor unions on modifications to the existing collective
bargaining agreements.

A full-text copy of the disclosure statement explaining the
Debtors' Joint Chapter 11 Plan, dated May 28, 2009, is available
at http://bankrupt.com/misc/intermet.DS.pdf

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The Company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An official
committee of unsecured creditors has been formed in this case.

In its petition, Intermet Corp. listed assets $50 million to $100
million and debts of $100 million to $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represents the Debtors.  In their previous bankruptcy
filing, the Debtors listed $735,821,000 in total assets and
$592,816,000 in total debts.  Intermet Corporation emerged from
its first bankruptcy filing in November 2005.


J & C REAL PROPERTY: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: J & C Real Property, LLC.
        127 - 11th Street East
        Saint Petersburg, FL 33715

Bankruptcy Case No.: 09-11583

Chapter 11 Petition Date: June 1, 2009

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

Judge: Caryl E. Delano

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

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

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

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

           http://bankrupt.com/misc/flmb09-11583.pdf

The petition was signed by Jay D. Pilini, managing member of the
Company.


JAMES D. SIBILSKY: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: James D. Sibilsky
        3200 Oak Crest DR.
        Flower Mound, TX 75022

Bankruptcy Case No.: 09-41729

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Tiffany Mir, Esq.
                  200 E. Southlake Blvd., Ste. 20
                  Southlake, TX 76092
                  Tel: (817) 310-3529
                  Fax: (817) 488-7504
                  Email: tmir@mirgroup.com

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

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

A full-text copy of Mr. Sibilsky's petition, including a list of
his 12 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/txeb09-41729.pdf

The petition was signed by Mr. Sibilsky.


JANE & COMPANY: Court Approves $7.3 Million Sale to Reborn Beauty
-----------------------------------------------------------------
Jane & Company, Inc., accomplished the quick sale of assets
intended when it filed for Chapter 11 protection on April 6,
Bloomberg News' Bill Rochelle reports.

The U.S. Bankruptcy Court for the District of Delaware approved
the $7.3 million sale to Reborn Beauty LLC on May 28.  According
to the report, the price partly includes the assumption of debt.
In addition to the $4.1 million owed at the outset of bankruptcy
to a subsidiary of CIT Group Inc., the pre-bankruptcy secured
lender, the Company also owes some $3.5 million on secured
subordinated obligations plus $7.5 million to trade suppliers. The
current owners purchased the Jane brand of younger women?s
cosmetics from Estee Lauder Cos. in February 2004.

Headquartered in Baltimore, Maryland, Jane & Company, Inc., sells
hair and skin care products and accessories.  The Company and
certain affiliates filed for separate Chapter 11 protection on
April 6, 2009 (Bankr. D. Del. Lead Case No. 09-11203).  Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell, represents the
Debtors in their restructuring efforts.  Jane & Co's assets and
debts range from $10 million to $50 million.


J.O. CLARK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: J.O. Clark Construction, LLC
        1734 South Rutherford Blvd.
        Murfreesboro, TN 37129

Bankruptcy Case No.: 09-05992

Chapter 11 Petition Date: May 28, 2009

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

Judge: Marian F. Harrison

Debtor's Counsel: Thomas Larry Edmondson, Sr., Esq.
                  T. Larry Edmondson Attorney At Law
                  800 Broadway 3d Fl
                  Nashville, TN 37203
                  Tel: (615) 254-3765
                  Fax: (615) 254-2072
                  Email: ledmondson@ECF.EPIQSystems.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/tnmb09-05992.pdf

The petition was signed by Mark Clark, chief manager of the
Company.


JOAO MARTINS CARDOSO: Case Summary & 13 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Joao Martins Cardoso
        11645 Chesterton St
        Norwalk, CA 90650

Bankruptcy Case No.: 09-23424

Chapter 11 Petition Date: May 29, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Kahlil J. McAlpin, Esq.
                  1608 Centinela Ave #6
                  Inglewood, CA 90302-1099
                  Tel: (310) 338-0554

Total Assets: $4,598,152

Total Debts: $6,907,016

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

          http://bankrupt.com/misc/cacb09-23424.pdf

The petition was signed by Jay D. Pilini, managing member of the
Company.


JOHN ARNOLD ASUNMAA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: John Arnold Asunmaa
               Susan Marie Asunmaa
               822 Malibu Lane
               Indialantic, FL 32903

Bankruptcy Case No.: 09-07428

Chapter 11 Petition Date: May 29, 2009

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

Judge: Karen S. Jennemann

Debtors' Counsel: Michael Faro, Esq.
                  Faro & Associates PA
                  150 Cocoa Isles Boulevard, Suite 404
                  Cocoa Beach, FL 32931
                  Tel: (321) 784-8158
                  Fax: (321) 784-8159
                  Email: faro.michael@gmail.com

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

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

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

      http://bankrupt.com/misc/flmb09-07428.pdf

The petition was signed by the Joint Debtors.


JORGE SANCHEZ: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jorge Sanchez
        1620 Campbell Ave.
        San Jose, CA 95125

Bankruptcy Case No.: 09-54089

Chapter 11 Petition Date: May 27, 2009

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

Judge: Roger L. Efremsky

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

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

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

A full-text copy of Mr. Sanchez's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/canb09-54089.pdf

The petition was signed by Mr. Sanchez.


JOSEPH A. HARPER: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Joseph A. Harper, Jr.
                  aka Dilgavanal
                  fdba JaMar Packaging
                  aka Pro Lube of Statesboro
                  dba Pro Lube
                  aka Able Transportation
                  fdba Able Transport
               Vanessa B. Harper
               800 B Highway 80 East
               Statesboro, GA 30461

Bankruptcy Case No.: 09-60491

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Statesboro)

Debtors' Counsel: Jesse C. Stone, Esq.
                  Merrill & Stone, LLC
                  PO Box 129
                  Swainsboro, GA 30401
                  Tel: (478) 237-7029
                  Fax: (478) 237-9211
                  Email: bkymail@merrillstonehamilton.com

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

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

A full-text copy of the Debtors? petition, including a list of
their 14 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/gasb09-60491.pdf

The petition was signed by the Joint Debtors.


L AND K ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: L and K Enterprises, LLC
        4120 Chattanooche Trace # B
        Duluth, GA 30097

Bankruptcy Case No.: 09-73671

Chapter 11 Petition Date: May 29, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Y. Kim, Esq.
                  The Law Firm of Paul Y. Kim, LLC
                  3230 Steve Reynolds Blvd., Suite 209
                  Duluth, GA 30096
                  Tel: (770) 622-0560
                  Email: paul@pyklaw.com

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

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

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

          http://bankrupt.com/misc/ganb09-73671.pdf

The petition was signed by Tok S. Lee, sole member of the Company.


LA PLACITA SHOPPING: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: La Placita Shopping Center, LLC
        9333 Bryant
        Houston, TX 77075

Bankruptcy Case No.: 09-33885

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
   Las Torres Development, LLC                     09-33872

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Christopher Adams, Esq.
                  Okin Adams & Kilmer LLP
                  1113 Vine Street, Suite 201
                  Houston, TX 77002
                  Tel: (713) 228-4100
                  Fax: (888) 865-2118
                  Email: cadams@oakllp.com

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

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

A list of the Company's 9 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/txsb09-33885.pdf

The petition was signed by Gil Ramirez, Sr.


LAKESIDE 160: U.S. Trustee Sets Meeting of Creditors for June 16
----------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Lakeside 160 LLC's Chapter 11 case on June 16, 2009, at
1:30 p.m.  The meeting will be held at the US Trustee Meeting
Room, 230 N. First Avenue, Suite 102, Phoenix, Arizona.

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

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

Phoenix, Arizona-based Lakeside 160 LLC filed for Chapter 11 on
May 15, 2009 (Bankr. D. Ariz. Case No. 09-10508).  Mark W. Roth,
Esq., at Polsinelli Shughart P.C., represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


LANGUAGE LINE: Moody's Upgrades Corporate Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of Default Rating of Language Line Holdings, Inc. to
B1 from B2.  Moody's concurrently upgraded all of the instrument
ratings by one notch and affirmed the SGL-2 Speculative Grade
Liquidity Rating.  The rating outlook was changed to stable from
positive.

"The upgrade of the Corporate Family Rating reflects double digit
revenue and EBITDA growth, improving credit metrics and favorable
growth prospects for the over-the-phone interpretation market,"
stated Moody's Senior Vice President, Lenny Ajzenman.

The B1 CFR also benefits from the company's leading market
position in the OPI segment, favorable regulatory and demographic
trends and a broad customer base.  The ratings are constrained by
concern that a weak economy could slow the growth in billable
minutes and heighten price competition, the potential for larger
competitors to enter the growing OPI market, significant debt
maturities in 2011 and the potential for more aggressive financial
policies by the private equity sponsor to realize a return on its
investment.

Moody's upgraded these ratings (LGD assessments and point
estimates were changed as indicated below):

  -- Corporate Family Rating, to B1 from B2

  -- Probability of Default Rating, to B1 from B2

  -- $40 million senior secured revolver due 2010, to Ba1 (LGD 2,
     18%) from Ba2 (LGD 2, 19%)

  -- $194 million senior secured term loan due 2011, to Ba1 (LGD
     2, 18%) from Ba2 (LGD 2, 19%)

  -- $165 million 11.125% senior subordinated notes due 2012, to
     B2 (LGD 4, 64%) from B3 (LGD 4, 65%)

  -- $109 million 14.125% senior discount notes due 2013, to B3
     (LGD 6, 90%) from Caa1 (LGD 6, 91%)

Moody's affirmed the SGL-2 Speculative Grade Liquidity Rating.

The last rating action on Language Line was on October 8, 2008 at
which time Moody's upgraded the Speculative Grade Liquidity Rating
to SGL-2 from SGL-3 and changed the outlook to positive from
stable.

Headquartered in Monterey, California, Language Line provides
over-the-phone interpretation services from English into more than
170 different languages.  The company is controlled by ABRY
Partners, LLC and reported revenues of $224 million in the twelve
month period ending March 31, 2009.


LCG KENNEWICK: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: LCG Kennewick Dave, LLC
        270 Lafayette Circle
        Lafayette, CA 94549

Bankruptcy Case No.: 09-02981

Chapter 11 Petition Date: May 28, 2009

Court: United States Bankruptcy Court
       Eastern District Of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: William L. Hames, Esq.
                  Hames Anderson & Whitlows PS
                  PO Box 5498
                  Kennewick, WA 99336-0498
                  Tel: (509) 586-7797
                  Fax: (509) 586-3674
                  Email: billh@hawlaw.com

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

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

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

          http://bankrupt.com/misc/waeb09-02981.pdf

The petition was signed by Lloyd J. Torchio, member of the
Company.


LEAP WIRELESS: Cricket Prices $1.1BB Notes Offering at 96.124%
--------------------------------------------------------------
Cricket Communications Inc., operating subsidiary of Leap Wireless
International Inc., priced its offering of $1.1 billion in
aggregate principal amount of 7.750% senior secured notes due
2016, at 96.134%.

The closing of the sale of the senior secured notes is expected to
occur on June 5, 2009.

According to Cricket, the notes will be guaranteed on a senior
secured basis by Leap and certain of its indirect subsidiaries.
The notes and the guarantees will be secured by liens on
substantially all of the personal property of Leap, Cricket and
the subsidiary guarantors.

The net proceeds from the offering, which are estimated to be
approximately $1.042 billion, will be used to repay all amounts
outstanding under Leap's senior secured credit agreement, and in
connection with that repayment, Leap intends to terminate its
revolving credit facility, Cricket related.

Leap expects to use the remaining net proceeds for general
corporate purposes, which could include the expansion and
improvement of its network footprint, acquisitions of additional
spectrum or complementary businesses and over the longer term, the
deployment of next-generation network technology, Cricket added.

                       About Leap Wireless

Based in San Diego, Leap Wireless International Inc. (Nasdaq:
LEAP) -- http://www.leapwireless.com/-- provides innovative,
high-value wireless services.  With the value of unlimited
wireless services as the foundation of its business, Leap Wireless
pioneered its Cricket(R) service.  The Company and its joint
ventures now operate in 29 states and hold licenses in 35 of the
top 50 U.S. markets.  Through its affordable, flat-rate service
plans, Cricket Communications offers customers a choice of
unlimited voice, text, data and mobile Web services.

At September 30, 2008, the company's balance sheet showed total
assets of $5.0 billion, total liabilities of $3.4 billion and
stockholders' equity of $1.6 billion.  The company has a total of
$826.3 million in unrestricted cash, cash equivalents and short-
term investments as of September 30, 2008.  Capital expenditures
during the third quarter of 2008 were $190 million, including
expenditures associated with the build-out of new markets and
capitalized interest.

For three months ended September 30, 2008, the company posted net
loss of $48.7 million compared with net loss of $43.2 million for
the same period in the previous year.  For nine months ended
September 30, 2008, the company posted net loss of $93.0 million
compared with net loss of $57.8 million for the same period in the
previous year.

                             *   *   *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAR CORP: Won't Pay $38 Mil. Semi-Annual Interest Obligation
-------------------------------------------------------------
Lear Corporation said it does not intend to make the $38 million
semi-annual interest payments due on June 1, 2009, with respect to
its 8.50% senior notes due 2013, and 8.75% senior notes due 2016.

The Company is utilizing the 30-day grace period applicable to the
interest payments, while it continues discussions of a possible
capital restructuring with its lenders and certain other parties,
according to Matthew J. Simoncini, senior vice president and chief
financial officer of the company.  Under the applicable indentures
relating to the senior notes, the use of the 30-day grace period
does not constitute a default that permits acceleration of the
senior notes or any other indebtedness, Mr. Simoncini asserts.

Mr. Simoncini relates that the Company entered on May 13, 2009,
into an amendment and waiver under its primary credit facility,
wherein the waiver of covenant defaults under the primary credit
facility would terminate if the Company were to make any payments
with respect to the senior notes.

A full-text copy of the second amendment and waiver is available
for free at http://ResearchArchives.com/t/s?3a6e

                      About Lear Corporation

Based in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's leading suppliers of
automotive seating systems, electrical distribution systems and
electronic products.  The Company's products are designed,
engineered and manufactured by a diverse team of 80,000 employees
at 210 facilities in 36 countries.  Lear is traded on the New York
Stock Exchange under the symbol [LEA].

                            *     *     *

Lear had approximately $1.2 billion in cash and cash equivalents
as of April 4, 2009, as compared to approximately $1.6 billion as
of December 31, 2008.  The decline reflects negative free cash
flow in the first quarter, as well as the termination of an
accounts receivable factoring facility in Europe.  Lear had total
assets of $6.4 billion, current liabilities of $4.4 billion and
long-term liabilities of $2.0 billion, resulting in $41.4 million
in stockholders' deficit at April 4, 2009.

In January, Moody's Investors Service lowered the Corporate Family
and Probability of Default ratings of Lear, to Caa2 from B3.  In a
related action, the rating of the senior secured term loan was
lowered to Caa1 from B2, and the rating on the senior unsecured
notes was lowered to Caa2 from B3.  The ratings remain on review
for further possible downgrade.

Standard & Poor's Ratings Services also lowered its corporate
credit rating on Lear to 'B-' from 'B'.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.  The
ratings remain on CreditWatch, where they had been placed with
negative implications on November 13, 2008.


LEHMAN BROTHERS: Seeks to Dismiss Pami Statler's Chapter 11 Case
----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors ask the
U.S. Bankruptcy Court for the Southern District of New York to
dismiss the bankruptcy case of PAMI Statler Arms LLC.

Attorney for the Debtors, Jacqueline Marcus, Esq., at Weil
Gotshal & Manges LLP, in New York, says there is no point for
PAMI Statler to remain in bankruptcy following the settlement of
its dispute with Statler Arms Garage LLC and First Midwest
Properties LLC.

PAMI Statler's decision to file for bankruptcy protection was
prompted by its dispute with Statler Arms concerning the terms of
their license agreement.  PAMI Statler's disagreement with First
Midwest stemmed from the Debtor's failure to close on their sale
transaction.  The disputes were resolved pursuant to the Court's
orders issued on December 18, 2008 and February 24, 2009.

PAMI Statler "has no claims to reorganize or any unresolved
disputed, contingent claims," Ms. Marcus says.  "Dismissal does
not prejudice creditors because there are no unpaid claims and
PAMI Statler has the wherewithal to pay its obligations as they
come due," she adds.  The resources the Debtor would spend to
administer its bankruptcy case should rather be spent in
operating its business, she contends.

The Court will convene a hearing on June 24, 2009, to consider
the dismissal of PAMI Statler's case.  Concerned parties have
until June 19 to file their objections.

                     Lehman Brothers' Collapse

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

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

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

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

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

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

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

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

                            Asset Sales

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

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



LEHMAN BROTHERS: Asks Court to Set August 24 as Claims Bar Date
---------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors ask the
U.S. Bankruptcy Court for the Southern District of New York to set
August 24, 2009, as the deadline for creditors to file their
proofs of claim.

Under U.S. bankruptcy law, any creditor asserting pre-bankruptcy
claim against the debtors, which is not listed in their schedules
of assets and liabilities or which is listed as disputed,
contingent or unliquidated, is required to file a proof of claim
by the deadline fixed by the bankruptcy court.

Attorney for the Debtors, Shai Waisman, Esq., at Weil Gotshal &
Manges LLP, in New York, says the bar date would enable the
Debtors to process and begin their analysis of the claims in a
"timely and efficient manner" and would give creditors opportunity
to prepare and file their proofs of claim.

             Requirements for Filing Proofs of Claim

Creditors that have pre-bankruptcy claims against the Debtors are
required to submit an original, written proof of claim on or
before August 24, 2009, to Epiq Bankruptcy Solutions LLC.

If by overnight mail, the proof of claim must be sent to:

  Epiq Bankruptcy Solutions, LLC
  Attn: Lehman Brothers Holdings Claims Processing
  757 Third Avenue, 3rd Floor
  New York, New York 10017

If by first-class mail, the proof of claim must be sent to:

  Lehman Brothers Holdings Claim Processing
  c/o Epiq Bankruptcy Solutions, LLC
  FDR Station, P.O. Box 5076
  New York, New York 10150-5076

If by hand delivery, to:

  Epiq Bankruptcy Solutions, LLC
  Attn: Lehman Brothers Holdings Claims Processing
  757 Third Avenue, 3rd Floor
  New York, New York 10017

  Clerk of the United States Bankruptcy Court
  Attn: Lehman Brothers Holdings Claims Processing
  One Bowling Green
  New York, New York 10004

Proofs of claim sent by facsimile, telecopy, or electronic mail
transmission will not be accepted.  Proofs of claim will be deemed
timely filed only if they have been received by Epiq or the Court
on or before the deadline.

               Notice for Filing Proofs of Claim

The Debtors will mail notices for filing proofs of claim to the
U.S. Trustee, attorneys for the Official Committee of Unsecured
Creditors, all known creditors listed on the schedules, and other
concerned parties.  The Debtors will also have the notice
published in the international edition of The New York Times, The
Wall Street Journal, and The Financial Times at least 45 days
prior to August 24, 2009.

                     Lehman Brothers' Collapse

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

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

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

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

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

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

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

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

                            Asset Sales

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

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



LEHMAN BROTHERS: Hearing to Investigate Barclays Moved to June 24
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and Barclays Capital Inc. entered
into a stipulation adjourning the hearing on the proposed
investigation of Barclays to June 24, 2009.  Creditors and other
concerned parties are given until June 5 to file their objections.
Responses or replies, if any, to the objections must be filed and
served on or before June 23.

As reported by the Troubled Company Reporter on May 22, 2009,
Lehman Brothers Holdings Inc., which is now being led by Chief
Executive Officer Bryan Marsal, asked authority from the U.S.
Bankruptcy Court for the Southern District of New York to conduct
focused discovery against Barclays Capital Inc., concerning
matters of importance to the estate and its creditors.  Barclays
purchased substantially all of Lehman's North American broker-
dealer assets in a sale transaction negotiated, approved and
executed within the span of a few days immediately following
LBHI's filing for bankruptcy.  The requested discovery, under Fed.
R. Bankr. P. 2004, relates to that highly expedited transaction,
and related matters, and is specifically focused on whether the
estate received appropriate value.

According to the TCR, Robert W. Gaffey, Esq., at Jones Day, in New
York, related that since the completion of the expedited
negotiation and sale of one of the largest investment banks in the
world, the Debtor has become aware of apparent material
discrepancies relating to the liabilities Barclays was to assume
and the benefits LBHI (or related entities) was to receive under
this and related transactions.  These apparent discrepancies
concern, inter alia, Barclays' obligation to pay employee bonuses
and certain contract cure amounts (both of which materially
impacted the value of the sale) as well as to certain asset
transfers related to repurchase transactions conducted during the
week the Sale Transaction was negotiated.  In the aggregate, these
apparent discrepancies may have resulted in a windfall to Barclays
at the expense of the estate, its creditors and other parties in
interest, in an amount that could reach into the billions of
dollars.

                     Lehman Brothers' Collapse

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

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

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

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

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

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

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

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

                            Asset Sales

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

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


LEHMAN BROTHERS: UK Administrators Oppose Cross-Border Protocol
---------------------------------------------------------------
As reported by the Troubled Company Reporter on May 28, 2009,
Lehman Brothers Holdings Inc. is seeking approval from the U.S.
Bankruptcy Court for the Southern District of New York for a
"cross-border protocol" to coordinate the activities among
liquidations of Lehman entities around the world.

A global protocol is "unnecessary, insufficiently tailored, and
unacceptably burdensome, Tony Lomas, a partner at
PricewaterhouseCoopers, who serves as administrator of Lehman's
United Kingdom affiliates.  PwC asserts that the U.K. proceeding
is governed by local rules and the interests of their own
creditors, The Wall Street Journal reported.

Lehman's London-based estate comprise about a third of the firm's
estimated $630 billion assets before it filed for bankruptcy in
September 2008, the Journal said, adding that the estate holds
data essential to insolvency proceedings among other smaller
European subsidiaries.

PwC, according to the Journal, said it has made progress reaching
other agreements with subsidiaries to coordinate restructurings
and won't submit to multilateral negotiations.  "There is a
concern that there will be differences of opinion, which could
give rise to potential litigation between affiliates.  We don't
want to be morally blocked from doing anything like that," the
Telegraph said quoting Mr. Lomas as saying.

Aside from the U.K. Administrators, administrators to other key
investment banking subsidiaries in the U.S., Japan, and
Switzerland, refused to sign the proposed protocol, the Telegraph
said.  The Swiss administrators echo the U.K. administrators'
concerns that cooperation may not be in creditors' best interests
and could put them in conflict with national insolvency laws, the
paper added.

According to MarketWatch, the fight between the U.S. and U.K.
Lehman units can be indirectly attributed to a lingering grudge
between the two units.  Days prior to the September 2008
bankruptcy filing, about $8 billion was swept from Lehman's
London branch to New York, The Telegraph U.K. said.  The London
unit has demanded for the repayment of the $8 billion.

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

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

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

                     Lehman Brothers' Collapse

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

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

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

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

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

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

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

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

                            Asset Sales

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

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


LINDA F. SCHAEFER: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Linda F. Schaefer
        3481 Banyan Street
        Santa Rosa, CA 95403

Bankruptcy Case No.: 09-11573

Chapter 11 Petition Date: May 28, 2009

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  Email: mcfallon@fallonlaw.net

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

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

A full-text copy of Ms. Schaefer's petition, including a list of
her 15 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/canb09-11573.pdf

The petition was signed by Ms. Schaefer.


LOCAL NOTES: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Local Notes, Inc.
        10835 Seaboard Loop
        Houston, TX 77099-3402

Bankruptcy Case No.: 09-33916

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: J Craig Cowgill, Esq.
                  Attorney at Law
                  8100 Washington, Suite 120
                  Houston, TX 77007
                  Tel: (713) 956-0254
                  Fax: (713) 956-6284
                  Email: jccowgill@cowgillholmes.com

Estimated Assets: $0 to $50,000

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

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

           http://bankrupt.com/misc/txsb09-33916.pdf

The petition was signed by Neal Lim, president of the Company.


LYONDELL CHEMICAL: Panel Seeks to Hire Wildgen as Special Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Lyondell Chemical
Company and its debtor-affiliates' Chapter 11 cases seeks the
authority of the U.S. Bankruptcy Court for the Southern District
of New York to retain Wildgen Partners in Law as its special
counsel, nunc pro tunc to May 15, 2009.

As the Committee's special counsel, Wildgen will provide advice
to the Committee regarding Luxembourg law.  The Committee notes
that its need to retain a special counsel arose after
LyondellBasell Industries AF S.C.A., the ultimate parent of the
Debtors, filed for bankruptcy.  The Committee discloses that it
needs to understand LBI's rights and causes of action under
Luxembourg law.

Wildgen Partners' professionals will be paid according to these
customary hourly rates:

         Title                    Rate per Hour
         -----                    -------------
         Partner               EUR 420 to EUR 660
         Associates            EUR 180 to EUR 420
         Paraprofessionals      EUR 90 to EUR 150

Specifically, these professionals will represent the Committee in
this engagement:

    Name                       Title          Rate per Hour
    ----                       -----          -------------
    Pierre Metzler             partner           EUR 510
    Charles Krier              associate         EUR 300

Wildgen Partners will also be reimbursed of expenses incurred.

Wildgen Partners will apply for payment of fees and expenses
pursuant to Sections 330 and 331 of the Bankruptcy Code and Rule
2016 of the Federal Rules of Bankruptcy Procedure.

Pierre Metzler, Esq., a partner at Wildgen Partners, upon review,
submitted to the Court a list of parties with which his firm has
had or currently has some connections. A full-text copy of the
list is available for free at:

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

However, Mr. Metzler asserts that the connections do not
constitute a conflict in the Debtors' Chapter 11 cases.  He
assures the Court that Wildgen Partners is a "disinterested
person" as that term is defined under Section 101(14) of the
Bankruptcy Code.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  About a year after
completing the merger, LyondellBasell Industries' U.S. operations
and one of its European holding companies -- Basell Germany
Holdings GmbH -- filed voluntary petitions to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to
facilitate a restructuring of the company's debts.  The case is In
re Lyondell Chemical Company, et al., Bankr. S.D. N.Y. Lead Case
No. 09-10023).  Seventy-nine Lyondell entities, including Equistar
Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals
Inc., and Wyatt Industries, Inc., filed for Chapter 11.    In May
2009, one of the cases was dismissed -- Case No. 09-10068 --
because it is duplicative of Case No. 09-10040 relating to Debtor
Glidden Latin America Holdings. The Hon. Robert E. Gerber presides
over the case.  Deryck A. Palmer, Esq., at Cadwalader, Wickersham
& Taft LLP, in New York, serves as the Debtors' bankruptcy
counsel.  Evercore Partners serves as financial advisors, and Alix
Partners and its subsidiary AP Services LLC, serves as
restructuring advisors.  AlixPartners' Kevin M. McShea acts as the
Debtors' Chief Restructuring Officer.  Clifford Chance LLP serves
as restructuring advisors to the European entities.  Lyondell
Chemical estimated that consolidated assets total US$27.12 billion
and debts total US$19.34 billion as of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan (comprising $3.25 billion in
new loans and a $3.25 billion roll-up of existing loans) and a
$1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009 in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Committee Seeks to Hire Kurtzman as Comm. Agent
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Lyondell Chemical
Company and its debtor-affiliates' Chapter 11 cases asks the U.S.
Bankruptcy Court for the Southern District of New York to approve
their retention of Kurtzman Carson Consultants, LLC, as its
communications agent, nunc pro tunc to May 15, 2009.

As the Committee's communications agent, KCC will:

  (a) establish and maintain an internet-accessed Web site that
      provides, without limitation:

       * general information concerning the Debtors, including,
         case dockets, and access to docket filings;

       * a calendar with upcoming significant events in the
         Debtors' Chapter 11 cases;

       * access to the claims docket as and when established by
         the Debtors or any claims agent retained in the
         Debtors' Chapter 11 cases;

       * a general overview of the Chapter 11 process;

       * press releases issued by each of the Committee and the
         Debtors;

       * a non-public registration form for creditors to seek
         case updates via electronic mail;

       * a non-public form to submit creditor questions,
         comments and requests for access to information;

       * responses to creditor questions, comments and requests
         for access to information; provided, that the Committee
         may privately provide responses in its discretion,
         including in light of the nature of the information
         request and the creditor's agreements to appropriate
         confidentiality and trading constraints;

       * answers to frequently asked questions; and

       * links to other relevant websites.

  (b) establish and maintain a telephone number and electronic
      mail address for creditors to submit questions and
      comments; and

  (c) print and serve documents as directed by the Committee and
      its counsel.

The Committee notes that while KCC is charging its customary
rates for the services forth in KCC's engagement, the United
States Trustee for Region 2 has agreed that, in order to maintain
its competitive rates, KCC is not required to include its fee
structure in the Application.  The fee structure has been
provided to the Debtors and the U.S. Trustee and a copy will be
provided to the Court.  Moreover, KCC will deliver monthly
invoices to the Debtors for payment without filing fee
applications with the Court.  The Committee and the Debtors will
have 15 days to object to the monthly invoices and if an
objection can not be resolved, a hearing will be scheduled to
consider the disputed invoice.  Absent an objection, the Debtors
will pay each KCC invoice within 30 days after the 15th day of
the receipt of the invoice.  If an objection is raised to a KCC
invoice, the Debtors will pay to KCC only the undisputed portion
of the invoice, and will pay the remainder to KCC upon resolution
of the dispute, as directed by the Court.

Michael Frishberg, Esq., vice president of KCC, discloses that
his firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  About a year after
completing the merger, LyondellBasell Industries' U.S. operations
and one of its European holding companies -- Basell Germany
Holdings GmbH -- filed voluntary petitions to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to
facilitate a restructuring of the company's debts.  The case is In
re Lyondell Chemical Company, et al., Bankr. S.D. N.Y. Lead Case
No. 09-10023).  Seventy-nine Lyondell entities, including Equistar
Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals
Inc., and Wyatt Industries, Inc., filed for Chapter 11.    In May
2009, one of the cases was dismissed -- Case No. 09-10068 --
because it is duplicative of Case No. 09-10040 relating to Debtor
Glidden Latin America Holdings. The Hon. Robert E. Gerber presides
over the case.  Deryck A. Palmer, Esq., at Cadwalader, Wickersham
& Taft LLP, in New York, serves as the Debtors' bankruptcy
counsel.  Evercore Partners serves as financial advisors, and Alix
Partners and its subsidiary AP Services LLC, serves as
restructuring advisors.  AlixPartners' Kevin M. McShea acts as the
Debtors' Chief Restructuring Officer. Clifford Chance LLP serves
as restructuring advisors to the European entities.  Lyondell
Chemical estimated that consolidated assets total US$27.12 billion
and debts total US$19.34 billion as of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan (comprising $3.25 billion in
new loans and a $3.25 billion roll-up of existing loans) and a
$1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009 in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Houston Refining Agree to Dismiss Koch Lawsuit
-----------------------------------------------------------------
Debtor Houston Refining, LP and Koch Supply & Trading, LP
submitted to the U.S. Bankruptcy Court for the Southern District
of New York on May 1, 2009, a stipulation of dismissal of Houston
Refining's complaint against Koch Supply, without assessment of
costs pursuant to Rule 7401 of the Federal Rules of Bankruptcy
Procedure.

Judge Robert E. Gerber approved the stipulation on May 5, 2009.

Houston Refining, Equistar Chemicals, LP and Koch Trading have
resolved their disputes with respect the adversary complaint filed
by Houston Refining.

As reported by the Troubled Company Reporter on March 10, 2009,
Houston Refining filed the complaint seeking to recover
$11,339,925 against Koch Supply, which payment became due on
January 9, 2009.  In December 2008, the Debtor and Koch Trading
entered into a Feedstock Sale Agreement wherein the Debtor sells
reformer feed to Koch Trading, and Koch Supply must pay for the
reformer fee within three days of receipt of the invoice.  The
Debtor and Koch Supply also entered into:

  * a Refined Products Sale Agreement in which the Debtor sells
    to Koch Trading nonoxygenated conventional gasoline and Koch
    Supply is required to pay for the non-oxygenated
    conventional gasoline within two days of receipt of the
    invoice; and

  * two Feedstock Sale Agreements wherein the Debtor sells high
    sulfur vacuum gas oil.  Under the Feedstock Agreements, Koch
    Supply must pay for the vacuum oil gas within three days of
    receipt of each invoice.

The total amount due and owing under the invoices for:

  (1) the Feedstock Sale Agreement through the Petition Date is
      $2,117,800;

  (2) the Refined Products Sale Agreement which became due on
      January 15, 2009, is $3,970,129;

  (c) the Feedstock Sale Agreements, as of January 16, 2009, is
      $5,222,924.

Koch Supply is also obligated to the Debtor for a $29,071
demurrage fee that accrued as of October 10, 2008, and which
remained unpaid.

Pursuant to the parties' settlement, Koch Trading will pay
$11,339,925 to Houston Refining in satisfaction of Koch's
prepetition debt.  Koch Trading will also pay $1,940,800 to
Equistar in satisfaction of Koch's prepetition debt to Equistar.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  About a year after
completing the merger, LyondellBasell Industries' U.S. operations
and one of its European holding companies -- Basell Germany
Holdings GmbH -- filed voluntary petitions to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to
facilitate a restructuring of the company's debts.  The case is In
re Lyondell Chemical Company, et al., Bankr. S.D. N.Y. Lead Case
No. 09-10023).  Seventy-nine Lyondell entities, including Equistar
Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals
Inc., and Wyatt Industries, Inc., filed for Chapter 11.    In May
2009, one of the cases was dismissed -- Case No. 09-10068 --
because it is duplicative of Case No. 09-10040 relating to Debtor
Glidden Latin America Holdings. The Hon. Robert E. Gerber presides
over the case.  Deryck A. Palmer, Esq., at Cadwalader, Wickersham
& Taft LLP, in New York, serves as the Debtors' bankruptcy
counsel.  Evercore Partners serves as financial advisors, and Alix
Partners and its subsidiary AP Services LLC, serves as
restructuring advisors.  AlixPartners' Kevin M. McShea acts as the
Debtors' Chief Restructuring Officer. Clifford Chance LLP serves
as restructuring advisors to the European entities.  Lyondell
Chemical estimated that consolidated assets total US$27.12 billion
and debts total US$19.34 billion as of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan (comprising $3.25 billion in
new loans and a $3.25 billion roll-up of existing loans) and a
$1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009 in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: District Court Dismisses ConocoPhillips' Appeal
------------------------------------------------------------------
Judge Richard M. Berman of the U.S. District Court for the
Southern District of New York dismissed on May 12, 2009, the
appeal taken by ConocoPhillips Company from the U.S. Bankruptcy
Court for the Southern District of New York's injunction order
dated February 26, 2009.

Pursuant to the Dismissal Order, each party is to bear its own
costs.  All rights are also reserved unto the parties, including
ConocoPhillips' right to assert a claim, including an
administrative expense claim, for damages for wrongful issuance of
injunctive relief, and Debtor Lyondell Chemical Company's right to
object the claims.

ConocoPhillips had asked the District Court to review whether the:

  -- the adversary proceeding commenced by Lyondell Chemical
     Company against Wachovia Bank, National Association et al.
     is a non-core matter, insofar as Lyondell's requests for
     injunctive relief do not seek to protect property of the
     Debtors' estates, with respect to which final orders may
     not be entered by the Bankruptcy Court absent the consent
     of all parties;

  -- the Bankruptcy Court erred as a matter of law in staying
     ConocoPhillips' foreign legal proceedings against the Non-
     Debtor guarantors;

  -- the Bankruptcy Court lacked subject matter jurisdiction, in
     personam jurisdiction, or both, to grant extra-territorial
     injunction enjoining ConocoPhillips and others from
     collection efforts in Luxembourg and the Netherlands
     against the Foreign Non-Debtor Affiliates;

  -- the Bankruptcy Court erred as a matter of law in
     determining that it has jurisdiction to enjoin foreign
     citizens and entities from initiating debt-collection
     proceedings against a non-debtor;

  -- the Bankruptcy Court erred as a matter of law in finding
     that Rule 65 of the Federal Rules of Civil Procedure
     affords substantive rights;

  -- the Bankruptcy Court's grant of extra-territorial
     injunctive relief in favor of the Foreign Non-Debtors is in
     conflict with the provisions of the Bankruptcy Code;

  -- the Bankruptcy Court erred as a matter of law and comity in
     exercising its jurisdiction in a manner which conflicts
     with foreign laws regarding creditor enforcement remedies
     against non-debtor foreign corporate entities located in
     foreign countries and the assets of entities situated
     in foreign countries;

  -- the Bankruptcy Court erred as a matter of law and comity in
     exercising its jurisdiction in a manner which conflicts
     with, and enjoins, active creditor enforcement proceedings
     currently pending before foreign tribunals in accordance
     with foreign laws regarding creditor enforcement remedies
     against non-debtor foreign corporate entities located in
     foreign countries and the assets of entities situated in
     foreign countries;

  -- the Bankruptcy Court erred as a matter of law in depriving
     ConocoPhillips of the benefits of its Attachments of
     accounts or receivables due to LyondellBasell Industries AF
     S.a.r.l. in the Netherlands and Luxembourg by denying
     ConocoPhillips the ability to enforce the Attachments;

  -- the Bankruptcy Court erred as a matter of law in failing to
     narrowly tailor the Injunction Order to minimize prejudice
     to innocent creditors;

  -- the Bankruptcy Court correctly applied the appropriate
     legal standards applicable to requests for preliminary
     injunctions;

  -- the Bankruptcy Court erred as a matter of law in exercising
     a judicial power reserved only to courts under Article III
     of the U.S. Constitution; and

  -- the Injunction Order constitutes the equivalent of final
     relief that permanently affects ConocoPhillips' rights,
     thus rendering the denial of access to review by an Article
     III Court a violation of the U.S. Constitution.

As reported by the Troubled Company Reporter on March 10, 2009,
the Bankruptcy Court granted the preliminary injunction sought by
Lyondell Chemical Company preventing certain creditors from
proceeding against its parent company, LyondellBasell Industries
AF S.C.A.  Judge Gerber enjoined the parties from commencing
involuntary insolvency proceedings in foreign countries -- against
LBI until April 27, 2009, or for a period of 60 days.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  About a year after
completing the merger, LyondellBasell Industries' U.S. operations
and one of its European holding companies -- Basell Germany
Holdings GmbH -- filed voluntary petitions to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to
facilitate a restructuring of the company's debts.  The case is In
re Lyondell Chemical Company, et al., Bankr. S.D. N.Y. Lead Case
No. 09-10023).  Seventy-nine Lyondell entities, including Equistar
Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals
Inc., and Wyatt Industries, Inc., filed for Chapter 11.    In May
2009, one of the cases was dismissed -- Case No. 09-10068 --
because it is duplicative of Case No. 09-10040 relating to Debtor
Glidden Latin America Holdings. The Hon. Robert E. Gerber presides
over the case.  Deryck A. Palmer, Esq., at Cadwalader, Wickersham
& Taft LLP, in New York, serves as the Debtors' bankruptcy
counsel.  Evercore Partners serves as financial advisors, and Alix
Partners and its subsidiary AP Services LLC, serves as
restructuring advisors.  AlixPartners' Kevin M. McShea acts as the
Debtors' Chief Restructuring Officer. Clifford Chance LLP serves
as restructuring advisors to the European entities.  Lyondell
Chemical estimated that consolidated assets total US$27.12 billion
and debts total US$19.34 billion as of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan (comprising $3.25 billion in
new loans and a $3.25 billion roll-up of existing loans) and a
$1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009 in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONS EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lyons Equipment Company, Inc.
        5445 NYS Route 353
        Little Valley, NY 14755

Bankruptcy Case No.: 09-12419

Chapter 11 Petition Date: May 28, 2009

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Debtor's Counsel: Marjorie A. Bialy, Esq.
                  Jaeckle Fleischmann & Mugel LLP
                  12 Fountain Plaza
                  Buffalo, NY 14202
                  Tel: (716) 856-0600
                  Fax: (716) 856-0432
                  Email: mbialy@jaeckle.com

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

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

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

          http://bankrupt.com/misc/nywb09-12419.pdf

The petition was signed by Michael Brummer, chief restructuring
officer of the Company.


MACH GEN: Moody's Raises Rating on First-Lien Facilities to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service upgraded MACH Gen LLC's rating on its
first lien credit facilities to Ba3 from B2.  The outlook is
stable.  This concludes the review for possible upgrade.

The rating action reflects the pay down of the first lien term
loan totaling $574 million, relatively low on going cash pay debt
service obligations, robust collateral coverage for the first lien
debt and strong liquidity given the $100 million WC facility plus
a six month debt service reserve.  The first lien credit
facilities also benefit from expiration of the first lien interest
rate swaps over the next few years and the expected cash
collateralization of the synthetic letter of credit facility and
up to $60 million of the working capital facility over time.  At
year-end 2008, approximately $20 million was drawn on the working
capital facility and $42.6 million of letters of credit were
issued under the synthetic letter of credit facility.

The rating also considers the $1.04 billion of second lien debt
that accretes over time, weak consolidated credit metrics,
improved but lower than expected availability at MACH Gen's
plants, negative net cash flow at New Harquahala, expiring energy
hedges in 2009 and likely compressed merchant cash flows due to a
drop in demand and natural gas prices.  The rating also
incorporates the sharing of the first lien security position with
the interest rate swap and energy hedge providers.

The stable outlook reflects the significant near term financial
flexibility given the repayment of the first lien term loan but
also the near term cash flow uncertainties given the expiration of
MACH Gen's hedges at the end of 2009 and the currently depressed
power market.

MACH Gen, LLC, is the parent holding company of three power
projects totaling 2,532 MW consisting of the 360 MW Millennium
plant in Massachusetts; the 1,080 MW Athens plant in New York; and
the 1,092 MW Harquahala plant in Arizona.  MACH Gen is indirectly
owned by a group of institutional investors.

The last rating action was on December 16, 2008, when MACH Gen was
placed under review for possible upgrade.


MANHATTAN TOWNHOMES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Manhattan Townhomes, LTD
        9341 Loma Vista Dr.
        Dallas, TX 75243

Bankruptcy Case No.: 09-41705

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
   Manhattan Apartments, LP                        09-41706

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Tom D. Jester, Jr., Esq.
                  Minor & Jester
                  P.O. Box 280
                  Denton, TX 76202
                  Tel: (940) 387-7585
                  Fax: (940) 387-5093
                  Email: minor.jester@verizon.net

                  Joseph M. Vacek, Esq.
                  Minor & Jester
                  P.O. Box 280
                  Denton, TX 76202
                  Tel: (940) 387-7585
                  Fax: (940) 387-5093
                  Email: minor.jester@verizon.net

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

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

The Company says it does not have unsecured creditors who are not
insiders when they filed their petition.  The petition was signed
by Rustown Homes LLC, general partner of the Company.


MARK ALAN CREWS: Case Summary & 22 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Mark Alan Crews
                  fdba Plum Crazy Plumbing, Inc.
                  fdba Plum Crazy Leasing, Inc.
                  dba PC Water
               Cindy Ann Crews
                  aka Cynthia Ann Crews
                  fdba Plum Crazy Plumbing, Inc.
                  fdba Plum Crazy Leasing, Inc.
                  dba PC Water
               5586 S. 248th Rd.
               Fair Grove, MO 65648

Bankruptcy Case No.: 09-61156

Chapter 11 Petition Date: May 28, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtors' Counsel: Raymond I. Plaster, Esq.
                  2032 E. Kearney, Ste. 201
                  Springfield, MO 65803
                  Tel: (417) 831-6900
                  Fax: (417) 831-6901
                  Email: riplaster@rip-pc.com

Total Assets: $563,963

Total Debts: $808,909

A full-text copy of the Debtors? petition, including a list of
their 22 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/mowb09-61156.pdf

The petition was signed by the Joint Debtors.


MASONITE INT'L: Court Confirms Prepackaged Chapter 11 Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
confirmed Masonite International Corp.'s prepackaged Chapter 11
case, Bloomberg's Bill Rochelle reports.

Masonite said in a statement that it will implement the
plan "within the next few weeks," assuming the Ontario
Superior Court of Justice approves the Canadian side of the
reorganization at a hearing today, according to the report.

As reported in the Troubled Company Reporter on April 23, 2009,
the Bankruptcy Court approved on April 17, 2009, the disclosure
statement explaining Masonite Corporation and its affiliated
debtors' Joint Chapter 11 Plan of Reorganization.

The Plan incorporates by reference a Canadian plan of arrangement
pursuant to the Canada Business Corporations Act.  By voting on
the Plan, creditors will be deemed to be voting on the CBCA Plan,
meaning that votes to accept or reject the Plan will be taken to
be a vote to accept or reject the CBCA Plan.

As reported in the Troubled Company Reporter on March 20, 2009,
on the Plan's Effective Date, the Reorganized Debtors will enter
into the New Term Loan consisting of a first lien secured term
credit facility in the maximum amount of $200,000,000, and secured
by first priority liens on and security interests on substantially
all of the assets of the Reorganized Debtors.  The New Term Loan
will have a maturity date of December 31, 2013.

On the Plan's Effective Date, the Reorganized Debtors will enter
into the New PlK Loan consisting of a second lien secured term
facility in an amount equal to or greater than $100 million plus
$200 million less the amount of New Term Loan actually issued.
The New PIK Loan will be secured by second priority liens upon
and security interests on substantially all of the assets of the
Reorganized Debtors.  The New PIK Loan will have a maturity date
of December 31, 2015.

Upon confirmation, the Reorganized Debtors will issue the New
Common Stock, including options, or other equity awards, if any,
reserved for the Management Equity Incentive Plan, by New
Masonite Holdings.  An unlimited number of common shares will be
authorized under the New Certificate of Incorporation of New
Masonite Holdings.  On the Plan's Effective Date, an initial
number of shares of New Common Stock will be issued and
distributed to:

  -- Holders of Claims in Class 2; and
  -- Holders of Claims in Class 4.

A full-text copy of the Prepackaged Plan is available for free
at http://bankrupt.com/misc/masonite_plan.pdf

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/masonite_ds.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: Ontario Court Okays Canadian Plan of Arrangement
----------------------------------------------------------------
The Ontario Superior Court of Justice issued an order recognizing
and implementing in Canada the May 29, 2009 confirmation by the
U.S. Bankruptcy Court in Wilmington, Delaware, of Masonite
International Inc.'s Plan of Reorganization and approving the
Canadian corporate plan of arrangement (the CBCA Plan).  Masonite
expects to emerge from Chapter 11 of the U.S. Bankruptcy Code and
Companies' Creditors Arrangement Act (CCAA) protection in Canada
within the next few weeks.

The Company previously announced that both Masonite's term lenders
and bondholders voted overwhelmingly in support of the Plan and
the CBCA Plan, with 100% of the senior secured debt
(US$1.4 billion, 161 term lenders) and 99.99% of the bondholders
(US$665 million, 101 bondholders) of those voting on the Plan and
the CBCA Plan voting to accept them.  In a show of further support
for the Company's Plan and CBCA Plan, the term lenders chose to
convert 99% of their holdings to equity, which means that Masonite
will emerge from this process with less than approximately
US$11.3 million of long-term debt on its balance sheet.

Masonite also reported that it had more than US$163 million in
cash-on-hand at the end of the first quarter of 2009 and expects
to close on an Asset-Backed, Revolving Line of Credit facility of
up to US$150 million shortly after emergence.

As previously announced, Masonite's Plan and CBCA Plan will become
effective, and the Company will exit bankruptcy protection, as
soon as all closing conditions to the Plan and the CBCA Plan have
been met.

"These orders by the Ontario Superior Court of Justice and the
U.S. Bankruptcy Court mark the final stages of Masonite's
restructuring, and we should expect to emerge from Chapter 11 and
CCAA protection in just a few weeks," said Fred Lynch, President
and Chief Executive Officer of Masonite.  "As a result of this
restructuring and the continued focus on our strategy, Masonite
will emerge from this process a stronger, more competitive, more
capable company.  We want to thank our agent, The Bank of Nova
Scotia, and our creditors for their strong endorsement of our Plan
of Reorganization, which we believe will provide us with the
financial flexibility to not only weather this downturn, but to
also take advantage of new growth opportunities as the markets
rebound.  That's good for the Company, our employees, customers
and all of our business partners."

On March 16, 2009, the Company and several affiliated companies,
including Masonite International Corporation, voluntarily filed to
reorganize under the CCAA in Canada in the Ontario Superior Court
of Justice.  In addition, Masonite International Corporation,
Masonite Corporation and all of its U.S. subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court in Wilmington,
Delaware.

                  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)


MCI INVESTMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: MCI Investment Group, Inc
        2615 Fruitland Avenue
        Los Angeles, CA 90058

Bankruptcy Case No.: 09-23106

Chapter 11 Petition Date: May 27, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Dionne M. Marucchi, Esq.
                  Law Office of Dionne M Marucchi
                  9829 Carmenita Rd, Ste.H
                  Whittier, CA 90605
                  Tel: (562) 445-8030
                  Fax: (626) 444-8695
                  Email: dionnemateos@gmail.com

Total Assets: $3,538,000

Total Debts: $3,088,078

The Company says it does not have unsecured creditors who are not
insiders when they filed their petition.  The petition was signed
by Martin Anaya, president and secretary of the Company.


MCNA CABLE: S&P Changes Outlook to Stable; Affirms 'B' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
MCNA Cable Holdings LLC to stable from negative.  At the same
time, S&P affirmed the ratings on MCNA and its San Juan, Puerto
Rico-based cable TV subsidiary San Juan Cable LLC, including its
'B' corporate credit rating.  At March 31, 2009, the company had
totaled funded debt of $465.6 million outstanding.

"The revision in outlook reflects the alleviation in our concern
about the company's near-term liquidity due to its EBITDA growth
over the last 12 to 15 months," said Standard & Poor's credit
analyst Catherine Cosentino, "which has enabled it to meet its
tightening senior leverage test under its first-lien credit
facilities."  This covenant requires the company to maintain
maximum senior leverage of no more than 4.50x beginning March 31,
2009, which is a step down from the 5.25x previous cap.  At the
current $60 million annualized consolidated EBITDA run rate as of
the first quarter of 2009, the company will be able to meet the
covenant through at least 2009.  "Beyond 2009, the company will
have to experience some additional EBITDA growth to continue to
meet this covenant when it tightens further in the first quarter
of 2010 to 4x," added Ms. Cosentino.


MELENDEZ CONCRETE: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Melendez Concrete Inc.
        506 Rio Rancho Blvd. NE
        Rio Rancho, NM 87124

Bankruptcy Case No.: 09-12334

Chapter 11 Petition Date: May 29, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: Daniel J. Behles, Esq.
                  Cuddy & McCarthy, LLP
                  7770 Jefferson NE, Suite 305
                  Albuquerque, NM 87109
                  Tel: (505) 888-1335
                  Fax: (505) 888-1369
                  Email: dan@behles.com

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

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

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

          http://bankrupt.com/misc/nmb09-12334.pdf

The petition was signed by Miguel Melendez, secretary of the
Company.


METALDYNE CORP: Secures Court Okay to Access New Credit Facility
----------------------------------------------------------------
Metaldyne Corp. has received court approval on its interim debtor-
in-possession financing motion which allows the Company to access
$18.5 million in new funding from Deutsche Bank AG through funding
commitments of certain Metaldyne customers.  The DIP credit
facility will be used for the company's normal working capital
requirements, including supplier payments, employee wages and
benefits, utility and lease payments, and other operating expenses
during the reorganization process.

Metaldyne expects this financing facility will provide it with
sufficient funding to complete the expedited sale of a significant
portion of its assets.

As part of its Chapter 11 filing Metaldyne announced that RHJ
International and The Carlyle Group, two well-respected private
equity firms, have separately submitted letters of intent to
purchase different portions of Metaldyne assets.  RHJI has a
majority stake in Asahi Tec, Metaldyne's parent company.  RHJI has
expressed interest in many of Metaldyne's powertrain related
operations, including certain assets in its Sintered Products,
Vibration Controls, European Components and Powertrain Products
divisions.

Under the bankruptcy sale process, the proposed transactions are
subject to execution of definitive purchase agreements, court
approval and other customary conditions.  Interested parties will
have an opportunity to submit higher and better offers for
Metaldyne's assets.

Metaldyne's restructuring plan has met with approval from many of
its customers.

"Metaldyne is an important supplier to GM," said Bo Andersson, GM
group vice president for Global Purchasing and Supply Chain.  "We
fully support Metaldyne's restructuring efforts."

In addition to the approval of the interim DIP Financing, the
Honorable Judge Glenn of the U.S. Bankruptcy Court for the
Southern District of New York also approved the balance of the
"First-Day Motions" that Metaldyne filed as part of its filings
for reorganization under Chapter 11 of the U.S. Bankruptcy Code.

"I am pleased that the Court approved all of our First Day
Motions, including our interim DIP Financing motion," said Thomas
A. Amato, chairman, president and CEO.  "This was an important
first step in our plan towards restructuring Metaldyne by
divesting the company into primarily two new companies, one
powertrain-focused and one chassis-focused."

                   About Metaldyne Corporation

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japanbased chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a leading global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain and chassis applications including engine,
transmission/transfer case, wheel end, and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.

On January 11, 2007, in connection with a plan of merger, Asahi
Tee Corporation in Japan acquired the shares of Metaldyne.  On the
same date, Asahi Tee contributed those shares to Metaldyne
Holdings, and Asahi Tee thereby became the indirect parent of
Metaldyne and its other units.  RHJ International S.A. of Belgium
now holds approximately 60.1% of the outstanding capital stock of
Asahi Tec.

The Company own 23 different properties, including 14 domestic
manufacturing facilities in six states, and more than 10
manufacturing facilities North America, Europe, South America and
Asia.

For the fiscal year ended March 29, 2009, the company recorded
annual revenues of approximately $1.32 billion.  As of March 29,
2009, utilizing book values, the company had assets of
approximately $977 million and liabilities of $927 million.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S. D. NY Lead Case No. 09-13412).  Richard H. Engman,
Esq., at Jones Day represents the Debtors in their restructuring
efforts.  The Debtors propose to hire Judy A. O'Neill, Esq., at
Foley & Lardner LLP as conflicts counsel; Lazard Freres & Co. LLC
and AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  The Debtors have assets and debts both ranging from
$500 million to $100 million.


NATIONAL CENTURY: Lawsuit Against Shareholders to Proceed
---------------------------------------------------------
WestLaw reports that the in pari delicto doctrine did not bar an
unencumbered assets trust, which received all of the unencumbered
assets of the corporate debtor and its subsidiaries, from suing
the debtor's shareholders for their alleged looting of the
subsidiaries' assets and their alleged breaches of fiduciary
duties owed to the subsidiaries.  In re National Century Financial
Enterprises, Inc., Inv. Litigation, --- F.Supp.2d ----, 2009 WL
1322391 (S.D. Ohio).

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NORTHFIELD LABORATORIES: Files for Ch 11 Bankruptcy Protection
--------------------------------------------------------------
Francine Knowles at Chicago Sun-Times reports that Northfield
Laboratories has filed for Chapter 11 bankruptcy protection.

According to Sun-Times, Northfield Laboratories shut down its
operations and laid off its employees at its manufacturing plant
in Mount Prospect and its headquarters in May 2009.  Northfield
Laboratories said in a statement, "The decision to file was made
after an exhaustive review of alternative options and is seen as
the most favorable means for the company to continue its wind down
process and liquidate its remaining assets for the benefit of its
creditors and other parties."

Sun-Times relates that the U.S. Food and Drug Administration had
rejected PolyHeme, saying that the product placed trauma patients
at higher risk of "significant adverse events."

Headquartered in Evanston, Illinois, Northfield Laboratories Inc.
(NASDAQ:NFLD) -- http://www.northfieldlabs.com/-- develops
oxygen-carrying red blood cell to patients with low hemoglobin
level.


NOVA BIOSOURCE: Richard Talley Resigns as COO and Other Positions
-----------------------------------------------------------------
Nova Biosource Fuels, Inc., disclosed in a filing with the
Securities and Exchange Commission that Richard Talley resigned as
chief operating officer and from all other positions of the
Company and its subsidiaries.

Nova Biosource Fuels, Inc. -- http://www.novabiosource.com-- is
an energy company that refines and markets ASTM D6751 quality
biodiesel and related co-products through the deployment of its
proprietary, patented process technology, which enables the use of
a broader range of lower cost feedstocks.  Nova owns two biodiesel
refineries: one in Seneca, Illinois with a nameplate capacity of
60 million gallons per year and one in Clinton, Iowa with a
nameplate capacity of 10 million gallons per year.

As reported in the Troubled Company Reporter on April 1, 2009,
Nova Biosource Fuels, Inc., and certain of its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.


NW ACQUISITIONS: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: NW Acquisitions & Development LLC
          aka Pebble Creek Village Condominiums, Condo
          aka Pebble Creek Apartments
        PO Box 2309
        Vancouver, WA 98668-2309

Bankruptcy Case No.: 09-43793

Chapter 11 Petition Date: May 28, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Patrick H. Brick, Esq.
                  500 Union St., Ste 500
                  Seattle, WA 98101
                  Tel: (206) 282-8644
                  Email: bricklaw@msn.com

Total Assets: $4,407,478

Total Debts: $4,128,950

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

          http://bankrupt.com/misc/wawb09-43793.pdf

The petition was signed by Sean Walter, managing member of the
Company.


OLLY'S RETAIL: Files for Chapter 11 in Manhattan Court
------------------------------------------------------
Bloomberg's Bill Rochelle reports that Olly's Retail U.S.A. Inc.,
a retailer of children's and women's apparel under the name
Oilily, has filed for Chapter 11 protection with the U.S.
Bankruptcy Court for the Southern District of New York.

According to the report, the Company closed 8 locations before
filing for bankruptcy.  The Company sells apparel designed and
manufactured by its Dutch parent Oilily BV, which filed for
bankruptcy in Holland in April.

According to court documents, Olly's Retail has asked for court
approval to end the leases for eight of 33 stores.

Olly's Retail, court documents state, was paying monthly base rent
of $39,062 for its high-profile space on the first floor of the
vertical mall at North Bridge.  Samantha Sleevi and Thomas A.
Corfman at Crain's Chicago Business relate that on an annual
basis, the base rent was $360 a square foot based on an estimated
measurement of 1,300 square feet.

Olly's listed assets of $1 million to $10 million and debts of
$10 million to $0 million.

The case is In re Olly's Retail, 09-13464, U.S.
Bankruptcy Court, Southern District New York (Manhattan).

Chicago-based Olly's Retail U.S.A. is a women's and children's
specialty store chain known for its colorful clothing and bright
patterns.


OLLY'S RETAIL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Olly's Retail U.S.A., Inc.
           fdba Oilily
        465 West Broadway
        New York, NY 10012

Bankruptcy Case No.: 09-13464

Chapter 11 Petition Date: May 28, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtor's Counsel: Marilyn Simon, Esq.
                  Marilyn Simon & Associates
                  110 East 59th Street, 23rd Floor
                  New York, NY 10022
                  Tel: (212) 759-7909
                  Fax: (212) 759-7690
                  Email: msimon@msimonassoc.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at: http://bankrupt.com/misc/nysb09-13464.pdf

The petition was signed by Jeroen Felix Maria Bik, chief
restructuring officer of the Company.


OWENS ILLINOIS: Fitch Affirms Issuer Default Rating at 'BB'
-----------------------------------------------------------
Fitch Ratings has affirmed Owens Illinois Inc.'s Issuer Default
Rating and debt ratings:

Owens-Illinois, Inc.:

  -- IDR at 'BB';
  -- Senior unsecured notes at 'BB-'.

Owens Brockway Glass Container Inc.

  -- IDR at 'BB';
  -- Senior secured credit facilities at 'BBB-';
  -- Senior unsecured notes at 'BB+'.

OI European Group, B.V.

  -- Senior secured credit facility at 'BBB-';
  -- Senior unsecured notes to 'BB+'.

Approximately $3.2 billion of debt is covered by the ratings. The
Rating Outlook is Stable.

Owens-Illinois Inc.'s 'BB' IDR and Stable Rating Outlook are
supported by the company's good financial flexibility, leading
global market positions, its strengthened credit profile, improved
cost structure and price discipline, technology leadership and
long-term customer relationships with large, stable customers.
Importantly, for the past 18 months, Owens has been aggressive in
its footprint rationalization to reduce fixed costs by improving
its asset utilization and resulting profitability.  In 2008, the
company announced capacity reductions of 10 furnaces.  The legacy
overcapacity was primarily due to past acquisitions and improved
productivity.  Consequently, Owens is in a much better cost
position to manage the macroeconomic downturn, which led to a
decline in volume of 15% during the first quarter of 2009.  The
company has indicated a potential for a reduction of 10 to 15 more
furnaces in its second phase of the footprint review including
three announced in Europe during the first quarter of 2009.

Rating concerns include the limited visibility on the business
outlook, reduced global demand affecting volume and profitability,
a substantial portion of sales being derived from mature markets,
growing pension liability, and to a lesser extent, asbestos
liabilities, which have declined from past levels.  Volume
improvements are essential for the company to meet free cash flow
expectations for full-year 2009 as Owens believes the industry
experienced a trough in the first quarter, and the company expects
a slightly greater sequential increase than normal for volume in
the second quarter.  However, with limited visibility and weak
market demand, expectations for 2009 are still highly uncertain.

Owens' liquidity is solid at approximately $1 billion for the end
of first-quarter 2009, which consists of $642 million of
availability under its $900 million senior secured first lien
revolving credit facility due June 2012 and $362 million of cash.
In addition, the company recently completed a debt offering in
early May for $600 million and has other sources of liquidity
including an accounts receivable securitization.  Consequently,
Owens has fully addressed refinancing requirements for 2010 as the
company has tendered for the $250 million of notes due next year.
Amortization of Owens' bank debt has been prepaid through December
2010 and no quarterly payments will be required until 2011.  While
FCF was approximately $345 million in 2008, FCF levels for 2009
are expected to be substantially lower as a result of
approximately $200 million of cash restructuring payments
primarily due to severance and capital spending related to the
restructurings.  Higher cash taxes and pension payments will
largely offset lower net cash interest costs and asbestos
payments.  For 2010, Fitch expects continued pressure on FCF from
restructuring related expenses, but costs should be less.

Similar to many other companies in 2008, Owens' total pension
deficit increased considerably, to an approximate deficit of
$729 million on a global obligation of $3.4 billion compared with
a surplus of $267 million in 2007.  Owens expects 2009
contributions will approximate $75 million to $80 million,
compared to 2007 contributions of approximately $60 million.  The
company does not currently anticipate making any required
contributions to its U.S. pension plans in 2009 or 2010.
Currently Owens assumes only a modest increase in contributions to
the non-U.S. plans in 2010.  Depending on many assumptions and
impacts from market volatility, this obligation could continue to
grow over time and consume a larger percentage of FCF.


PATRICK DAVIS: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Patrick Davis
               Valnell Davis
               4517 West Virginia Avenue
               Phoenix, AZ 85035

Bankruptcy Case No.: 09-11550

Chapter 11 Petition Date: May 27, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtors' Counsel: John N. Skiba, Esq.
                  Jackson White, P.C.
                  40 North Center Street, Suite 200
                  Mesa, AZ 85201
                  Tel: (480) 464-1111
                  Fax: (480) 464-5692
                  Email: jskiba@jacksonwhitelaw.com

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

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

A full-text copy of the Debtors? petition, including a list of
their 10 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/azb09-11550.pdf

The petition was signed by the Joint Debtors.


PAUL F. RHOADS: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Paul F. Rhoads
        19514 Indigo Lake Drive
        Magnolia, TX 77355

Bankruptcy Case No.: 09-33788

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Debtor's Counsel: Thomas Baker Greene, III, Esq.
                  Kajander & Greene
                  17 S Briar Hollow Lane, Ste 302
                  Houston, TX 77027
                  Tel: (713) 963-9400
                  Fax: (713) 963-9401
                  Email: tbgreeneiii@msn.com

Total Assets: $2,296,485

Total Debts: $1,462,661

A full-text copy of Mr. Rhoads' petition, including a list of his
10 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/txsb09-33788.pdf

The petition was signed by Mr. Rhoads.


PAUL SANDNER: U.S. Trustee Sets Meeting of Creditors for June 18
----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Paul Sandner Moller's Chapter 11 case on June 18, 2009, at
10:30 a.m.  The meeting will be held at the Office of the U.S.
Trustee, 501 I Street, Suite 7-500, Sacramento, California.

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

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

Dixon, California-based Paul Sandner Moller filed for Chapter 11
protection on May 18, 2009, (Bankr. E. D. Calif. Case No.:
09-29936) William S. Bernheim, Esq., represents the Debtor in its
restructuring efforts.  The Debtor listed total assets of
$46,216,994 and debts of $6,276,408.


PENINSULA CLEAR: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Peninsula Clear Lake Texas, L.P.
        13806 Lilac View Court
        Houston, TX 77584

Bankruptcy Case No.: 09-33906

Description: The company is a single asset real estate debtor.

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Erin E. Jones, Esq.
                  Barron Newburger Sinsley PLLC
                  5718 Westheimer, Ste. 1500
                  Houston, TX 77057
                  Tel: (713) 335-0141
                  Fax: 713-335-0150
                  Email: ejones@bnswlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Cullum Heard                          Loan              $75,000
11322 Piping Rock Lane
Houston, Texas 77077

Element Gardens                  Goods & Services       $52,000
PO BOX 7675
Houston, Texas 77270

Linco Construction Co.           Goods & Services       $33,125
15490 Voss Road
Sugar Land, Texas 77478

Diamond McCarthy, LLP                Services           $30,000

ShelMark Engineering             Goods & Services       $26,000

Sandow Media Corp.               Goods & Services       $20,939

Brandon International, Inc.      Goods & Services       $16,000

Boyar & Miller, PC                   Services            $4,879

Texas General Land Office        Goods & Services        $4,862

Post Oak Publishing, Inc.        Goods & Services        $3,880

Geo-Surv                         Goods & Services        $3,500

Barry Electric                   Goods & Services        $1,820

Coastal Testing Labs, Inc.       Goods & Services        $1,042

The petition was signed by Richard P. Browne, Managing Partner of
the company.


PURNELL INVESTMENTS: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Purnell Investments, LLC
        1465 Loch Lomond Trail, S.W.
        Atlanta, GA 30331

Bankruptcy Case No.: 09-74126

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Leon S. Jones, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: ljones@joneswalden.com

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

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

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

          http://bankrupt.com/misc/ganb09-74126.pdf

The petition was signed by Tony Bryant, president of the Company.


REAL-TEK: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Real-Tek, L.P.
        6101 Southwest Freeway, Ste 115
        Houston, TX 77057

Bankruptcy Case No.: 09-33813

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: David L. Elmers, Esq.
                  5906 Valley Forge Drive
                  Houston, TX 77057
                  Tel: (713) 952-9161
                  Email: delmershou@hotmail.com

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

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

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

The petition was signed by Steven Pontbriand, general partner of
the Company.


REDLE PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Redle Properties, LLC
        2869 Hilton Circle
        Kennesaw, GA 30152

Bankruptcy Case No.: 09-74141

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Reece Marr, Esq.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  Email: pmarr@mindspring.com

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

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

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

          http://bankrupt.com/misc/ganb09-74141.pdf

The petition was signed by Alva G. Elder, manager of the Company.


RH DONNELLEY: Receives Court Approval of First Day Motions
----------------------------------------------------------
R.H. Donnelley has received court authority to continue business
operations without interruption.

Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington,
Del., granted the company authority to access more than $300
million of its available cash to ensure continued supply of
products to its more than 500,000 customers nationwide.

"The relief granted yesterday ensures R.H. Donnelley can continue
business as usual as we take steps to restructure the company's
balance sheet and place R.H. Donnelley on a more solid financial
foundation," said David C. Swanson, chairman and CEO of R.H.
Donnelley. "All of our customers will continue to receive the
premier products and service they deserve, and our suppliers will
continue to have a strong business partner."

Judge Gross also granted other customary "first day hearing"
requests, including motions to continue paying employee wages and
benefits and to honor obligations to the company's customers.

R.H. Donnelley and its subsidiaries on May 28, 2009, filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in order to consummate a balance sheet
restructuring.  The company has reached an agreement in principle,
with key creditor constituencies on the terms of a plan of
reorganization that proposes to reduce debt by approximately $6.4
billion, eliminate approximately $500 million in annual interest
expense and extend the company's bank maturities out to 2014.
More information about R.H. Donnelley's restructuring is available
at www.rhd.com. Additionally, the company has set up a toll-free
restructuring hotline at 866-889-6193.

                       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.

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 March 31, 2009, the Company had $929,829,000 in total assets
and $1,023,526,000 in total liabilities, resulting in $93,697,000
in total shareholders' deficit.

R.H. Donnelley Corp. and 19 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11833
through 09-11852) after missing a $55 million interest payment on
its senior unsecured notes due April 15.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.

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


RH DONNELLEY: Gets Interim Court Okay to Use Cash Collateral
------------------------------------------------------------
Before their bankruptcy filing, R.H. Donnelley Corporation and its
debtor affiliates funded their operations through, among other
things, senior secured term loans and revolving credit
facilities.  Debtors R.H. Donnelley, Inc., Dex Media East, Inc.,
and Dex Media West, Inc., are borrowers under separate
prepetition senior secured credit facilities.  Approximately
$3.64 million of prepetition secured debt was outstanding as of
the Petition Date.

The company's Prepetition Secured Debt is made of up:

Borrower                       Admin. Agent      Loan Amount
--------                       ------------      -----------
R.H. Donnelley Corporation     Deutsche Bank     $1.4 billion
and R.D. Donnelley, Inc.       Trust Company
                                Americas

Dex Media East LLC             JPMorgan Chase     1.1 billion
                                Bank, N.A.

Dex Media West LLC             JPMorgan Chase     1.1 billion
                                Bank, N.A.

The Operating Debtors, according to their proposed counsel, James
F. Conlan, Esq., at Sidley Austin, LLP, in Chicago, Illinois,
have an immediate and critical need to use the cash collateral
securing their prepetition indebtedness to preserve and protect
the value of their estates.  The Operating Debtors will require
use of the Cash Collateral to conduct their day-to-day operations
and to, among others, pay salaries, wages and benefits to, or on
behalf of, their employees, make payments to their vendors, and
pay various overhead expenses and ongoing administrative expenses
during the course of the Chapter 11 cases.

Mr. Conlan says the Debtors and the Administrative Agents for the
prepetition credit facilities have negotiated at arm's-length and
in good faith regarding the Operating Debtors' continued use of
the applicable Operating Debtors' Cash Collateral.  As a result
of those negotiations, the Debtors and the Administrative Agents
have reached an agreement on the terms of the Operating Debtors'
continued use of the Cash Collateral and the adequate protection
packages that the applicable Administrative Agents and the
Lenders will receive.

In light of that, the Debtors sought and obtained interim
authority from Judge Kevin Gross of the U.S. District Court for
the District of Delaware to use the Cash Collateral and grant
adequate protection to the Administrative Agents and Lenders
pursuant to Section 363 of the Bankruptcy Code.

The Operating Debtors will only use the Cash Collateral pursuant
to a 13-week budget setting forth projected cash disbursements
and receipts on a line item and weekly basis.  No later than 20
days prior to the expiration of the current Budget, the Operating
Debtors will submit for each of the Administrative Agent's review
and approval a supplemental budget for the 13-week period
starting on the first Monday following the expiration of the
current Budget, a full-text copy of which is available for free
at http://bankrupt.com/misc/rhd_13weekbudget.pdf

In consideration for their consent to the Debtors' continued use
of the Cash Collateral, each of the Administrative Agent will
received:

  (a) a superpriority administrative expense claim under
      Section 507(b); and

  (b) valid, binding, continuing, enforceable, fully-protected,
      non-avoidable first priority replacement liens on and
      security interests in all of the RHDI Collateral and any
      unencumbered property of the RHDI Operating Debtors.

Each of the RDHI Administrative Agent and Lenders, the DME
Administrative Agent and Lenders, and the DMW Administrative
Agent and Lenders will be entitled to:

  -- the payment of any unpaid prepetition interest, fees, and
     costs in accordance with each of the RHDI, DME and DMW
     Credit Agreements;

  -- the current payment of accrued but unpaid interest as and
     when due and payable under the Prepetition Credit
     Agreements;

  -- all mandatory prepayments and scheduled amortization
     payments on the date those payments become due in
     accordance with the Prepetition Credit Agreements; and

  -- the current payment of (a) the reasonable fees and expenses
     of legal counsel or other professionals hired by or on
     behalf of the Administrative Agents and (b) all reasonable
     out-of-pocket expenses of each of the members of each of
     the informal steering committee of the Prepetition Lenders
     incurred in connection with their participation in the
     Steering Committees.

The proposed Adequate Protection Packages are subject to the
Carve-Out, which means:

  -- the statutory fees required to be paid to the Clerk of the
     Bankruptcy Court and to the Office of the U.S. Trustee for
     the District of Delaware under Section 1930(a) of Title 28
     of the U.S. Code plus interest at the statutory rate;

  -- the fees and expenses up to $250,000 incurred by a trustee
     of the Operating Debtors under Section 726(b) of the
     Bankruptcy Code; and

  -- payment of the accrued and unpaid professional fees and
     expenses of the Debtors and any statutory committees
     appointed in the Operating Debtors' bankruptcy cases in an
     aggregate amount not exceeding $2 million provided that the
     Carve Out will not be used to pay professional fees and
     expenses incurred in connection with the initiation of any
     claims or litigation against the Administrative Agents and
     Lenders.

As further additional adequate protection, the Operating Debtors
will permit their Consolidated EBITDA measured on a cumulative
basis from the Petition Date to be less than the amount specified
in http://bankrupt.com/misc/rhd_ebitda.pdf

The Operating Debtors' right to use the Cash Collateral will
automatically terminate without further notice or court
proceedings on the earliest of (i) January 31, 2010, (ii) 40 days
after the Petition Date if the Final Order has not been entered
by the Court on or before that date, (iii) either a determination
by the Court or a written acknowledgment by the Operating Debtors
that any of the Termination Events has occurred and is
continuing.

The Termination Events include, among others:

  (a) failure of the Operating Debtors to make any payment to
      the Administrative Agent or the Lenders within five days
      after payment becomes due;

  (b) failure of the Operating Debtors to comply with any
      material provision of the Interim Order or comply with any
      other covenant or agreement specified in the Interim
      Order;

  (c) failure of the Operating Debtors to maintain Consolidated
      EBITDA in an amount equal to or greater than the amount
      specified in the schedule;

  (d) any of the cases will be dismissed or converted to a
      Chapter 7 case; or

  (e) the Court will enter an order granting relief from the
      automatic stay to the holder of any equity security
      interest to permit foreclosure on any assets of the
      Operating Debtors that have an aggregate value in excess
      of $2,500,000.

Judge Gross will convene a hearing on June 25, 2009, at 9:30 a.m.
to consider final approval of the cash collateral motion.
Objections must be filed on or before June 18.

                       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.

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 March 31, 2009, the Company had $929,829,000 in total assets
and $1,023,526,000 in total liabilities, resulting in $93,697,000
in total shareholders' deficit.

R.H. Donnelley Corp. and 19 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11833
through 09-11852) after missing a $55 million interest payment on
its senior unsecured notes due April 15.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.

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


RH DONNELLEY: Court Okays Retention of Garden City as Claims Agent
------------------------------------------------------------------
R.H. Donnelley Corp. and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Garden City Group to act as claims, noticing,
and balloting agent effective as of their Petition Date.

Proposed counsel for the Debtors, James F. Conlan, Esq., at
Sidley Austin LLP, in Chicago, Illinois, relates that the Debtors
have more than 200 potential creditors, which makes it
impractical for the Debtors to undertake the task of sending
notices to creditors and other parties-in-interest without
assistance.  Accordingly, he submits, appointment of a claims and
noticing agent is the most effective and efficient manner by
which to give notice and provide claims reconciliation and
solicitation services in the Debtors' Chapter 11 cases.

Based on Garden City's considerable experience, the Debtors
believe that the firm is eminently qualified to serve as the
Debtors' Claims and Noticing Agent.  Garden City has assisted in
other large Chapter 11 cases, like Jancor Cos., Inc., Comfort
Co., Inc., DG Liquidation Corp., Supplements LT, Inc., ProRhythm,
Inc., S-Tran Holdings, Inc., Flintkote Co., Factory 2-U Stores,
Inc., Magnatrax Corp., HQ Global Holdings, Inc., Ameripol Synpol
Corp., ACandS, Inc., and Federal Mogul Global, Inc.

As the Debtors' Claims and Noticing Agent, Garden City will:

  a. notify all potential creditors of the filing of the
     bankruptcy petitions, of the setting of the first meeting
     of creditors pursuant to Section 341(a) of the Bankruptcy
     Code, and of the existence and amount of their respective
     claims; and furnishing such other notices as may from time
     to time be required;

  b. provide administrative assistance in the preparation of
     the Debtors' Schedules of Assets and Liabilities and
     Statements of Financial Affairs, if requested, and
     maintain an official copy of the Debtors' schedules,
     listing the Debtors' known creditors and amounts owed
     thereto;

  c. file with the Clerk of the Bankruptcy Court the necessary
     affidavits or certificates of service with all relevant
     documentation;

  d. docket all claims filed in the bankruptcy cases and
     maintain the official claims register unless otherwise
     directed; and perform other like services as needed;

  e. 30 days before the close of the Debtors' Chapter 11 cases,
     submit an order dismissing Garden City as the Claims
     and Noticing Agent and terminating the services of GCG as
     the Claims and Noticing Agent upon completion of its duties
     and responsibilities and upon the closing of the bankruptcy
     cases; and

  f. at the close of the Chapter 11 cases, box and transport all
     original documents, in proper format, to the Clerk's
     office.

The Debtors will pay Garden City its fees outlined in a pricing
schedule that has been supplied to the Debtors and a $75,000
retainer.  In addition, the Debtors will reimburse Garden City
for all documented out-of-pocket expenses reasonably incurred by
Garden City in connection with the performance of the Services.

The Debtors will also indemnify and hold harmless Garden City and
its directors and employees against any losses incurred by the
Garden City arising out of any gross negligence or willful
misconduct by the Debtors and their employees or representatives.

Jeffrey S. Stein, a vice president of Garden City, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and holds no
interests adverse to that of the Debtors.

Garden City performed certain professional services for the
Debtors but the Debtors do not owe any amount for services
performed or expenses incurred before the Petition Date.  The
Debtors have made a $75,000 advance payment to Garden City, which
was applied to Garden City's invoice for services rendered and
expenses incurred before the Petition Date.  To the extent that
any portion of the Retainer remains, the amount will be applied
against Garden City's current invoices for postpetition fees and
expenses.

                       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.

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 March 31, 2009, the Company had $929,829,000 in total assets
and $1,023,526,000 in total liabilities, resulting in $93,697,000
in total shareholders' deficit.

R.H. Donnelley Corp. and 19 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11833
through 09-11852) after missing a $55 million interest payment on
its senior unsecured notes due April 15.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.

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


ROGER S. WALKER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Roger S. Walker
                  dba K.R.W. Inc of Marion
                  fdba Hideout Steak House
                  fdba Prime Development
                  dba TSL Properties
               Kimberly L. Walker
               PO Box 1847
               Marion, IL 62959

Bankruptcy Case No.: 09-40935

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Southern District of Illinois (Benton)

Judge: Kenneth J. Meyers

Debtors' Counsel: Bradley P. Olson, Esq.
                  144 S Division
                  Carterville, IL 62918
                  Tel: (618) 985-5262
                  Fax: (618) 985-5962
                  Email: bradolson@bradolsonlaw.com

Total Assets: $1,587,518

Total Debts: $2,157,898

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

      http://bankrupt.com/misc/ilsb09-40935.pdf

The petition was signed by the Joint Debtors.


RUED INC: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Rued Inc.
        PO Box 2380
        Guaynabo, PR 00970-2380

Bankruptcy Case No.: 09-04481

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Ruben Gonzalez Marrero, Esq.
                  Pmb 403
                  Calle 39 Uu-1
                  Urb Sta Juanita
                  Bayamon, PR 00956
                  Tel: (787) 798-8600
                  Email: rgm@microjuris.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/prb09-04481.pdf

The petition was signed by Osvaldo Kratsman, president of the
Company.


SAN ANTONIO JOSEPH'S: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: San Antonio Joseph's Storehouse, LLC
        2931 South WW White Road
        San Antonio, TX 78222

Bankruptcy Case No.: 09-52054

Description: The company is a single asset real estate debtor.

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Debtor's Counsel: William B. Kingman, Esq.
                  4040 Broadway, Suite 450
                  San Antonio, TX 78209
                  Tel: (210) 829-1199
                  Email: bkingman@kingmanlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor does not have any creditors who are not insiders.

The petition was signed by Joe G. Morales, sole member of the
company.


SAUNDERS MFG.: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Saunders Mfg. Co., Inc.
        65 Nickerson Hill Road
        Readfield, ME 04355

Bankruptcy Case No.: 09-10718

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Maine (Bangor)

Debtor's Counsel: George J. Marcus, Esq.
                  Marcus, Clegg & Mistretta, PA
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000
                  Email: bankruptcy@mcm-law.com

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

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

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

The petition was signed by John Rosmarin, president of the
Company.


SCOTT ORTHOTIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Scott Orthotic Labs, Inc.
        1829 East Mulberry Street
        Fort Collins, CO 80524

Bankruptcy Case No.: 09-20612

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: F. Kelly Smith, Esq.
                  216 16th St., Ste. 1210
                  Denver, CO 80202
                  Tel: (303) 592-1650
                  Fax: (303) 592-1701
                  Email: fkellysmith@tde.com

Estimated Assets: $0 to $50,000

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

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

           http://bankrupt.com/misc/cob09-20612.pdf

The petition was signed by Casey Bradshaw, president of the
Company.


SEDONA VICTORVILLE: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sedona Victorville 34, LLC,
        2392 Morse Avenue
        Irvine, CA 92614

Bankruptcy Case No.: 09-15095

Chapter 11 Petition Date: May 28, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Paul J. Couchot, Esq.
                  Winthrop Couchot PC
                  660 Newport Ctr Drive, Ste 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  Fax: (949) 720-4111
                  Email: pcouchot@winthropcouchot.com

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

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

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

          http://bankrupt.com/misc/cacb09-15095.pdf

The petition was signed by Bruce V. Cook.


SEMGROUP LP: Creditors' Panel to Intervene in Catsimatidis Suit
---------------------------------------------------------------
Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, filed with the U.S. Bankruptcy Court for the District of
Delaware a proposed order allowing the Official Committee of
Unsecured Creditors to intervene in SemGroup L.P., SemCrude L.P.,
and their debtor-affiliates' adversary complaint against John
Catsimatidis, Matthew F. Coughlin, III, Martin R. Bring, J. Nelson
Happy, and James C. Hansel.

Ms. Fatell says counsel to both the plaintiffs and the defendants
did not object to the Creditors' Committee's intervention.  She
disclosed in a separate filing that a notice of the proposed order
is sufficient so that a hearing is not necessary.

The Troubled Company Reporter disclosed on April 15, 2009, that
SemGroup LP executives in February filed before the U.S.
Bankruptcy Court for the District of Delaware an adversary
proceeding against billionaire John A. Catsimatidis and his
associates.  In its complaint, SemGroup alleged that Mr.
Catsimatidis, the owner of Girstedes' Supermarkets and United
Refining Company, is attempting to acquire SemGroup not through
the well established bidding process, which is open, transparent,
and orderly, but by trying to seize control of the management
committee of SemGroup's general partner to force through his own
self-interested proposal.  SemGroup also alleged that Mr.
Catsimatidis (i) has blatantly and openly violated material terms
of their confidentiality agreement by making public announcements
regarding the Debtors' reorganization and attempting to influence
or control the Debtors' management, and (ii) has attempted to
hijack and control management's reorganization efforts by publicly
proclaiming that he himself would reorganize the Debtors.

The TCR reported that according to SemGroup, after filing the
adversary proceeding, Mr. Catsimatidis and other defendants
initially indicated their desire to be more cooperative with the
Debtors.  In reliance on their representations, the Debtors agreed
to several extensions of the Defendants' answer deadline.
However, without prior notice, the Defendants file a separate suit
on April 2, 2009 in federal district court in Tulsa, Oklahoma
against SemGroup CEO Terrence Ronan.  The Defendants' lawsuit
seeks, among other things, a declaratory judgment that they have
"the authority to direct the actions of Defendant Ronan with
respect to any and all bankruptcy issues," and that "Ronan does
not have the authority to act without supervision, direction and
corporate governance of the Management Committee."

According to the TCR, the Debtors filed on April 3, 2009, a motion
for preliminary injunction ordering the Mr. Catsimatidis and other
defendants in the adversary proceeding to (i) cease and desist
from further violations of the Confidentiality Agreement; (ii)
withdraw from their positions on the Management Committee; and
(iii) refrain from continuing to obstruct the bankruptcy process.
According to SemGroup, Mr. Catsimatidis is attempting to use the
Oklahoma court to control SemGroup's CEO and the reorganization
process.

A copy of SemGroup's Injunction Motion is available for free at:

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

A copy of SemGroup's complaint is available for free at:

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

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: 8 Affiliates Amend Schedules of Assets & Debts
-----------------------------------------------------------
Eight debtor-affiliates of SemGroup L.P. and SemCrude L.P. amended
their schedules of assets and liabilities to reflect these assets
and liabilities:

  Debtor                             Assets        Liabilities
  ------                             ------        -----------
  SemMaterials, L.P.,            $575,066,339   $3,937,667,850
  SemStream, L.P.                 378,607,715    3,594,017,630
  SemFuel, L.P.                   373,694,933    3,905,713,916
  SemManagement L.L.C.            373,694,933    3,905,713,916
  SemCrude Pipeline, L.L.C.       234,665,296      180,908,929
  SemGas, L.P.                    152,087,181    3,407,960,794
  SemKan, L.L.C.                   24,730,232    3,172,268,403
  SemGas Gathering, L.L.C.          9,805,615    3,155,190,029

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: NYMEX Wants Rules Followed on Sale of Two Seats
------------------------------------------------------------
The New York Mercantile Exchange, Inc., objects to the proposed
sale of Semgroup L.P.'s two seats at the NYMEX to the extent that
SemGroup is seeking to do those sales by a procedure, and to
distribute the proceeds of the sale in a manner that conflicts
with NYMEX's rules on the subject.

The Troubled Company Reporter disclosed on April 21, 2009, that
SemGroup L.P. owns two sets on the New York Mercantile Exchange,
Inc., the world's largest physical commodity futures exchange.
Historically, SemGroup used the NYMEX seats to trade major energy
contracts at the exchange, including natural gas, propane, and
crude oil.  After the Petition Date, SemGroup discontinued trading
and has decided that it no longer has any economic incentive to
retain ownership of the NYMEX Seats.  Accordingly, the Debtors
seek permission from the U.S. Bankruptcy Court for the District of
Delaware to sell the NYMEX Seats pursuant to an auction mechanism
established by the NYMEX and CME Group, Inc.  Martin A. Sosland,
Esq., at Weil, Gotshal & Manges, LLP, in Houston, Texas, relates
that the NYMEX Seats are relatively illiquid seats, having a
market only on the NYMEX.  As a result, the Debtors do not believe
that any value can be realized from the NYMEX Seats for the
benefit of their creditors outside of an auction on the exchange.
The Debtors ask the Court that all proceeds of the NYMEX Seat sale
be treated as property of the estate to be distributed in
accordance with the Bankruptcy Code.  The Debtors also ask the
Court to approve the sale free and clear of all liens and claims.

The salient terms of the Debtors' proposed sale process are:

   (a) All purchases and sales of the NYMEX Seats must be made
       through the CME Group by submitting a written form.

   (b) Offers and bids for the NYMEX Seats are to be anonymously
       posted at NYMEX and on the Web site http://www.nymex.com/

   (c) So long as a discrepancy exists between the offer price
       and the bid price, offers and bids may be withdrawn at any
       time.

   (d) An NYMEX Seat will be deemed purchased once a bid equals
       the then current offer price being asked by the Debtors.

   (e) Within two days of the purchase date, any purchaser will
       deposit payment of the Seats to the CME Group.

   (f) Proceeds of the sale of the Seats received by CME Group
       will be immediately paid over to the Debtors and held by
       the Debtors.

   (g) Upon sale of each of the Seats, the Debtors will file with
       the Court a notice indicating that the sale has been
       completed and indicating the amounts realized from the
       sale.

The Debtors propose that sale proceeds will be applied in this
order:

   (1) to the NYMEX and CME Group in full satisfaction of any
       amounts due to the NYMEX;

   (2) to NYMEX members on account of claims arising out of
       agreements with the Debtors;

   (3) to any party that financed the purchase of the NYMEX Seat,
       provided that documentation was filed with the NYMEX
       Membership Committee; and

   (4) to the Debtors.

Representing NYMEX, Martin I. Kaminsky, Esq., at Pollack &
Kaminsky, in New York, points out that decisions of the U.S.
Supreme Court and the other federal courts, including bankruptcy
courts, over the past 125 years mandate that the sale of
memberships in a commodity exchange or a securities exchange must
be done in accordance with the rules of the exchange and not
Section 363 of the Bankruptcy Code.  The NYMEX Rule 110, Mr.
Kaminsky further points out, provides that exchange claims are to
be satisfied against the proceeds of any sale of the membership
before the member receives any proceeds of the sale.  In contrast
to that Rule, SemGroup is asking the Court to enter an order that
would set procedures and a priority of payment in conflict with
NYMEX Rule 110.

The NYMEX asks the Court to deny the Debtors' request and direct
that the sale of SemGroup's two NYMEX memberships be conducted in
the manner prescribed by NYMEX's rules and that the proceeds of
the sale be distributed in the order of priority and otherwise
provided in NYMEX's Rules.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SIX FLAGS: Extends Tender Deadline in Exchange Offer to June 12
---------------------------------------------------------------
Six Flags Inc. has elected to extend the minimum tender condition
for the exchange offers for its 8 7/8% Senior Notes due 2010,
9 3/4% Senior Notes due 2013, 9 5/8% Senior Notes due 2014, and
4.50% Convertible Notes due 2015, on June 12, 2009, by 5:00 p.m.,
New York City time.

The original minimum tender condition expired at 5:00 p.m., New
York City time, on May 28, 2009.  In light of tenders to date
being substantially below the 95% minimum, Six Flags is extending
the minimum tender condition in order to provide additional time
for holders to consider tendering and provide its Board of
Directors with ample time to consider the Company's alternatives.
Six Flags does not currently anticipate extending the minimum
tender deadline beyond the New Minimum Tender Deadline, and if the
minimum tender condition is not satisfied by the New Minimum
Tender Deadline, the exchange offers will likely expire in
accordance with their terms and Six Flags would cancel the meeting
of its PIERS holders.

As a result of the extension, it is now a condition of each of the
exchange offers that at least 95% of the outstanding aggregate
principal amount of each of the SFI Notes are validly tendered for
exchange and not revoked by the New Minimum Tender Deadline, such
tenders of SFI Notes being irrevocable thereafter, and that at
least 95% of the outstanding aggregate principal amount of the
Convertible Notes are validly tendered for exchange and not
revoked by the New Minimum Tender Deadline and that holders of
such Convertible Notes do not withdraw their Convertible Notes on
or prior to the Expiration Date on 11:59 p.m., New York City time,
on June 25, 2009, unless extended.

                       About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional
theme park company with 21 parks across the United States, Mexico
and Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

                           *   *   *

According to the Troubled Company Reporter on March 13, 2009,
Six Flags said it does not have sufficient cash to redeem
$287.5 million in Preferred Income Equity Redeemable Shares on
August 15, 2009.

As of December 31, 2008, Six Flags had $3.03 billion in total
assets, including $210.3 million in cash and cash equivalents;
$2.11 billion in total long-term debt, and $2.36 billion in total
debt, excluding $123.1 million in debt at December 31, 2004,
which had been called for prepayment; and $443.8 million in
stockholders' deficit.

Given the current negative conditions in the economy generally and
the credit markets in particular, Six Flags said there is
substantial uncertainty that it will be able to effect a
refinancing of its debt on or prior to maturity or the PIERS prior
to their mandatory redemption date on August 15, 2009.

"As a result of these factors, there is substantial doubt about
our ability to continue as a going concern unless a successful
restructuring occurs," Six Flags said.

Six Flags Inc., has reportedly hired Paul Hastings Janofsky &
Walker as bankruptcy counsel and investment bank Houlihan Lokey
Howard & Zukin to negotiate with creditors, including its banks,
bondholders, and preferred shareholders.

As reported by the Troubled Company Reporter on March 3, 2009,
Fitch Ratings has downgraded Six Flags, Inc. and its subsidiaries
-- Six Flags (Issuer Default Rating to 'CC' from 'CCC'; and Senior
unsecured notes, including the 4.5% convertible notes, to 'C/RR6'
from 'CC/RR6'); Six Flags Operations Inc. (IDR to 'CC' from 'CCC';
and Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'); and Six
Flags Theme Park Inc. (IDR to 'CC' from 'CCC'; and Secured bank
credit facility to 'B-/RR2' from 'B/RR1').  In addition, Fitch
affirms Six Flags' preferred stock at 'C/RR6'.

As reported by the TCR on April 6, Standard & Poor's Ratings
Services withdrew its ratings on New York, New York-based Six
Flags Inc. and its subsidiaries, including the 'CCC' corporate
credit rating, at the Company's request.

AS reported by the TCR on April 23, 2009, Moody's Investors
Service said that Six Flags, Inc.'s proposed exchange offer to
convert its approximate $868 million of bonds and approximate
$318.8 million of Preferred Income Equity Redeemable Shares into
common stock, if completed, will constitute a distressed exchange,
which is an event of default under Moody's definition of default.


SPIRIT AND TRUTH: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Spirit and Truth Family Worship Center, Inc.
        P. O. Box 1539
        League City, TX 77574-1539

Bankruptcy Case No.: 09-33890

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

Debtor's Counsel: J Craig Cowgill, Esq.
                  Attorney at Law
                  8100 Washington, Suite 120
                  Houston, TX 77007
                  Tel: (713) 956-0254
                  Fax: (713) 956-6284
                  Email: jccowgill@cowgillholmes.com

Total Assets: $0

Total Debts: $2,650,399

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

          http://bankrupt.com/misc/txsb09-33890.pdf

The petition was signed by Paster Edwin Bamberg, president of the
Company.


SPIRIT VILLAGE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Spirit Village Inc.
        320 W. Willoughby Ave., Suite 100
        Juneau, AK 99801

Bankruptcy Case No.: 09-00351

Chapter 11 Petition Date: June 1, 2009

Court: Alaska (Juneau)

Type of Business: Spirit Village Inc., operates specialty
                  outpatient facilities.

Debtor's Counsel: John M. Rice, Esq.
                  19101 Glacier Highway
                  Juneau, AK 99801
                  Tel: (907) 586-2244
                  Email: john@lojr.net

Estimated Assets: $50 million to $100 million

Estimated Debts: $1 million to $10 million

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Andrew Ebona, president of the company.


STAR TRIBUNE: Teamsters Union Threatens Strike if CBA Is Rejected
-----------------------------------------------------------------
The Teamsters union has threatened to strike if Star Tribune
Holdings Corp. is permitted to reject its collective bargaining
agreement with unionized drivers.

Jeff Baenen of the Associated Press reports that the Teamsters
local, which represents about 190 full- and part-time drivers at
the Star Tribune, has authorized a strike if the Court permits the
newspaper to reject the contract.  The drivers say if they strike,
Teamsters locals that represent mailers and pressmen at the paper
also likely would strike, the AP disclosed.

"Because these employees operate the presses which print the
paper, assemble the papers and deliver the papers, a Local 638
strike is likely to have a devastating impact on the Star
Tribune's ability to operate, and in all likelihood will shut the
paper down," the AP quoted the drivers' union as saying.

In its court filing, the drivers' union said participation in the
Central States Pension Fund is "critical" to its members and noted
that in 1964 the local struck the Star Tribune for five months to
get pension coverage for its members through Central States,
according to the report.

"The pensions which they have earned provide the bedrock for a
secure and dignified retirement for these employees, many of whom
at this point have given their entire working lives to the Star
Tribune," the AP quoted the union as saying.

A hearing is set for next Tuesday.

As reported in the Troubled Company Reporter on May 20, 2009,
Star Tribune Holdings Corporation and The Star Tribune Company
requested the U.S. Bankruptcy Court for the District of Delaware
for permission to reject their collective bargaining agreement
with the miscellaneous drivers and helpers union.  The Debtors
also filed with the Court a memorandum of law in support of their
rejection request that they planned to file under seal to protect
the estate.  The Debtors told the Court that the chances for
emerging from bankruptcy as a viable business will be placed in
great doubt if they are unable to reject the agreement.  A
full-text copy of the Debtors' redacted memorandum of law in
support to their request is available for free at:

              http://ResearchArchives.com/t/s?3d0b

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the U.S. state of Minnesota and published seven days each week
in an edition for the Minneapolis-Saint Paul metropolitan area.
The Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., James
I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk & Wardwell,
represent the Debtors in their restructuring efforts.  Blackstone
Advisory Services L.P. is the Debtors' financial advisor.  Diana
G. Adams, the U.S. Trustee for Region 2, selected seven members to
the official committee of unsecured creditors in the Debtors'
Chapter 11 cases.  Scott Cargill, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC, represents the Committee as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million and
$500 million each.

                             *   *   *

The Court has extended the Debtors' exclusive periods to file a
plan of reorganization until August 13, 2009.


STEINWAY MUSICAL: S&P Downgrades Corporate Credit Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Steinway Musical Instruments, Inc., to 'B' from 'B+'.
The downgrade reflects the company's weak operating performance
during the past two quarters and S&P's belief that credit
protection measures may weaken further during the current economy.
The outlook is negative.  As of March 31, 2009, adjusted debt
outstanding was about $213 million.

S&P also revised the recovery rating on the company's $175 million
senior unsecured notes to '2', indicating S&P's expectation for
substantial (70%-90%) recovery in the event of a payment default,
from '4'.  Concurrently, the issue rating remains 'B+', reflecting
the higher recovery rating.

"The ratings on Steinway reflect the company's narrow product
focus, the discretionary nature of spending on musical
instruments, and high leverage," said Standard & Poor's credit
analyst Bea Chiem.  Steinway benefits from its well-established
market positions in the concert hall and institutional markets for
musical instruments; its widely recognized brand names, including
Steinway & Sons, Bach, and Selmer; and its geographic
diversification.

Steinway's product sales and profitability remain concentrated in
pianos, although the company has a diverse portfolio of product
offerings in the band and orchestral instrument segment.  Piano
sales made up 59% and band instruments 41% of 2008 revenues.  The
company holds a dominant market share of the premium grand piano
market and is the leader in certain band instrument product
categories.  Steinway is internationally diversified, with about
33% of total 2008 sales outside of the U.S., and about 58% of
piano sales from international markets.

Steinway experienced significant sales declines in its band and
piano segments in the fourth-quarter of 2008 and during the first
quarter of 2009, as a result of the very weak global economy and
tight credit markets for its dealer base.  S&P believes these
factors will continue to affect Steinway's sales and operations in
fiscal 2009 and further pressure operating margins, despite
management's cost reduction actions taken in 2008.  Given
Steinway's high fixed cost base and lower volumes, adjusted EBITDA
margins fell to about 10.9% for the 12 months ended March 31,
2009, from about 12.6% in the prior year period.  EBITDA
contracted by about 22.5% during the 12 months ended March 31,
2009, from the same period in 2008.

The outlook is negative.  Given S&P's expectations for a further
decline in sales, S&P expects Steinway's leverage to increase
materially for fiscal 2009.  Per the company's guidance, fiscal
2009 revenues could possibly fall by more than 20%.  S&P believes
that such a substantial decline in sales may result in a
substantial decline in EBITDA, causing leverage to approach much
higher levels than S&P had previously expected.  S&P would
consider a lower rating if the debt leverage ratio rises
substantially above current levels, which S&P estimate may be
triggered by a 20% or higher decline in sales and a 300 basis
point or greater decline in EBITDA margins from 2008 levels
(assuming debt levels do not increase significantly from current
levels).  Although unlikely in the near term, S&P would consider
revising the outlook to stable if Steinway can stabilize its
operations, sustain leverage close to current levels, and maintain
adequate liquidity.


STEVE TUPY TIRE: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Steve Tupy Tire Service, Inc.
        4975 Le Sueur Avenue
        PO BOX 308
        New Prague, MN 56071

Bankruptcy Case No.: 09-33680

Chapter 11 Petition Date: May 29, 2009

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Robert J. Kressel

Debtor's Counsel: Kenneth Corey-Edstrom, Esq.
                  Larkin Hoffman Daly & Lingren Ltd
                  1500 Wells Fargo Plaza
                  7900 Xerxes Ave South
                  Minneapolis, MN 55431
                  Tel: (952) 835-3800
                  Fax: (952) 896-3333
                  Email: kcoreyedstrom@larkinhoffman.com

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

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

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

          http://bankrupt.com/misc/mnb09-33680.pdf

The petition was signed by Steven D. Tupy, president of the
Company.


STUDIO PARC: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Studio Parc Redevelopment, LLC
        477 Commerce Way, Suite 115
        Longwood, FL 32750

Bankruptcy Case No.: 09-07445

Type of Business: The Debtor is a single-asset real estate
                  company.

Chapter 11 Petition Date: May 29, 2009

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

Judge: Arthur B. Briskman

Debtor's Counsel: Jules S. Cohen, Esq.
                  Akerman Senterfitt
                  Post Office Box 231
                  420 South Orange Avenue
                  Orlando, FL 32802
                  Tel: (407)419-8512
                  Fax : (407) 843-6610
                  Email: jcohen@akerman.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $1 million to $10 million

The Debtor's 3 Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
City of Orlando                                  Unstated
Attn: Lisa Pearson, Esquire
400 S. Orange Ave.
1st Floor
Orlando, FL 32801-3360

Orange County Tax Collector                      Unstated
Attn: Earl K. Wood
P.O. Box 2551
Orlando, FL 32802-2551

All Asphalt Services, Inc.                       Unstated
373 Lazy Acres Lane
Winter Park, FL 32789

The petition was signed by Roseanne Gorman, manager.


TANDRA TEMPLE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tandra Temple Haas
        122 Blackland Dr., NW
        Atlanta, GA 30342

Bankruptcy Case No.: 09-74055

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: Beth E. Rogers, Esq.
                  Rogers Law Offices
                  4047 Holcomb Bridge Rd., Suite 201
                  Norcross, GA 30092
                  Tel: (770) 685-6320
                  Fax: (678) 990-9959
                  Email: brogers@berlawoffice.com

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

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

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

          http://bankrupt.com/misc/ganb09-74055.pdf

The petition was signed by Tandra Temple Haas.


TASKER PRODUCTS: Creditors File Involuntary Ch 7 Against Company
----------------------------------------------------------------
Nine creditors have filed an involuntary Chapter 7 petition on
May 28, 2009, in the U.S. Bankruptcy Court for the Southern
District of New York versus Tasker Products Corp., Bloomberg's
Bill Rochelle reports.

The creditors are seeking the liquidation of the Company by a
bankruptcy trustee, according to the report.  The creditors are
owed almost $2 million.

The case is In re Tasker Products Corp., 09-13455, U.S.
Bankruptcy Court for the Southern District of New York.

Based in Fair Lawn, N.J., Tasker Products Corp. (OTCBB: TKER) is a
specialty chemical company focused on next generation
antibacterial applications for the agricultural, seafood and food
processing industries.  The company's flagship products include
Unifresh(R) FootBath Concentrate V2, an antibacterial solution
that helps control hoof warts and other bacterial conditions in
dairy cows, Pacific Blue(TM) Seafood Spray, a quick and easy to
use spray which extends the shelf life and controls the odor of
seafood and Tasker Blue(TM), an antibacterial scalder treatment
for the poultry processing industry.

Tasker posted net income of $16,047,000 on revenues of $2,610,000
in the six months ended June 30, 2008.  Results for the six months
ended June 30, 2008, included a non cash gain of $24,831,000 due
to the change in value of derivative liabilities.

At June 30, 2008, the company had $20,889,000 in total assets,
$13,062,000 in total liabilities, and $7,827,000 in total
stockholders' equity.


TENET HEALTHCARE: Fitch Puts 'BB-/RR1' Rating on $450 Mil. Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR1' rating to Tenet Healthcare
Corp.'s proposed $450 million in senior secured notes due 2019.
Fitch currently rates Tenet:

  -- Issuer Default Rating 'B-';
  -- Secured bank facility 'BB-/RR1';
  -- Senior secured notes 'BB-/RR1';
  -- Senior unsecured notes 'B-/RR4'.

The Rating Outlook is Stable.  The ratings apply to approximately
$4.6 billion of debt outstanding as of March 31, 2009.

The new notes will be guaranteed and secured by a pledge of
capital stock and ownership interests of certain subsidiaries and
will rank pari passu with Tenet's existing 9% senior secured notes
due 2015 and 10% senior secured notes due 2018, both currently
rated 'BB-/RR1'.  Fitch expects the proceeds of the offering to be
used to repurchase Tenet's existing 9.875% senior unsecured notes
due 2014 in a recently announced tender offer for up to $1 billion
of the unsecured notes.

Tenet's ratings are supported by the company's recent improvements
in its operating and financial position.  Tenet continues to make
measurable improvements in quality, physician recruiting, employee
satisfaction, managed care relations and expense management, which
Fitch believes is largely responsible for recent increases in
volumes and profitability.  In addition, Tenet's liquidity
position has benefited from the extension of its maturity schedule
as well as the execution of several cash-generating initiatives.
Leverage (debt/EBITDA) has also improved, declining to 5.8 times
(x) for the last 12-months ended March 31, 2009, from 6.3x for
fiscal year 2008.

Although Tenet has made meaningful progress, there are still
several credit concerns.  In particular, Tenet continues to
consume cash, with free cash flow (defined as cash flow from
operations less capital expenditures and common dividends) of
negative $125 million for the LTM ended March 31, 2009, and
negative $339 million for fiscal year 2008.  Going forward, Fitch
expects Tenet to conserve cash by reducing capital expenditures,
improving profitability and pursuing cost-reduction and cash-
generating initiatives.


TENET HEALTHCARE: Moody's Assigns 'B1' Rating on $450 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD2, 28%) rating to
Tenet Healthcare Corporation's proposed offering of $450 million
in senior secured notes.  Concurrently Moody's affirmed Tenet's B3
Corporate Family and Probability of Default ratings and the Ba3
(LGD1, 2%) rating on the company's revolver.  The ratings of
Tenet's existing senior secured and senior unsecured notes were
placed under review for possible downgrade.

The review for possible downgrade of Tenet's existing notes will
be resolved upon the completion of the tender offer and will
consider the resulting change in the capital structure.  Should
the offer be completed at the proposed $450 million amount or up
to $1.0 billion, Moody's would expect to downgrade the ratings of
Tenet's senior secured notes to B1 from Ba3 and senior unsecured
notes to Caa2 from Caa1.  The change in the rating of the senior
secured notes would reflect both the increase in claims at the
senior secured level and the reduction in the amount of unsecured
debt, which would absorb any loss prior to the secured debt
holders.  Additionally, the possible downgrade of the unsecured
note rating reflects the remaining notes' position behind an
increased amount of senior secured claims.  Should the tender
offer result in a movement in the capital structure of less than
$400 million dollars from unsecured to secured, Moody's could
confirm the Caa1 rating on the unsecured notes.  Further, if the
tender offer is not completed, Moody's would expect to confirm the
existing ratings of both the secured and unsecured notes.  LGD
assessments and loss estimates are subject to revision based on
the ultimate change in capital structure ensuing from the
completion of the tender.

The affirmation of the B3 Corporate Family Rating reflects the
expectation that the company will continue to operate with high
financial leverage, modest interest coverage and negative free
cash flow.  Refinancing risk is further mitigated by the current
exchange due to the extended maturity profile but the transaction
does not reduce the total debt level.  The rating also continues
to be supported by good liquidity, characterized by $652 million
of available cash and $598 million available under the company's
revolver as of March 31, 2009.

Following is a summary of Moody's rating actions.

Ratings Assigned:

  -- $450 million senior secured notes, B1 (LGD2, 28%)

Ratings affirmed:

  -- $800 million senior secured revolving credit facility due
     2011, Ba3 (LGD1, 2%)

  -- Corporate Family Rating, B3

  -- Probability of Default Rating, B3

  -- Speculative Grade Liquidity Rating, SGL-2

Ratings placed under review for possible downgrade/LGD assessments
subject to change:

  -- $700 million 9.0% senior secured notes due 2015, Ba3 (LGD2,
     23%)

  -- $700 million 10.0% senior secured notes due 2018, Ba3 (LGD2,
     23%)

  -- 6 3/8% senior notes due 2011, Caa1 (LGD5, 75%)

  -- 6 ½% senior notes due 2012, Caa1 (LGD5, 75%)

  -- $1,000 million 7 3/8% senior notes due 2013, Caa1 (LGD5, 75%)

  -- $1,000 million 9 7/8% senior notes due 2014, Caa1 (LGD5, 75%)

  -- $800 million 9 1/4% senior notes due 2015, Caa1 (LGD5, 75%)

  -- $450 million 6 7/8% senior notes due 2031, Caa1 (LGD5, 75%)

The rating outlook remains stable.

Moody's last rating action was on March 25, 2009, when a Ba3
(LGD2, 23%) rating was assigned to Tenet's issuance of senior
secured notes and all other ratings were affirmed.

Tenet is headquartered in Dallas, Texas and is expected to
continue to operate 50 hospitals in 12 states (excluding one
hospital not yet divested and included in discontinued operations
at March 31, 2009).  Tenet generated revenue from continuing
hospital operations of approximately $8.8 billion for the twelve
months ended March 31, 2009.


TENET HEALTHCARE: S&P Assigns 'BB-' Rating on $1 Bil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Dallas, Texas-based
hospital operator Tenet Healthcare Corp.'s proposed issuance of up
to $1.0 billion senior secured notes its issue-level of 'BB-' (two
notches higher than the 'B' corporate credit rating on the
company).  S&P also assigned the notes a recovery rating of '1',
indicating S&P's expectation of very high (90% to 100%) recovery
for noteholders in the event of a payment default.

The issue-level and recovery ratings on Tenet's existing
$1.4 billion senior secured notes and $800 million asset-based
lending (ABL) facility remain unchanged at 'BB-' and '1',
respectively.

S&P also revised its recovery rating on Tenet's various tranches
of senior unsecured debt to '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default,
from '4'.  S&P lowered the issue-level rating on this debt to
'CCC+' (two notches lower than the 'B' corporate credit rating)
from 'B', in accordance with S&P's notching criteria for a '6'
recovery rating.

The revision of the recovery rating on the senior unsecured notes
is principally the result of the addition of up to $1 billion of
senior secured debt ranking senior to existing senior unsecured
debt.  While there has been no material modification of the
emergence enterprise value under S&P's simulated default scenario,
S&P's default scenario is now allocating any residual value
available after the senior secured debt has been satisfied to the
additional amount of senior secured debt.  (In S&P's previous
analysis, S&P applied the residual value to the unsecured debt.)
This significantly reduces the recovery prospects for unsecured
noteholders.  S&P assumes in its analysis that Tenet will use
proceeds from the new senior secured note issuance to repay a like
amount of senior unsecured debt.

The long-term corporate credit rating on Tenet is 'B' and the
rating outlook is stable.  The 'B' rating reflects the company's
struggles over the past several years with weak operating
performance and operating cash outflow.  In 2008, Tenet
demonstrated continued improvement in key measures of volume and
profitability, with lease-adjusted margins of 10.1%, versus 7.5%
in 2005, but the rating still overwhelmingly reflects the
company's high leverage and reliance on asset sales to bolster its
liquidity position.

                           Ratings List

                      Tenet Healthcare Corp.

           Corporate Credit Rating        B/Stable/--

                            New Rating

               $1B sr secd nts due 2019        BB-
                  Recovery Rating              1

                         Revised Ratings

                                         To        From
                                         --        ----
         Senior Unsecured                CCC+      B
            Recovery Rating              6         4


TRANSMERIDIAN EXPLORATION: Files Chapter 11 Plan of Liquidation
---------------------------------------------------------------
Transmeridian Exploration Incorporated, et al., have submitted to
the U.S. Bankruptcy Court for the Southern District of Texas a
consolidated plan of liquidation, dated as of May 29, 2009, and a
joint disclosure statement with respect to said plan.

The Plan contemplates the liquidation of the Debtors' assets,
including a sale of the Debtors' interest in Caspi Neft, which
owns the Debtors' exploration license.  Caspi Neft's license,
which covers an estimated 30 million to 50 million barrels of
producible oil, represents the Debtors' most substantial asset
subject to liquidation.  Ufex Advisors Corp. has made a
$35 million credit bid for the Debtors' interests in Caspi Neft.

The net proceeds of this sale will be disbursed to the Indenture
Trustee and the Senior Secured Noteholders at the
Closing/Effective Date.  The remaining assets of the Debtors
will be also be liquidated.  The net proceeds of the liquidation
of the assets, including litigation recoveries and settlements,
will be distributed to the creditors and, if applicable, to any
equity security holders.

Pursuant to the Plan, the Senior Secured Noteholders will receive:

  -- in the event of a sale to Ufex, the New Notes, or

  -- in the event of a sale to another purchaser, the
     consideration received, but less the Break Up Fee and less
     the amounts outstanding under the Ufex DIP Financing.

In satisfaction of the Senior Secured Noteholder Deficiency Claim,
within 120 days after the Plan's Effective Date, Senior Secured
Noteholder Deficiency Claimants under Subclass 2C will receive a
distribution of Available Cash, which will be shared pro rata with
other holders of Subclass 2C Claims and holders of Class 4 Claims;
provided, however, that if Class 4 votes to accept the Plan and
thereby entitles Class 4 to receive 20% of the Available Cash,
then each holder of an Allowed Subclass 2C Claim will receive its
pro rata share of the remaining 80% of Available Cash.

Each holder of an Allowed General Secured Claim will receive:

-- if Class 4 votes to accept the Plan, its pro rata share
    of 20 of Available Cash; and

-- if Class 4 votes to reject the Plan, a distribution of
    Available Cash, which will be share pro rata with holders
    of SubClass 2C Claims and other holders of Class 4 Claims.

Equity Interests will receive nothing under the Plan and is
conclusively presumed to have rejected the Plan.  All Equity
Interests will be deemed automatically canceled on the Plan's
Effective Date.

The Plan segregates the various claims against and interests in
the Debtors into 5 classes:

            Class/Description          Treatment, Status
  -------------------------------      -------------------
  Class 1 - Other Priority Claims      Unimpaired.
                                       Paid in Full.

  Class 2 - Senior Secured             Impaired.
            Noteholders' Claims        Entitled to Vote.

  Class 3 - Other Secured Claims       Impaired.
                                       The Debtors do not believe
                                       there will be any Allowed
                                       Other Secured Claims.

  Class 4 - General Unsecured          Impaired.
            Creditors                  Entitled to Vote.

  Class 5 - Equity Interests           Impaired.
                                       Deemed to Reject.

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

A full-text copy of the disclosure statement explaining the
Debtors' consolidated plan of liquidation is available at:

         http://bankrupt.com/misc/transmeridan.DS.pdf

Headquartered in Houston, Texas, Transmeridian Exploration
Incorporated is an independent energy company engaged in the
business of acquiring, developing and producing oil and natural
gas.  Its activities are primarily focused on the Caspian Sea
region of the former Soviet Union.  The License and oil and gas
production in Kazakhstan is handled through the Debtors' wholly
owned subsidiary, JSC Caspi Neft TME, a joint stock company
organized under the laws of Kazakhstan.  The Company and two
affiliates filed for Chapter 11 protection on March 30, 2009
(Bankr. S.D. Tex. Lead Case No. 09-31859).  Judge Marvin Isgur
presides over the case.  John Wesley Wauson, Esq., and Matthew
Brian Probus, Esq., at Wauson & Probus, serve as the Debtors'
bankruptcy counsel.  As of September 30, 2008, the Debtor has
total assets of $377,902,000 and total debts of $451,678,000.


TRILOGY DEVELOPMENT: Section 341(a) Meeting Slated for June 24
--------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
in Trilogy Development Company, LLC's Chapter 11 case on June 24,
2009, at 10:00 a.m.  The meeting will be held at the US
Courthouse, Rm. 2110A, 400 E. 9th St., Kansas City, Missouri.

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

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

Kansas City, Missouri-based Trilogy Development Company, LLC is
founded by advertising magnate Bob Bernstein to build his west
edge project.

The Company filed for Chapter 11 on May 15, 2009 (Bankr. W. D. Mo.
Case No. 09-42219).  Jonathan A. Margolies, Esq., and R. Pete
Smith, Esq., at McDowell, Rice, Smith & Buchanan, represent the
Debtor in its restructuring efforts.  The Debtor has assets and
debts both ranging from $100 million to $500 million.


TROPICANA ENTERTAINMENT: Carl Icahn Wins Bidding for Casino
-----------------------------------------------------------
Carl Icahn and other investors have won an auction for Tropicana
Entertainment LLC's Tropicana Casino in Atlantic City, Steven
Church at Bloomberg News reports, citing Sean Mack, who represents
the government-appointed trustee that runs the property.

Bloomberg quoted Mr. Mack as saying, "The bid deadline was last
Friday and no other bids were received."

According to Bloomberg, Mr. Mack said that Mr. Icahn and the other
investors agreed to forgive about $200 million owed to them by
Trump Entertainment, in exchange for Tropicana Casino.

Bloomberg relates that Tropicana attorneys will return to court on
June 12 to seek the judge's approval of the sale.  Citing Mr.
Mack, Bloomberg states that the sale wouldn't be final and retired
judge Gary Stein would remain in control until the lenders win a
temporary license from the Casino Control Commission later this
year.  According to the report, Tropicana has been under the
control of Mr. Stein since December 2007, when its parent company
had its license revoked by the New Jersey Casino Control
Commission.  When Judge Stein failed to sell the Tropicana, he
struck a bargain with Mr. Icahn and other lenders to exchange the
debt they were owed for the casino, Bloomberg says.

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

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

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

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

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

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

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


TXCO RESOURCES: U.S. Trustee Sets Meeting of Creditors for June 24
------------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
in TXCO Resources Inc. and it debtor-affiliates' Chapter 11 cases
on June 24, 2009, at 1:30 p.m.  The meeting will be held at the
U.S. Post Office & Courthouse 615 E. Houston Street, Room 333 San
Antonio, Texas.

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

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

TXCO Resources is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma. TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 on May 17,
2009 (Bankr. W. D. Tex.  Case No. 09-51807).  The Debtors propose
to hire Deborah D. Williamson, Esq. and Lindsey D. Graham, Esq. at
Cox Smith Matthews Incorporated as general restructuring counsel;
Fulbright and Jaworski, L.L.P. as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  As of March 31, 2009, the
Debtors listed total assets: $431,898,000 and total debts of
$323,833,000.


UNITED RENTALS: S&P Downgrades Corporate Credit Ratings to 'B'
--------------------------------------------------------------
Standard & Poor's Rating Services said that it lowered its ratings
on Greenwich, Connecticut-based equipment rental company United
Rentals Inc. and subsidiary United Rentals (North America) Inc.,
including the long-term corporate credit ratings, to 'B' from
'BB-'.  The outlook is negative.

"The ratings action reflects continued weak end-market conditions
in nonresidential construction, which appear likely to result in
credit measures deteriorating beyond our range of expectations,"
said Standard & Poor's credit analyst Helena Song.  In first-
quarter 2009, URI's sales were down 23%, reflecting a 11.5%
decline in rental rates and a 2.4 percentage points decrease in
utilization.  "Although the company continues to generate free
cash flow, which S&P expects at this point in the cycle, markets
remain weak and credit measures are likely to worsen
meaningfully," she continued.

The ratings on URI reflect S&P's assessment of its fair business
risk profile based on the company's participation in the cyclical,
highly competitive, and fragmented equipment rental sector, as
well as its highly leveraged financial profile.  The company's
position as the world's largest provider of equipment rentals and
good geographic, product, and customer diversity somewhat moderate
these risks.

The current ratings and outlook are based on the assumption that
key end markets, specifically nonresidential construction markets,
will decline by about 20% in 2009 and 12% in 2010.  Standard &
Poor's could lower the ratings if nonresidential spending drops
more than S&P expected in 2009 or 2010, or if URI's free cash flow
generation fails to meet S&P's expectations in a declining market,
causing leverage to approach 7x and refinancing risk remains an
issue.  S&P is unlikely to raise the ratings at this point in the
cycle.


VILLAGE HOMES: Court Upholds Lien Waiver Rights
-----------------------------------------------
WestLaw reports that subcontractors' and materialmen's contractual
waiver of whatever rights they otherwise had under the Colorado
Mechanics' Lien Trust Fund Statute was not void as against public
policy and prevented subcontractors and materialmen from asserting
any lien rights in a bankrupt general contractor's Chapter 11
case.  Allowing the subcontractors and materialmen to waive their
claims under the Trust Fund Statute did not adversely affect the
interests of property owners, whom Colorado law allowed to
directly enforce the Trust Fund Statute.  In re Village Homes of
Colo., Inc., --- B.R. ----, 2009 WL 1416167 (Bankr. D. Colo.).

Headquartered in Greenwood Village, Colorado, Village Homes of
Colorado Inc. develops and builds residential communities.  The
Debtor filed for bankruptcy on November 6, 2008 (Bankr. D. Colo.
Case No. 08-27714).  The Hon. A. Bruce Campbell presides over the
case.  Garry R. Appel, Esq., at Appel Lucas, in Denver, Colorado,
acts as the Debtor's bankruptcy counsel.  When it filed for
bankruptcy, the Debtor reported $103,898,087 in total assets, and
$138,414,003 in total debts.


VISTEON CORP: Seeks Court OK to Hire A&M as Restructuring Advisors
------------------------------------------------------------------
Visteon Corporation and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Alvarez & Marsal North America, LLC, as their restructuring
advisors in accordance with the terms and conditions of an
engagement letter dated as of January 29, 2009, a copy of which is
available for free at:

     http://bankrupt.com/misc/Visteon_A&Mengagement.pdf

The Debtors relate they have selected Alvarez & Marsal because of
the firm's extensive experience and excellent reputation for
providing high quality, specialized management and restructuring
advisory services to debtors and distressed companies and its
familiarity with their business.  The Debtors tell the Court they
hired Alvarez and Marsal in January 2008 to provide restructuring
services.

Pursuant to the Engagement Letter, Alvarez & Marsal will:

  (a) assist the Debtors in the preparation of financial related
      disclosures required by the Court, including the schedules
      of assets and liabilities and statement of financial
      affairs, and monthly operating reports;

  (b) assist the Debtors with information and analyses required
      pursuant to any Debtors' debtor-in-possession financing;

  (c) assist with the identification and implementation of
      short-term cash management procedures;

  (d) assist with the identification of executory contracts and
      leases and performance of cost/benefit evaluation with
      respect to the assumption or rejection of each;

  (e) assist to the Debtors' management team and counsel focused
      on the coordination of resources related to the ongoing
      reorganization effort;

  (f) assist in the preparation of financial information for
      distribution to creditors and others, including, but not
      limited to, analysis of various assets and liability
      accounts, and analysis of proposed transactions for which
      Court approval is sought;

  (g) attend at meetings and assist in discussions with
      potential investors, banks and other secured lenders, any
      official committee appointed in the cases, the U.S.
      Trustee for the District of Delaware, other parties-in-
      interest and professionals;

  (h) analyze creditor claims by type, entity, and individual
      claim, including assistance with development of databases,
      as necessary, to track those claims; and

  (i) render other general business consulting or assistance as
      the Debtors' management or counsel may deem necessary that
      are consistent with the role of a restructuring advisor
      and not duplicative of services provided by other
      professionals.

The Debtors propose to pay Alvarez & Marsal based on the firm's
customary hourly rates:

         Professional             Hourly Rate
         ------------             -----------
         Managing Directors       $625 to $775
         Directors                $450 to $625
         Associates               $325 to $450
         Analysts                 $175 to $325

The Debtors relate that they have paid Alvarez & Marsal a
$250,000 retainer.  During the 90 days prior to the Petition
Date, the Debtors say they have paid the firm a total of
$5,800,000.

In addition to professional fees, the Debtors will also reimburse
Alvarez & Marsal for the firm's reasonable out-of-pocket expenses
incurred, including travel, lodging, and telephone charges.

Notwithstanding the terms of the Engagement Letter, the Debtors
and Alvarez & Marsal have agreed that:

  (i) Any controversy or claim with respect to the Application
      or the services provided by Alvarez & Marsal to the
      Debtors will be brought in the U.S. District Court for the
      District of Delaware;

(ii) Alvarez & Marsal and the Debtors and any and all
      successors and assigns consent to the jurisdiction and
      venue of the District Court as the sole and exclusive
      forum for the resolution of those claims, causes of
      action, or lawsuits;

(iii) Alvarez & Marsal and the Debtors, and any and all
      successors and assigns waive trial by jury, that waiver
      being informed and freely made;

(iv) if the Bankruptcy Court or the District Court does not
      have or retain jurisdiction over the claims and
      controversies, then Alvarez & Marsal and the Debtors will
      submit first to non-binding mediation, and if mediation is
      not successful, then to binding arbitration; and

  (v) judgment on any arbitration award may be entered in any
      Court having proper jurisdiction.

Moreover, the Debtors agree to indemnify and hold harmless
Alvarez & Marsal, its affiliates and their shareholders, members,
managers, employees, agents, representatives, and subcontractors
under certain circumstances.  A copy of Indemnification Agreement
is available for free at:

     http://bankrupt.com/misc/Visteon_A&Mindemnification.pdf

Jeffery J. Stegenga, managing director of Alvarez & Marsal North
America, LLC, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code and does not hold or represent an interest
adverse to the Debtors' estates.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global 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, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Court Okays $6 Million Payment for Prepetition Taxes
------------------------------------------------------------------
In the ordinary course of business, Visteon Corporation and its
debtor-affiliates (i) collect and incur taxes, including sales,
use, franchise, income, property, and other taxes in operating
their business; (ii) charge fees and other similar charges and
assessments on behalf of various taxing, licensing, and other
governmental authorities; and (iii) pay fees to Taxing Authorities
for licenses and permits required to conduct their businesses.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, proposed attorneys for the Debtors, relates
that the taxes and fees include:

A. Sales and Use Taxes

    The Debtors collect and remit sales taxes in connection with
    the sale of automotive products to their customers.
    Generally, the Debtors collect taxes from customers and
    remit those taxes to the Taxing Authorities in the month
    following their collection.  The Debtors may also be
    responsible for remitting use taxes on account of the
    purchase of various inventory, raw materials supplies, or
    other goods.  In an average month, the Debtors remit
    approximately $65,000 in sales and use taxes to various
    Taxing Authorities.

B. Franchise and Income Taxes

    The Debtors pay certain franchise and income taxes to the
    Taxing Authorities.  Franchise taxes may be used on a flat
    fee, net operating income, or capital employed.  Certain
    jurisdictions assess both franchise taxes and income taxes,
    while others assess either franchise taxes or income taxes
    depending on which results in a higher tax.  The Debtors
    tell the U.S. Bankruptcy Court for the District of Delaware
    that in 2008, they paid about $1,720,000 in franchise and
    income taxes.

C. Real and Personal Property Taxes

    In addition, state and local governments in jurisdictions
    where the Debtors' operations are located are granted the
    authority to levy property taxes against the Debtors' real
    and personal property.  The Debtors typically pay the
    property taxes on their real and personal property in the
    ordinary course of business as that taxes are invoiced and
    in arrears.  The Debtors relate that in 2008, they have paid
    roughly $7,000,000 on account of real and personal property
    taxes.

D. Business License Fees, Annual Report Fees, and Other Taxes

    The Debtors must obtain various business licenses, permits,
    and certificates and pay corresponding fees in many
    jurisdictions in which they operate.  In some states, the
    Debtors pay annual reporting fees to state governments to
    remain in good standing for purposes of conducting business
    within the state.  The Debtors inform the Court that the
    cost associated with the various licenses, permits, and
    other fees is approximately $26,000 per month.

The Debtors assert that failure to pay the Prepetition Taxes and
Fees could have a material adverse impact on their ability to
operate in the ordinary course of business.

The Debtors estimate that as of the Petition Date, they owe these
amounts to Taxing Authorities:

      Real and Personal Property Taxes     $5,280,000
      Franchise and Income Taxes              500,000
      Sale and Use Taxes                       73,000
      Business License Fees, etc.              50,000

Accordingly, the Debtors sought and obtained the Court's
authority to pay the Prepetition Taxes and Fees owing to the
Taxing Authorities in an amount not to exceed $6,000,000.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global 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, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Court Allows $47MM Payment for Employee Obligations
-----------------------------------------------------------------
Visteon Corporation and its debtor-affiliates currently employ
5,769 domestic employees, of which 3,117 are paid on a salaried
basis and 2,652 are paid on an hourly basis.  The Debtors lease
1,350 of the Salaried Employees and 1,469 of the Hourly Employees
to Automotive Components Holdings, LLC, their indirect, wholly
owned subsidiary, to operate its business.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, proposed attorney for the Debtors, relates
that the Debtors are parties to four collective bargaining
agreements with various bargaining units of the International
Union, United Automobile, Aerospace, and Agricultural Implement
Workers of America and one collective bargaining agreement with
the International Brotherhood of Teamster.  These are the union
employees covered by CBAs:

  * The UAW represents all 1,469 ACH Leased Hourly Employees.

  * The Nurse Bargaining Unit of the UAW represents nine ACH
    Leased Salaried Employees.

  * UAW Local Union 1695 represents all 213 Hourly Employees
    working at the Visteon Systems, LLC Lansdale, Pennsylvania
    facility.

  * Teamster Local Union 107 represents three Hourly Employees
    also working at the Visteon Systems Lansdale, Pennsylvania
    facility.

  * UAW Local Union 1216 represents seven Hourly Employees
    working at the Visteon Regional Assembly & Manufacturing,
    LLC Bellevue, Ohio facility.

Ms. Jones says that in addition to the Employees, the Debtors
also rely on approximately 437 temporary or contract workers to
supplement critical needs in employee staffing.  The Temporary
Workers provide the Debtors with the flexibility to adjust their
workforce to meet marketplace demand on a cost-effective basis.

Accordingly, the Debtors sought and obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to pay
prepetition claims related to, honor obligations under, or
continue, certain employee-related programs in the ordinary course
of business.

The Debtors estimate that they owe approximately $47,000,000 on
account of Employee Obligations.

The Debtors clarify that they are not seeking to pay Employee
Obligations on account of any one Employee or Temporary Worker in
excess of the $10,950 priority cap imposed by Sections 507(a) of
the Bankruptcy Code.

The Debtors' Employee Obligations are comprised of:

  A. Unpaid Compensation, Deductions, Payroll Taxes, and
     Temporary Compensation

     The Debtors estimate that as of the Petition Date, they owe
     approximately $2,000,000 on account of accrued wages,
     salaries, overtime, and other earnings earned prior to the
     Petition Date.  The Debtors routinely deduct certain
     amounts from Employee's paychecks, including garnishments,
     child support, and similar deductions and other pre-tax and
     after-tax deductions payable pursuant to certain employee
     benefit plans.  The Debtors are also required by law to
     withhold from an Employee's paychecks amounts related to
     federal, state and local income taxes, Social Security, and
     Medicare taxes for remittance to the appropriate federal,
     state, or local taxing authority.

  B. Reimbursable Expenses

     In the ordinary course of business, the Debtors reimburse
     Employees or pay credit card invoices on behalf of
     Employees for certain approved, reasonable expenses
     incurred in the scope of their employment and reimburse
     non-employee directors for reasonable out-of-pocket
     expenses incurred in connection with board meeting
     attendance.

  C. Employee Benefit Program

     The Debtors maintain, in the ordinary course of business,
     Self-Insured Medical Plans, Insured Medical Plans, Dental
     Plans, Vision Plans, Insurance Plans, Employee Purchased
     Benefits, Workers' Compensation Program, Flexible Spending
     Accounts, and Vacation credits and other Leaves of Absence
     credits for their employees.

  D. Retiree Welfare Benefits

     In addition to the Employee Benefit Programs, certain
     retired employees of the Debtors also receive certain
     medical and insurance benefits.  Eligibility for Retiree
     Welfare Benefits is dependent upon which Debtor employed
     the Retiree, the years of service with that Debtor, the
     date of retirement, and whether the Retiree is eligible for
     Medicare.

  E. Qualified Pension Plans

     The Debtors maintain five qualified defined benefit pension
     plans under the Internal Revenue Code and the Employee
     Retirement Income Security Act of 1974 for their Employees
     and Retirees.  Three of the Qualified Pension Plans cover
     current and former Employees and the other two cover only
     former Employees who were terminated in connection with
     certain plant closures or who have otherwise retired.  The
     Qualified Pension Plans are (i) the Visteon Pension Plan;
     (ii) the Pension Plan of Visteon Systems, LLC Connersville
     and Bedford Plants; (iii) the UAW Visteon Pension Account
     Plan; (iv) the Pension Plan of Visteon Caribbean, Inc.; and
     (v) the Teamsters Pension Trust Fund of Philadelphia and
     Vicinity.

  F. The 401(k) Plans

     The Debtors maintain qualified defined contribution plans
     that meet the requirements of Section 401(k) of IRC.  The
     401(k) Plans are (i) the Visteon Investment Plan, (ii) the
     Visteon 401(k) Savings Plan; and (iii) the MIG-Visteon
     Automotive Systems 401(k) Retirement Plan.

  G. Severance Plans

     In the regular course of business, the Debtors maintain
     severance programs for all full-time Salaried Employees who
     have been terminated through reductions in force and
     similar actions.  The Severance Programs include (i)
     the Visteon Corporation Transition Program; (ii) the
     Visteon Separation Program; and (iii) the Visteon Executive
     Severance Plan.

The Debtors estimate that they owe these amounts under their
Employee Obligations:

  Employee or Retiree
  Obligation                                Amount
  -------------------                     ----------
  Unpaid Compensation                     $2,000,000
  Vacation Time                              318,000
  Temporary Compensation                     830,000
  Deductions                               2,125,000
  Withheld Amounts                         6,100,000
  Employer Payroll Taxes                   1,200,000
  Reimbursable Expenses                      275,000
  Self-Insured Medical Plans obligations   9,858,000
  Insured Medical Plans Obligations        1,200,000
  Dental Plans obligations                   250,000
  Vision Plans obligations                    64,300
  Insurance Plans                            555,000
  Workers' Compensation Program           14,620,000
  Tuition Assistance Program                 130,000
  Outplacement Services                      175,000
  Administrators payments                    153,000
  Retiree Welfare Benefits                 7,113,000
  401(k) matching contributions               20,000

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global 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, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Wilmington Trust's Objection to Cash Collateral Use
-----------------------------------------------------------------
As reported by the Troubled Company Reporter on June 1, 2009,
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized Visteon Corporation and its
debtor-affiliates to use cash collateral, on an interim basis.

Objections to the Debtors' request that have not been resolved,
settled or withdrawn are deemed overruled.

Before the Court's order, Wilmington Trust FSB, as administrative
agent on behalf of itself and the several of the Debtors'
Prepetition Term Lenders, asserted that pursuant to the terms of
an intercreditor agreement, Ford Motor Company holds the "asset-
based lending" or ABL debt and with it, has power to consent to
the use of most of the Debtors' cash collateral and bind the
Prepetition Term Agent so long as certain conditions are met.  The
Debtors, Ford Motor, as sole lender, Ford CCA LLC, a collateral
guarantor, and JPMorgan Chase Bank, N.A., as administrative agent
for the Prepetition Lenders, are parties to that an ABL Credit
Agreement dated August 14, 2006 as amended.  Wilmington also
contended that under the same agreement, the Prepetition Term
Agent has sole power to consent to the use of certain discrete
categories of Cash Collateral related to foreign subsidiaries.

Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
in Wilmington, Delaware, counsel for Wilmington Trust FSB, said
the Prepetition Term Agent has not been provided with adequate
protection for the use of that cash collateral and thus, does not
consent to its use.  Wilmington Trust added that because the
conditions in the intercreditor agreement are not met, Ford's
consent cannot bind the Prepetition Term Agent under the
intercreditor agreement.

Mr. Abbott asserted the Interim Cash Collateral Order must make
clear that any dividends or other distributions from Visteon's
foreign subsidiaries and Asian subsidiaries, and other payments
or amounts received by the Loan Parties in respect of
intercompany or inter-affiliate debt obligations owing to any
Loan Party from any Foreign Subsidiary and Foreign Investment may
not be used or otherwise dissipated by the Debtors and may not be
commingled with other cash.

Judge Sontchi held the Prepetition ABL Lenders are entitled to
adequate protection of their interest in the Prepetiton ABL
Collateral to the extent of diminution in value.  The Prepetition
Term Agent and the Prepetition Term Lenders are also entitled to
adequate protection of their interests in the Prepetition Term
Collateral to the extent of any diminution in the value of their
interest in the Prepetition Term Collateral resulting from the
use by the Debtors.

A full-text copy of the Interim Cash Collateral Order is
available for free at:

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

A final hearing on the Cash Collateral Motion will be held on
June 19, 2009 at 1:00 p.m.   Objections are due no later than
June 12.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global 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, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WANDA MALAVEZ: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Wanda Malavez Beauchamp
           dba Divano Fine Furniture
        Urb Boneville Terrace
        Ave Degetau A-5
        Caguas, PR 00725

Bankruptcy Case No.: 09-04491

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  Lugo Mender & Co.
                  Centro Internacional De Mercadeo
                  Rd 165 Torre 1, Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  Email: wlugo@lugomender.com

Total Assets: $1,378,745

Total Debts: $2,784,723

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

          http://bankrupt.com/misc/prb09-04491.pdf

The petition was signed by Wanda Malavez Beauchamp.


WASHINGTON MUTUAL: Charles M. Lillis Resigns From Board
-------------------------------------------------------
John Maciel, chief financial officer of Washington Mutual, Inc.,
informed the Securities and Exchange Commission on May 26, 2009,
that Charles M. Lillis resigned as a member of the Board of
Directors of the Company, effective May 19.  Mr. Lillis'
resignation is not the result of a disagreement with the Company
on any matter relating to the Company's operations, policies or
practices, Mr. Maciel told the SEC.

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.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Alvarez & Marsal Bills $2.1MM for April Work
---------------------------------------------------------------
Three firms ask the U.S. Bankruptcy Court for the District of
Delaware to award them payment for services rendered and
reimbursement of expenses incurred for the benefit of Washington
Mutual Inc. and WMI Investment Corp., for the fee period from
April 1 to 30, 2009:

Professional                               Fees        Expenses
------------                           ----------      --------
Alvarez & Marsal North America LLC     $2,105,512       $89,154
-- restructuring advisors

McKee Nelson LLP                           49,272           669
-- tax counsel

Richards Layton & Finger, P.A.             21,479         1,838
-- counsel

Perkins Coie LLP, special counsel to Washington Mutual Inc. and
WMI Investment Corp., also asks the Court to award it fees
totaling $166,344, and reimburse its expenses for $1,213, on
account of services it rendered to the Debtors' cases for March
2009.

In separate filings, the Debtors informed the Court that they
received no objections to the Fee Applications filed by three
professionals for March 2009.  Accordingly, the Court awarded the
firms these fees:

Professional                               Fees        Expenses
------------                             --------      --------
Akin Gump Strauss Hauer & Feld LLP       $480,970       $14,405
Domain Assets, LLC                         57,986             0
Pepper Hamilton LLP                        62,484         7,445

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Longacre Transfers $1.3MM Claim to Blue Angel
----------------------------------------------------------------
Blue Angel Claims LLC informed the U.S. Bankruptcy Court for the
District of Delaware that Longacre Master Fund, Ltd. transferred
its Claim No. 1089 for $1,379,960 in Washington Mutual Inc. and
WMI Investment Corp.'s Chapter 11 cases to Blue Angel.

The Claim was originally filed by McKee Nelson, LLP, against the
Debtors on account of unpaid services.  The Claim was subsequently
sold, transferred or assigned to Longacre on March 26, 2009.

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.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Rozenfield Seeks Equity Committee Appointment
----------------------------------------------------------------
Michael Rozenfeld, a Washington Mutual Inc. stockholder has
requested that the Department of Justice revisit a previous
request for an Equity Committee in the Chapter 11 Bankruptcy case
of Washington Mutual Inc.  Mr. Rozenfeld previously filed a
request for an Equity Committee November 10, 2008, shortly after
the seizure of Washington Mutual Bank and numerous subsidiaries.
That request was denied on January 9, 2009, after a brief
investigation and review by Joseph J. McMahon Jr., Department of
Justice.  The primary reason it appears to have been denied was
that anticipated lawsuits had not been filed yet, and the WMI
assets were less than their liabilities.  Mr. McMahon stated at
that time, that the request for an Equity Committee could be
revisited at some future point.

In the November request, Mr. Rozenfeld had conjectured that
lawsuits would be filed against the FDIC and JPMorgan.  Those
lawsuits have since been filed, but there is no resolution of them
as yet.  Shareholders are very positive about a favorable
resolution of those suits but are concerned there may not be
enough time to organize an official Equity Committee to protect
the shareholders when resolution is reached.  WMI appears to be in
negotiations regarding this, based on a review of the attorney
bills on file in the Bankruptcy Court in Delaware.  Judge Mary
Walrath is presiding over that case.

Mr. Rozenfeld is a member of the Washington Mutual Equity Group,
which could be considered an ad hoc Equity Committee.  It
currently consists of approximately 500 members, and Mr. Rozenfeld
made the current request on their behalf.  Getting an Equity
Committee is the sole purpose of that organization.  Their Web
site is http://www.WaMuEquity.org/

Shareholders and the general public are encouraged to visit that
Web site to get more information on the seizure and Equity
Committees.  Another popular shareholder Web site is --
http://www.wamustory.com/-- where a plethora of official
documents regarding the seizure and sale can be found.

The reason for an Equity Committee is to protect shareholder
interests in the resolution of the Chapter 11 bankruptcy that was
filed.  Currently, the shareholders are not formally protected.
Many shareholders have modified their holdings to include shares
of WAHUQ, WAMPQ, WAMKQ and WAMUQ, in an attempt to protect
themselves at least partially.  The Company's net cash flow for
April was $48.8 million.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WEST COAST PROPERTY: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: West Coast Property Consultants, Inc.
        8801 Kenamar Drive
        San Diego, CA 92121

Bankruptcy Case No.: 09-07742

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Edward Medina, Esq.
                  Gordon & Rees LLP
                  101 West Broadway, Suite 1600
                  San Diego, CA 92101
                  Tel: (619) 696-6700
                  Fax: (619) 696-7124
                  Email: emedina@gordonrees.com

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

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

A list of the Company's 14 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/casb09-07742.pdf

The petition was signed by Eric Llera.


WILLETTA LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Willetta LLC
        1617 W. Williams Dr.
        Phoenix, AZ 85027

Bankruptcy Case No.: 09-11977

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Debtor's Counsel: James M. Laganke, Esq.
                  13236 N. 7th St., Suite 4-257
                  Phoenix, AZ 85022
                  Tel: (602) 279-6399
                  Fax: (602) 993-5323
                  Email: jameslaganke@aol.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.  The petition was signed by
Parker Ganem, managing member of the Company.


WILLIAM A. BROCKMAN: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: William A. Brockman
        Post Office Box 601
        Boulder Junction, WI 54512

Bankruptcy Case No.: 09-13513

Chapter 11 Petition Date: May 28, 2009

Court: United States Bankruptcy Court
       Western District of Wisconsin
       http://www.wiw.uscourts.gov(Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Galen W. Pittman, Esq.
                  300 N. 2nd Street, Suite 210
                  P.O. Box 668
                  La Crosse, WI 54602-0668
                  Tel: (608) 784-0841
                  Email: galenpittman@centurytel.net

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

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

A full-text copy of Mr. Brockman's petition, including a list of
his 4 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/wiwb09-13513.pdf

The petition was signed by Mr. Brockman.


WILLIAM S. PORTER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: William S. Porter
        2410 Buckskin Dr.
        Englewood, FL 34223

Bankruptcy Case No.: 09-11364

Chapter 11 Petition Date: May 29, 2009

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

Judge: Catherine Peek McEwen

Debtor's Counsel: R. John Cole, II, Esq.
                  46 N Washington Blvd., Suite 24
                  Sarasota, FL 34236
                  Tel: (941) 365-4055
                  Fax: (941) 365-4219
                  Email: rjc@rjcolelaw.com

Total Assets: $3,461,246

Total Debts: $5,532,119

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

           http://bankrupt.com/misc/flmb09-11364.pdf

The petition was signed by Casey Bradshaw, president of the
Company.


WMG ACQUISITION: Issues $1.1B Senior Secured Notes Due 2016
-----------------------------------------------------------
WMG Acquisition Corp. issued $1,100,000,000 aggregate principal
amount of 9.50% senior secured notes due on June 15, 2016,
pursuant to an indenture dated May 28, 2009, with Wells Fargo Bank
National Association as trustee.

The company used the net proceeds from the Notes offering, plus
approximately $335 million in existing cash, to repay in full all
amounts due under its existing senior secured credit facility and
pay related fees and expenses.

In connection with the repayment, the company terminated the
revolving facility contained under its Amended and Restated Credit
Agreement dated as of April 8, 2004, among the Company, WMG
Holdings Corp., Bank of America, N.A., as administrative agent,
Swing Line Lender and L/C Issuer.

The company said it did not incur premiums or penalties in
connection with the termination of the Credit Agreement.  Bank of
America has provided certain investment banking, commercial
banking and advisory services to the Company in the past,
including acting as one of the initial purchasers in connection
with the Notes offering, the company added.

Interest on the Notes will be payable in cash.  Interest on the
Notes is payable on June 15 and December 15 of each year,
commencing on Dec. 15, 2009, the company said.

New York City-based WMG Acquisition Corp. is a music-based content
company and the successor to substantially all of the interests of
the recorded music and music publishing businesses of Time Warner
Inc.

                            *   *   *

According to the Troubled Company Reporter on May 21, 2009, Fitch
Ratings has assigned a 'BB' rating to WMG Acquisition Corp's
$500 million senior secured note offering.  The proceeds are
expected to be used for general corporate purposes including the
reduction of outstanding balances on the company's secured term
loan.  WMG Acquisition Corp is an indirect wholly owned subsidiary
of Warner Music Group Corp.


XERIUM TECHNOLOGIES: Names David Maffucci as EVP and CFO
--------------------------------------------------------
Xerium Technologies Inc. appointed David G. Maffucci as executive
vice president and chief financial officer effective June 8, 2009.

Since Dec. 1, 2008, Mr. Maffucci has served on Xerium's Board of
Directors and as Chairman of the Company's Audit Committee.  Mr.
Maffucci will remain a member of Xerium's Board of Directors, but
will step down from his positions on the Company's Audit and
Nominating and Governance Committees.  Edward Paquette, who has
been a director since July 2004, is a current member of the
Company's Audit Committee, will serve as Chairman of the Audit
Committee.

From 2005 to 2006, Mr. Maffucci served as executive vice
president of Bowater Incorporated, a manufacturer of newsprint,
and president of Bowater's Newsprint Division.  Previously, from
2002 to 2005, he was executive vice president and chief financial
Officer, and from 1995 to 2002, he was senior vice president and
chief financial officer of Bowater Incorporated.  Mr. Maffucci is
a certified public accountant and also serves as a director of
Martin Marietta Materials, Inc., a producer of construction
aggregates.

"I am delighted that Dave has decided to join the management team
at Xerium after having spent almost six months getting to know us
through his service on our Board of Directors.  We have already
benefitted from Dave's extensive financial strength at the Board
level, and we in management welcome his deep understanding of our
business and Company," said Stephen R. Light, Xerium's President,
Chief Executive Officer and Chairman.

"We also plan to take advantage of Dave's proven strategic skills
as we continue to position our Company for economic recovery and a
return to growth.  I am particularly excited about attracting a
person with Dave's experience and stature within the industry to
assist in implementing Xerium's turnaround strategy and I look
forward to Dave's engagement in our continuing improvement
process, launched in early 2008, that has yielded positive results
to date," said Mr. Light.

                   About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

                          *     *     *

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.

The TCR on June 9, 2008, reported that Moody's Investors Service
revised Xerium Technologies, Inc.'s outlook to positive from
negative, upgraded its speculative grade liquidity rating to
SGL-3 from SGL-4, and upgraded its probability of default rating
to Caa1 from Caa2.

Xerium posted a net loss of $4.3 million for the fourth quarter
ended December 31, 2008, on net sales of $149.4 million; compared
to a net loss of $168.0 million for the same period in 2007, on
net sales of $164.2 million.  Xerium posted a net income of
$26.5 million for year 2008, on net sales of $638.1 million;
compared to a net loss of $150.2 million in 2007, on net sales of
$615.4 million.

At December 31, 2008, Xerium had $811.5 million in total assets,
including $34.7 million in cash and cash equivalents; and
$839.1 million in total liabilities, including $175.9 million in
total current liabilities, resulting in stockholders' deficit of
$27.5 million.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 10-13, 2009
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     25th Annual Bankruptcy & Restructuring Conference
        The Ritz-Carlton Orlando Grande Lakes
           Orlando, Florida
              Contact: http://www.aria.org/

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: May 18, 2009



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***