TCR_Public/090604.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, June 4, 2009, Vol. 13, No. 153

                            Headlines

326 PARTNERSHIP: Case Summary & Largest Unsecured Creditor
ADARE HOMES POTOMAC: Section 341(a) Meeting Scheduled for June 18
AFFINITY GROUP: S&P Assigns 'B-' Rating on $125 Mil. Notes
AMERICAN INT'L: Will Sell NY Headquarters Building, Other Units
AMERICAN ROCK: Moody's Withdraws 'B3' Corporate Family Rating

ARBY'S RESTAURANT: Moody's Reviews Ba2 Ratings on Loans
ARTHUR ZENKERT: Case Summary & 13 Largest Unsecured Creditors
ASTRATA GROUP: Can Not File Annual Report Form 10-K on Time
AUTOSERVE LLC: Case Summary & 12 Largest Unsecured Creditors
AVONDALE GATEWAY: Voluntary Chapter 11 Case Summary

BANKUNITED FINANCIAL: Starts Trading on Pink Sheets
BANNER BEDDING: Emerges From Chapter 11 Bankruptcy
BLAIR FARMS: U.S. Trustee Sets Section 341 Meeting for July 2
BRIAN TUTTLE: Can Sell Residential Lots to Westminster Builders
BUTTERNUT STREET: Case Summary & 20 Largest Unsecured Creditors

CABLEVISION SYSTEMS: S&P Affirms 'BB' Corporate Credit Rating
CALIFORNIA STATE: Must Close Budget Deficit by June 15
CAPITALSOURCE INC: S&P Cuts Counterparty Credit Rating to 'BB/B'
CAPMARK FINANCIAL: Awards Incentive Bonus to Linda Pickles
CARAUSTAR INDUSTRIES: Obtains $75MM DIP Financing From GE Capital

CHRIST TEMPLE HOLINESS: Case Summary & 13 Largest Unsec. Creditors
CHRYSLER LLC: Second Circuit to Hear Fiat Sale Appeal on Friday
CHRYSLER LLC: Gets Final Court Approval to Use Cash Collateral
CHRYSLER LLC: Section 341 Meeting of Creditors Set for June 22
CHRYSLER LLC: Sells 79,010 Units in May 2009

CITADEL BROADCASTING: Taps Lazard Freres as Financial Consultant
CITGO PETROLEUM: Moody's Reviews 'Ba1' Corporate Family Rating
CORINNE DELA CRUZ: Case Summary & 5 Largest Unsecured Creditors
COVINGTON GARDENS: Case Summary & 15 Largest Unsecured Creditors
CRYSTAL GARDEN: Case Summary & Largest Unsecured Creditor

DAVID SCHWARTZMAN: Case Summary & 19 Largest Unsecured Creditors
DEARMAN FORD: Case Summary & Largest Unsecured Creditor
DELPHI CORP: Delphi Files Revised Reorganization Plan
EAGLE GEOPHYSICAL: Files Chapter 11 in Southern District of Texas
EAGLE GEOPHYSICAL: Case Summary & 20 Largest Unsecured Creditors

EAST CAMERON: Files Chapter 11 Plan and Disclosure Statement
EAST STATE EQUIPMENT: Case Summary & 12 Largest Unsec. Creditors
ECOSMARTE: Case Summary & 20 Largest Unsecured Creditors
ENOS LANE: U.S. Trustee Schedules Meeting of Creditors for June 12
GCI INC: S&P Changes Outlook to Stable; Affirms 'BB-' Corp. Rating

GENERAL MOTORS: Court Outlines Protocol Governing Asset Sale
GENERAL MOTORS: Court Enforces Automatic Stay
GENERAL MOTORS: Court OKs Prepetition Employee Obligations Payment
GENERAL MOTORS: Executes Agreement to Settle Nova Scotia Action
GENERAL MOTORS: Inks Vehicle Repurchase Agreement With GMAC

GENERAL MOTORS: Will Sell Hummer Brand to Sichuan Tengzhong
GENMAR HOLDINGS: Files for Chapter 11 Bankruptcy Protection
GENTA INCORPORATED: Amends Consent Pact with 2008 Note Holders
GMAC LLC: U.S. Treasury Increases Stake in Firm to 35.4%
GREGORY SCOTT DAILY: Section 341(a) Meeting Slated for June 12

GYRFALCON: Will Close, To Refund Clients This Month
HANOVER INSURANCE: Tender Offer Won't Affect Fitch's 'BB+' Rating
HARTMARX CORP: Court Okays Emerisque as Stalking Horse Bidder
HATTIE CRANE: Case Summary & 16 Largest Unsecured Creditors
HEIDI HEINEMAN-GUTA: Case Summary & 18 Largest Unsec. Creditors

HERBST GAMING: Has Until June 15 to File Plan of Reorganization
HILVENTURES LP: U.S. Trustee Sets Meeting of Creditors for June 25
HOLLY CORPORATION: Moody's Assigns 'Ba3' Corporate Family Rating
HOLLYWOOD THEATERS: S&P Puts Junk Corp. Rating on Developing Watch
ILLINOIS STUDENT: Moody's Cuts Ratings on Three Bonds to 'Ba1'

IMPLANT SCIENCES: Board of Directors Elects Three New Members
IOWA STUDENT: Moody's Cuts Rating on 2006 B Bonds to 'Ba1'
JEFFERSON TRUCKING: Case Summary & 20 Largest Unsecured Creditors
JG WENTWORTH: Secures Court Approval for Reorganization Plan
JOHN RUSSEL MCGILL: Section 341(a) Meeting Scheduled for June 30

LAMINATES AND THINGS: Case Summary & 20 Largest Unsec. Creditors
LANDSOURCE COMMUNITES: Court OKs Barclays' Disclosure Statement
LARRY M. LOYD: Voluntary Chapter 11 Case Summary
LEAP WIRELESS: Inks Underwriting Pact With Goldman Sachs
LEAR CORP: Nonpayment of Interest Prompts S&P to Cut Rating to 'D'

LEHMAN BROTHERS: Gets OK for Assignment of CDS to Deutsche Bank
LEHMAN BROTHERS: Creditors' Committee Support PBGC Settlement
LEHMAN BROTHERS: Court Appoints Fee Committee & Okays Fee Protocol
LYONDELL CHEMICAL: Solutia Asserts Equistar's Claims Are Barred
MAGNA INT'L: S&P Keeps Rating on WatchNeg. on Exposure to Chrysler

MAYAGUEZ ADVANCED: Case Summary & 18 Largest Unsecured Creditors
MCSTAIN ENTERPRISES: Files for Chapter 11 Bankruptcy Protection
MED-TRANS OF TENNESSEE: Case Summary & 20 Largest Unsec. Creditors
MERCEDES AURORA POSADA: Voluntary Chapter 11 Case Summary
MONELL'S DINING: Files for Chapter 11 Bankruptcy Protection

MORGAN STANLEY: S&P Puts 'B-' Rating on Positive CreditWatch
MSB ENERGY: Voluntary Chapter 11 Case Summary
NEWPORT TELEVISION: Debt Repurchase Cues S&P's Rating Cut to 'SD'
NOBLE INTERNATIONAL: Can Sell European Assets to ArcelorMittal
NORTHFIELD LAB: Case Summary & 30 Largest Unsecured Creditors

NOVELIS INC: S&P Keeps 'BB-' Long-Term Corporate Credit Rating
NRG ENERGY: Moody's Assigns 'B1' Rating on $700 Mil. Senior Notes
OAK INC.: Case Summary & 8 Largest Unsecured Creditors
PACIFIC ENERGY: Creditors Panel Objects to $44MM DIP Financing
PALM VILLAGE: Case Summary & 20 Largest Unsecured Creditors

PHOENIX COYOTES: James Balsillie's Proposal Gets Watchdogs' Okay
PITTSBURGH CORNING: Court Approves Disclosure Statement
PMI GROUP: S&P Raises Counterparty Credit Rating to 'B-'
PRIMUS FINANCIAL: S&P Downgrades Senior Debt Rating to 'BB+'
PROSPECT HOMES: Case Summary & 20 Largest Unsecured Creditors

RAINBOW ELDORA LLC: Case Summary & 2 Largest Unsecured Creditors
RAPTOR GLOBAL: Will Close; To Return Money to Clients
REICHHOLD INDUSTRIES: Moody's Junks Corporate Family Rating
RH DONNELLEY: Seeks to Pay $30.3MM Prepetition Employee Claims
ROBERT JAMES WAGNER: Case Summary & 20 Largest Unsecured Creditors

ROCKWOOD SPECIALTIES: Moody's Affirms 'B1' Corporate Family Rating
ROCKY MOUNTAIN MOTELS: Case Summary & 10 Largest Unsec.Creditors
SAN FELICIANO: Case Summary & 9 Largest Unsecured Creditors
SIX FLAGS: Won't Make $15 Million Semi-Annual Interest Payment
SIX FLAGS: Nonpayment of Interest Cues S&P's Rating Cut to 'D'

SOUTHERN LAND: Case Summary & 20 Largest Unsecured Creditors
STANADYNE CORP: Declining End Markets Cue S&P to Junk Ratings
STANDARD PACIFIC: Inks Employment Pact With Kenneth Campbell
STOMP PORK: Voluntary Chapter 15 Case Summary
TESORO CORPORATION: Moody's Puts 'Ba1' Rating on $300 Mil. Notes

TESORO CORP: S&P Assigns 'BB+' Rating on $300 Mil. Senior Notes
TEXAS BAY OAKS: Voluntary Chapter 11 Case Summary
THOMAS E. MCKINNEY: Case Summary & 5 Largest Unsecured Creditors
TORREYPINES THERAPEUTICS: Board of Directors OKs Liquidation Plan
TRAVELPORT HOLDINGS: S&P Downgrades Corp. Credit Rating to 'B-'

TRIBUNE CO: Buena Vista Replaces Vertis in Creditors' Committee
TRIBUNE CO: Gets Court Okay to Sell Westline to Summit for $6.05MM
TRIBUNE CO: Sidley Austin Bills $1.3MM for April Services
TRIBUNE CO: Opposes Warren Beatty's Move to Dismiss Lawsuit
TRIBUNE CO: 11 Creditors Transfer Claims to ASM & Riverside

TRUMP ENTERTAINMENT: Terminates Agreement on Trump Marina Sale
UNIGENE LABORATORIES: Taps $5MM From Victory Credit Deal
UNITED RENTALS: Fitch Downgrades Issuer Default Rating to 'B+'
UNITED RENTALS: Moody's Affirms Corporate Family Ratings at 'B2'
UNITED RENTALS: S&P Assigns 'B' Rating on $300 Mil. Senior Notes

UTGR INC: S&P Withdraws 'D' Corp. Rating at Company's Request
VISTEON CORP: Seeks to Hire Rothschild as Financial Advisor
VISTEON CORP: Can Tap Kurtzman Carson as Notice & Claims Agent
VISTEON CORP: Gets Interim Court OK to Pay Suppliers $15.4 Million
WABASH NATIONAL: Inks First Forbearance Agreement With Lenders

WALLACE THEATER: S&P Junks Corporate Credit Rating
WENDY INTERNATIONAL: Moody's Reviews B2 Ratings on Three Notes
WENDY'S/ARBY'S GROUP: Amendments Won't Affect S&P's 'B+' Rating
WENDY'S INTERNATIONAL: Moody's Reviews B1 Corp. Family Rating
WESTERN REFINING: Moody's Assigns 'B3' Rating on $600 Mil. Notes

WILDWOOD HOTELS: Case Summary & 3 Largest Unsecured Creditors
YELLOWSTONE CLUB: Sale to CrossHarbor Capital Gets Court Okay

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

                            *********


326 PARTNERSHIP: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: 326 Partnership LP
        2437 Bay Area Blvd. #110
        Houston, TX 77058

Bankruptcy Case No.: 09-33961

Chapter 11 Petition Date: June 2, 2009

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

Judge: Karen K. Brown

Debtor's Counsel: Craig William Saunders, Esq.
                  Barlow Jones & Burst, LLP
                  17225 El Camino Real, Suite 400
                  Houston, TX 77058
                  Tel: (281) 488-8440 ext 104
                  Fax: (281) 488-6832
                  Email: csaunders@btjblaw.com

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

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

TPC Electric Co. Inc. holds a disputed claim for $118,392.



ADARE HOMES POTOMAC: Section 341(a) Meeting Scheduled for June 18
----------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in Adare Homes Potomac Farms 2, LLC's Chapter 11 case on June 18,
2009, at 1:30 p.m.  The meeting will be held at the U.S. Custom
House, 721 19th St., Room 104, in Denver, Colorado.

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
Section 341 Meeting 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.

Greenwood Village, Colorado-based Adare Homes Potomac Farms 2, LLC
filed for Chapter 11 on May 11, 2009 (Bankr. D. Colo. Case No. 09-
18864).  Benjamin H. Shloss, Esq., represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10,000,001 to $50,000,000.


AFFINITY GROUP: S&P Assigns 'B-' Rating on $125 Mil. Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned Norwalk, Connecticut-
based Affinity Group Inc.'s privately placed Rule 144A
$125 million 10.125% senior notes due 2013 its 'B-' issue-level
rating (two notches lower than the 'B+' corporate credit rating on
the company).  S&P also assigned this debt a recovery rating of
'6', indicating S&P's expectation of negligible (0% to 10%)
recovery for noteholders in the event of a payment default.
Proceeds will be used for general corporate purposes and debt
repurchases, including repurchases of Affinion Group Holdings'
$350 million term loan due 2012 on the open market, and
acquisitions.

At the same time, S&P affirmed its existing ratings on the
company, including the 'B+' corporate credit rating.  The rating
outlook is stable.

"The 'B+' corporate credit rating on Affinion Group Inc., the
operating subsidiary of Affinion Group Holdings Inc., reflects
S&P's concern about membership attrition in many of the company's
services, some affinity partner concentration, competitive
pressures in the membership marketing business, and still-high
debt leverage," said Standard & Poor's credit analyst Hal Diamond.
"The company's leading position in membership marketing, recurring
revenue streams from renewals, and positive discretionary cash
flow represent modest positive factors."

Affinion is a direct marketer of membership, insurance, and credit
card ancillary services, primarily sold under the name of affinity
partner institutions, such as financial institutions and
retailers.  Standard & Poor's estimates that the company's two
largest affinity partners, Bank of America and JPMorgan Chase,
accounted for a combined total of slightly less than 20% of
revenues.  The 10 largest affinity partners accounted for about
half of revenues.  This suggests significant concentration risk,
but the actual risk is slightly lower because Affinion typically
controls and retains the underlying existing retail customer
relationships, which account for the majority of its
profitability.  The vast majority of its marketing agreements
allow the company to extend or renew memberships and bill and
collect associated membership fees following any termination.

For the 12 months ended March 31, 2009, consolidated lease-
adjusted debt and preferred stock to EBITDA declined to 5.4x from
6.3x in 2007, largely due to EBITDA growth and some debt
reduction.  Pro forma for the transaction and assuming no debt
repurchases of holding company debt, leverage rises to 5.8x,
roughly the level that existed prior to the 2007 $240.5 million
debt-financed special dividend.  Pro forma lease-adjusted EBITDA
coverage of interest expense and preferred dividends increased to
1.6x for the 12 months ended March 31, 2009, from 1.5x in 2007.
Standard & Poor's expects that the company will continue to
modestly reduce debt over the near term, but S&P does not assume a
low probability of recurring shareholder-favoring transactions.


AMERICAN INT'L: Will Sell NY Headquarters Building, Other Units
---------------------------------------------------------------
American International Group Inc. will sell two buildings in Lower
Manhattan, including its main headquarters at 70 Pine Street and
an adjacent building at 72 Wall Street, Liam Pleven at The Wall
Street Journal reports, citing a person familiar with the matter.

David M. Levitt at Bloomberg News relates in a separate report
that AIG has reached a sale agreement for its headquarters and an
adjacent office building to an undisclosed buyer, citing people
familiar with the matter.

WSJ states that AIG has the right to remain in the Pine Street
building through the end of 2010, and in the Wall Street building
through the end of 2009.  People familiar with the matter said AIG
will move employees into its offices at 180 Maiden Lane, Bloomberg
notes.

Bloomberg, citing Studley capital transactions group chief Woody
Heller, reports that prices in New York have dropped 30% to 50%
since 2007.  "It probably would have traded north of $200 a square
foot, even as vacant property, back in 2007.  The most dramatic
declines have been for vacant space and land," the report quoted
Mr. Heller as saying.

KABR Real Estate Investment Partners LLC said in a statement that
it acquired a New Jersey building from AIG.

           Temasek, Pacific Century Eye AIG Investments

Citing people familiar with the matter, Rick Carew and Jenny
Strasburg at WSJ relates that Temasek Holdings Pte. Ltd. and
Pacific Century Group are considering participating in a Franklin
Templeton Investments-led consortium that is in talks to acquire
AIG Investments, AIG's asset-management business.

The sources, according to WSJ, said that AIG Investments would
fetch a price of about $500 million.  WSJ notes that a deal could
be completed by the end of June.

        AIG to Sell Argentine Consumer Finance Operations

AIG has entered into an agreement to sell 100% of its shares in
its consumer finance operations in Argentina, consisting of
Compania Financiera Argentina S.A., Cobranzas y Servicios S.A.,
and AIG Universal Processing Center S.A., to Banco de Galicia y
Buenos Aires S.A. and an investment group arranged by Grupo
Pegasus.  Financial terms of the transaction were not disclosed.
The transaction is subject to the satisfaction of certain
conditions, including approvals by the Argentine Central Bank and
the Argentine National Commission for the Defense of Competition.

Compania Financiera is a leading provider of personal loans in
Argentina, with 93 branches nationwide, distribution agreements
with approximately 3,900 retailers and approximately one million
customers.

UBS Investment Bank acted as financial advisor and Kramer Levin
Naftalis & Frankel served as legal counsel to AIG on the
transaction.

            Eric Martinez Named United Guaranty CEO

AIG reports that Eric Martinez, Jr., has been named Chief
Executive Officer of United Guaranty Corporation.  UGC, based in
Greensboro, North Carolina, provides mortgage guaranty insurance.

Mr. Martinez succeeds William V. Nutt, who has left the company.

Mr. Martinez has worked with AIG since January 2009 in a variety
of positions, including a leadership role at AIG Global Real
Estate.  He successfully negotiated the sale of several
properties, including the sale of AIG's prime real estate holding
in the Otemachi District of Tokyo, Japan, for approximately
$1.2 billion.  For the past two months, he has led a comprehensive
strategic review for UGC.

Paula Rosput Reynolds, Vice Chairman and Chief Restructuring
Officer of AIG, said, "Eric is a very talented executive and well
suited to the task ahead.  He has successfully realigned
organizations to meet new challenges and I am confident that he
will make significant progress in setting a successful strategy
for UGC."

Prior to joining AIG, Mr. Martinez was Executive Vice President
for Claims, Customer Care and Business Operations for Safeco
Corporation, in Seattle, Washington.  He thoroughly revamped his
organization at Safeco, achieving significant improvements in
customer satisfaction and in employee productivity.

Previously, he served as Executive Vice President of Utility
Operations for AGL Resources, based in Atlanta, Georgia.

Mr. Martinez holds a bachelor's degree in mechanical engineering
from Clemson University, Clemson, South Carolina and a MBA from
Valdosta State University, Valdosta, Georgia.

                            About AIG

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

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

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

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

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

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

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

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


AMERICAN ROCK: Moody's Withdraws 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service withdrew the B3 Corporate Family Rating
and SGL-3 Speculative Grade Liquidity Rating for American Rock
Salt Company LLC.  The company redeemed its 9.50% guaranteed
senior secured notes due 2014; this issuer has no rated debt
outstanding.

Moody's most recent announcement concerning the ratings for
American Rock Salt Company LLC was on September 26, 2008, when
Moody's changed the rating outlook to stable from negative and
affirmed the ratings.


ARBY'S RESTAURANT: Moody's Reviews Ba2 Ratings on Loans
-------------------------------------------------------
Moody's Investors Service placed the ratings of Wendy's
International Holdings, LLC, and its wholly-owned subsidiaries --
Wendy's International Inc. and Arby's Restaurant Group -- on
review for possible downgrade.  The rating actions follow the
announcement that WIH is seeking amendments to its bank agreement
that will permit the company to issue senior unsecured debt
securities.

Moody's review will focus on WIH's ability to obtain an amendment
to its credit agreement as planned, its success in accessing the
debt capital markets, and ultimately the impact any additional
debt will have on debt protection measures.  The review for
downgrade reflects Moody's concern that debt protection measures
could be adversely impacted in the event the company issues
additional debt.

These ratings were placed on review for possible downgrade:

Wendy's International Holdings, LLC

  -- Corporate Family rating at B1
  -- Probability of Default rating at B1

Wendy International Inc.

  -- $100 million 7% senior unsecured notes due 12/15/2025 at B2

  -- $225 million 6.2% senior unsecured notes due 6/14/2014 at B2

  -- $200 million 6.25% senior unsecured notes due 11/15/2011 at
     B2

Arby's Restaurant Group Inc.

  -- Senior secured revolving credit facility expiring 2011 at Ba2
  -- Senior secured term loan B due 2012 at Ba2

The most recent rating action on Wendy's International Holdings,
LLC, occurred on March 23, 2009, when Moody's assigned a first
time CFR and PDR to WIH of B1 and assigned a negative outlook.

Wendy's International Holdings, Inc., is a wholly-owned subsidiary
of Wendy's / Arby's Group Inc.  The company generates annual
revenues of approximately $3.7 billion.


ARTHUR ZENKERT: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Arthur Zenkert
        21 Holland Lane
        Colts Neck, NJ 07722

Bankruptcy Case No.: 09-24307

Chapter 11 Petition Date: June 2, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Debtor's Counsel: Vera Fedoroff, Esq.
                  Atkinson & DeBartolo
                  2 Bridge Ave., PO Box 8415
                  Bldg. 2, 3rd Floor
                  Red Bank, NJ 07701
                  Tel: (732) 530-5300
                  Email: vfedoroff@atkinsondebartolo.org

Total Assets: $3,014,510

Total Debts: $2,889,564

A list of the Company's 13 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/njb09-24307.pdf

The petition was signed by Mr. Zenkert.


ASTRATA GROUP: Can Not File Annual Report Form 10-K on Time
-----------------------------------------------------------
Astrata Group Incorporated disclosed that its Annual Report on
Form 10-K for the period ended February 28, 2009, could not be
filed within the prescribed time period because management
requires additional time to conclude its annual audit.

Astrata Group Incorporated, together with its subsidiaries,
provides location-based information technology products and
services.  The Company was founded in 1986 and is headquartered in
Costa Mesa, California.

                             *   *   *

The Company's consolidated balance sheets dated November 30, 2008,
and February 29, 2008, showed $10.43 million in total assets and
$16.24 million in total liabilities resulting in a $5.8 million
stockholders' deficit.


AUTOSERVE LLC: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Autoserve LLC
        1007 Trakk Lane
        Woodstock, IL 60098

Bankruptcy Case No.: 09-72288

Chapter 11 Petition Date: June 2, 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
12 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/ilnb09-72288.pdf

The petition was signed by John Jacobs, member of the Company.


AVONDALE GATEWAY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Avondale Gateway Center Entitlement, LLC
        15333 North Pima Road, Suite 305
        Scottsdale, AZ 85260

Bankruptcy Case No.: 09-12153

Chapter 11 Petition Date: June 2, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: John J. Hebert, Esq.
                  Polsinelli Shughart, P.C.
                  3636 N. Central Avenue
                  Phoenix, AZ 85012
                  Tel: (602) 650-2011
                  Fax: (602) 391-2546
                  Email: jhebert@polsinelli.com

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

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

The Debtor did not file a list of 20 largest unsecured creditors.


BANKUNITED FINANCIAL: Starts Trading on Pink Sheets
---------------------------------------------------
Brian Bandell at South Florida Business Journal reports that
BankUnited Financial Corporation started trading on the Pink
Sheets on Tuesday, after being delisted from NASDAQ.

As reported by the Troubled Company Reporter on Jun 1, 2009,
BankUnited Financial received a Nasdaq Staff Determination letter
notifying the Company that, in accordance with Marketplace Listing
Rules 5100, 5110(b) and IM-5100-1, the staff of The NASDAQ Stock
Market LLC has determined that the Company's securities will be
delisted from the Nasdaq Stock Market.  Trading of the Company's
securities was halted on May 22, 2009.  Pursuant to the Nasdaq
Determination Letter, the Company could request an appeal to the
Nasdaq Staff Determination; however, the Company didn't intend to
do so.  The Company's stock was suspended at the opening of
business on June 2, 2009.

According to Business Journal, BankUnited Financial shares dropped
31 cents to 18 cents in afternoon trading on Tusday.

                       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.


BANNER BEDDING: Emerges From Chapter 11 Bankruptcy
--------------------------------------------------
Larry Thomas at Furniture Today reports that Banner Bedding Inc.
has emerged from Chapter 11 bankruptcy protection after the U.S.
Bankruptcy Court for the Central District of California approved
the Company's reorganization plan.

Furniture Today relates that under the plan, unsecured creditors
will be paid 3% of the amount they are owed.  Court documents say
that Simmons and Serta -- which have secured claims totaling
$150,000 and $13,211, respectively -- will be paid in full.
Furniture Today states that Simmons also has an unsecured claim of
more than $1.9 million, while other unsecured debts are owed to:

     -- Tempur-Pedic, which is owed $143,334;
     -- Leggett & Platt, which is owed $166,987; and
     -- Culp, which is owed $5,708.

According to Furniture Today, Eugene Scorziell and his wife, Lisa
will continue to manage Banner Bedding.

Furniture Today notes that since Banner Bedding filed for
bankruptcy protection, it has closed 23 of its 37 Southern
California retail stores, significantly reduced its operating
expenses, and restructured its balance sheet.

Riverside, California-based Banner Bedding Inc. dba Banner
Mattress is a bedding retailer and manufacturer.  The Company
filed for Chapter 11 bankruptcy protection on June 9, 2008 (Bankr.
C.D. Calif. Case No. 08-16828).  Daniel J. Weintraub, Esq., at
Weintraub & Selth APC assists the Debtor in its restructuring
efforts.  The Debtor listed $1 million to $10 million in assets
and $1 million to $10 million in debts.


BLAIR FARMS: U.S. Trustee Sets Section 341 Meeting for July 2
-------------------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of creditors
in Blair Farms, Inc.'s Chapter 11 case on July 2, 2009, at
11:00 a.m., at 209 P.O. Bldg., at 118 S Mill St., in Fergus Falls,
Minnesota.

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.

Glenwood, Minnesota-based Blair Farms, Inc., filed for Chapter 11
on May 11, 2009 (Bankr. D. Minn. Case No. 09-60504).  David C.
McLaughlin, Esq., at Fluegel Helseth McLaughlin Anderson
represents the Debtor in its restructuring efforts.  The Debtor
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


BRIAN TUTTLE: Can Sell Residential Lots to Westminster Builders
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
granted Tuttle Land Holdings Corp. permission to sell residential
real property lots located in St. Lucie County, Charlotte County
and Sarasota County in the ordinary course of business.

Tuttle Land is authorized to convey title to Westminster Builders,
a related entity, or a third party purchaser, as the residential
property lots are sold to third party purchasers, and Tutte Land
has the power to sell the single family platted lots in the
ordinary course of business without further court order or
approval pursuant to Sec. 363(c) of the Bankruptcy Code.

Brian R. Tuttle and Merja A. Tuttle of West Palm Beach, Florida,
are real estate developers.  They filed for bankruptcy on October
15, 2008, before the U.S. Bankruptcy Court for the Southern
District of Florida (Case No. 08-25253).  Debtor-affiliates that
filed separate Chapter 11 petitions are Tuttle Land Holding Corp.
(Case No. 08-25255) and TLH-BOS Corp. (Case No. 08-25256).  Judge
Paul G. Hyman Jr. presides over the case.  Robert C. Furr, Esq.,
and Alvin S. Goldstein, Esq., at Furr & Cohen, represent the
Debtors as counsel.  In their schedules, the Debtors listed total
assets of $69,338,910 and total debts of $23,605,666.

On October 15, 2008, the Tuttles filed with the Court a Chapter 11
statement of current monthly income, disclosing $18,333 in total
current monthly income, including $14,000 net monthly income from
business operations.


BUTTERNUT STREET: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Butternut Street Development, LLC
           dba Butternut Court Condominiums
        415 Butternut Street, NW - Suite #T-1
        Washington, DC 20012

Bankruptcy Case No.: 09-00470

Chapter 11 Petition Date: June 2, 2009

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

Debtor's Counsel: Janet M. Nesse, Esq.
                  Stinson, Morrison & Hecker LLP
                  1150 18th St. NW, Suite 800
                  Washington, DC 20036
                  Tel: (202) 785-9100
                  Email: jnesse@stinson.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/dcb09-00470.pdf

The petition was signed by Lee Kriegsfeld, managing member of the
Company.


CABLEVISION SYSTEMS: S&P Affirms 'BB' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BBB-'
issue-level and '1' recovery ratings to CSC Holdings Inc.'s
proposed amended and extended credit facility.  Under terms of the
amendment, the company will issue a new $1.2 billion incremental
extended term loan B which will mature on March 29, 2016.  The
existing $3.4 billion term loan B will then be reduced to
$2.2 billion.  The balance of the total $5.4 billion credit
facility, including the $1 billion revolver, will maintain the
2013 maturity.  The '1' recovery rating indicates the expectation
for a very high (90%-100%) recovery of principal in the event of
default.

Separately, the rating on $650 million of senior secured debt of
Cablevision Systems Corp.'s majority-owned Newsday LLC subsidiary
remains on CreditWatch with negative implications, reflecting
S&P's concerns for recovery prospects for this debt given the
secular decline of the newspaper sector.

S&P has also affirmed all other ratings on Cablevision and
subsidiaries, including the 'BB' corporate credit rating.  The
outlook is negative.  About $12.2 billion of debt was outstanding
at March 31, 2009.

"The changes to the credit facility will not have a material
impact on Cablevision's overall credit profile," said Standard &
Poor's credit analyst Richard Siderman.  The company will pay an
additional 1.5% in annual interest on the extended portion of the
loan and will also pay a one-time five-basis-point fee to all
consenting lenders.  There will be only minor changes in
amortization as a result of the extension and other terms of the
facility remain largely unchanged.  "The net rating impact of the
amended and extended credit facility is neutral," added Mr.
Siderman, "and the increased interest expense on the extended loan
does not materially affect free cash flow while the maturity
extension only marginally lessens refinancing risk."


CALIFORNIA STATE: Must Close Budget Deficit by June 15
------------------------------------------------------
Stu Woo at The Wall Street Journal reports that California Gov.
Arnold Schwarzenegger and the state's chief accountant told
lawmakers on Tuesday that they have until June 15 to close the
state's budget deficit.

State Controller John Chiang said the state will run out of cash
by the end of July 2009 if the budget deficit isn't resolved by
the June 15 deadline, the report states.

WSJ relates that due to declining tax revenues, the state is faced
with a $24 billion deficit in a $92 billion general-fund budget,
in addition to the $42 billion gap that lawmakers closed in
February 2009 through steep cuts and new taxes.

According to WSJ, lawmakers must pass a balanced budget by June 15
for the state to secure its annual loans from Wall Street, which
according to Mr. Chiang, take a month to acquire.  California, WSJ
notes, pays out most of its funds in the first half of the fiscal
year, covering July to December of each year, and receives most of
its revenue in the second half.  Banks would be unwilling to lend
to a state government that doesn't have a balanced budget,
especially during an economic crisis, WSJ says, citing Mr. Chiang.
According to the report, Mr. Chiang said that if the state can't
obtain loans, he would have to delay payments to keep the state
solvent.

The legislature would likely need the rest of June 2009 to close
the entire deficit, WSJ relates, citing Assembly Speaker Karen.
WSJ states that Ms. Karen said lawmakers could pass a partial
solution by June 15 to let the state to borrow the needed funds.


CAPITALSOURCE INC: S&P Cuts Counterparty Credit Rating to 'BB/B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit rating on CapitalSource Inc. to 'BB/B' from
'BBB-/A-3'.  At the same time, S&P lowered its rating on
CapitalSource's subordinated convertible debt to 'B+' from 'BB+'.
The outlook remains negative.

The rating action reflects significant current and expected
deterioration in CapitalSource's commercial loan portfolio, which
is concentrated in higher-risk loan types including commercial
real estate and leveraged loans.  It also reflects CapitalSource's
limited financial flexibility outside of CapitalSource Bank, where
about two-thirds of its total assets reside.  High nonaccruals of
5.9% and net charge-offs of 3.95% in first-quarter 2009 were
largely driven by these types of loans.  Given limited take-
out/refinance options for CapitalSource's nonhealthcare CRE
borrowers and depressed recovery rates on leveraged loans, S&P
expects net losses to accelerate and remain high at least into
2010.

"Apart from credit quality, the rating action also reflects
CapitalSource's limited financial flexibility outside
CapitalSource Bank.  Assets held in nonbank subsidiaries
(excluding net lease assets) are funded for the most part through
nonrecourse securitizations and credit facilities.  While
management has had some success in extending the term of these
facilities to align with the expected run-off date of the funded
assets, it continues to have meaningful liquidity draws related
its syndicated loan facility (which is recourse to CapitalSource)
and unfunded loan commitments (new loans are only being funded at
CapitalSource Bank)," said Standard & Poor's credit analyst Rian
Pressman.

S&P views the encumbrance of nonbank assets as a negative ratings
factor, because it limits financial flexibility and reduces the
security available to support bondholders.  Moreover, the amended
syndicated credit facility has a $200 million step-down
requirement by year-end 2009.  Liquidity is also needed to support
nonbank unfunded loan commitments of about $2.0 billion, although
future loan fundings under these commitments will be less since
many commitments are either discretionary or require the borrower
to pledge additional collateral.  Liquidity sources include
unrestricted cash of almost $300 million, $50 million capacity in
CS VII (a credit facility), and a nearly $100 million capacity in
the revolving tranche of one of CapitalSource's securitizations.

The negative outlook reflects S&P's expectation that asset quality
will continue to deteriorate and financial flexibility outside the
bank will remain limited.  "We may lower the rating if credit and
profitability weakness exceed S&P's current expectations at the
current rating level.  S&P may also lower the rating if
CapitalSource's nonbank liquidity tightens materially.
Conversely, signs of stabilization could result in a stable
outlook," Mr. Pressman added.


CAPMARK FINANCIAL: Awards Incentive Bonus to Linda Pickles
----------------------------------------------------------
The Executive Development and Compensation Committee of Capmark
Financial Group Inc. granted Linda A. Pickles, the Company's
executive vice president, human resources and chief administrative
officer and a named executive officer for 2008, a $100,000
incentive bonus award, under the company Discretionary Bonus Plan.

The company has entered into a written agreement with Ms. Pickles
governing the terms of the 2009 Award.  The 2009 Award will be
paid as soon as practicable following the determination by the
company's chief executive officer that the conditions described in
Ms. Pickles agreement have been met, and in no event later than
ten business days following the date of that determination.

If Ms. Pickles is terminated by the company for any reason other
than cause, then subject to an executed general release of claims
against the company, the company will pay Ms. Pickles her 2009
Award within ten days of that termination.  The foregoing
description of the 2009 Award is qualified in its entirety by
reference to the letter agreement governing the 2009 Awards.

On June 1, 2009, the company and Jay N. Levine, its president and
chief executive officer, entered into an amendment to the Letter
Agreement dated Dec. 18, 2008, that provides for Mr. Levine's base
salary to be reduced, per his request, to an annual rate equal to
$4,000,000 effective as of June 1, 2009.

                          About Capmark

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.

                            *   *   *

As reported by the TCR on Apr. 30, 2009, Moody's Investors Service
downgraded the senior unsecured ratings of Capmark Financial Group
Inc. to 'Caa1' from 'B2', with the rating remaining under review
for possible downgrade.  The rating action reflects the
explanatory note in Capmark's 10-K filing in which its auditors
raise doubt about the company's ability to continue as a going
concern, as well as the still unresolved nature of Capmark's
efforts to modify the terms of its bridge loan agreement and
senior credit facility, which could have implications for its
liquidity and funding.


CARAUSTAR INDUSTRIES: Obtains $75MM DIP Financing From GE Capital
-----------------------------------------------------------------
Caraustar Industries, Inc., received a $75 million debtor-in-
possession credit facility from GE Capital, Restructuring Finance.
The loan will be used for working capital needs as the company
restructures under Chapter 11.

"GE's restructuring expertise and ability to prearrange and
structure a DIP facility that rolls into a Plan-of-Reorganization
facility provided us with the certainty we were seeking in this
challenging environment," William A. Nix, III, vice president,
finance and chief accounting officer of Caraustar Industries,
said.

"GE's restructuring finance expertise, industry acumen and ability
to deliver a fully underwritten solution provides borrowers with
smarter liquidity to help execute their turnaround plans," said
Rob McMahon, managing director of GE Capital, Restructuring
Finance.

Headquartered in Austell, Georgia, Caraustar Industries, Inc. --
http://www.caraustar.com/-- is one of North America's largest
integrated manufacturers of 100% recycled paperboard and converted
paperboard products.  The Debtors serve the four principal
recycled boxboard product end-use markets: tubes and cores;
folding cartons; gypsum facing paper and specialty paperboard
products.

The Company and its affiliates filed for Chapter 11 on May 31,
2009 (Bankr. N. D. Ga. Lead Case No. 09-73830).  James A. Pardo,
Jr., Esq., and Mark M. Maloney, Esq., at King & Spalding represent
the Debtors on their restructuring efforts.  The Debtors listed
$50 million to $100 million in assets and $100 million to
$500 million in debts.


CHRIST TEMPLE HOLINESS: Case Summary & 13 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Christ Temple Holiness Church
        4000 Velva Avenue
        Shreveport, LA 71105

Bankruptcy Case No.: 09-11594

Chapter 11 Petition Date: June 2, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Shreveport)

Debtor's Counsel: Ralph Scott Bowie, Jr., Esq.
                  Daye, Bowie & Beresko, APLC
                  400 Travis, Suite 700
                  Shreveport, LA 71101
                  Tel: (318) 221-0600
                  Fax: (318) 221-8158
                  Email: rsbowie@bellsouth.net

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/lawb09-11594.pdf

The petition was signed by Rev. Lawrence E. Hart, Sr., director
and pastor of the Company.


CHRYSLER LLC: Second Circuit to Hear Fiat Sale Appeal on Friday
---------------------------------------------------------------
The Second U.S. Circuit Court of Appeals in New York has agreed to
hear the Indiana Pensioners of the order approving Chrysler LLC
and its debtor-affiliates' sale of substantially all of their
assets to New CarCo Acquisition LLC, a new company formed by
Italy-based automaker Fiat S.p.A., says the Washington Post.  A
hearing on the appeal is scheduled for Friday, the report said.

As previously reported by the Troubled Company Reporter, Judge
Arthur J. Gonzalez of the U.S. Bankruptcy Court for the Southern
District of New York has authorized Chrysler LLC to take directly
to the court of appeals instead of the district court the appeal
of the sale order.  The bankruptcy judge issued the decision after
Chrysler requested to skip the district court level, which
normally would be the next stop for an appeal of a bankruptcy
ruling.  Chrysler expressed concern over the delay that may result
from appealing to the district court and thereafter to the court
of appeals especially that it has only about two weeks to complete
the sale.

In a two-page order dated June 2, Judge Gonzalez held that
skipping the district court is appropriate as the case "involves a
matter of public importance, and an immediate appeal may
materially advance the progress of this case."  The closing is
critical because Fiat can walk away from the deal if it is not
completed by June 15.  Chrysler's move to skip the district court
level drew support from Fiat, UAW, JPMorgan Chase Bank N.A., and
the Official Committee of Unsecured Creditors.

Meanwhile, the Indiana Pensioners, the Ad Hoc Committee of
Consumer-Victims of Chrysler LLC, Patricia Pascale, William
Lovitz, Farbod Nourian, Brian Catalano, Center for Auto Safety,
Consumer Action, Consumers for Auto Reliability and Safety,
National Association of Consumer Advocates, and Public Citizen
have already notified the Bankruptcy Court of their decision to
appeal the sale of Chrysler's assets.

Indiana State Treasurer Richard Mourdock disclosed in an official
statement that the state will appeal Judge Gonzalez's decision.
"I am disappointed but not surprised by the ruling of Judge Arthur
Gonzalez regarding the bankruptcy sell of Chrysler, LLC.  The
court is determined to rewrite 150 years of law defining 'secured
creditor,'" he said.  "It saddens me to see government conducted
in this manner.  According to Mr. Mourdock, Judge Gonzalez's
opinion stating that "[t]he debtors are receiving fair value for
the assets being sold. Not one penny of the debtor's assets is
going to anyone other than senior lenders" is "very disturbing"
because the new Chrysler Group will be in possession of Chrysler,
LLC's best performing factories and dealerships.  "Fiat will be
controlling 20%, and the governments of the United States and
Canada will be controlling 20% and 2% respectively.  Yet, our
Indiana State Police retirees, Hoosier taxpayers, and Hoosier
teacher retirees will only be receiving $0.29 on the dollar for
their position as secured creditors," he pointed out.  In
addition, Judge Gonzalez did not even address the issue of the
illegal misuse of TARP funds, Mr. Mourdock complained.  "The TARP
statutes clearly provide federal bailout money for 'financial
institutions.'  Chrysler is not a financial institution and
therefore the use of federal TARP funds to leverage its sale to
the government's preferred unsecured creditors is illegal.  I
cannot stand by while the federal government treats our state
police officers, teachers, and taxpayers in that manner.  I have
instructed our attorneys to appeal the decision made by Judge
Gonzalez to the U.S. District Court."

               Sale Allows Chrysler to Start Afresh

As previously reported, the Asset Sale was approved by Judge
Gonzalez a month after Chrysler filed for bankruptcy protection.
"With this approval, the new Chrysler Group is created and can
prepare to launch as a vibrant new company formed with Fiat," said
Robert L. Nardelli, Chairman and Chief Executive Officer of
Chrysler LLC in an official statement.  Through the hard work and
foresight of many Chrysler stakeholders, Chrysler Group will soon
begin operations with significant strategic advantages, such as a
wage and benefit structure for active and retired employees that
is competitive with those of transplant manufacturers; a reduction
of debt and interest expense; the disposition of idle assets; a
rationalized and more efficient dealer network; and sound
agreements with our suppliers, he said.  While this has been an
extremely difficult chapter in Chrysler's history for all
involved, the new Company and its customers, employees and
suppliers can now begin on a fresh page, he added.  According to
the company, the alliance with Fiat provides Chrysler Group with
access to exciting products that complement the Company's current
portfolio, technology cooperation and stronger global
distribution.  Work with Fiat is already well underway to develop
the next generation of environmentally friendly, fuel-efficient
high-quality vehicles, the statement added.  Mr. Nardelli pointed
out that these and other important steps taken over the past month
will position Chrysler Group to provide customers and dealers with
the high quality vehicles and service they expect, and enable the
new company to become a strong competitor.  Many of Chrysler's
stakeholders have worked expeditiously together to launch Chrysler
Group, which will move quickly to realize the benefits of the
alliance.   "We are very grateful to loyal Chrysler customers who
have supported us throughout this process and assure them Chrysler
Group is well prepared to produce and support quality vehicles
under the Jeep(R), Dodge and Chrysler brands as well as parts
under the Mopar(R) brand," continued Mr. Nardelli.  "We also
recognize the sacrifices, unstinting loyalty and enduring belief
in Chrysler of many stakeholders, including Cerberus and Daimler,
the UAW and CAW leadership, employees, dealers and suppliers who
made critical contributions to the viability of Chrysler Group,
Chrysler Financial and their efforts with GMAC to provide
financing, and the energy and commitment of the U.S. Treasury, the
President's Auto Task Force, Members of Congress and
representatives at the state and community level and Canadian
Federal and Ontario Provincial governments in helping to move
Chrysler Group forward.  Without the extraordinary efforts of all
these constituents, the alliance and the creation of a new
Chrysler would not have been possible."

Chrysler's Mexican, Canadian and other international operations
will also be acquired by Chrysler Group.

As the Company announced previously on April 30, Mr. Nardelli, who
had been leading Chrysler since August 2007, will resign from
Chrysler LLC on completion of the transaction.  He will return to
Cerberus Capital Management LP as an advisor.

An errata order containing non-material technical modifications to
the 47-page opinion approving the sale issued by Judge Gonzalez on
May 31, 2009, has been entered by the Court, a full-text copy of
which is available for free at:

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

The Court also made minor technical corrections to the Opinion and
Order Regarding Emergency Economic Stabilization Act of 2008 and
Troubled Asset Relief Program dated May 31, 2009.

                       June 5 Closing Date

In his formal order approving the Sale entered on June 1, 2009,
Judge Gonzalez ruled that the Sale Order will not be stayed for 10
days after its entry and will be effective as of 12:00 noon,
Eastern Time, on Friday, June 5, 2009.  Any party objecting to the
Sale Order must exercise due diligence in filing an appeal and
pursuing a stay or risk its appeal being foreclosed as moot, he
added.  A full-text copy of Judge Gonzalez's June 1 Order is
available for free at:

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

The Court considered the Debtors' request for a waiver of the stay
imposed, pursuant to Rules 6004(h) and 6006(d) of the Bankruptcy
Code; objections filed to that request; and Debtors' modified
request as of June 1, 2009, whereby the Debtors' sought a waiver
of the stay imposed to permit a closing to take place on Thursday,
June 4, 2009, at 9:00 a.m.  In their modified request, the Debtors
reference the deposition testimony of Matthew Feldman, an advisor
to the President's Auto Task Force, indicating that the Debtors
are losing $100 million a day, and the other exigent circumstances
facing Chrysler, including the continuing deterioration of its
asset value, its supply chain, and its going-concern value.

Judge Gonzalez consequently determined that a partial waiver of
the stay is justified and that any request to further modify the
stay should be made to the appellate court.

Prior to the Court's decision shortening the 10-day stay, the
Indiana Pensioners objected saying that the bankruptcy court must
provide the court of appeals with sufficient time to decide
whether it will accept the appeals, and order an expedited
briefing schedule to allow the parties to be actually heard.
Glenn Kurtz, Esq., at White & Case LLP, in New York, said this
cannot be accomplished with only the two or three day stay
proposed by Chrysler.

Chrysler's request to waive the automatic 10-day stay also drew
opposition from the Ad Hoc Committee of Consumer-Victims, the
Committee of Chrysler Affected Dealers, JJF Management Services
Inc. and its dealership affiliates, and Bellavia Gentile &
Associates LLP, as counsel for a group of affected dealers.  The
groups said that they would be denied of their right to appeal the
sale if the automaker is allowed to waive the 10-day stay.

If the deal is completed prior to June 15, 2009, Chrysler will
receive $2 billion and will be able to take advantage of Fiat's
expertise in making smaller but more fuel-efficient cars in its
US-based factories.  In return, Fiat will control 20% of Chrysler
which could be increased to 35% if certain milestones are met.
Meanwhile, 68% will be owned by a union trust while the remaining
12% will be shared by the U.S. and Canadian governments, which
together are providing Chrysler with more than $4.9 billion in
bankruptcy loan and the new alliance with about $6 billion of
funding to maintain operations.

Chrysler did not get approval of the sale without receiving
criticisms from various groups including retirees Fred Luss and
Donald Miltz, who disapproved of the termination of non-union
benefit plans in connection with the sale.  Some of these
objections had been resolved including that of the Ohio Bureau of
Workers' Compensation, which expressed concern that Chrysler would
not have the resources to pay the affected Ohio workers if the
sale would be approved without New CarCo assuming its liabilities
for the workers.

                         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: Gets Final Court Approval to Use Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted, on a final basis, Chrysler LLC and its debtor-affiliates'
request for authority to use prepetition cash collateral, and to
provide adequate protection to the First Priority Secured Parties,
including the Prepetition First Priority Lenders.

The Debtors are authorized to use the Cash Collateral in
accordance with the approved 9-week budget, a copy of which is
available for free at:

    http://bankrupt.com/misc/Chrysler_9-Week_DIP_Budget.pdf

Judge Arthur Gonzalez ruled that the First Priority Secured
Parties are entitled to adequate protection of their interests in
the Cash Collateral and other Prepetition First Lien Collateral,
in an amount equal to the aggregate diminution in value of the
Collateral resulting from the sale, lease or use by the Debtors of
the Collateral, or resulting from the imposition of the automatic
stay pursuant to Section 362 of the Bankruptcy Code.

As adequate protection, the First Priority Agent, the Collateral
Trustee and the First Priority Secured Parties are granted these
claims, liens, rights and benefits:

  (a) superpriority claims under Section 507(b) of the
      Bankruptcy Code;

  (b) adequate protection liens that include replacement liens
      and subordinated to or made pari passu with any other lien
      or security interest granted under Sections 363 or 364 of
      the Bankruptcy Code;

  (c) upon consummation of the Chrysler Fiat sale transaction,
      not less than $2 billion in cash of the purchase price
      will be allocated as proceeds of Collateral and will be
      indefeasibly paid immediately upon consummation of the
      Fiat Transaction directly from New Chrysler to the First
      Priority Agent for immediate distribution to the First
      Priority Secured Parties;

  (d) the Debtors will provide to the First Priority Agent and
      the Prepetition First Priority Lenders copies of all
      financial reports and information delivered to the DIP
      Lenders pursuant to the DIP Credit Agreement.  The Debtors
      will also permit representatives, agents and employees of
      the First Priority Agent or any of the Prepetition First
      Priority Lenders to have reasonable access to the Debtors'
      premises and non-privileged records during normal business
      hours; and

  (e) as additional adequate protection, the Debtors are
      authorized and directed to pay or reimburse all reasonable
      fees, costs and charges incurred by the First Priority
      Agent or the Collateral Trustee in connection with matters
      relating to the Final Cash Collateral Order and the
      monitoring of the bankruptcy cases or the enforcement and
      protection of the rights and interests of the First
      Priority Agent, the Collateral Trustee and the Prepetition
      First Priority Lenders in respect of the Debtors' adequate
      protection obligations and the First Priority Secured
      Obligations.

A copy of the Final Cash Collateral Order is available for free
at:

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

As reported by the Troubled Company Reporter on May 8, 2009,
Chrysler LLC is a party to an amended and restated first lien
credit agreement with:

  (a) CarCo Intermediate HoldCo II LLC, Chrysler's immediate
      parent company and a nondebtor, as guarantor;

  (b) Chrysler, as borrower;

  (c) the lender parties thereto; and

  (d) JP Morgan Chase Bank N.A. as administrative agent.

The First Lien Credit Agreement sets forth the terms and
conditions of a $10 billion term loan that matures on August 2,
2013.  Corinne Ball, Esq., at Jones Day, in New York, the Debtors'
proposed counsel, relates that within three months after the
first lien loan was made, a significant payment of $3 billion
reduced the outstanding principal amount to $7 billion in
November 2007.  As of the Petition Date, the principal amount
outstanding under the First Lien Credit Agreement was
approximately $6.9 billion.  Principal payments of 0.25% of the
original principal amount of $7 billion are due quarterly.  Given
the nature of this financing as a term loan, no additional
borrowing has been available under the First Lien Credit Agreement
since its inception, Ms. Ball notes.

Chrysler Parent, as borrower, and the U.S. Treasury, as lender,
entered into a loan and security agreement on December 31, 2008.
The Troubled Assets Relief Program Loan Agreement sets forth the
terms and conditions of a $4 billion loan for general corporate
and working capital purposes that matures no later than
January 2, 2012.

Ms. Ball tells the Court that concurrently with entering into the
TARP Loan Agreement, Chrysler Parent provided the U.S. Treasury
with a separate promissory note amounting to $267 million that
matures on January 2, 2012.  She discloses that CarCo
Intermediate HoldCo I LLC, CarCo Holding II, Chrysler and certain
of Chrysler's domestic subsidiaries are guarantors of the TARP
Financing.

Under the First Lien Credit Agreement, the Debtors granted to the
Collateral Trustee a security interest in and first lien on
substantially all of their assets, including accounts receivable,
inventory, equipment, books and records, cash, general
intangibles, real property and a pledge of all of the capital
stock of each of Chrysler's domestic subsidiaries and 65% of all
of the capital stock of each of Chrysler's first-tier foreign
subsidiaries, but excluding certain exclusive collateral of the
U.S. Treasury.

As security for the TARP Financing, the U.S. Treasury was granted
a first priority lien on all unencumbered assets and Chrysler's
Mopar parts inventory and a third priority lien on other assets
serving as collateral for the obligations under the First Lien
Credit Agreement and the Owners' Loan Agreement.  In addition,
the U.S. Treasury's recourse to the direct or indirect equity
interest of Chrysler Parent in FinCo Intermediate HoldCo LLC or
any of its subsidiaries, including Chrysler Financial, is limited
to $2 billion.  The TARP Loan was amended on April 30, 2009 to
provide for a working capital line of up to $500 million.  As of
the Petition Date, less than $100 million of working capital is
expected to be outstanding.

Ms. Ball says that the Debtors' obligations under the First Lien
Credit Agreement are secured by liens granted to the Collateral
Trustee on certain property of the estate.  She adds that the
Debtors are currently in possession of cash that is Prepetition
First Lien Collateral and may generate additional cash proceeds
from the sale or other disposition of other Prepetition First
Lien Collateral, which cash and cash proceeds are cash collateral
of the First Lien Prepetition Lenders within the meaning of
Section 363(a) of the Bankruptcy Code.

                         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: Section 341 Meeting of Creditors Set for June 22
--------------------------------------------------------------
Diana G. Adams, the Acting United States Trustee for Region 2,
will convene a meeting of the creditors of Chrysler LLC and its
debtor-affiliates on June 22, 2009, at 1:00 p.m. Eastern Time, at
The New York Helmsley Hotel, 212 East 42nd Street, in New York.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

The meeting may be continued or adjourned from time to time by
notice at the meeting, without further written notice to the
creditors.

                         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: Sells 79,010 Units in May 2009
--------------------------------------------
Chrysler LLC reported May U.S. total sales of 79,010 units,
representing the best retail sales month of 2009 and a retail
performance that was better than the industry average.  Compared
to May 2008, retail sales decreased 30%.  During the month of May,
Chrysler didn't produce any vehicles for fleet sales which
resulted in a fleet sales reduction of 90% year-over-year for the
same period.

"We are pleased that consumers responded to Chrysler's
reorganization by purchasing our products, resulting in our best
retail sales month of the year," said Chrysler Vice Chairman and
President Jim Press.  "Overall our sales were above expectations
during this month of transition."

On June 1, the U.S. Bankruptcy Court approved the sale of the
majority of Chrysler's assets to a new company, Chrysler Group
LLC, in alliance with Fiat S.p.A.

"The uncertainty that has been surrounding Chrysler for the last
few months is coming to an end, and a vibrant, new company is
beginning to take shape," Mr. Press added.  "One that will better
serve our customers and dealers with a broader and more
competitive lineup of environmentally friendly, fuel-efficient,
high-quality vehicles."

May was the best retail sales month of 2009, with 74,741 retail
units sold.

    * Chrysler's retail market share is higher than May of last
      year and also stronger than last month

    * Jeep Wrangler continued its strong upward sales trend for
      the fifth month in a row, with May retail sales up 4%
      year-over-year compared to May 2008 and up 8% compared to
      the previous month.  Wrangler also increased its share of
      the segment for the fifth month in a row

    * Chrysler brand retail sales improved 32% compared to the
      previous month

    * Dodge brand retail sales increased 23% compared to the
      previous month

    * Jeep brand retail sales were up 21% compared to April 2009

"May was a very encouraging retail month for Chrysler and the
industry," said Steven Landry, Executive Vice President North
American Sales and Marketing, Service and Parts of Chrysler.
"Retail sales for the industry came in stronger than expected and
our retail performance during our restructuring was even stronger
than the industry, giving us improved share and optimism that the
market is showing signs of life."

Compared to the same time period in 2008, Chrysler LLC's total
sales decreased 47%.  The Company finished the month with 260,407
units representing an 86 day supply.  Inventory is down 37%
compared with May 2008 when it totaled 412,009 units.

Product Redistribution

Chrysler is taking actions to assist in the redistribution of
remaining eligible inventory of dealers who had their sales and
service agreements rejected.  The inventory from the rejected
dealers will be matched with dealers who are moving forward with
the new company and need to replenish their inventory or acquire
inventory for additional brand lines they may add.

                     Chrysler LLC U.S. Sales Summary Thru May 2009
                     ---------------------------------------------
                                  Month Sales              Vol %
    Model                       Curr Yr        Pr Yr        Change
    -----                      -------         -----        ------
    Sebring                      1,977         7,124          -72%
    300                          3,679         4,763          -23%
    Crossfire                       58           250          -77%
    PT Cruiser                   1,276         5,203          -75%
    Aspen                          678         2,037          -67%
    Pacifica                       347           530          -35%
    Town & Country               7,972        12,869          -38%
      CHRYSLER BRAND            15,987        32,776          -51%
      --------------            ------        ------          ---
    Compass                        936         3,114          -70%
    Patriot                      2,347         8,199          -71%
    Wrangler                     9,294         9,260            0%
    Liberty                      4,615         6,228          -26%
    Grand Cherokee               3,480         6,979          -50%
    Commander                      952         2,061          -54%
      JEEP BRAND                21,624        35,841          -40%
      ----------                ------        ------          ---
    Caliber                      2,991        12,856          -77%
    Avenger                      2,512         6,354          -60%
    Charger                      4,082        10,134          -60%
    Challenger                   2,695            71         3696%
    Viper                           44           126          -65%
    Magnum                           8           274          -97%
    Dakota                         863         3,605          -76%
    Ram P/U                     15,516        19,727          -21%
    Journey                      4,023         7,520          -47%
    Caravan                      5,660        13,655          -59%
    Durango                        596         1,360          -56%
    Nitro                        1,845         2,667          -31%
    Sprinter                       564         1,781          -68%
      DODGE BRAND               41,399        80,130          -48%
      -----------               ------        ------          ---

      TOTAL CHRYSLER LLC        79,010       148,747          -47%

                TOTAL CAR       18,046        42,124          -57%
                TOTAL TRUCK     60,964       106,623          -43%
                -----------     ------       -------          ---
    Selling Days                    26            27

                                   Sales CYTD               Vol %
     Model                       Curr Yr       Pr Yr        Change
     -----                       -------       -----        ------
    Sebring                      8,933        42,911          -79%
    300                         16,382        35,486          -54%
    Crossfire                      235           905          -74%
    PT Cruiser                   7,488        26,614          -72%
    Aspen                        4,484        12,289          -64%
    Pacifica                     1,486         3,888          -62%
    Town & Country              36,559        57,973          -37%
      CHRYSLER BRAND            75,567       180,066          -58%
      --------------            ------       -------          ---
    Compass                      4,795        16,318          -71%
    Patriot                     10,733        31,795          -66%
    Wrangler                    44,080        39,773           11%
    Liberty                     19,890        35,917          -45%
    Grand Cherokee              19,467        36,739          -47%
    Commander                    4,875        14,352          -66%
      JEEP BRAND               103,840       174,894          -41%
      ----------               -------       -------          ---
    Caliber                     13,769        53,012          -74%
    Avenger                     12,430        37,266          -67%
    Charger                     25,972        50,173          -48%
    Challenger                  13,713            71        19214%
    Viper                          289           515          -44%
    Magnum                          85         6,061          -99%
    Dakota                       6,098        14,936          -59%
    Ram P/U                     80,038       112,795          -29%
    Journey                     22,153        17,569           26%
    Caravan                     35,927        61,591          -42%
    Durango                      2,458        13,186          -81%
    Nitro                        8,414        21,321          -61%
    Sprinter                     2,147         6,913          -69%
      DODGE BRAND              223,493       395,409          -43%
      -----------              -------       -------          ---

      TOTAL CHRYSLER LLC       402,900       750,369          -46%

                TOTAL CAR       91,810       227,289          -60%
                TOTAL TRUCK    311,090       523,080          -41%
                -----------    -------       -------          ---
    Selling Days                   127           129

                         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)


CITADEL BROADCASTING: Taps Lazard Freres as Financial Consultant
----------------------------------------------------------------
Citadel Broadcasting Corp. said in a filing with the U.S.
Securities and Exchange Commission that it has hired Lazard Freres
& Co. LLC to provide financial advice as the Company considers a
possible refinancing and restructuring of its debt.

Sarah McBride at The Wall Street Journal reports that Citadel has
struggled with issues related to its covenants with lenders in
recent months.  Citadel said in its latest earnings report issued
in May that it avoided default by working with creditors to modify
its debt.

Headquartered in Las Vegas, Nevada, Citadel Broadcasting Corp.
(NYSE: CDL) -- http://www.citadelbroadcasting.com/-- is a radio
broadcaster comprised of 165 FM and 58 AM stations in more than 50
markets.  The Company's 2008 revenues were approximately
$863 million.

                            *    *    *

As reported by the Troubled Company Reporter on June 3, 2009,
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.

According to the TCR on April 14, 2009, Moody's Investors Service
said Citadel Broadcasting Corporation's recent amendment and
waiver to its credit agreement wouldn't impact the company's Caa2
Corporate Family Rating, Caa3 Probability of Default Rating, its
SGL-4 rating or its rating outlook which is negative.  The last
rating action on Citadel was on February 13, 2009, when Moody's
downgraded the company's CFR to Caa2 from B3 and PDR to Caa3 from
Caa1.


CITGO PETROLEUM: Moody's Reviews 'Ba1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade CITGO Petroleum Corporation's Ba1 Corporate Family
Rating, the Baa3 (LGD 2, 25%) senior secured term loan and term
loan B ratings, its pollution control bonds rated Baa3 (LGD 3,
31%), and its Ba2 Probability of Default rating.  This action is
in response to weak refining fundamentals and concerns over the
company's tight liquidity position.  Underlying CITGO's Ba1 CFR is
a baseline credit assessment of 14 (corresponding to Ba2).  CITGO,
as a wholly-owned subsidiary of Petroleos de Venezuela (PDVSA,
rated B1 Global Local Currency Issuer Rating), is subject to joint
default analysis as a government-related issuer.

Moody's notes that CITGO sustained a net loss of $10 million in
the first quarter of 2009 reflecting expenses related to its
heating oil subsidy program but also the impact of lower product
sales volumes and narrowing light/heavy crude oil differentials
that resulted in significantly reduced refining margins.  While
this loss could reverse as the year progresses, the company's
earnings and cash flow are likely to be lower than in prior years,
even as mandated capital ramps up for low sulfur diesel
compliance.

Of greater concern is the company's constrained liquidity, as the
leverage covenant under its $1.1 billion secured revolving credit
is near its maximum 55% total debt/capital, a condition resulting
mainly from a debt-funded $1 billion intercompany loan made to its
parent, PDVSA, in 2007.  The company retains access to the
facility, with about $300 million of unused capacity; however, a
covenant breach could prevent it from accessing the facility.  The
company also uses a $450 million accounts receivable facility as a
major source of liquidity and is in the process of negotiating its
renewal.

Moody's review will focus on CITGO's liquidity sources as it
undertakes to renew the accounts receivable facility and begins to
address the maturity of its secured bank revolver, which matures
in November 2010.  It will also review CITGO's capital needs in
2009 and 2010, both for maintenance and ultra-low sulfur diesel
investments, and their potential impact on future leverage and
financial flexibility as the company looks to finance the
investments.  Finally, Moody's will assess the likelihood of
additional liquidity support or debt reduction alternatives open
to CITGO from PDVSA, which has taken significant dividends out of
the company in recent years and has incurred a $1 billion note
payable to CITGO that matures in December 2009.  The rating review
could result in a downgrade of the company's ratings by more than
one notch.

Moody's last rating action affecting CITGO occurred on
December 14, 2007, when it affirmed CITGO's ratings in response to
the announced plan to upstream $1 billion to its parent in the
form of a loan.

CITGO Petroleum Corporation is headquartered in Houston, Texas.


CORINNE DELA CRUZ: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Corinne Dela Cruz
           aka E Corinne Dela Cruz
        1012 North Edgemont Street
        Los Angeles, CA 90029

Bankruptcy Case No.: 09-23597

Chapter 11 Petition Date: June 1, 2009

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

Judge: Richard M. Neiter

Debtor's Counsel: M Jonathan Hayes, Esq.
                  9700 Reseda Bl, Ste 201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  Email: jhayes@polarisnet.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. Dela Cruz's petition, including a list of
her 5 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/cacb09-23597.pdf

The petition was signed by Ms. Dela Cruz.


COVINGTON GARDENS: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Covington Gardens, LLC
        15487 Tchefuncte Drive
        Covington, LA 70433

Bankruptcy Case No.: 09-11643

Chapter 11 Petition Date: June 2, 2009

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Phillip K. Wallace, Esq.
                  2027 Jefferson Street
                  Mandeville, LA 70448
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823
                  Email: PhilKWall@aol.com

Total Assets: $4,481,800

Total Debts: $3,106,765

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

          http://bankrupt.com/misc/laeb09-11643.pdf

The petition was signed by Thomas S. Johnston, managing member of
the Company.


CRYSTAL GARDEN: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Crystal Garden Properties, L.P.
        P. O. Box 1449
        Weatherford, TX 76086

Bankruptcy Case No.: 09-43250

Chapter 11 Petition Date: June 1, 2009

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

Judge: Russell F. Nelms

Debtor's Counsel: Edwin Paul Keiffer, Esq.
                  Wright Ginsberg Brusilow, PC
                  1401 Elm Street, Suite 4750
                  Dallas, TX 75202
                  Tel: (214) 651-6517
                  Fax: (214) 744-2615
                  Email: pkeiffer@wgblawfirm.com

Total Assets: $16,000,000

Total Debts: $6,431,074

The Debtor's Largest Unsecured Creditors:

Entity                      Nature of Claim          Claim Amount
------                      ---------------          ------------
Vintage Designs             Consultant Agreement        unknown
1807 East Edgewood, Ste B
Springfield, MO 65804

The petition was signed by Troy Clanton.


DAVID SCHWARTZMAN: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: David Schwartzman
        22255 Mulholland Drive
        Woodland Hills, CA 91364

Bankruptcy Case No.: 09-16565

Chapter 11 Petition Date: June 1, 2009

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

Judge: Maureen Tighe

Debtor's Counsel: Victor A. Sahn, Esq.
                  333 S. Hope St., 35th Floor
                  Los Angeles, CA 90071-1406
                  Tel: (213) 626-2311
                  Fax: (213) 629-4520
                  Email: vsahn@sulmeyerlaw.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                          Claim Amount
   ------                          ------------
GE Business Financial Services     $32,000,000
500 W. Monroe St.
Chicago, IL 60661

Capmark Finance Inc.               $18,900,000
6955 Union Park Centre
Midvale, UT 84047

Central Pacific Bank                $11,400,000
220 South King St.
Honolulu, HI 96813

Preferred Bank                       $11,348,000

Comerica Bank                        $10,441,000

Cathay Bank                           $9,230,449

First Regional Bank                   $6,160,000

Ziegler Family Trust                  $5,764,642

East-West Bank                        $2,500,000

Countrywide Bank FSB                  $2,238,288

Paul Hastings Janofsky & Walker       $1,270,000

GCRE III LLC                          $1,000,000

Jerry & Jon Monkarsh                    $932,500

Optical Communications Products         $625,000

US Bank                                 $176,620

Bentley Financial Services               $75,000

Bank of America                          $11,272

Mercedes Benz Financial                   $7,900

American Express                          $4,603


DEARMAN FORD: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Dearman Ford, Inc.
        P.O. Box 370
        Leakesville, MS 39451

Bankruptcy Case No.: 09-51118

Chapter 11 Petition Date: June 2, 2009

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Gulfport Divisional Office)

Judge: Neil P. Olack

Debtor's Counsel: Christopher F. Dobbins, Esq.
                  7375 Jernigan Road
                  Leakesville, MS 39451
                  Tel: (601) 394-4447

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

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

Ford Motor Credit holds an unliquidated claim for $580,000.

The petition was signed by Gary L. Dearman, owner of the Company.


DELPHI CORP: Delphi Files Revised Reorganization Plan
-----------------------------------------------------
Delphi Corp. disclosed Monday details of a settlement with former
parent General Motors Corp. intended to result either in the
modification of the previously confirmed reorganization or in a
sale of the businesses, Bloomberg's Bill Rochelle reports.

As explained in detail in the revised reorganization plan
and explanatory disclosure statement filed Monday with the U.S.
Bankruptcy Court for the Southern District of New York, GM will
take over the global steering operations while an affiliate of
Platinum Equity LLC will operate most of the remaining U.S. and
foreign businesses supported by $3.6 billion in capital.

If the proposal is resisted by creditors and the reorganization
plan is not implemented, the settlement calls for completion of
the transactions through a sale requiring only approval from the
Court.

The lenders who provided the $4.35 billion credit to finance the
Chapter 11 case still are theoretically being paid in full,
according to the report.  The amount of the so-called DIP loan
currently is just over $3 billion.

Under the revised plan, the higher tranches of the DIP loan are to
be paid in full when the plan becomes effective.  The second-
priority tranche will receive $291 million cash plus a $145.5
million interest in the Platinum entity that owns reorganized
Delphi.  The preferred will pay 8 percent interest.

Unsecured creditors, whose claims could total as much as
$3.6 billion, are to receive 3% from all distributions that the
Platinum entity gives its investors above $7.2 billion, but not to
exceed $180 million.

GM has agreed to provide $250 million in additional financing to
help Delphi close out its Chapter 11 case.  The final hearing on
financing is set for June 16.  The final hearing for approval of
the settlement is to be July 23.

The Chapter 11 plan as originally confirmed provided for
payment in full to unsecured creditors.  To revise the confirmed
reorganization plan, Delphi needed financing and agreements with
GM.

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

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

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

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


EAGLE GEOPHYSICAL: Files Chapter 11 in Southern District of Texas
-----------------------------------------------------------------
Eagle Geophysical, Inc. filed a voluntary petition under Chapter
11 in the U.S. Bankruptcy Court for the Southern District of Texas
(Case No. 09-33753) on May 31, 2009.  A subsidiary, Eagle
Geophysical Onshore, Inc., also filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Case No. 09-33755).

The Company will continue to operate its business as a debtor-in-
possession under the jurisdiction of the Court in accordance with
the applicable provisions of the Bankruptcy Code and orders of the
Court.

Headquartered in Houston, Texas, Eagle Geophysical (Pinksheets:
EAGG) -- http://www.eaglegeo.com/-- was formed in 1993 as an
upstream oilfield service company engaged in the business of
providing geophysical services, with a specialization in the
acquisition of high definition surface seismic data in
logistically difficult onshore environment.


EAGLE GEOPHYSICAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Eagle Geophysical, Inc.
        908 Town & Country Blvd., Suite 400
        Houston, TX 77024

Bankruptcy Case No.: 09-33753

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
   Eagle Geophysical Onshore, Inc.                 09-33755

Chapter 11 Petition Date: May 31, 2009

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

Judge: Karen K. Brown

Debtor's Counsel: David Ronald Jones, Esq.
                  Porter and Hedges LLP
                  1000 Main Street, 36th Flr
                  Houston, TX 77002-6336
                  Tel: (713) 226-6653
                  Fax: (713) 226-6253
                  Email: djones@porterhedges.com

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

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

A list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/txsb09-33753.pdf

The petition was signed by H. Malcolm Lovett, Jr., chief
reorganization officer of the Company.


EAST CAMERON: Files Chapter 11 Plan and Disclosure Statement
------------------------------------------------------------
East Cameron Partners, L.P., has filed with the U.S. Bankruptcy
Court for the Western District of Louisiana a proposed disclosure
statement with respect to its plan of reorganization, dated as of
June 3, 2009.

ECP holds leasehold interests in producing gas and condensate
properties in federal waters approximately 20 miles offshore the
State of Louisiana.  The properties are encumbered by royalties
payable to the United States Government and certain private
parties under the leases.  Hydrocarbons were first discovered on
the properties in 1954, with production commencing in 1958l.  As
of the petition date, there were 6 wells producing in paying
quantities on the properties.

                            Plan Terms

The Plan proposes to satisfy all claims and interests of the
"asset holding" special purpose vehicle, Louisiana Offshore
Holding, LLC, through either (i) purchase of LOH's claim and
interests by the payment of the $20,000,000 purchase price; or
(ii) through the transfer of Conveyed Assets and Interests.

The purchase price will be acquired by the Debtor pursuant to an
Exit Loan Facility to be provided by Macquarie Bank, Ltd. in the
amount of $35,000,000.  As of the Plan's Effective Date, the
Debtor estimates that the value of the LOH Secured Claim will be
approximately $20,057,300.  The Debtor assets that the Conveyed
Assets and Interests have a value of approximately $12,869,600.

Holders of general unsecured claims that are not subordinated
unsecured claims will receive deferred monthly cash payments over
a period of 30 months equal to the full amount of each claim.

Holders of subordinated unsecured claims, including the Debtor
Partners and the Affiliated Companies, as those terms are defined
in the Debtor's Plan, will also receive payment in full through 30
monthly deferred cash paments, but will only receive distributions
after all holders of allowed claims in Classes 2 and 3 have been
paid all amounts due under the Plan.

Holders of existing partnership interests in the Debtor will
retain their partnership interests, but will not be entitled to
receive any dividend, distributions or transfer from the
Reorganized Debtor until all distributions required by the Plan
are paid in full.  Alternatively, the Debtor reserves the right to
cancel and extinguish the existing partnership interest at or
prior to the confirmation hearing.

            Classification of Claims and Interests

Administrative claims and priority tax claims are unclassified
under the Plan.  Administrative claims will be paid in full on the
Plan's Effective Date.  Priority tax claims will be paid the total
amount of such claim in full in equal quarterly payments over a
period not exceeding 5 years after the petition date with
interest.

The Plan segregates the various claims against and interests in
the Debtor into 6 classes:

                                               Treatment
                                      ---------------------------
Class 1: LOH Secured Claim           Impaired; Entitled to Vote.

Class 2: Other Secured Claims        Impaired; Entitled to Vote.

Class 3: General Unsecured Claims    Impaired; Entitled to Vote.

Class 4: LOH Unsecured Claim         Impaired; Entitled to Vote.

Class 5: Subordinated Unsecured      Impaired; Entitled to Vote.
           Claims

Class 6: Existing Partnership        Impaired; Entitled to Vote.
           Interests

In the event any class of impaired claims rejects the Plan, the
Debtor intends 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 with respect to ECP's
Chapter 11 Plan of Reorganization is available at:

           http://bankrupt.com/misc/EastCameron.DS.pdf

A full-text copy of ECP's Chapter 11 Plan of Reorganization is
available at http://bankrupt.com/misc/EastCameron.Ch11Plan.pdf

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The Company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  Michael H.
Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello &
McKenzie, L.L.C., represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtor filed for protection from
its creditors, it listed over $100 million in assets and over
$100 million in debts.


EAST STATE EQUIPMENT: Case Summary & 12 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: East State Equipment Co., Inc.
        Post Office Box 418
        Swainsboro, GA 30401

Bankruptcy Case No.: 09-60494

Chapter 11 Petition Date: June 2, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Statesboro)

Debtor's 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 Debtor's petition, including a list of its
12 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/gasb09-60494.pdf

The petition was signed by Thomas E. McKinney, Jr., president of
the Company.


ECOSMARTE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: ECOsmarte Planet Friendly, Inc.
        1600 East 78th Street
        Richfield, MN 55423

Bankruptcy Case No.: 09-43569

Chapter 11 Petition Date: June 2, 2009

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Chief Judge Nancy C. Dreher

Debtor's Counsel: Joseph W. Dicker, Esq.
                  1406 West Lake Street, Suite 208
                  Minneapolis, MN 55408
                  Tel: (612) 827-5941
                  Fax: (612) 822-1873
                  Email: joe@joedickerlaw.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/mnb09-43569.pdf

The petition was signed by Larry Couture, CEO of the Company.


ENOS LANE: U.S. Trustee Schedules Meeting of Creditors for June 12
------------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
in Enos Lane Farm Properties, LLC's Chapter 11 case on June 12,
2009, at 1:30 p.m.  The meeting will be held at 1300 18th Street,
Suite E, in Bakersfield, 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.

Bakersfield, California-based Enos Lane Farm Properties, LLC, dba
Kern River Raceway filed for Chapter 11 on May 8, 2009 (Bankr. E.
D. Calif. Case No. 09-14229).  Riley C. Walter, Esq., represents
the Debtor in its restructuring efforts.  The Debtor has assets
and debts both ranging from $10,000,001 to $50,000,000.


GCI INC: S&P Changes Outlook to Stable; Affirms 'BB-' Corp. Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Anchorage, Alaska-based GCI Inc. to stable from negative.  At the
same time, S&P affirmed the ratings on GCI, including the 'BB-'
corporate credit rating.  Total debt outstanding as of March 31,
2009, was $814 million.

"The outlook revision reflects our expectation for healthy EBITDA
growth, most notably in the consumer segment," said Standard &
Poor's credit analyst Allyn Arden.  As a result, credit protection
measures should improve to levels that are more supportive of the
rating over the next year; S&P expects total debt to EBITDA of
4.8x as of March 31, 2009, to approach the mid-4x level by year-
end 2009.  "Additionally, it reflects our expectations that GCI
will generate positive discretionary cash flow in the second half
of 2009," added Mr. Arden.


GENERAL MOTORS: Court Outlines Protocol Governing Asset Sale
------------------------------------------------------------
As reported by the Troubled Company Reported on June 3, 2009,
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York approved the procedures governing
the sale of substantially all of General Motors Corporation's
assets to Vehicle Acquisition Holdings, LLC, a purchaser sponsored
by the United States Treasury.

The Purchased Assets are "wasting assets" that will not retain
going concern value over an extended period of time, Judge Gerber
stated in his Sale Order.  Thus, he determined, the Debtors'
estates will suffer immediate and irreparable harm if the relief
requested in the Motion is not granted on an expedited basis
consistent with the provisions set forth in the Master Sale and
Purchase Agreement between the Debtors and Vehicle Acquisition.

Judge Gerber will convene a hearing on June 30, 2009, at 9:45
a.m., to consider approval of the sale of the Debtors' assets
pursuant to either (i) the Master Sale and Purchase Agreement
between the Sellers and Vehicle Acquisition, or (ii) a different
Successful Bid.

The deadline for objecting to approval of the 363 Transaction,
including the sale of the Purchased Assets free and clear of
liens, claims, encumbrances, and interests, including rights or
claims based on any successor or transferee liability, or for UAW-
Represented Retirees to object to the UAW Retiree Settlement
Agreement, will be June 19, 2009, at 5:00 p.m. (Eastern Time).  In
the event the Sale Procedures result in a Successful Bidder other
than the Purchaser, the deadline for objecting to the sale of the
Purchased Assets to that Successful Bidder will be at the Sale
Hearing.

The total consideration under the MPA for the sale of the
Purchased Assets is equal to the sum of:

  -- a credit bid in the amount of the outstanding indebtedness
     owed to the Purchaser as of the closing pursuant to certain
     secured loans extended by the U.S. Treasury and Export
     Development Canada, less approximately $8 billion,
     estimated to be approximately $48.3 billion at July 31,
     2009;

  -- the surrender of a warrant to purchase GM shares previously
     issued to the U.S. Treasury in connection with the secured
     loans extended by the U.S. Treasury;

  -- the issuance to GM of shares of common stock of the
     Purchaser representing approximately 10% of the common
     stock of the Purchaser as of the closing of the sale;

  -- the issuance to GM of warrants to purchase up to 15% of the
     shares of common stock of the Purchaser on a fully diluted
     basis, with one half exercisable at any time prior to the
     seventh anniversary of issuance at an initial exercise
     price based on a $15 billion equity value of the Purchaser
     and the other half exercisable at any time prior to the
     tenth anniversary of issuance at an initial exercise price
     based on a $30 billion equity value of the Purchaser; and

  -- the assumption by the Purchaser of certain assumed
     liabilities.

In addition, if the aggregate amount of allowed general unsecured
claims against the Debtors exceeds $35 billion, as estimated by an
order of the Bankruptcy Court, which the Debtors may seek at any
time, GM will receive an additional 2% of the common stock of the
Purchaser as of the closing of the sale.

The 363 Transaction will create a New GM to be built around the
Chevrolet, Cadillac, Buick and GMC brands.  GM's South Korean
unit, GM Daewo Auto & Technology Co., according to a statement by
its president and chief executive officer, Michael Grimaldi, will
become a part of New GM.  All of GM Daewoo's operations in Korea
and overseas, including its Vietnamese operations, Chevrolet-
Europe, and GM Korea, will belong to New GM, Mr. Grimaldi said.

The deadline for submitting a Qualified Bid will be June 22, 2009.
Interested bidders must, among other things, deliver to the
Debtors an executed confidentiality agreement, the Interested
Bidder's most current audited and latest unaudited financial
statements, and a $500 million good faith deposit to be held in
escrow.

A full-text copy of the Purchase Agreement is available for free
at http://bankrupt.com/misc/gm_mspa.pdf

                Contracts, Leases & Cure Amounts

The Debtors will assume and assign several executory contracts and
unexpired leases of non-residential real property leases in
connection with the sale of the Purchased Assets to the Purchaser.
The Debtors will maintain a schedule of executory contracts and
leases that the Purchaser has designated as assumable contracts.
The Debtors will also maintain a Web site containing current
information about the status of their executory contracts and
leases.

Objections to the proposed assumption and assignment must be
received by the Debtors no later than 10 days after the date the
counterparty is notified of the assumption and assignment.  If no
objection is filed, the counterparty will be deemed to have
consented to the assumption and assignment.

If a timely Contract Objection is filed solely as to the Cure
Amount, the Assumable Contract will nevertheless be assumed and
assigned, the Purchaser will pay the undisputed portion of the
Cure Amount, and the disputed portion will be determined following
resolution.

                  Consumer Privacy Ombudsman

Judge Gerber directed the U.S. Trustee for Region 2 to appoint a
Consumer Privacy Ombudsman pursuant to Sections 332 and 363(b)(1)
of the Bankruptcy Code as soon as practicable after finding that
the 363 Transaction includes the transfer of "personally
identifiable information" pursuant to Section 101(41A).

The transfer of personally identifiable information will not be
effective until a Consumer Privacy Ombudsman is appointed and
issues its findings and the Court has an opportunity to review the
findings and issue any rulings that are appropriate, Judge Gerber
ruled.

Section 363(b)(1) provides that if the Debtors "in connection with
offering a product or a service discloses to an individual a
policy prohibiting the transfer of personally identifiable
information about individuals [and] such policy is in effect on
the date of the commencement of the case," then the Debtors "may
not sell . . . personally identifiable information to any person
unless" the sale is "consistent with such policy" or a "consumer
privacy ombudsman" is appointed.

A full-text copy of the Sale Procedures Order is available for
free at http://bankrupt.com/misc/gmsaleproceduresord.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: Court Enforces Automatic Stay
---------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York stayed, restrained and enjoined all
persons and all foreign or domestic governmental units pursuant to
Section 362 of the Bankruptcy Code, from:

  (i) commencing or continuing any prepetition action or
      proceeding against any of General Motors Corporation and its
      debtor-affiliates;

(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.

The Court also prohibits the modification or termination of any
executory contract or unexpired lease pursuant to Section
365(e)(1).  Pursuant to Section 525, Judge Gerber also forbids
governmental units 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.

As reported by the Troubled Company Reporter on June 3, 2009,
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 asked Judge Gerber 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.

                       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 OKs Prepetition Employee Obligations Payment
------------------------------------------------------------------
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 pay wages, salaries and other
compensation benefits due to employees and other personnel, and
maintain and continue certain benefits and other employee-related
programs.

As of the Petition Date, the Debtors and their direct and indirect
subsidiaries employed 224,0002 employees, of whom 69,000 or 31%
are not represented by unions, and 155,000 or 69% are members of
various unions, each of which has entered into a collective
bargaining agreements with the Debtors.  As of the Petition Date,
105,000 Employees are employed in the Debtors' North American
automotive segment.

About 200 unionized Employees participate in the Debtors'
employment benefit plans for Salaried Employees.  As of the
Petition Date, 53,500 of the Debtors' Employees in the United
States were represented by the International Union, United
Automobile, Aerospace and Agricultural Implement Workers of
America.  Some 850 were represented by the International Union of
Electronic, Electrical, Salaried, Machine and Furniture Workers
and Communications Workers of America, and a small number were
represented by other unions.  The Debtors' Salaried Employees
consist of 26,000 U.S. non-executive Salaried Employees, 1,048
U.S. Executives, and 12 officers.

As of the Petition Date, the Debtors owe more than $1.6 billion of
wages, salaries, and unpaid employee benefits:


  Employee Programs                                     Amount
  -----------------                                  ----------
  Overtime Pay for Salaried Employees                  $650,000
  Wages for Hourly Employees                         40,000,000
  Unused Vacation Pay                               243,000,000
  Contract Personnel & Independent Contractors        4,200,000
  New Hire & Other Special Arrangements               1,300,000
  Reimbursement                                         160,000
  Domestic Salaried Relocation Program               53,000,000
  Enhanced Relocation Allowances                     19,400,000
  Expatriate Relocation Expenses                     17,000,000
  Tuition Reimbursement for Hourly Employees          4,000,000
  Severance for Salaried Employees                   66,000,000
  Unreimbursed Tax Penalties                         28,500,000
  2008 Union Attrition Program                       94,000,000
  2009 Special Attrition Program, Hourly Employees  139,000,000
  Supplemental Unemployment Benefit Plans          Undetermined
  Self-Insured Health Benefit Claims                382,000,000
  Health Benefits for Hourly Employees               81,000,000
  Health Benefits for Salaried Employees             22,000,000
  Health Benefits for Hourly Retirees               274,000,000
  Health Benefit for Salaried Retirees               19,000,000
  Reimbursements to Divested Business Units           6,600,000
  Life Insurance                                     18,400,000
  Accrued Salaried Employees
    Short-term Disability Benefit                     1,000,000
  Accrued Salaried Employees
    Extended Disability Benefit                     162,600,000
  Accrued Hourly Employees
    Short-term Disability Benefit                     1,300,000
  Additional Hourly Employees
    Short-term Disability Benefit                     4,200,000
  Additional Hourly Employees
    Extended Disability Benefit                       2,200,000

The Debtors disclose that $19,000,000 of hourly payroll checks and
$1,000,000 of check payments for Employees Extended Disability
Benefits have not yet cleared as of the Petition Date.

As of the Petition Date, the Debtors' benefit plans cover 80,000
Salaried Employees and their dependents, 37,000 Salaried Retirees
and their dependents, 153,000 Hourly Employees and their
dependents, and 599,000 Hourly Retirees and their dependents.  The
Debtors have eliminated the health benefits coverage for Salaried
Retirees age 65 or older, effective January 1, 2009, in lieu of
which, Salaried Retirees receive $300 per month to partially
offset the increased cost of Medicare and other healthcare
coverage.

The Debtors also obtained authority to withhold all federal,
state, local, and foreign income taxes as required by applicable
law, to pay all employment, unemployment, social security, and
similar taxes, whether withheld from wages or paid directly by the
Debtors to governmental authorities, as well as make other payroll
deductions, including retirement and other employee benefit plan
contributions, union dues, garnishments, and voluntary deductions.

The Debtors assure the Court that payment of an employee
obligation does not exceed $10,950.  To the extent any Employee is
paid in excess of $10,950, payment of the amount may be authorized
under Sections 105(a) and 363(b) of the Bankruptcy Code pursuant
to the "doctrine of necessity," the Debtors assert.  Moreover, the
Debtors obtained authority to continue to pay prepetition and
postpetition Employee Retirement Plan benefits up to $8,000 per
month for those retired Officers and Executives receiving a
lifetime annuity, and the actuarial equivalent amount per month
for those receiving a five-year annuity.

                       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: Executes Agreement to Settle Nova Scotia Action
---------------------------------------------------------------
According to a regulatory filing with the Securities and Exchange
Commission, General Motors Corp., and its subsidiaries General
Motors Nova Scotia Finance Company, General Motors of Canada
Limited and General Motors Nova Scotia Investments Limited; and
participating holders of GM Nova Scotia's 8.375% guaranteed notes
due December 7, 2015 and 8.875% guaranteed notes due July 10, 2023
entered into a lock-up agreement on June 1, 2009.  The Nova Scotia
Notes are issued by GM Nova Scotia and guaranteed by GM.

Nick S. Cyprus, controller and chief accounting officer of GM,
relates that the Lock-Up Agreement provides for contingent
settlement of the case Aurelius Capital Partners LP et. al., v.
General Motors Corporation et. al., commenced on March 2, 2009, in
the Supreme Court of Nova Scotia and for a release of all
defendants to that proceeding.

Under the Agreement, the Participating Holders agreed to vote in
favor of an extraordinary resolution where the holders of Nova
Scotia Notes waive all rights and claims against GM Nova Scotia in
respect of the intercompany loan obligations in the principal
amount of C$1,334,064,000 owed by GM of Canada to GM Nova Scotia.
The Participating Holders hold more than two thirds of the
aggregate principal amount of each series of Nova Scotia Notes,
which is the amount required to pass an extraordinary resolution.
The extraordinary resolution is expected to be voted on at a
forthcoming meeting of holders of Nova Scotia Notes, he noted.

Mr. Cyprus continues that if the extraordinary resolution is
successfully passed, GM Nova Scotia will make a cash payment of
GBP366.46 per GBP1,000 par value of outstanding Nova Scotia Notes
due 2015 and GBP380.17 per GBP1,000 par value of outstanding Nova
Scotia Notes due 2023.  The funding for the payment will be
provided by GM of Canada and in connection with the intercompany
loan obligations owed by GM of Canada to GM Nova Scotia will be
extinguished, he explains.  The cash payment will not reduce the
principal amount outstanding of the Nova Scotia Notes and the GM
guarantee will remain in force, he adds.

Moreover, Mr. Cyprus notes that the Agreement acknowledges the
existence of a deficiency claim in an amount sufficient for GM
Nova Scotia to pay its debts and liabilities, including those with
respect to the Nova Scotia Notes, running from GM Nova Scotia to
GM that will not be reduced by the Settlement Payment.  The
Agreement also provides that, under certain circumstances, GM will
subordinate its claims against GM Nova Scotia to that deficiency
obligation, he says.

                       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: Inks Vehicle Repurchase Agreement With GMAC
-----------------------------------------------------------
As disclosed in a regulatory filing with the Securities and
Exchange Commission on June 1, 2009, General Motors Corp. and
General Motors Acceptance Corporation LLC executed a repurchase
agreement for certain new vehicles financed by GMAC entities
outside the United States of America and Canada.

GM Controller and Chief Accounting Officer Nick S. Cyprus, relates
that under the Agreement dated May 27, 2009, GM agreed to waive a
global cap that limits the number of vehicles its international
subsidiaries are obligated to repurchase from GMAC relating to
GMAC financed dealerships under certain circumstances.  In
exchange, GMAC agreed to continue its standard policies for new
vehicle wholesale financing at a 100% advance rate, and to use
reasonable best efforts to mitigate its and GM's subsidiaries'
losses in managing troubled dealers.

Mr. Cyprus however notes that vehicles with excessive mileage, or
which are damaged or significantly modified are excluded from the
repurchase obligation.  He adds that each GM and GMAC subsidiary
has the right to terminate its participation in the Agreement on a
30-day notice.

             GM Continues Operations of Non-U.S. Units

Wholly-owned subsidiaries of General Motors Corporation in the
Asia-Pacific, South American and European regions said they are
not included in, and not affected by, the automakers' Chapter 11
filing in the United States of America.

GM's units in India, China and Brazil, and its dealerships in the
Philippines and the Asia-Pacific, said they are not affected by
the automaker's bankruptcy filings in the United States and will
continue their operations as usual.

"GM India operations are not included in the U.S. filing for
Chapter 11.  Consequently, all GM India dealers, warranty and
customer support services will remain unaffected and continue to
function as normal," the automaker said in a statement.

Saab Automobile AB, GM's Swedish unit, which was placed in
insolvency proceedings before the Swedish court in February 2009,
does not expect any impact from GM's bankruptcy filing in the
United States.  According to The Wall Street Journal, Saab won
more time from the Swedish court to restructure while it pursues a
sale with the new owner expected to announced by the end of June
or early July 2009.

SAIC Motor Corp., which has joint ventures with GM in China, said
GM's bankruptcy filing in the U.S. will not have a substantive
impact on their joint ventures in China.  GM's assets, brands and
technology in China will be included in the "New GM" when the U.S.
automaker exits from bankruptcy protection, said SAIC, China's
largest automaker by sales volume.

GM, the Journal said, would continue to invest and expand in
China, the company's biggest market outside the U.S.

                       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: Will Sell Hummer Brand to Sichuan Tengzhong
-----------------------------------------------------------
Ken Bensinger and Jerry Hirsch at the Los Angeles Times report
that General Motors Corp. said it has reached an agreement to sell
its Hummer brand to Sichuan Tengzhong Heavy Industrial Machinery
Co.

According to LA Times, Sichuan Tengzhong said it will:

     -- keep Hummer's senior management

     -- keep existing dealer agreements;

     -- try to reach a long-term contract assembly and key
        component and material supply agreement with GM; and

     -- invest in research and development to produce Hummer-
        branded products like more fuel-efficient vehicles for the
        U.S. market.

Tengzhong said in a press release that it will acquire the rights
to the premium off-road HUMMER brand, along with a senior
management and operational team.  It will also assume existing
dealer agreements relating to HUMMER's dealership network.  It is
contemplated that Tengzhong will, as part of the transaction,
enter into a long-term contract assembly and key component and
material supply agreement with GM.  In an earlier statement, GM
said it expects the deal if successful to secure more than 3,000
U.S. jobs.

The final terms of the deal are subject to final negotiations.
The price was not publicly disclosed but The Wall Street Journal
said it is expected to be less than $500,000,000.  The HUMMER line
has been on the market for almost a year.

Based in the Chinese province of Sichuan, Tengzhong is a
privately-owned company and a leading domestic manufacturer of
road, construction and energy industry equipment.  It will expand
into the premium off-road vehicle segment through what will be a
strategic acquisition for Tengzhong and a catalyst for HUMMER's
growth in the U.S. and around the world.

"The HUMMER brand is synonymous with adventure, freedom and
exhilaration, and we plan to continue that heritage by investing
in the business, allowing HUMMER to innovate and grow in exciting
new ways under the leadership and continuity of its current
management team," said Yang Yi, CEO of Tengzhong. Mr. Yang
continued, "We will be investing in the HUMMER brand and its
research and development capabilities, which will allow HUMMER to
better meet demand for new products such as more fuel-efficient
vehicles in the U.S."

HUMMER will continue to maintain its headquarters and operations
in the U.S., and will continue to be managed by its existing
leadership team.  The team intends to expand HUMMER's dealer
network worldwide, particularly into new and underserved markets
such as China.

"Today HUMMER is a globally recognized brand with excellent growth
prospects, both in terms of new markets and new products for our
existing markets," said James Taylor, HUMMER chief executive
officer.  "With Tengzhong's investment and strong support, we will
be able to make our visions a reality. This transaction, if
successful, will secure more than 3,000 U.S. jobs, and allow us to
embark on a more aggressive global expansion, ensuring a
successful future with our new partners."

The transaction is expected to close in the third quarter of this
year and is subject to customary closing conditions and regulatory
approvals. Financial terms of the agreement will not be disclosed
at this time.

Credit Suisse is acting as exclusive financial advisor and
Shearman & Sterling is acting as international legal counsel to
Tengzhong on this transaction.  Citi is acting as financial
advisor to GM.

    GM Tries to Keep Bankruptcy From Affecting China Operations

Norihiko Shirouzu and Patricia Jiayi Ho at The Wall Street Journal
report that GM has sought to keep its Chapter 11 filing in the
U.S. from disrupting its sales in China, the Company's biggest
market outside the U.S.

GM doesn't foresee any negative impact from the bankruptcy filing
on its sales in China, WSJ says, citing GM China President Kevin
Wale.  WSJ quoted Mr. Wale as saying, "We're very confident that
the Chinese customer has full confidence in GM here in China."

GM's Asia-Pacific executives, WSJ relates, pledged to continue
growth in China by investing in new products, expanding
partnerships, and adding manufacturing capacity in China.  The
executives also asserted that GM's other Asian operations are
financially stable and that none of them are up for sale, WSJ
states.

According to WSJ, GM dealers said that they are training
salespeople to say that GM China isn't the bankrupt GM, but a
Chinese joint venture between the Detroit auto maker and Shanghai
Automotive Industrial Corp.  GM and Shanghai Automotive each owns
50% of the venture, says WSJ.

                    GM to Cut TV Ad Spending

GM, which spent about $300 million in TV ads in the upfront sales
season, is planning to cut its upfront ad commitments this year
but that the decision will be left up to the bankruptcy court,
Suzanne Vranica and Sam Schechner at WSJ state, citing a person
familiar with the matter.

Court documents note that GM said it owed ad and marketing firms
at least $167 million as of May 31, 2009.  WSJ relates that one of
GM's biggest creditors, Starcom MediaVest, is owed about $121.5
million.

WSJ quoted ad company MPG chief operating officer Steve Lanzano as
saying, "Agencies will use GM's bankruptcy [filing] to get better
pricing."

According to WSJ, executives estimate that when GM emerges from
bankruptcy, its ad spending will be sharply reduced.  TNS Media
Intelligence states that GM's ad spending topped $2 billion in
2008.

Nat Worden at Dow Jones Newswires relates that GM has launched a
new 60-second ad spot that can be viewed on GMReinvention.com and
will air on early morning and late-night TV starting June 3, as
well as some prime-time programming on major networks.  Dow Jones
quoted GM spokesperson Kelly Cusinato as saying, "We felt that
some TV and print ads were necessary to communicate, in mass, to
our customers, in a quick and timely manner.  The media we used
for this campaign was inventory that we already owned and
obligations we had to honor.  Furthermore, we kept production
costs to a bare minimum by using existing footage and images."

                       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: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Genmar Holdings Inc. and its affiliates have filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
District of Minnesota, Business Journal reports.

Genmar listed $10 million to $50 million in assets and $100
million to $500 million in debts in documents filed with the
Court.  According to Business Journal, Genmar has about 100 to 199
creditors, with law firm Maslon, Edelman, Borman, Brand as the
largest unsecured creditor holding a $186,700 claim.  The
Minneapolis Star Tribune relates that Wells Fargo & Co. and Fifth
Third Bank are Genmar's only secured creditors.

Genmar, according to Business Journal, said that it has received
commitment for a debtor-in-possession financing proposal from
Wells Fargo and Fifth Third Bank.

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/-- make
recreational boats.  The Debtors filed for Chapter 11 bankruptcy
protection on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and
09-43537).  James L. Baillie, Esq., and Ryan Murphy, Esq., at
Fredrikson & Byron, PA, assist the Debtors in their restructuring
efforts.  The Debtors listed $10 million to $50 million in assets
and $100 million to $500 million in debts.


GENTA INCORPORATED: Amends Consent Pact with 2008 Note Holders
--------------------------------------------------------------
Genta Incorporated entered into a Note Conversion and Amendment to
Consent Agreement, dated as of May 21, 2009, with the 2008 Note
Holders in order to amend the Consent Agreement to:

   -- remove the covenant that no 2008 Note Holder may convert any
      of the  holder's 2008 Notes on any day to the extent that,
      together with all prior conversions under the 2008 Notes
      after the Effective Date, the total amount of the 2008 Notes
      that has been converted since the Effective Date exceeds (a)
      10% of the principal amount of the 2008 Notes on the
      Effective Date multiplied by (b) the number of whole or
      partial calendar weeks since the Effective Date;

   -- amend the limitation on the 2008 Note Holders' conversion
      rights to apply only to the 2008 PIK Notes, rather than the
      2008 Notes; and

   -- clarify the approval required by the 2008 Note Holders in
      order to waive or amend the Consent Agreement to require the
      approval of at least two-thirds of the then outstanding and
      unexercised Purchase Rights and the then outstanding
      principal amount of New Notes issued upon exercise of the
      Purchase Rights.

On June 5, 2008, the Company entered into a securities purchase
agreement with certain accredited institutional investors for a
private placement of senior secured convertible notes totaling
$40 million in gross proceeds.  The Company closed on about
$20 million of the Notes on June 9, 2008.

On June 9, 2008, in connection with the 2008 financing, the
Company issued a form of senior secured convertible promissory
note due June 9, 2010, to the 2008 Note Holders.

The Company closed on a securities purchase agreement on April 2,
2009, with certain accredited institutional investors to place up
to $12 million of senior secured convertible notes and
corresponding warrants to purchase common stock with the 2009 Note
Holders.  The Company closed with gross proceeds of approximately
$6 million of the notes and warrants.  In connection with the 2009
Financing, the Company and each of the 2008 Note Holders entered
into a Consent Agreement dated April 2, 2009, whereby the 2008
Note Holders, for all purposes and in all respects under the
Securities Purchase Agreement, consented to the 2009 Financing and
contemplated transactions.

The conversion provisions set forth in the Amendment do not apply
to the June 2008 holdings of Dr. Raymond P. Warrell, Jr. and
Dr. Loretta M. Itri.  Pursuant to the Amendment, Dr. Warrell and
Dr. Itri agreed not to convert the portion of the 2008 Notes
beneficially held by each of them as necessary in order for the
Company to authorize and reserve a sufficient number of unissued
shares to cover the conversions set forth in the Amendment and the
conversion of all of the 2008 Notes, in each case, other than
those held by Dr. Warrell and Dr. Itri.

Pursuant to the Amendment, the 2008 Note Holders also agreed:

   -- to convert the entire outstanding principal amount of each
      holder's 2008 Note, subject to the limitations on conversion
      set forth in Section 3.4 of the 2008 Notes and Section 5(b)
      of the Consent Agreement, on May 22, 2009;

   -- to the extent any of the principal amount of the holder's
      2008 Note remains outstanding after the Initial Conversion
      Date, to convert any additional outstanding principal amount
      of the 2008 Notes, subject to the conversion limitations
      contained in Section 3.4 and Section 5(b) of the Consent
      Agreement, on May 26, 2009; and

   -- not to sell, assign or transfer any of the shares of Company
      common stock received upon conversion of the holder's 2008
      Notes, or any interest, during the period beginning on the
      effective date of the Amendment and ending at 11:59 p.m. EDT
      May 28, 2009.

Pursuant to the Amendment, the consent of holders of at least 95%
in outstanding principal amount of the 2008 Notes was required for
the Amendment to be effective.  The consents were obtained on
May 22, 2009.

A full-text copy of the Note Conversion and Amendment to Consent
Agreement is available for free at :

                http://ResearchArchives.com/t/s?3d89

                      About Genta Incorporated

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.


GMAC LLC: U.S. Treasury Increases Stake in Firm to 35.4%
--------------------------------------------------------
Reuters reports that the U.S. Treasury Department said it
increased its equity stake in GMAC LLC to 35.4% by exchanging an
$884 million loan to General Motors Corp. for part of GM's equity
in GMAC.

Citing a person familiar with the matter, Kate Haywood and Romy
Varghese at Dow Jones Newswires relate that GMAC is planning to
sell new bonds backed by the U.S. government.  Another source said
that the bonds will mature in December 2012 and will be sold under
the Federal Deposit Insurance Corporation's Temporary Liquidity
Guarantee Program, Dow Jones states.  According to Dow Jones, the
underwriters on the sale are Banc of America Securities LLC,
Barclays, Deutsche Bank, and JP Morgan.

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

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

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

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

                         *     *     *

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


GREGORY SCOTT DAILY: Section 341(a) Meeting Slated for June 12
-------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of creditors
in Gregory Scott Daily's Chapter 11 case on June 12, 2009, at
11:30 a.m.  The meeting will be held at the Customs House, 701
Broadway, Room 100, Nashville, Tennessee.

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.

Nashville, Tennessee-based Gregory Scott Daily filed for
Chapter 11 on May 11, 2009 (Bankr. M. D. Tenn. Case No. 09-05337).
William L. Norton, Esq., at Bradley Arant Boult Cummings LLP
represents the Debtor in its restructuring efforts.  The Debtor
listed $10,000,001 to $50,000,000 in assets and $100,000,001 to
$500,000,000 in debts.


GYRFALCON: Will Close, To Refund Clients This Month
---------------------------------------------------
Jenny Strasburg and Peter Lattman at The Wall Street Journal
report that former mutual fund manager George Noble will close the
Gyrfalcon funds.

According to WSJ, Mr. Noble controls some $550 million across two
Gyrfalcon funds, and intends to refund clients this month.  WSJ
relates that the Gyrfalcon funds had about $1.1 billion in
combined assets as of March 2009.  Investors said that the funds
have lost 30% this year, despite broad stock-market gains, WSJ
states.  According to the report, clients have pulled money.  The
report says that before this year's losses, the Gyrfalcon funds
returned 24% per year on average, since they were launched in June
2005.

Citing people familiar with the matter, WSJ relates that Mr. Noble
and his partners plan to rethink their investment strategy, and
hope to raise outside money again in the next several months.

Gyrfalcon Funds is an offshore and domestic hedge fund run by
George Noble.


HANOVER INSURANCE: Tender Offer Won't Affect Fitch's 'BB+' Rating
-----------------------------------------------------------------
Fitch Ratings said that The Hanover Insurance Group's cash tender
offer to repurchase a portion of its 8.207% series B Capital
Securities and a portion of its 7.625% senior debentures for an
aggregate purchase price of up to $125 million won't impact THG's
current ratings.

THG announced that funding for the repurchase will be provided
through cash and cash equivalents on hand.  THG's wholly owned
subsidiary, The Hanover Insurance Company, has applied to join the
Federal Home Loan Bank of Boston, which will allow the company to
participate in FHLBB's collateralized borrowing program.  If
approved for membership, The Hanover Insurance Company will apply
for a loan of up to $150 million that would be secured by a pledge
of government and agency securities and would replace the cash
expended on the tender offer.

Fitch does not view this transaction as a coercive debt exchange
but rather a voluntary exchange.  Fitch believes the transaction
offers some positives for the organization as a whole since it
will result in slightly lower financial leverage and reduced
annual interest expense.  However, Fitch notes that since the new
debt would be at the insurance company level and would be
collateralized by government and agency securities, policyholders
will have slightly less liquidity, as the pledged securities
associated with the loan would represent 4% of Hanover Insurance
Company's $3.9 billion of cash and invested assets at March 31,
2009.  The loan would represent approximately 10% of The Hanover
Insurance Company's policyholders' surplus of $1.5 billion at
March 31, 2009.

These ratings remain unchanged by Fitch:

The Hanover Insurance Group

  -- Issuer Default Rating 'BBB';
  -- 7.625% senior unsecured notes due 2025 'BBB-'.

AFC Capital Trust I

  -- 8.207% trust preferred securities due 2037 'BB+'.

These Insurer Financial Strength ratings also remain unchanged:

The Hanover Insurance Company

  -- IFS 'A-'.

Citizens Insurance Company of America

  -- IFS 'A-'.

The Rating Outlook is Stable.


HARTMARX CORP: Court Okays Emerisque as Stalking Horse Bidder
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has approved Hartmarx Corp.'s motion selecting Emerisque and its
partner SKNL North America as stalking horse bidder.

As a result of last minute negotiations over the weekend, the
Purchasers and the Company, supported by its lenders, have agreed
to a total transaction value of $128.4 million for the acquisition
of substantially all of the assets of Hartmarx Corporation and the
assumption of certain liabilities.

The Emerisque-SKNL offer was the only bidder that committed to
keeping the business whole and operating it as a going concern.
The Emerisque-SKNL said, "We believe this is in the best interest
of the Company's customers, vendors, employees and communities at
this crucial juncture in the future of the Company and in this
economic environment.  Clearly, there is a difficult road ahead to
accomplish the turnaround and enable Hartmarx to return to growth.
We are confident that we are the right partners to help the
Company and its brands fulfill their potential.  We look forward
to an expeditious and orderly auction process, and to working
productively with all of the Company's stakeholders to bring this
transaction to a speedy conclusion."

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

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


HATTIE CRANE: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hattie Crane Scherback
        f/k/a Hattie Maye Reed, Hattie Maye Crane
        111 West Grizzly
        DeKalb, TX 75559

Bankruptcy Case No.: 09-50130

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------

River Valley Ranch, LP                             09-50102

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Texarkana)

Judge: Brenda T. Rhoades

Debtor's Counsel: Michael S. Mitchell, Esq.
                  18111 N. Preston Road, Suite 810
                  Dallas, TX 75252
                  Tel: (972) 578-1400
                  Fax: (972) 578-1325
                  Email: msmattny@jdksystems.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                           Nature of Claim  Claim Amount
   ------                           ---------------  ------------
Wells Fargo                         Signature Loan    $750,000
P.O. Box 63750
San Francisco, CA 94163

Stephen Crane                       Signature Loan    $500,000
Route 1, County Road 6040
Avery, TX 75559

Jay Madrid                          Attorney Fees     $300,000
C/O Winstead, PC
5400 Renaissance Tower
1201 Elm Street
Dallas, TX 75270-2002

Technology Crops Int.               UCC 1             $256,000

First National Bank of Tom Bean     Signature Loan    $250,000

First National Bank of Tom Bean     Signature Loan    $250,000

James Wade                          Unsecured note    $150,000

Danny Lawrence                      Cattle            $125,617

John H. Read, III                   Attorney Fees      $69,211

George Flint                        Attorney Fees      $28,000

Larry Paul                          Wages              $10,769

Citi                                Credit Card        $10,000

Michael S. Mitchell, P.C.           Attorney Fees       $6,039

J. V. Bastible                      Wages               $3,769

Dell Finacial Services              Purchase Money      $3,008

Ellis & Tidwell, LLP                Attorney Fees         $437

The petition was signed by Hattie Crane Scherback.


HEIDI HEINEMAN-GUTA: Case Summary & 18 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Heidi Anne Heineman-Guta
        3199 Evening Way
        La Jolla, CA 92037

Bankruptcy Case No.: 09-07842

Chapter 11 Petition Date: June 2, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Mark A. Nelson, Esq.
                  Law Office of Mark A. Nelson
                  P.O. Box 4461
                  Oceanside, CA 92052-4461
                  Tel: (760) 613-1234
                  Email: marka.nelson@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 Ms. Heineman-Guta's petition, including a list
of her 18 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/casb09-07842.pdf

The petition was signed by Ms. Heineman-Guta.


HERBST GAMING: Has Until June 15 to File Plan of Reorganization
---------------------------------------------------------------
On May 28, 2009, Herbst Gaming, Inc., and the requisite lenders
holding, in the aggregate, approximately 68% in amount of all of
the outstanding claims under the Company's Second Amended and
Restated Credit Agreement, dated as of January 3, 2007, as
amended, agreed to an extension and modification of the Lockup
Agreement as between the Company and the Consenting Lenders.

The principal terms of the extension and modification agreement
are, among other things, that:

   (i) the Consenting Lenders and the Company waive the condition
       that the Bankruptcy Court approve a disclosure statement by
       May 21, 2009, as well as the automatic termination of the
       Lockup Agreement that would otherwise occur as a result of
       the failure of that condition or as a result of the THI
       Parties' refusal to waive that condition; and

  (ii) the modified Lockup Agreement will automatically terminate
       if the Company fails to file a disclosure statement and
       plan of reorganization acceptable to the requisite
       Consenting Lenders on or before June 15, 2009; which, in
       order to constitute a plan of reorganization acceptable to
       the requisite Consenting Lenders, will no longer contain
       any equity ownership of the Company's slot route business
       by the THI Parties or address any modifications to existing
       agreements between the THI Parties and the Subsidiary
       Guarantors.

Except as specifically modified, the terms of the original Lockup
Agreement remain in effect as between the Company and the
Consenting Lenders. The Company and the Consenting Lenders are
preparing a modification to the Lockup Agreement to reflect the
agreement.

As previously disclosed, Herbst Gaming, Inc., and certain of its
subsidiaries are parties to a letter agreement, originally with
(i) Consenting Lenders; (ii) Messrs. Edward J. Herbst, Timothy P.
Herbst and Troy D. Herbst, in their capacities as equity holders
of the Company; and (iii) Terrible Herbst, Inc. and certain of its
affiliates, in their capacities as parties to agreements with the
Company and the Subsidiary Guarantors -- THI Parties.

                       John Brewer Resigns

The Company is party to indenture agreements under which the
Company's 8-1/8% senior subordinated notes due 2012 and the
Company's 7% senior subordinated notes due 2014 were issued.  As
previously disclosed, the Company is in default under the
Indentures.  Due to the occurrence and continuation of events of
default, the amounts outstanding under the Indentures, an
aggregate of approximately $330 million in principal amount, are
immediately due and payable, subject to an automatic stay of any
action to collect, assert or recover a claim against the Company,
based on the filing of the Chapter 11 Cases.

Each of the Indentures contains a covenant by the Company that the
Company will maintain two independent directors on its board of
directors at all times, with grace periods allowed after the
resignation of an independent director.  One of the Company's two
independent directors, John N. Brewer, has resigned from the Board
effective May 31, 2009.  If the Company does not replace Mr.
Brewer with another independent director with the 90-day grace
period, the Company will be in breach of those covenants, unless a
nominee is undergoing review by applicable gaming authorities.  If
not cured by the Company after a prescribed notice period, such a
breach could result in another event of default under each of the
Indentures, in addition to the events of default previously
disclosed by the Company.

Mr. Brewer resigned from the Board effective May 31, 2009.  Mr.
Brewer advised the Company that due to policies of the law firm he
joined as of June 1, 2009, he was unable to continue as a
director.  He was a member of the Company's Audit Committee.  The
Company intends to replace Mr. Brewer as a member of the Audit
Committee.

                     About Herbst Gaming Inc.

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and slot
route operator that operates casinos located in Nevada, Missouri
and Iowa.  The Debtors own and operate approximately 6,800 slot
machines in its slot route business and is a slot machine operator
in Nevada.  The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., Gordon Silver, represents the
Debtors in their restructuring efforts.  Herbst Gaming had $919.1
million in total assets; and $33.5 million in total liabilities
not subject to compromise and $1.24 billion in liabilities subject
to compromise, resulting in $361.0 million in stockholders'
deficiency as of March 31, 2009.


HILVENTURES LP: U.S. Trustee Sets Meeting of Creditors for June 25
------------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in HilVentures, L.P.'s Chapter 11 case on June 25, 2009, at
1:00 p.m.  The meeting will be held at 411 W Fourth St., Room
1-159, in Santa Ana, 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.

Irvine, California-based HilVentures, L.P., dba Hilton Garden Inn
filed for Chapter 11 on May 14, 2009 (Bankr. C. D. Calif. Case No.
09-14514).  Its debtor affiliates filed Chapter 11 in 2008.  Reem
J. Bello, Esq., at Weiland, Golden, Smiley, Wang Ekval LLP
represents the Debtors in their restructuring efforts.  The
Debtors has assets and debts both ranging from $10 million to
$50 million.


HOLLY CORPORATION: Moody's Assigns 'Ba3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
to modestly leveraged Holly Corporation, a Ba3 Probability of
Default Rating, B1 (LGD 5; 70%) senior unsecured note rating to a
pending $200 million offering, and an SGL-2 liquidity rating.  The
rating outlook is stable.

Note proceeds will repay bank debt incurred to fund this week's
acquisition of Sunoco's 85,000 barrel per day Tulsa, Oklahoma oil
refinery for $65 million plus oil and refined product inventories.
Tulsa has a medium Nelson Complexity Index of 10.4 (Oil and Gas
Journal annual survey), with a lack of cracking and active coking
capacity partially offset by specialty lubricant refining
capabilities.

The ratings and stable outlook are supported by seasoned
management with a strong operating and fiscal record at its New
Mexico and Utah refineries; Tulsa's low front-end cost and
conservative pro-forma balance sheet; and the greater scale and
diversification gained with Tulsa.  Holly has traditionally
carried one of the two least leveraged balance sheets in the U.S.
independent refining sector and has displayed tight capital
spending discipline.  Holly gains a third refinery, increases its
nameplate capacity by almost 65% to 216,000 bpd, and diversifies
refining downtime and regional margin risks.

"However, while looking inexpensive on its face", commented
Moody's vice president Andrew Oram, "the purchase price also
reflects inadequate desulfurization capacity, lack of a catalytic
cracker, a resulting lower value product mix, and the capital
needed to turn it into an environmentally compliant,
conventionally configured, refinery".

"While acquired for a low front-end outlay, the lack of cracking
as a disadvantage", Oram said, "though a volatile exposure to
losses on the resulting large gas oil yield is dampened by
Sunoco's five year commitment to buy gas oil, if offered by Holly,
for 50 cents under West Texas Intermediate crude".  This indicates
to us that eventually Holly may invest in full catalytic or
hydrocracking.  But the immediate need is an estimated
$150 million desulphurization project, including a mild-
hydrocracker and a sulfur recovery unit, to meet Tulsa's extended
November 2011 ultra low sulfur fuels deadline.

The ratings are restrained by a still comparatively small scale,
less diversified risk than larger refiners, highly cyclical
margins now in down-cycle, proportionately large 2009 and 2010
capital spending, expected rising regional competition over time,
and Tulsa's comparatively higher cost light sweet crude oil
requirement and comparatively lower value product mix.  Also, in
spite of Holly's good project track record, refinery projects
inherently can be prone to encounter unexpected challenges.
Furthermore, Tulsa is a large addition, with no margin history
outside of Sunoco's cost, crude oil purchasing, and product
marketing and distribution system.  As one example, Sunoco had
been selling its Tulsa gas oil to its Toledo refinery.

Tulsa's comparatively expensive light sweet crude oil diet yields
product volumes that are approximately 28% lower value off-road
high sulfur diesel and 10% jet fuel (each in deep down-cycle),
only 22% gasoline, 17% higher margin lubricants, and a
comparatively high 23% in loss making gas oil and other by-
products.  While gasoline margins have been much stronger than
diesel this year, Tulsa's lack of cracking limits it to a
comparatively small gasoline yield.

Tulsa also shifts light sweet crude oil to 53% (up from 12%) of
Holly's total crude oil need, up from 12%.  While this inherent
margin disadvantage relative to complex refiners is muted now by
compressed heavy/sour versus light/sweet oil price differentials,
the disadvantage will widen when differentials eventually
decompress with rising product demand and sector capacity
utilization.

Holly's ratings also reflect the credit benefits and risks
associated with its equity holdings and control of the Holly
Energy Partners, L.P. (Ba3 CFR; B1 senior unsecured) master
limited partnership, a comparatively small refined product
pipeline business. Holly gains an important degree of
diversification from HEP.  However, HEP also carries $400 million
of debt.  Holly indemnifies HEP's general partner for
approximately $206 million of HEP's debt but is able to cancel
this indemnification at any time in its sole discretion; Holly is
structurally subordinated to HEP's lenders in claim on HEP cash
flow; HEP's cash distributions can be curtailed for other reasons,
and both Holly and HEP share much of the same throughput risk.

If Holly's Navajo refinery is down, HEP throughput would be
reduced with Holly still making contractual tariff payments to HEP
to supplement coverage of HEP's debt and sustain MLP cash
distributions.  Only a very small percentage of HEP volumes and
revenues depend on the Salt Lake refinery.

The SGL-2 liquidity rating is supported by Moody's expectation
that, assuming margins do not contract more sharply than expected
and working capital needs do not surge due to large abrupt oil
price moves, internal cash flows may cover all known capital
expenditures, interest payments, and dividend payments.  Holly
exhibits sound bank covenant clearance and ample spare borrowing
availability under its $300 million bank borrowing base revolver.
The revolver includes an option to increase its size by
$150 million.  The SGL-2 also reflects the unencumbered status of
Holly's three refineries.

Moody's expects approximately $25 million in annual interest
expense and capital spending in the range of $325 million in 2009
and $260 million in 2010 (including expenditures related to the
Tulsa Refinery), with $111 million of the 2009 budget spent in
1Q09.  The large components of Holly's known forthcoming capital
spending includes its $150 million Tulsa desulfurization project
and the remaining portion of its $225 million share of the cost of
building a 400 mile refined products pipeline to connect Salt Lake
City refiners with Las Vegas end users.  Upon completion, Holly
has agreed to give Holly Energy Partners a six-month option to
purchase its share of that pipeline for its construction costs
plus a 7% carrying cost.

The acquired asset package also includes 3.2 million barrels of
active oil and product storage and truck and rail loading
facilities.  The refinery is located on 750 acres 45 miles from
Cushing, Oklahoma, the largest U.S. inland crude oil storage and
supply hub.

This is a first time rating assignment for Holly Corporation.

Holly Corporation is headquartered in Dallas, Texas.


HOLLYWOOD THEATERS: S&P Puts Junk Corp. Rating on Developing Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its corporate credit and
issue-level ratings for U.S. movie exhibitor Hollywood Theaters
Inc. on CreditWatch with developing implications, indicating that
the ratings could be either raised or lowered over the near term.

On April 27, 2009, S&P lowered its corporate credit and issue-
level ratings on Hollywood Theaters by two notches.  The corporate
credit rating was lowered to 'CCC' from 'B-'.

At the same time, S&P assigned Hollywood Theaters Inc.'s parent
company, Wallace Theater Holdings Inc., a corporate credit rating
of 'CCC' and placed it on CreditWatch with developing
implications, in conjunction with S&P's Watch listing for the
operating company rating.  S&P analyze Wallace and Hollywood on a
consolidated basis.

In addition, S&P assigned Wallace's proposed issuance of
$150 million senior secured notes due 2013 S&P's issue-level
rating of 'B-' (at the same level as the expected future corporate
credit rating on the company, assuming a successful refinancing of
Hollywood's near-term debt maturities).  S&P also assigned the
proposed notes a recovery rating of '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery for noteholders in
the event of a payment default.  Wallace plans to use proceeds of
the notes to refinance the existing $137.8 million of indebtedness
at Hollywood.

"The CreditWatch placement reflects the risk surrounding the
company's ability to refinance its substantial near-term
maturities," said Standard & Poor's credit analyst Jeanne
Mathewson.  "Other factors affecting the rating include the mature
and highly competitive nature of the industry and the company's
exposure to the fluctuating popularity of movies.  The rating also
reflects S&P's concern that proliferation of competing
entertainment alternatives and shorter periods in theatrical
release prior to home video and video-on-demand release could
pressure U.S. movie exhibitors' attendance."

In resolving the CreditWatch listing, S&P will monitor Hollywood's
progress in refinancing its near-term maturities.  S&P could lower
the ratings if the company does not refinance its debt obligations
imminently.  If the company successfully refinances its debt,
pushing out maturities beyond the near term, S&P could raise the
corporate credit rating to 'B-' with a stable outlook.


ILLINOIS STUDENT: Moody's Cuts Ratings on Three Bonds to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has downgraded three classes of
subordinate bonds issued by Illinois Student Assistance
Commission.  The trust is entirely funded by auction rate
securities, and the underlying pool consists of government
guaranteed loans.

The ratings of the notes were placed under review for possible
downgrade on March 17, 2009.  The action was prompted by the
increase of funding costs due to the continuing and prolonged
dislocation of the auction rate securities market.  Since most
student loan collateral is indexed to the Financial Commercial
Paper rate, trusts that are funded primarily by auction rate
securities have suffered significant excess spread compression as
the yield on the assets has not increased in tandem with the cost
of the liabilities.

As of December 31, 2008, the ISAC trust was undercollateralized by
0.35% at the subordinate bonds level (i.e. the total parity or the
ratio of total assets to total liabilities was 98.85%).  The
senior parity or the ratio of total assets to total senior bonds
outstanding balance was 107.35%.  The total trust parity decreased
from 99.51% as of March 31, 2008, to 98.85% as of December 31,
2008.  At the failed auction rate, the trust is expected to
generate slightly positive excess spread per annum.  However,
under Moody's current stress scenarios, the trust is expected to
generate zero to slightly negative excess spread.  The current
total credit enhancement available for subordinate bonds including
overcollateralization, reserve fund and other cash accounts, and
excess spread generated under the stress scenario, is not
sufficient to support the previous "A2" rating on the subordinate
bonds.

The complete rating actions are:

Issuer: Illinois Student Assistance Commission (2002 General
Resolution)

  -- Sub. Ser. 2002 II, Downgraded to Ba1; previously on March 17,
     2009, A2 Placed Under Review for Possible Downgrade

  -- Sub. Ser. 2005IX-1, Downgraded to Ba1; previously on
     March 17, 2009, A2 Placed Under Review for Possible Downgrade

  -- Sub. Ser. 2005IX-2, Downgraded to Ba1; previously on
     March 17, 2009, A2 Placed Under Review for Possible Downgrade


IMPLANT SCIENCES: Board of Directors Elects Three New Members
--------------------------------------------------------------
Implant Sciences Corporation's board of directors elected 3 new
members to the Company's board.  The three new directors are:

   -- John Keating, an expert in retail distribution and
      transportation, who is vice president of Global Customer
      Fulfillment for the Timberland Company

   -- Robert P. Liscouski, former assistant secretary for
      Infrastructure Protection of the U.S. Department of Homeland
      Security, and a member of an advisory board to the Director
      of National Intelligence, who is the president and chief
      operating officer of Steel City Re, a firm specializing in
      intangible asset risk management.

   -- Howard Safir, former Police Commissioner and Fire
      Commissioner of New York City, and former assistant director
      of the U.S. Drug Enforcement Administration, who is the
      chief executive officer of the Security Consulting and
      Investigations Unit of GlobalOptions Group, Inc., a provider
      of risk mitigation and management services.

Mr. Keating has worked for Timberland for 17 years, and is
responsible for all of Timberland's transportation, distribution,
customs and order management.  In addition, Mr. Keating oversees
Timberland's North American customer service and apparel sourcing
operations.  Mr. Keating has more than 30 years of experience in
the shipping and transportation industry, and is a respected
expert in retail distribution and transportation.  Mr. Keating
holds a B.A. from Bridgewater State University and an M.B.A. from
Suffolk University.

Mr. Liscouski is a founder and managing director of 3DRSAdvisors.
Mr. Liscouski served as president and chief executive officer of
Content Analyst Company, LLC, a developer of text analytics
software.  Mr. Liscouski was appointed by President Bush as the
first Assistant Secretary for Infrastructure Protection when the
Department of Homeland Security was founded in 2003 and he served
in that position until 2005.  Mr. Liscouski was director of
Information Assurance at the Coca-Cola Company and vice president
of the Law Enforcement Division of Orion Scientific Systems, a
developer of advanced analytic software tools. Earlier in his
career, Mr. Liscouski served as a Diplomatic Security Service
Special Agent with the U.S. Department of State and a Homicide and
Undercover Investigator for the Bergen County (New Jersey)
Prosecutor's Office.

Mr. Liscouski serves as a member of the Intelligence Science
Board, an advisory board on science and technology reporting to
the Director of National Intelligence, and is a visiting fellow at
the Center for Strategic and International Studies, a Washington,
DC, think tank. He holds an M.P.A. from the Kennedy School of
Government, Harvard University, and a B.S. in Criminal Justice
from John Jay College of Criminal Justice.

Mr. Safir is chief executive officer of the Security Consulting
and Investigations Unit of GlobalOptions Group, Inc., a provider
of risk mitigation and management services to government entities,
Fortune 1,000 corporations and high net-worth and high-profile
individuals.  Mr. Safir has served in that position since the
acquisition of Safir Rosetti, LLC, a security, investigative and
intelligence consulting firm, by GlobalOptions Group in May 2006.
Mr. Safir served as chairman and chief executive officer of Safir
Rosetti from December 2001 until its acquisition.  Prior to that
time, Mr. Safir was vice chairman of IPSA International, a
provider of investigative and security consulting services.  From
1996 to 2000, Mr. Safir served as Police Commissioner of New York
City.  From 1994 to 1996, Mr. Safir served as New York City's Fire
Commissioner.  Mr. Safir began his law enforcement career in 1965
as a special agent assigned to the New York office of the Federal
Bureau of Narcotics, a forerunner of the Drug Enforcement
Administration.  From 1977 to 1978, Mr. Safir served as assistant
director of the DEA.  From 1978 to 1990, Mr. Safir worked for the
United States Marshals Service, where he served as Director of the
Witness Protection Program and Assistant Director for Operations.

Mr. Safir is chairman of the board of directors of GVI Security
Solutions, Inc., a provider of video surveillance and security
solutions products, and National Security Solutions Inc., a blank
check company organized for the purpose of effecting a business
combination, including with entities involved in the security and
homeland defense industries.  Mr. Safir also serves as a director
of Verint Systems, Inc., a provider of intelligence solutions for
enterprise workforce optimization and security intelligence, and
as chief executive officer of the November Group, Ltd., through
which he provides technical and management consulting services to
companies.

Mr. Safir is a member of the executive committee of the
International Association of Chiefs of Police and has served as a
delegate to INTERPOL, the National Drug Policy Board and the El
Paso Intelligence Center Advisory Board.  He holds a B.A. in
History and Political Science from Hofstra University, and has
holds certificates from Harvard University's John F. Kennedy
School of Government's programs for Senior Managers in Government
and National and International Security.

                      About Implant Sciences

Wakefield, Massachusetts-based Implant Sciences Corporation (NYSE
Alternext US: IMX) -- http://www.implantsciences.com/-- develops,
manufactures and sells sophisticated sensors and systems for the
Security, Safety and Defense industries.  The Company has
developed proprietary technologies used in its commercial portable
and bench-top explosive trace detection systems which ship to a
growing number of locations domestically and internationally.

                        Going Concern Doubt

UHY LLP on October 14, 2008, expressed substantial doubt about
Implant Sciences Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the fiscal year ended June 30, 2008, and 2007.  The
auditing firm pointed to the Company's recurring losses from
operations.

                          NYSE Delisting

On March 30, 2009, Implant Sciences said it received notice from
the staff of the Corporate Compliance department of the NYSE
Regulation Inc. on behalf of NYSE Amex of its determination to
prohibit the continued listing of the Company's common stock on
the Exchange and to initiate delisting proceedings.  Implant
Sciences has filed its notice to appeal this decision.

The Company said that, pending outcome of its appeal, it would
attempt to ensure that its common stock is quoted and eligible for
trading on the Over-The-Counter Bulletin Board.

The Panel affirmed that the Company is not in compliance with the
Exchange's requirements for continued listing set forth in Section
1003(a)(iii) of the Exchange's Company Guide, which requires a
company to maintain stockholders' equity in excess of $6,000,000
if it has sustained losses from continuing operations or net
losses in its five most recent fiscal years.  The Panel also
stated that the Company had not demonstrated that it could bring
itself into compliance with all applicable continued listing
standards within the required timeframe.

The Exchange intends to suspend trading in the Company's common
stock as soon as practicable, and would file an application with
the Securities and Exchange Commission to strike the Company's
common stock from listing on the Exchange.


IOWA STUDENT: Moody's Cuts Rating on 2006 B Bonds to 'Ba1'
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of six
classes of senior bonds and one class of subordinate bonds issued
by Iowa Student Loan Liquidity Corporation.  The trust is entirely
funded by auction rate securities.  The underlying collateral
consists of both government guaranteed loans and private student
loans.

The ratings of the notes were placed under review for possible
downgrade on March 17, 2009.  The action was prompted by the
increase of funding costs due to the continuing and prolonged
dislocation of the auction rate securities market.  Since most
student loan collateral is indexed to the Financial Commercial
Paper rate, Prime rate or LIBOR, trusts that are funded primarily
by auction rate securities have suffered significant excess spread
compression as the yield on the assets has not increased in tandem
with the cost of the liabilities.

As of March 31, 2009, the total parity (i.e. the ratio of total
assets to total liabilities) of the Iowa Student Loan Liquidity
Corporation (2006 Indenture), was 105.88%.  The senior parity or
the ratio of total assets to total senior notes outstanding
balance was 113.12%.  The pool consisted of approximately 48%
private student loans.  At the failed auction rate, the trust is
currently expected to generate 0.4%-0.6% excess spread per annum,
which is also available to cover losses on the loans.  The
projected remaining net loss on private loans is approximately
10%-12% of the current private loan pool balance.  The ratio of
available credit enhancement to the projected remaining net losses
on the private loans is not consistent with similar private
student loan transactions in the same rating category.  The credit
enhancement includes overcollateralization, reserve fund,
capitalized interest and other cash accounts and excess spread.

The complete rating actions are:

Issuer: Iowa Student Loan Liquidity Corporation (2006 Indenture)

  -- 2006 A-I, Downgraded to Aa1; previously on March 17, 2009,
     Aaa Placed Under Review for Possible Downgrade

  -- 2006 A-II, Downgraded to Aa1; previously on March 17, 2009,
     Aaa Placed Under Review for Possible Downgrade

  -- 2006 A-III, Downgraded to Aa1; previously on March 17, 2009,
     Aaa Placed Under Review for Possible Downgrade

  -- 2006 A-IV, Downgraded to Aa1; previously on March 17, 2009,
     Aaa Placed Under Review for Possible Downgrade

  -- 2006 A-V, Downgraded to Aa1; previously on March 17, 2009,
     Aaa Placed Under Review for Possible Downgrade

  -- 2006 A-VI, Downgraded to Aa1; previously on March 17, 2009,
     Aaa Placed Under Review for Possible Downgrade

  -- 2006 B, Downgraded to Ba1; previously on March 17, 2009, A2
     Placed Under Review for Possible Downgrade


JEFFERSON TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Jefferson Trucking Company
        P.O. Box 72
        National City, MI 48748

Bankruptcy Case No.: 09-22076

Chapter 11 Petition Date: June 2, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: Keith A. Schofner, Esq.
                  916 Washington Ave., Suite 309
                  Bay City, MI 48708
                  Tel: (989) 893-3518
                  Fax: (989)894-2232
                  Email: kaschofner@lambertleser.com

Total Assets: $4,200,000

Total Debts: $3,007,331

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

           http://bankrupt.com/misc/mieb09-22076.pdf

The petition was signed by Lee Radcliffe, president of the
Company.


JG WENTWORTH: Secures Court Approval for Reorganization Plan
------------------------------------------------------------
Jeff Blumenthal at Philadelphia Business Journal reports that the
U.S. Bankruptcy Court for the District of Delaware has approved
J.G. Wentworth's reorganization plan.

Business Journal relates that as part of the deal, J.G.
Wentworth's parent, JLL Partners, will invest $100 million of new
equity to support ongoing operations, and provide as much as
$35 million for the Debtor to buy loans from lenders in exchange
for new preferred interests in the Company.

According to Business Journal, J.G. Wentworth sought acceptance of
its plan from its lenders before filing for bankruptcy, and the
Company said that more than 90% of the term lenders approved it.

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

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


JOHN RUSSEL MCGILL: Section 341(a) Meeting Scheduled for June 30
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in John Russel McGill's Chapter 11 case on June 30, 2009, at
8:30 a.m.  The meeting will be held at Flagler Waterview Bldg,
1515 N. Flagler Dr Rm 870, in West Palm Beach, Florida.

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.

Palm Beach Gardens, Florida-based John Russel McGill is a land
developer.

The Company filed for Chapter 11 on May 15, 2009 (Bankr. S.D. Fla.
Case No. 09-19425).  Chad P Pugatch, Esq., at Rice Pugatch
Robinson & Schiller, P.A., represents the Debtor in its
restructuring efforts.  The Debtor listed $10 million to
$50 million in assets and $100 million to $500 million in debts.


LAMINATES AND THINGS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Laminates and Things Co.
        PO Box 126070
        Hialeah, FL 33012

Bankruptcy Case No.: 09-20936

Chapter 11 Petition Date: June 2, 2009

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

Judge: Robert A. Mark

Debtor's Counsel: D Jean Ryan, Esq.
                  PO Box 561507
                  Miami, FL 33256
                  Tel: (305) 275-2733
                  Email: ryandunncourtmail@ryan-dunn.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/flsb09-20936.pdf

The petition was signed by Jose A. Sena, Sr., and Jose A. Sena,
Jr., president and vice president of the Company.


LANDSOURCE COMMUNITES: Court OKs Barclays' Disclosure Statement
---------------------------------------------------------------
The U.S. Bankruptcy Court for District of Delaware approved the
second amended disclosure statement for the second amended plan of
reorganization for LandSource Communities Development LLC and its
affiliated debtors proposed by Barclays Bank, PLC, on June 1,
2009, subject to certain revisions.

Barclays Bank will be filing a further revised disclosure
documents consistent with the contemplated revisions.

A copy of the blacklined Disclosure Statement showing the changes
discussed on the record at the hearing as otherwise requested by
certain parties in interest, is available at:

       http://bankrupt.com/misc/landsource.blackineDS.pdf

If approved by a vote of creditors and by the Court at a
confirmation hearing, Lennar Corp., which was a majority owner of
LandSource along with California Public Employees Retirement
System, will end up with 15% of the new stock, Bloomberg's Bill
Rochelle reports.

Creditors participating in a $140 million rights offering would
end up with 40.3% of the stock, assuming $103 million is purchased
in the rights offering.

First-lien secured creditors, owed $1.09 billion, are to see 40.4%
of the stock, producing a recovery of 11.2%.  Second-lien
creditors, having $250 million in claims, would see distribution
of 2.2% percent of the stock, representing a 2.7% recovery.

Unsecured creditors are in line for 1.1% of the stock.

LandSource lost the exclusive right to propose a plan in October.
The developments, with 35,000 homesites, are in Arizona,
California, Florida, New Jersey, Nevada, and Texas.

Josh Premako at The Signal reports that Lennar Corp. can buy a 15%
stake in the Newhall Ranch project, along with other properties,
for $140 million, if a group of creditors signs off the plan.  The
Signal quoted Lou Esbin, who represents several companies that
contracted with Newhall Land, as saying, "I think the judge
expressed significant concerns regarding the viability of the
plan."  The Signal relates that the law offices of Pachulski,
Stang, Ziehl and Jones -- who represents the committee of
unsecured creditors -- are encouraging the creditors to vote
against the plan in a letter dated May 29, saying that converting
LandSource's Chapter 11 filing to a Chapter 7 case would be better
for the creditors.

The Signal relates that pension fund California Public Employees
Retirement System would see its investments in LandSource wiped
out.  CalPERS and a group of investment partners paid $970 million
for a majority stake in LandSource in 2007.  The Signal quoted
CalPERS spokesperson Clark McKinley as saying, "CalPERS has
conducted a through review of the Lennar proposal and has
determined not to participate, as this investment opportunity does
not fit well with the future strategic director of our real-estate
program.  Otherwise, CalPERS has a $180 billion portfolio and is a
long-term investor.  This deal will have no direct or immediate
impact on CalPERS members."

As reported in the Troubled Company Reporter on May 14, 2009,
Barclays Bank PLC, as administrative agent for itself and various
lenders under a Superpriority DIP First Lien Credit Agreement,
delivered to the Court its Second Amended Joint Plan of
Reorganization for LandSource Communities Development LLC and its
20 debtor affiliates and an accompanying Disclosure Statement on
May 6, 2009.

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News, Issue No. 21; http://bankrupt.com/newsstand/or
215/945-7000).


LARRY M. LOYD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Larry M. Loyd
        350 Jackson St
        San Francisco, CA 94111

Bankruptcy Case No.: 09-31513

Chapter 11 Petition Date: June 2, 2009

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

Debtor's Counsel: John S. Morken, Sr., Esq.
                  Morken Law Office
                  760 Market St. #938
                  San Francisco, CA 94102
                  Tel: (415) 391-6140
                  Email: jomork@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.


LEAP WIRELESS: Inks Underwriting Pact With Goldman Sachs
--------------------------------------------------------
Leap Wireless International Inc. disclosed that it entered into
an underwriting agreement with Goldman, Sachs & Co., wherein  Leap
agreed to issue and sell 7,000,000 shares of its common stock, par
value $.0001 per share, at a price to the Underwriter of $37.75
per share.

A full-text copy of the under Underwriting Agreement dated May 28,
2009, is available for free at:

              http://ResearchArchives.com/t/s?3d85

                       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
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 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 $190.0 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: Nonpayment of Interest Prompts S&P to Cut Rating to 'D'
------------------------------------------------------------------
On June 2, 2009, Standard & Poor's Ratings Services lowered its
corporate credit rating on Lear Corp. to 'D' (default) from 'CCC+'
and lowered the issue-level rating on the company's senior
unsecured debt that did not receive the scheduled interest payment
to 'D' from 'CCC'.  S&P lowered the rating on the senior secured
debt to 'CC' from 'B', and the rating on the other senior
unsecured debt to 'C' from 'CCC'.

The company announced on June 1, 2009, that it has chosen not to
make interest payments due that day for its 8.50% senior notes due
in 2013 and 8.75% senior notes due in 2016.  Under the indentures
governing the senior notes, Lear has a 30-day grace period to make
interest payments on these notes before there is an event of
default.  S&P is not confident that Lear will make the payments
within the grace period.  Among other outcomes, the company might
pursue a distressed exchange or file for bankruptcy under Chapter
11.

If Lear pursues a distressed exchange, S&P expects to assign a new
corporate credit rating within a short time after such an
announcement.  The new rating will be based on, among other
things, S&P's assessment of the company's new capital structure
and liquidity profile.


LEHMAN BROTHERS: Gets OK for Assignment of CDS to Deutsche Bank
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved the terms of an agreement for Lehman Brothers
Holdings Inc. to assign a credit default swap to Deutsche Bank
AG's London branch, a deal which could yield up to $733 million
for one of the Lehman Brothers' subsidiaries, Bankruptcy Law360
reports.

Lehman Brothers Special Financing Inc. is expected to receive
approximately $694 to $733 million in present value for net
payments under the assignment of the Credit Swap Agreement,
including about $325 million currently accrued but unpaid amounts
under the Credit Default Swap Agreement.

To recall, on May 5, 2009, the Debtors asked the Court to approve
the letter agreement, as amended on May 28, 2009, between Deutsche
Bank AG's London Branch and certain debtors related to the Libra
Credit Default Swap Agreement.  Accordingly, the Court authorized
LBHI and LBSF to enter into the Letter Agreement, as amended, in
accordance with Section 363 of the Bankruptcy Code.

The salient terms of the Letter Agreement are:

  -- The Letter Agreement commits Deutsche Bank AG's London Branch
     to the assignment of the Libra Credit Default Swap Agreement
     and the Payment Agreement for at least 90 calendar days.  The
     assignee, in its sole and absolute discretion, may agree to
     extend that commitment for additional 30-calendar day periods
     by providing written notice of that extension.  The assignee
     may terminate the commitment if the Court has not issued an
     order approving the Letter Agreement by June 19, 2009.  The
     Letter Agreement will terminate if the Court enters a final
     order denying its approval.

  -- The assignee agrees that it will not enter, directly or
     indirectly, into any transaction with Libra or the Senior
     Swap Counterparty or their successors, assigns or affiliates
     that is similar in structure or effect to the assignment
     other than the assignment; provided that in the event Libra's
     obligations under the Indenture are accelerated and its
     assets are liquidated pursuant to Section 5 of the Indenture,
     the assignee may enter into any transaction with Libra that
     relates to the purchase of any asset of Libra.

  -- The Debtors jointly and severally indemnify the assignee and
     its officers and directors, employees, agents and attorneys
     against any and all claims and actions against brought by
     other persons, and will hold the assignee and the Indemnified
     Parties harmless against any loss, liability or expense
     incurred that arise out of or in connection with the
     Assignee's entering into, complying with, or enforcing the
     Letter Agreement.

  -- The payment of a $20 million break-up fee.

A full-text copy of the LBHI's motion, dated May 5, 2009, for
approval of the Libra Credit Default Swap Agreement is available
at http://bankrupt.com/misc/LBHI.LibraCDSA.motion.pdf

                     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: Creditors' Committee Support PBGC Settlement
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Lehman Brothers
Holdings Inc. and its debtor-affiliates' Chapter 11 cases
expressed support for the settlement deal between Lehman Brothers
Holdings Inc. and Pension Benefit Guaranty Corporation.

"If the Court does not approve the settlement agreement and a
settlement is not otherwise reached, it is possible that PBGC
could prevail in the district court action," Dennis Dunne, Esq.,
at Milbank Tweed Hadley & McCloy LLP, in New York, says in court
papers.  "Such an outcome could result in an additional cost to
[LBHI's] estates of at least $69 million, as compared to the
amount payable to the PBGC under the settlement agreement," Mr.
Dunne points out, adding that PBGC could also impose liens on
"non-debtor assets" making them less marketable.

The settlement agreement, dated May 4, 2009, authorizes the
termination of a retirement plan sponsored by LBHI in return for
its payment of $127.6 million to PBGC on account of claims against
unfunded benefit liabilities and additional premiums.  The amount
represents a discount from the total amount of $212.7 million
potentially owed to the federal agency.

The retirement plan has about 22,000 participants, and has about
$1.2 billion in assets and about $1.040 billion in total benefit
liabilities as of January 1, 2008.  The value of assets has
reportedly declined significantly since the Debtors' bankruptcy
filing on September 15, 2008.

                     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: Court Appoints Fee Committee & Okays Fee Protocol
------------------------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the joint oral motion of Lehman
Brothers Holdings Inc. and its affiliated debtors to appoint a fee
committee and approve their proposed fee protocol.

The Fee Protocol will govern (a) the composition of the Fee
Committee; (b) the compensation of certain members of the Fee
Committee; (c) the purpose of the Fee Committee; and (d)
exculpation and indemnification provisions for the members of the
Fee Committee in connection with their performance of duties on
behalf of the Fee Committee.  Information about the Fee
Committee's composition and duties and the Fee Protocol is
available for free at:

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

If a conflict arises between the provisions in the order approving
the joint oral motion or the fee protocol, and those in the prior
order approving the interim compensation of professionals in the
Debtors' cases, the order on the joint oral motion will control,
the Court held.

All Monthly Statements and fee applications will be served on the
Fee Committee.

                     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)


LYONDELL CHEMICAL: Solutia Asserts Equistar's Claims Are Barred
---------------------------------------------------------------
Solutia Inc. denies all allegations set forth in Debtor Equistar
Chemicals, LP's Amended Complaint.  As reported by the Troubled
Company Reporter on January 20, 2009, Equistar asked the U.S.
Bankruptcy Court for the Southern District of New York to issue a
judgment:

  (a) declaring that Solutia owes a matured debt to the Debtor
      for US$28,928,488;

  (b) awarding damages for US$28,928,488 resulting from Solutia's
      breach of the Agreement;

  (c) directing Solutia to pay US$28,928,488;

  (d) declaring that Solutia's continued failure to pay the
      matured debt constitutes a violation of Sections 362(a)
      and 542(b); and

  (e) awarding the Debtor its costs, including attorney's fees,
      incurred in connection with its efforts to compel
      Solutia's compliance under the Bankruptcy Code.

Equistar Chemicals, LP, and Solutia Inc. were parties to an
Amended and Restated Chemical Grade Propylene Sales Agreement
contract wherein Equistar sold certain chemical grade propylene to
Solutia.  Since October 10, 2008, the Debtor has sent 10 invoices
to Solutia.  Under the Agreement, Solutia must pay for propylene
within 30 days of each invoice date.  Representing the Debtor,
Howard Hawkins, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, tells the Court that Solutia has never disputed any of the
invoices, which are due and owing for US$28,928,488, yet it has
refused to pay the amounts.  Mr. Hawkins argues that the
US$28,928,488 is a matured debt under Section 542(b) of the
Bankruptcy Code and Solutia, thus, violated Section 542(b) when it
did not pay the matured debt to the Debtor.  Moreover, the
Agreement is a valid, binding and enforceable contract between the
Debtor and Solutia.  Mr. Hawkins attests that the Debtor has
performed its obligations under the Agreement.  Accordingly,
Solutia's failure and refusal to remit to the Debtor the amounts
due to under Agreement constitute a breach of contract.  Mr.
Hawkins further contends that Solutia violated Sections 362(a)(3)
and (a)(7) of the Bankruptcy Code by failing to pay the Debtor,
and withholding payment of the US$28,928,488.

Solutia's attorney, Jeffrey J. Zieger, Esq., at Kirkland & Ellis
LLP, in New York, relates that pursuant to a June 2007 letter of
credit, Equistar agreed to provide a $25 million credit to Solutia
under an Amended and Restated Chemical Grade Propylene Sales
Agreement, Ethanol Sales Contract and other agreements.  If
Solutia wanted additional credit, it was required to pay majority
of the costs for obtaining third party credit as a condition
precedent to receiving any credit.

Mr. Zieger notes that Equistar did not lift the credit
restrictions in the Credit Letter, but exercised its discretion
by not requiring Solutia to pay Equistar until the total amounts
outstanding exceeded the negotiated aggregate credit limit of
$45 million, including an original $25 million credit limit and
additional $20 million in assured credit for which Solutia paid.
He stresses that Solutia relied on those terms in structuring its
business activities and finances.  He discloses that Solutia's
obligations to Equistar are currently under the $45 million cap.
Equistar, however, has now sued Solutia for those amounts even
though they are not due and payable apparently because of
Equistar's own liquidity problems, he points out.

Accordingly, Mr. Zieger asserts that Equistar's claims are
barred, in whole or in part, based on estoppel.  Moreover, Mr.
Zieger asserts that Equistar's claims are barred, in whole or in
part, by the doctrines of unclean hands, waiver, laches, set off
of mutual obligations and recoupment.

In a Court-approved stipulation, Equistar and Solutia agree to
follow this schedule:

  * July 10, 2009         -- deadline to complete all fact
                             discovery

  * June 30, 2009         -- deadline for parties to identify
                             their experts

  * July 31, 2009         -- production of expert reports under
                             Rule 26(a)(2) of the Federal Rules
                             of Civil Procedure

  * August 21, 2009       -- deadline to file rebuttal expert
                             Reports

  * September 4, 2009     -- completion of depositions of all
                             parties' experts and rebuttal
                             experts

  * September 25, 2009    -- deadline to file of all dispositive
                             motions

  * October 16, 2009      -- deadline to file any opposition
                             papers

  * October 27, 2009      -- deadline to file reply papers

                       About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represented the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provided the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

As reported by the TCR on March 5, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Solutia
Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with
negative implications.  At the same time, Standard & Poor's
lowered its rating on the company's $1.2 billion senior secured
term loan facility to 'B' from 'B+', and revised its recovery
rating on the term loan to '4', indicating average recovery (30%-
50%) of principal in the event of a default, from '3'.

According to the TCR on April 6, S&P said its ratings and outlook
on Solutia (B/Watch Neg/--) remain unchanged following Solutia's
announcement that it has entered into a definitive agreement to
sell its nylon business to an affiliate of SK Capital Partners II
L.P., a New York-based private equity firm.  The transaction is
expected to close in the second quarter of 2009.

                      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)


MAGNA INT'L: S&P Keeps Rating on WatchNeg. on Exposure to Chrysler
------------------------------------------------------------------
Standard & Poor's Ratings Services said it kept its 'BBB' long-
term corporate credit rating on Aurora, Ontario-based Magna
International Inc. on CreditWatch with negative implications where
it was placed April 30, 2009.  Published reports have indicated
that a Magna-led consortium has reached a conceptual framework to
purchase the Opel division of General Motors Corp. (GM; D/--/--).

"The April 30th CreditWatch placement reflected our concerns about
the potential adverse effect on certain auto suppliers, including
Magna, that have material exposure to Chrysler LLC which has filed
for bankruptcy," said Standard & Poor's credit analyst Greg Pau.
As expected, Chrysler's (D/--/--) vehicle production volume is
much lower since the bankruptcy.

S&P understands that Magna could potentially have a 20% equity
stake in the consortium and become actively involved in providing
management leadership.  Yet, as negotiation over the proposed Opel
acquisition involving multiple parties is ongoing and the
transaction is subject to regulatory approval by the German
government, there are limited firm details on the proposal.
Standard & Poor's reiterates that Magna's modest financial risk
profile has provided a key support to the rating on the company
and in S&P's view has given Magna relatively larger financial
flexibility under the currently challenging operating conditions.
Therefore, any material increase in debt or decrease in liquidity
to finance the proposed transaction could exert further downward
pressure on the rating, in addition to the heightened risks
arising from Chrysler's bankruptcy.

The ratings will remain on CreditWatch until the transaction and
the financing sources of Magna's investments become clearer to
Standard & Poor's.  Such an assessment will be in addition to
S&P's review of the treatment of the suppliers in Chrysler's
bankruptcy proceeding, prospective assessments of Magna's
liquidity, and prospects for the viability of Magna's business,
including future incremental revenue and profitability declines.
S&P will also evaluate any prospective impact on Magna's existing
operations now that GM has filed for bankruptcy in the U.S. Given
the uncertainty over the timing of the proposed Opel acquisition,
it is difficult to put a firm timeline on resolving the
CreditWatch listings.


MAYAGUEZ ADVANCED: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mayaguez Advanced Radiotherapy Center, PSC
        PO Box 8043
        Mayaguez, PR 00681-8043

Bankruptcy Case No.: 09-04540

Chapter 11 Petition Date: June 2, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Fausto D. Godreau Zayas, Esq.
                  PO Box 9022512
                  San Juan, PR 00902-2512
                  Email: dgodreau@LBRGlaw.com

Total Assets: $3,810,510

Total Debts: $1,357,473

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

           http://bankrupt.com/misc/prb09-04540.pdf


MCSTAIN ENTERPRISES: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Court documents say that McStain Enterprises, Inc., has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of Colorado.

Paula Moore at Denver Business Journal reports that McStain listed
$10 million to $50 million in assets and $10 million to
$50 million in liabilities.  Court documents say that McStain's
unsecured creditors include:

     -- Scheer's Inc., owed $10.85 million;
     -- Key Bank, owed $3 million;
     -- CRE400 Centennial LLC-Crestone, owed $2 million;
     -- William and Associates of Boulder, owed $1.54 million;
     -- First National Bank;
     -- GE Capital;
     -- Namaste Solar Electric Inc.;
     -- Guy's Floor Service Inc.; and
     -- the City and County of Denver (sales tax).

McStain's largest unsecured creditors include Scheer's Inc. of
Illinois (which is owed $10.85 million), Key Bank ($3 million),
CRE400 Centennial LLC-Crestone ($2 million) and William and
Associates of Boulder ($1.54 million), according to the bankruptcy
filing.

According to Business Journal, McStain told clients that it will
sell its finished homes and complete those that are under
construction.  Business Journal says that McStain's bankruptcy
filing doesn't affect the Indian Peaks South neighborhood due to a
separate ownership structure.

Business Journal relates that McStain's former president and CEO,
Eric Wittenberg, voluntarily left the Company in 2008 to save
money, and was replaced by McStain co-founder Tom Hoyt.  The
Company, according to the report, closed its physical headquarters
operation in Louisville in November 2008.

Tom and Caroline Hoyt, with their friend David Stainton, started
McStain Enterprises, Inc., aka McStain Neighborhoods, in 1966,
when they bought a small Boulder custom builder called Horizon
Building Co.  McStain has worked on several urban infill projects,
including ones in Denver's Lowry and Stapleton neighborhoods and
Belmar in Lakewood.  The Company is based in Louisville, Colorado.

The Company filed for Chapter 11 bankruptcy protection on May 28,
2009 (Bankr. D. Colo. Case No. 09-20249).  Joli A. Lofstedt, Esq.,
at Connolly, Rosania & Lofstedt, P.C., assists the Debtor in its
restructuring efforts.  The Debtor listed $10 million to
$50 million in assets and $10 million to $50 million in debts.


MED-TRANS OF TENNESSEE: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Med-Trans of Tennessee, Inc.
        P.O. Box 854
        Athens, TN 37371

Bankruptcy Case No.: 09-13355

Chapter 11 Petition Date: June 2, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Debtor's Counsel: Richard C. Kennedy, Esq.
                  Kennedy, Fulton & Koontz
                  320 N. Holtzclaw Avenue
                  Chattanooga, TN 37404
                  Tel: (423) 622-4535
                  Email: rkennedy@kkflawfirm.com

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

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

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

           http://bankrupt.com/misc/tneb09-13355.pdf

The petition was signed by Bruce Collins, president of the
Company.


MERCEDES AURORA POSADA: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Mercedes Aurora Posada
           aka Mercedes Posada
        1027 N Bonnie Brae St Apt A
        Los Angeles, CA 90026

Bankruptcy Case No.: 09-23693

Chapter 11 Petition Date: June 2, 2009

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

Judge: Alan M. Ahart

Debtor's Counsel: L Walker Van Antwerp, III, Esq.
                  523 W 6th St, Ste 712
                  Los Angeles, CA 90014
                  Tel: (213) 688-8545
                  Fax: (213) 688-8547

Total Assets: $1,932,250

Total Debts: $1,969,000

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Ms. Posada.


MONELL'S DINING: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Nashville Business Journal reports that Monell's Dining & Catering
has filed for Chapter 11 bankruptcy protection.

According to court documents, Monell's listed $100,001 to $500,000
in assets and $100,001 to $500,000 in debts.  Court documents note
that Monell's largest debtors include the Internal Revenue
Service, which is owed $72,260, and the Tennessee Department of
Revenue, which is owed $13,200.

Citing Monell's owner Michael King, The Tennessean states that
Monell's is embroiled in a dispute with Capital Crossing Servicing
Co., an asset purchaser active in the secondary loan market, over
an estimated $620,000 debt.  Mr. King said that tied to the
$620,000 debt are three of Monell's properties -- the Sixth Avenue
restaurant in Germantown, and its Charlotte Pike and Gallatin
properties -- with a combined estimated value of about $1.2
million, The Tennessean states.

Business Journal quoted Monell's lawyer, Ernest Williams, Esq., at
Williams & Prochaska, as saying, "Monell's obligation to its
principal creditor matured.  The bankruptcy is to allow Monell
breathing space to obtain replacement loans or to reorganize
through a bankruptcy-court confirmed plan of reorganization."

Based in Germantown, Nashville, Tennessee, Monell's Dining &
Catering is a family-style restaurant in a house on Sixth Avenue
owned by president Michael John Abraham King.  It also leases a
restaurant space in Franklin, with a catering arm on 31st Avenue.


MORGAN STANLEY: S&P Puts 'B-' Rating on Positive CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' rating on the
$3 million class A-13 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 on CreditWatch with positive
implications.

The rating on the class A-13 notes reflects the lowest of the
rating on the reference obligation, Virgin Media Finance PLC's
8.75% bonds due April 15, 2014 ('B-/Watch Pos'); the rating on
Morgan Stanley ('A'), which acts as the swap payments guarantor;
and the rating on the underlying security, BA Master Credit Card
Trust II's class A floating-rate asset-backed certificates series
2001-B due Aug. 15, 2013 ('AAA').

The rating action follows the May 28, 2009, placement of S&P's
rating on the reference obligation, Virgin Media Finance PLC's
8.75% bonds, on CreditWatch with positive implications.


MSB ENERGY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: MSB Energy, Inc.
        5750 Genesis Court, Suite 110
        Frisco, TX 75034

Bankruptcy Case No.: 09-41788

Chapter 11 Petition Date: June 2, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

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

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

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

The Debtor did not file a list of 20 largest unsecured creditors.

The petition was signed by John W. DeHaven, director of the
company.


NEWPORT TELEVISION: Debt Repurchase Cues S&P's Rating Cut to 'SD'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kansas City, Missouri-based TV broadcaster Newport
Television Holdings LLC and its operating subsidiary,
Newport Television LLC, to 'SD' (selective default) from 'B-'.

At the same time, S&P lowered the issue-level rating on the
company's senior secured term loan B to 'D' from 'B-'.

In addition, S&P placed its issue-level ratings on Newport's other
outstanding debt on CreditWatch with negative implications.

The ratings downgrade reflects the company's repurchase of a
portion of its bank debt in a private transaction at a steep
discount to face value, as well as the company's heavily debt-
burdened capital structure and fractional interest coverage.  S&P
views this transaction as tantamount to a default, although it
does not constitute a legal default.  The company announced that
it has repurchased $50.9 million of the principal amount of its
bank debt at a significant discount.

"In completing our review of Newport's ratings, S&P will reassess
the company's business outlook over the immediate term in the
context of the change in its capital structure," said Standard &
Poor's credit analyst Deborah Kinzer.  "We will also evaluate its
prospects for maintaining a comfortable margin of compliance with
its senior leverage covenant, which tightens significantly in the
fourth quarter of 2009."


NOBLE INTERNATIONAL: Can Sell European Assets to ArcelorMittal
--------------------------------------------------------------
Despite objection from the official committee of unsecured
creditors, Noble International Ltd. won approval on May 29, 2009
to sell its European business to European steelmaker ArcelorMittal
SA, the previous owner.  ArcelorMittal will pay $2.1 million in
cash and take the business subject to all debt, including a
$108 million bank loan, Bloomberg's Bill Rochelle reports.

ArcelorMittal sold the business to Noble for $300 million in
2007.

As reported in the Troubled Company Reporter on May 27, 2009,
Noble International Ltd. obtained approval from the U.S.
Bankruptcy Court for the Eastern District of Michigan of a sale
process for its European business, under which ArcelorMittal SA,
its prior owner, will be the stalking horse bidder at a May 28
auction.  The official committee of unsecured creditors has said
it is taking an appeal to the District Court from Judge Marci B.
McIvor's order approving the auction procedures.  The Creditors
Committee wanted the sale processed stayed pending its appeal and
asserted that the Bankruptcy Court "erred, as a matter of fact and
of law, in granting the Sale Motion and in entering the Order."

                     About Noble International

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E. D. Mi. Case No. 09-51720).
The Debtors proposed Foley & Lardner LLP as their general
bankruptcy counsel. Conway Mackenzie, Inc., has been tapped as the
Debtors' financial advisors.  The official committee of unsecured
creditors is represented by Jaffe Raitt Heuer & Weiss, P.C.  The
Debtors disclosed total assets of $190,763,000 and total debts of
$38,691,000, as of January 10, 2009.


NORTHFIELD LAB: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Northfield Laboratories Inc.
        1200 Business Center Drive
        Mt. Prospect, IL 60056

Bankruptcy Case No.: 09-11924

Type of Business: Northfield Laboratories Inc. is a leader in
                  developing PolyHeme, a hemoglobin-based oxygen-
                  carrying red blood cell substitute.

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Ian Connor Bifferato, Esq.,
                  Thomas F. Driscoll, III, Esq.
                  Bifferato LLC
                  800 N. King Street, First Floor
                  Wilmington, DE 19801
                  Tel: (302) 225-7600
                  Fax: (302) 254-5383
                  Email: cbifferato@bifferato.com
                  tdriscoll@bifferato.com

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

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

The Debtor's Largest Unsecured Creditors:

  Entity                          Nature of Claim   Claim Amount
  ------                          ---------------   ------------
Jack Kogut                          Severance         $616,482
903 S. Kennicott Pl.
Mt. Prospect, IL 60056

Marc Doubleday                      Severance         $341,009
326 Alicia
Cary, IL 60013

George Hides                        Severance         $302,871
808 N. Greenview 3A
Chicago, IL 60622

Laurel Omert                        Severance         $266,210

Sophia Twaddell                     Severance         $203,200

Kris Matter & Associates            Trade Debt         $23,751

Professional System Analysis, Inc.  Trade Debt         $4,500

Wuxi AppTec                         Trade Debt         $4,250

Brice Industries, Inc.              Trade Debt         $3,520

Steiner Electric Company            Trade Debt         $2,570

Fisher Scientific                   Trade Debt         $2,354

Thomson Financial                   Trade Debt         $1,767

Airgas North Central                Trade Debt         $1,707

Siemens Water Technologies Corp.    Trade Debt         $1,602

Novaspect, Inc.                     Trade Debt         $1,464

MicroCheck, Inc.                    Trade Debt         $1,288

Elite Communications Group Inc.     Trade Debt         $1,155

Stericycle Inc.                     Trade Debt         $1,018

aaiPharma                           Trade Debt           $975

Computershare Investor              Trade Debt           $932

Rooney Landscape, Inc.              Trade Debt           $930

Solus, L.L.C.                       Trade Debt           $711

AT&T Internet Services              Trade Debt           $588

SGS Northview Laboratories          Trade Debt           $560

CB-Kramer Sales & Service           Trade Debt           $555

Specialty Technical Publishers      Trade Debt           $544

Scheck Mechanical Corporation       Trade Debt           $537

TTE, Inc.                           Trade Debt           $378

Cook County Collector               Trade Debt           $378

CIGNA/Great West                    Trade Debt        Unknown

The petition was signed by Steven A. Gould, M.D., chief executive
officer.


NOVELIS INC: S&P Keeps 'BB-' Long-Term Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it kept the ratings on
aluminum rolled products producer Novelis Inc., including the
'BB-' long-term corporate credit rating, on CreditWatch with
negative implications where they were placed Feb. 20, 2009.

"The ratings remain on CreditWatch following Novelis' disclosure
of a liquidity squeeze brought about by the high volatility of
primary aluminum prices," said Standard & Poor's credit analyst
Donald Marleau.

To support its near-term cash requirements, Novelis received a
US$100 million long-term unsecured loan from an affiliate of the
India-based Aditya Birla Group (not rated).  Birla Group controls
Novelis' parent, Hindalco Industries Inc. (not rated), and support
from the parent is currently factored into the rating on Novelis.

S&P believes that the relative stability of aluminum prices in the
past several months should have alleviated the pressure on
Novelis' liquidity, and that the company's liquidity should
improve significantly in the second half of calendar 2009, as its
cash flows benefit from lower investments in working capital
stemming from lower aluminum prices, weaker volumes, and seasonal
factors.

Standard & Poor's will likely resolve the CreditWatch in early
July, after Novelis releases its fiscal 2009 financial statements.
Assuming that the company's liquidity strains abate in the next
few months, S&P will be primarily focused on fundamental market
conditions and parental support in resolving the CreditWatch.  S&P
believes that lower volumes, particularly in the automotive and
construction segments, will have a marked negative effect on
Novelis' profitability and cash flow in 2009, which could preclude
any reduction of the company's heavy debt load.  On the other
hand, Standard & Poor's still believes that Novelis is
strategically important for Hindalco.  Hence, a key determinant
for the Novelis rating is the parent's willingness and ability to
support Novelis amid Hindalco's own weakened profitability and
large capital expenditures.


NRG ENERGY: Moody's Assigns 'B1' Rating on $700 Mil. Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to NRG Energy,
Inc.'s planned issuance of up to $700 million of senior unsecured
notes due 2019, and affirmed the company's other ratings,
including its Corporate Family Rating and Probability of Default
Rating at Ba3 along with its speculative grade liquidity rating of
SGL-1.  Moody's also assigned ratings to the company's shelf
registration for the issuance of senior secured debt, senior
unsecured at (P)Ba1 and (P)B1, respectively, and at (P)B2 for the
issuance of subordinated debt and preferred stock.  NRG's ratings
continue to be under review for a possible upgrade where they were
placed on November 12, 2008 as a result of the announced tender
offer for the company by Exelon Corporation (Exelon: Baa1 senior
unsecured; under review for possible downgrade).

NRG's Ba3 CFR reflects the company's ability to produce relatively
consistent credit metrics through an active hedging program that
also enables the company to finance all of its capital
requirements from internal sources.  At year-end 2008, Moody's
calculates the ratio of cash flow (CFO pre-W/C) to adjusted debt
at 17%, its cash flow coverage of interest expense at 3.25x, and
free cash flow to adjusted debt at 7.3%.  These financial metrics,
which incorporate all of Moody's standard adjustments, strongly
position the company in the Ba rating category as compared to
other unregulated wholesale power companies.  While the
incremental $700 million of debt will slightly weaken the credit
metrics for NRG, Moody's observes that the company has been
gradually de-levering since 2007 as it permanently reduced its
secured term loan by $700 million over that time frame.  Moody's
believes that the company's cash flows are not likely to
materially weaken during 2009 and 2010 as a result of any
recession related decline in electric demand given the level of
hedges in place.

Moody's observes that the company's recent financial performance
and near-term prospects may suggest a slightly higher CFR when
evaluating the company on a standalone basis, particularly when
one considers the relatively stable cash flows generated by the
company due in part to its hedging program.  However, the Ba3 CFR
incorporates Moody's concerns about the size of the company's
capital investment program relative to NRG's market capitalization
particularly when one factors in management's history of
implementing shareholder focused strategies.

The rating affirmation of NRG's speculative grade liquidity rating
of SGL-1 reflects Moody's expectation that NRG will maintain a
very good liquidity profile over the next 4-quarter period as a
result of its generation of strong internal cash flows,
maintenance of significant cash balances plus continued access to
substantial credit availability, and ample headroom under the
company's covenants.  Total liquidity at March 31, 2009, exceeded
$3.1 billion, including unrestricted cash on hand of nearly
$1.2 billion.  While the company's recent purchase of Reliant's
retail supply business utilized $487.5 million cash at closing,
including $287.5 million to acquire the business plus an immediate
$200 million capital contribution into a ringed fenced entity for
working capital requirements, Moody's believe NRG's pro-forma's
total liquidity is expected to be around $3.0 billion at year-end
due to the planned sale of NRG's 50% interest in Mibrag, a German-
domiciled mining operation, for $259 million which is expected to
close this quarter.  Based upon recent guidance provided by
company management in its earnings call and incorporating the
impact of the Reliant transaction, Moody's believes NRG will
generate $400 million of free cash flow during 2009.  Moody's
understands that the company remains comfortably in compliance
with the covenants in its bank facilities and as demonstrated by
the expected Mibrag sale, continues to demonstrate an ability to
enhance its liquidity profile from the sale of non-strategic
assets.

Net proceeds from the financing are expected to be used to cash
collateralize the obligations of the recently acquired retail
supply businesses of Reliant Energy under the existing credit
sleeve and reimbursement agreement with Merrill Lynch.  Following
the cash collateralization, NRG intends to terminate the credit
sleeve which will result in these subsidiaries becoming subsidiary
guarantors under the company's existing unsecured note indentures,
secured credit facilities, and collateral trust agreements which
facilitate the incurrence of right way hedges for counterparties
under its hedging program.

NRG's long-term ratings remain under review for possible upgrade,
where they were placed on November 12, 2008, following the
commencement of an exchange offer by Exelon to acquire NRG for
$6.2 billion.  As mentioned in Moody's November 12 and March 2
press releases, while several uncertainties concerning the Exelon-
NRG merger remain, including the final legal structure and the
terms of any related required financing, should the merger be
consummated, Moody's believes that multi-notch rating changes are
possible for both NRG and Exelon.

NRG's rating review will assess the credit implications of the
proposed merger on the company's prospective credit metrics and
will factor in the benefits of a larger more diverse generation
company, as well as the ability to achieve potential synergies
from the combination with Exelon.  The review will consider the
rating implications for each legal entity once details of the
final legal structure emerge, the prospects for attaining the
necessary regulatory and shareholder approvals, and the
possibility that other issues may surface should the transaction
move forward.

Moody's has also withdrawn the B2 (98 - LGD6) rating assigned to
$447 million (original amount was $500 million) of convertible
preferred stock.  The rating withdrawal reflects the March 16,
2009 conversion of the preferred securities into NRG common stock.

The last rating action on NRG occurred on March 2, 2009, when the
ratings were affirmed following the announcement that NRG was
acquiring Reliant's retail supply business.

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

The ratings for NRG's individual securities were determined using
Moody's Loss Given Default methodology.  Based upon NRG's Ba3 CFR
and PDR, the LGD methodology suggests a Baa3 rating for NRG's
senior secured term loan and secured revolver.  The Ba1 rating
that is assigned to NRG's senior secured term loan and secured
revolver and is under review for possible upgrade reflects the
continued uncertainty that exists as to whether the merger between
Exelon and NRG will be completed and the rating implications of
how this uncertainty affects the final legal structure of the
combined organization as well as the size and related security of
the NRG bank facilities.

Ratings Affected Include:

Rating Assigned

Issuer: NRG Energy, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5,
     70%)

  -- Multiple Seniority Shelf, Assigned a range of (P)B2 to (P)Ba1

Ratings Affirmed:

Issuer: NRG Energy, Inc.

  -- Speculative Grade Liquidity Rating at SGL-1
  -- Corporate Family Rating at Ba3
  -- Probability of Default Rating at Ba3

Ratings Affirmed/LGD assessments revised:

Issuer: NRG Energy, Inc.

  -- Senior Secured Bank Credit Facility, Ba1(LGD2, 16% from LGD2,
     17%)

  -- Senior Unsecured Regular Bond/Debenture, B1(LGD5, 70% from
     LGD5, 73%)

Withdrawals:

Issuer: NRG Energy, Inc.

  -- Preferred Stock Preferred Stock, Withdrawn, previously rated
     B2 (98 - LGD6)

Headquartered in Princeton, NRG owns approximately 24,000
megawatts of generating facilities, primarily in Texas and the
northeast, south central and western regions of the U.S.  NRG also
owns generating facilities in Australia and Germany.


OAK INC.: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Oak Inc.
           dba First Class Pub & Grill
           fka VIP Sport Bar & Restaurant
        20842 International Blvd
        Seatac, WA 98198

Bankruptcy Case No.: 09-15410

Chapter 11 Petition Date: June 2, 2009

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

Debtor's Counsel: Jason E. Anderson, Esq.
                  Law Office of Jason E Anderson
                  8015 15th Ave., NW, Ste 5
                  Seattle, WA 98117
                  Tel: (206) 706-2882
                  Email: jellisanderson@hotmail.com

Total Assets: $743,000

Total Debts: $1,330,976

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/wawb09-15410.pdf

The petition was signed by Nadim Allowar, president of the
Company.


PACIFIC ENERGY: Creditors Panel Objects to $44MM DIP Financing
--------------------------------------------------------------
The official committee of unsecured creditors of Pacific Energy
Resources Ltd. and its debtor-affiliates objects to the Debtors'
proposed $44 million debtor-in-possession financing from J. Aron &
Company, as administrative agent on behalf of itself and other DIP
Lenders, calling it a "de facto plan of liquidation" for the
benefit of prepetition lenders that tramples other creditors'
rights, Bankruptcy Law360 reports.

The DIP loan was to finance working capital, capital xpenditures,
and other general corporate purposes of the Debtors.

As reported in the Troubled Company Reporter on April 22, Union
Oil Company of California told the U.S. Bankruptcy Court for the
District of Delaware that any final order entered on the DIP
motion should exclude, as the Lenders' collateral, any proceeds
from the sale of Pacific Energy Alaska Operating, LLC's share of
the Trading Bay oil production.  Union said this is fair,
equitable and appropriate in order to protect its rights to be
paid the expenses associated with that production, and because the
Budget attached to the DIP motion excludes both the revenue, and
the expenses, associated with PEAO's Trading Bay interests.

Union Oil related that the Debtors operate oil and gas producing
assets in California and in Alaska.  PEAO holds the Alaska assets,
which include a 46.8% working interest in the Trading Bay Field
and Trading Bay Unit in Cook Inlet, Alaska.  Union Oil said it is
the owner of the other 53.2% working interest in the Trading Bay
assets, and is also the operator of those Trading Bay assets.  As
operator, Union Oil said it has a lien on PEAO's working interest,
and on PEAO's share of oil produced from the Trading Bay assets.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$100 million and $500 million each.


PALM VILLAGE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Palm Village LLC
        631 S. Olive St., #510
        Los Angeles, CA 90014

Bankruptcy Case No.: 09-19210

Chapter 11 Petition Date: June 1, 2009

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Nancy L. Allf, Esq.
                  Gonzalez Saggio & Harlan, LLP
                  411 E. Bonneville, Ste. 100
                  Las Vegas, NV 89101
                  Tel: (702) 366-1866
                  Fax: (702) 366-1945
                  Email: nancy_allf@gshllp.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Home Depot                     services                  $3,361
PO Box 509058
San Diego, CA 92150-0958

Duck Carpet Cleaning           services rendered         $1,340
5137 Garden Ln "B"
Las Vegas, NV 89119

The Tropical Landscape         services rendered         $1,180
6479 High Sierra
Las Vegas, NV 89156

Johnstone Supply               supplies                  $1,133

The Sherwin Williams           services rendered           $979

Santos Adermo                  services rendered           $886

Welcome Home America           services rendered           $876

Roadrunner Carpet              services rendered           $855

Mariano Martinez               services rendered           $685

Illustration                   supplies                    $306

Party Superstores              supplies                    $247

Medrano Pest Control           services rendered           $200

Mid American Specialties       services rendered           $111
Answer Phoenix                 services rendered           $110

Reliable Office Supplies       supplies                     $87

Background Investigation       services rendered            $54

Clark County Treasurer         taxes                    Unknown

Pro Residential Services, Inc. management fees          Unknown

The petition was signed by Saumil Dave.


PHOENIX COYOTES: James Balsillie's Proposal Gets Watchdogs' Okay
----------------------------------------------------------------
Phil Wahba and Julie Vorman at Reuters reports that Phoenix
Coyotes may be transferred to Canada after U.S. antitrust
authorities approved James Balsillie's plan to acquire the hockey
team.

As reported by the Troubled Company Reporter on May 27, 2009, Mr.
Balsillie filed a formal application with the National Hockey
League to buy Phoenix Coyotes from majority owner Jerry Moyes.
Earl Scudder of Phoenix Coyotes is seeking to sell the team to Mr.
Balsillie for $212.5 million on the condition that the team be
moved to Hamilton in southern Ontario.  The lead attorney for the
Phoenix Coyotes noted that NHL commissioner Gary Bettman would
rather return the Phoenix Coyotes to Winnipeg than transfer it to
southern Ontario.  Attorneys representing Mr. Moyes emphasized
that blocking the move to Canada would breach U.S. and Canadian
antitrust law.  NHL maintained that its authority has been upheld
by U.S. and Canadian courts.

According to Reuters, Mr. Balsillie's PSE Sports and Entertainment
LP and Phoenix Coyotes said in their application to the NHL, "The
club [Phoenix Coyotes] is not, never has been and never will be
financially viable, consistently supported by fans and a leading
professional sports team in Arizona."

Reuters states that a hearing to decide whether the Phoenix
Coyotes can be relocated if no local buyer matches Mr. Balsillie's
offer is set for June 9.  Reuters says that legal arguments for
the June 9 hearing must be filed by Friday.

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

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


PITTSBURGH CORNING: Court Approves Disclosure Statement
-------------------------------------------------------
Pittsburgh Corning Corp., a joint venture between Corning
Inc. and PPG Industries Inc., is making progress towards a
conclusion of what could be a 10-year Chapter 11 reorganization,
Bloomberg's Bill Rochelle said.

Last week, the U.S. Bankruptcy Court for the Western District of
Pennsylvania approved the disclosure statement explaining the
Debtors' plan designed to bring an end to the reorganization that
began in April 2000 to deal with asbestos claims.

Creditors entitled to vote on the Plan have until Sept. 15, 2009
to do so.

Pursuant to the Plan, asbestos claims will be channeled into a
trust to be funded with contributions by the two companies and
insurance policies.  The asbestos claimants' committee and the
representative of future claimants support the Plan.

The Court previously refused to confirm a prior version of the
Plan in December 2006, on the basis that the plan was too broad in
the treatment of allegedly independent asbestos claims not
associated with Pittsburgh Corning.

As reported in the Troubled Company Reporter on March 24, 2009,
Pittsburgh Corning Corp. scheduled a May 29 hearing to consider
approval of the disclosure statement explaining the latest Chapter
11 plan version, Bloomberg's Bill Rochelle said.  The proposed
solicitation schedule contemplated the Plan voting to be completed
by late August.

Pittsburgh Corning filed its Modified Third Amended Plan of
Reorganization on January 29, 2009, which contemplates the
resolution of certain current and future asbestos claims against
Corning Incorporated and PPG Industries, Inc., arising from PCC
products or activities.  Pittsburgh Corning is owned 50% by
Corning Incorporated and 50% by PPG Industries.

PPG Industries related that under the terms of the amended plan,
all current and future personal injury claims against PPG relating
to exposure to asbestos-containing products manufactured,
distributed or sold by Pittsburgh Corning will be channeled to a
trust for resolution.  The amended plan is subject to court
approval and appeals processes, after which it would become
effective and payments to the trust by PPG and its participating
insurers would begin according to a modified PPG settlement
arrangement that is part of the amended plan.

In 2002, PPG entered into a settlement arrangement relating to
asbestos claims, whereby it reserved approximately $900 million
for that settlement.  Under the modified settlement arrangement,
PPG's obligation is currently $735 million for claims that will be
channeled to the trust.  PPG will retain the approximately $165
million difference as a reserve for asbestos-related claims that
will not be channeled to the trust.

"This amended plan addresses the issues raised by the court in its
2006 opinion on the matter, and while we continue to believe PPG
is not responsible for injuries caused by Pittsburgh Corning
products, this amended plan would permanently resolve PPG's
asbestos liabilities associated with Pittsburgh Corning," said
James C. Diggs, PPG senior vice president, general counsel and
secretary.  "We believe the modified settlement arrangement and
the remaining reserve are very advantageous for the company
because the vast majority of PPG's asbestos-related claims will be
paid or otherwise resolved by the trust."

Under the modified settlement arrangement, PPG's obligation to the
trust consists of cash payments over a 15-year period totaling
$825 million, about 1.4 million shares of PPG stock or cash
equivalent, and its shares in Pittsburgh Corning and Pittsburgh
Corning Europe.  The obligation under the modified settlement
arrangement at December 31, 2008, totals $735 million or
approximately $460 million net of the associated tax benefit.
PPG's obligation under the modified settlement arrangement
includes the net present value of the cash payments of
$825 million, which will be adjusted quarterly to reflect the
accretion of interest.  In addition, PPG's participating
historical insurance carriers will make cash payments to the trust
of approximately $1.6 billion in a series of payments ending in
2027.

PPG believes the Amended Plan meets the Court's concern on the
treatment of allegedly independent asbestos claims not associated
with Pittsburgh Corning.

In a separate statement, Corning says its contributions to the
settlement trust will begin after certain conditions are met, and
the Plan is approved and no longer subject to appeal.  The
approval process could take one year or longer, Corning says.

                       About PPG Industries

Pittsburgh, Pennsylvania-based PPG Industries, Inc. --
http://www.ppg.com/-- is a global supplier of paints, coatings,
chemicals, optical products, specialty materials, glass and fiber
glass.  The Company has more than 140 manufacturing facilities and
equity affiliates and operates in more than 60 countries.  Sales
in 2008 were $15.8 billion.  PPG shares are traded on the New York
Stock Exchange (symbol: PPG).

                           About Corning

Corning Incorporated -- http://www.corning.com/-- makes specialty
and ceramics for more than 150 years.  Its products include glass
substrates for LCD televisions, computer monitors and laptops;
ceramic substrates and filters for mobile emission control
systems; optical fiber, cable, hardware & equipment for
telecommunications networks; optical biosensors for drug
discovery; and other advanced optics and specialty glass solutions
for a number of industries including semiconductor, aerospace,
defense, astronomy and metrology.

                       About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection in 2000 (Bankr. W.D. Pa. Case No. 00-22876).  The Hon.
Judith K. Fitzgerald presides over the case.  The Bankruptcy Court
authorized the retention of Reed Smith LLP as counsel for the
Debtor under a general retainer, and the retention of Deloitte &
Touche LLP as accountants for the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The United States Trustee appointed a Committee of Asbestos
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of these professionals by the Committee of Asbestos
Creditors: (i) Caplin & Drysdale, Chartered as Committee Counsel;
(ii) Campbell & Levine as local counsel; (iii) Anderson Kill &
Olick, P.C. as special insurance counsel; (iv) Legal Analysis
Systems, Inc., as Asbestos-Related Bodily Injury Consultant; (v)
L. Tersigni Consulting, P.C. as financial advisor, and (vi)
Professor Elizabeth Warren, as a consultant to Caplin & Drysdale,
Chartered.

On February 16, 2001, the Court approved the appointment of
Lawrence Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In December 2006, the Bankruptcy Court denied confirmation of an
earlier version of the plan, citing that the plan was too broad in
addressing independent asbestos claims that were not associated
with the Debtor.


PMI GROUP: S&P Raises Counterparty Credit Rating to 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit rating on PMI Group Inc. to 'B-' from 'CCC'
and removed the rating from CreditWatch with developing
implications.

Standard & Poor's also said that the outlook on PMI is stable.

This rating action has no effect on the ratings on PMI Mortgage
Insurance Co. (BB-/Stable/--; PMI MIC), the mortgage insurance
operating company.  There is the standard three-notch gap between
the holding company and operating company rating.

On April 8, 2009, S&P had lowered its counterparty credit rating
on PMI to 'CCC' from 'BBB-' and revised the CreditWatch status to
developing from negative.  This action was in response to the
ongoing negotiations with the lender group that made up the
banking syndicate of lenders behind the amended and restated
credit agreement.

The amended agreement reduces the size of the credit facility to
$125 million from $250 million and eliminates most of the
financial covenants contained in the previous one.  Management
drew down $200 million on the previous credit facility.
Eliminated from the amended credit facility were covenants
regarding the maximum total debt to total capitalization
percentage, maximum risk-to-capital ratio, and the financial
strength rating from a credit rating agency event of default.  The
amended agreement amends the minimum adjusted consolidated net
worth requirement to be not less than $1.2 billion through June
30, 2009; $700 million from July 1, 2009, through Dec. 31, 2009;
and $500 million from Jan. 1, 2010, through its scheduled maturity
date of Oct. 24, 2011.  Standard & Poor's believes the holding
company should maintain adequate adjusted consolidated net worth
until the amended agreement matures.

"Overall, S&P believes the renegotiation is a positive development
for the company," noted Standard & Poor's credit analyst James
Brender.  "Management can now move on to other priorities and away
from the time-consuming distraction of working with its lender
group."


PRIMUS FINANCIAL: S&P Downgrades Senior Debt Rating to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit,
senior debt, senior subordinated debt, and preferred share ratings
on Primus Financial Products LLC, a credit derivative product
company.  S&P's outlook on Primus was negative.  Standard & Poor's
then withdrew its rating on Primus at the issuer's request.

The lowered ratings reflect further deterioration in the ratings
on the reference entities on which Primus sold credit protection
through credit default swaps.

Based on the May 4, 2009, report that S&P received from Primus'
manager, Primus has failed the capital model tests that it is
required to pass in order to maintain its current ratings.  In the
capital model run, S&P continues to assess an approximately
$50.9 million capital charge on Primus' credit default swaps,
which reflects the mark-to-market of remaining swaps with Lehman
Bros. Special Financing Inc. at the time of Lehman Brothers
Holdings Inc.'s bankruptcy filing in September 2008.  According to
the relevant documentation, Primus has exercised its right not to
terminate these credit default swaps.  However, S&P assesses the
approximately $50.9 million charge while the swaps remain on
Primus' swap book.

S&P's outlook on Primus was negative because S&P believed that the
fundamental economic and business conditions for this fully ramped
CDPC, which sells credit protection primarily on single-name
credits, had deteriorated significantly since S&P first assigned
ratings to the CDPC.

Primus is currently operating in continuation mode, which means
that it cannot enter into new credit default swaps unless those
swaps reduce its required capital.

On May 4, 2009, in conjunction with providing its report to
Standard & Poor's, Primus requested that S&P withdraw its ratings
on the CDPC.

                         Ratings Lowered

                  Primus Financial Products LLC

                                               Rating
                                               ------
  Issue                               To                    From
  -----                               --                    ----
Issuer credit rating                  BBB-                  BBB+
Senior debt issues                    BBB-                  BBB+
Senior subordinated debt issues       BB+                   BBB-
Preferred shares                      BB-                   BB+

                        Ratings Withdrawn

                  Primus Financial Products LLC

                                               Rating
                                               ------
  Issue                               To                    From
  -----                               --                    ----
Issuer credit rating                  NR                    BBB-
Senior debt issues                    NR                    BBB-
Senior subordinated debt issues       NR                    BB+
Preferred shares                      NR                    BB-

                         NR -- Not rated.


PROSPECT HOMES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Prospect Homes of Richmond, Inc.
        2702 Parham Road, Suite 300
        Richmond, VA 23294
        Tel: (804) 965-9700

Bankruptcy Case No.: 09-33528

Chapter 11 Petition Date: June 2, 2009

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

Judge: Douglas O. Tice, Jr.

Company Description: The debtor is a home builder.
                     See: http://www.prospecthomes.com/

Debtor's Counsel: Roy M. Terry, Jr., Esq.
                  DurretteBradshaw, PLC
                  600 E. Main St., 20th Fl.
                  Richmond, VA 23219
                  Tel: (804) 775-6948
                  Email: rterry@durrettebradshaw.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                          Claim Amount
   ------                          ------------
SunTrust Bank                        $6,125,672
919 East Main St., 8th Flr.
Richmond, VA 23261

Regions Bank                         $4,852,439
3957 Westerre Pkwy, Ste 140
Richmond, VA 23233

Wachovia Bank                        $4,847,162
1021 E. Cary St, 8th Fl VA9618
Richmond, VA 23261

First Market Bank                     $4,230,174

BB&T                                  $3,627,382

C&F Bank                              $2,879,195

Franklin Federal Bank                 $2,065,810

Farmville Investment Group            $1,805,095

VA Commonwealth Bank                  $1,534,654

Old Dominion Floor Co.                  $264,001

American Applicators, Inc.              $223,701

Danny Smith Inc.                        $208,715

Village Bank                            $184,195

Carefil, Inc.                           $183,902

Richmond Decorating Ctr.                $182,405

JSC Concrete Construction               $156,082

Creative Wood Products LLC              $150,044

Brossfield Landscaping LLC              $142,314

Ronco Plumbing                          $131,856

Wolfe Distributing Company              $120,858

The petition was signed by Joseph R. Audi, president of the
company.


RAINBOW ELDORA LLC: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rainbow Eldora LLC
        2710 S Rainbow Blvd
        Las Vegas, NV 89146

Bankruptcy Case No.: 09-19342

Chapter 11 Petition Date: June 2, 2009

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Barry Levinson, Esq.
                  2810 S. Rainbow Blvd.
                  Las Vegas, NV 89146
                  Tel: (702) 836-9696
                  Fax: (702) 836-9699
                  Email: michael@lawbybarry.com

Estimated Assets: $500,001 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
2 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nvb09-19342.pdf

The petition was signed by Uri Sally, manager of the Company.


RAPTOR GLOBAL: Will Close; To Return Money to Clients
-----------------------------------------------------
James Pallotta has decided to close his $800 million Raptor Global
Fund and return the money to outside clients, Jenny Strasburg and
Peter Lattman at The Wall Street Journal report, citing people
familiar with the matter.

WSJ notes that Mr. Pallotta split off from his investment partner,
Paul Tudor Jones, less than a year ago to run the Raptor sfund.

WSJ states that about $700 million of Raptor's will be returned to
outside investors starting July.  The rest of the assets belong to
Mr. Pallotta and other insiders, WSJ says.

Mr. Pallota, according to the report, will restart Raptor later
this year and has told people close to the fund that he wants
investors to keep money in place for multiple years.  Citing
people familiar with the matter, the report says that Mr. Pallota
will provide seed capital to certain longtime stock analysts
striking out on their own.

Raptor Global Fund was spun off from Tudor Investment Corp.


REICHHOLD INDUSTRIES: Moody's Junks Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service downgraded Reichhold Industries, Inc.'s
Corporate Family Rating and Probability of Default Rating to Caa1
from B2, and the rating on its $195 million senior unsecured notes
due 2014 to Caa2 from B3.  The loss given default assessment on
the senior notes due 2014 was moved to LGD4 from LGD5 as a result
of changes to the company's liability structure.  The outlook for
the company's ratings remains negative.  These summarizes the
ratings activity:

Reichhold Industries, Inc.

Ratings downgraded:

* Corporate Family Rating -- Caa1 from B2

* Probability of Default Rating -- Caa1 from B2

* $195 million of senior unsecured notes due 2014 -- Caa2 (LGD4,
  64%) from B3 (LGD5, 71%)

* Outlook: negative

The downgrade to a Caa1 CFR reflects very weak fourth and first
quarter results, combined with the expectation that the difficult
market conditions faced by the company in many of its key end
markets (e.g., residential housing, construction, marine) and the
global economic slowdown will continue to depress sales volumes
and profitability throughout 2009 and into early 2010.
Additionally, the downgrade reflects Reichhold's significant debt
and interest expense relative to its LTM EBITDA, uncertainty
regarding the degree and timing of upturn in sales volumes, and
potential liquidity pressure due to lackluster cash flow
generation and likely mandatory pension contributions starting in
2010.  The company's Debt/EBITDA and EBITDA/Interest Expense
metrics were 10.5 times and 0.8 times, respectively, after
accounting for Moody's Standard Analytical Adjustments
(underfunded pension plans and operating leases add $115 million
and $46 million, respectively, to the adjusted debt balance) for
the LTM ended March 31, 2009.  Lower volumes and selling prices in
2009 are expected to pressure margins and could strain the
company's liquidity position despite the positive impact lower raw
material and energy commodity prices have had on the cost of goods
sold and working capital requirements.  It is not expected that
the company will produce positive free cash flow over the next
twelve months, despite actions by the company to reduce costs and
manage its liquidity through lower capital expenditures and
limiting dividends.

The negative outlook reflects expectations that the ratings could
come under further pressure if Reichhold's margins and cash flow
metrics deteriorate, economic conditions continue to keep the
volumes materially depressed well into first half of 2010, and/or
liquidity becomes overly constrained.  Moody's note that at the
end of first quarter 2009, Reichhold had roughly $34 million
additional borrowing capacity under its revolver.  However, of
that capacity, $25 million was not accessible since Reichhold's
fixed charge covenant was not greater than or equal to 1.0:1.0.
Anticipated weak operating results will likely result in the
company not having access to the last $25 million of revolver
borrowing capacity during the next four quarters.  Reichhold's
liquidity profile is currently, therefore, very dependent on its
relatively large cash balance ($77 million as of March 31, 2009).
Moody's would reassess the appropriateness of the company's
ratings if it seems likely that Reichhold's liquidity (cash plus
the accessible borrowing capacity under its revolver) could drop
below $50 million on a sustained basis.

Moody's last rating action for Reichhold was on February 18, 2009,
when Moody's downgraded Reichhold's CFR to B2 from B1, and the
rating on its senior notes to B3 from B2.

Reichhold is a leading supplier of unsaturated polyester resins
for composites applications and of resins and other polymers for
coatings applications.  It manufactured over one billion pounds of
thermoset resins and gelcoats in 2008.  Revenues for the LTM
period ending March 31, 2009, were approximately $1.2 billion.


RH DONNELLEY: Seeks to Pay $30.3MM Prepetition Employee Claims
--------------------------------------------------------------
R.H. Donnelley Corp. and its debtor-affiliates currently employ
approximately 3,555 active employees, and approximately 1,525
hourly Employees and 2,115 salaried employees.  In addition, the
Debtors typically utilize the services of approximately 75 to 100
temporary workers on essentially a full-time basis.  Approximately
1,180, or more than 30%, of the Employees are represented by
unions and are covered by one of two collective bargaining
agreements with Debtor Dex Media, Inc.  The International
Brotherhood of Electrical Workers of America represents
approximately 400 Union Employees, and the Communication Workers
of America represents approximately 780 Union Employees.

The Employees' skills, knowledge, and understanding of the
Debtors' businesses are among the Debtors' most valuable assets
and without the continued services of the Employees, an effective
reorganization of the Debtors would not be possible, the Debtors'
proposed counsel, James F. Conlan, Esq., at Sidley Austin LLP, in
Chicago, Illinois, contends.

The Debtors also utilize the Temporary Workers to perform a wide
spectrum of services throughout the Debtors' businesses.  Because
the Debtors have engaged the same individual Temporary Workers on
a regular basis for a sustained time period, the Temporary
Workers have developed expertise and experience that are
necessary to the smooth functioning of the Debtors' operations,
Mr. Conlan tells the U.S. Bankruptcy Court for the District of
Delaware.

To minimize the personal hardships that the Employees and
Temporary Workers would suffer if prepetition employee-related
obligations are not paid when due or as expected, as well as to
maintain employee morale and an essential workforce during a
critical time, the Debtors, by this Motion, seek authority to:

  * pay all prepetition wages, salaries, commissions and other
    compensation owed to the Debtors' Employees;

  * pay all prepetition compensation owed to the Debtors'
    Temporary Workers;

  * reimburse all prepetition business expenses to Employees;

  * make all payments for which prepetition payroll and tax
    deductions were made;

  * honor prepetition obligations under certain employee
    benefit programs and continue those programs in the
    ordinary course;

  * honor workers' compensation obligations; and

  * make all payments to third parties relating to the
    foregoing payments and contributions.

The Debtors also ask the Court to authorize applicable banks and
other financial institutions to honor and pay all checks and
transfers drawn on the Debtors' payroll accounts to make the
foregoing payments.

As of the Petition Date, the Debtors estimate that they owe
$30,335,000 in prepetition wages, salaries and other employee
compensation:

  Wages                                           $6,000,000
  Payroll Processing Services                         15,000
  American Express Credit Card Payments            2,250,000
  Payroll Taxes                                       70,000
  Specified Employee Benefits                     22,000,000

Mr. Conlan tells the Court that the Debtors have made careful
inquiries and have taken diligent steps to ensure that no
Employee is owed more than $10,950 for Unpaid Wages as of the
Petition Date.  Accordingly, if their request is granted, the
Debtors believe that no Employee should be paid more than $10,950
for Unpaid Wages.

As of the Petition Date, there were approximately 19 workers'
compensation claims pending against the Debtors arising out of
alleged injuries incurred by Employees during the course of their
employment, which the Debtors expect to continue to proceed and
be resolved in the ordinary course of business.  The Debtors also
seek the Court's authority to pay these workers' compensation
claims.

                       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)


ROBERT JAMES WAGNER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Robert James Wagner, Jr.
                  aka Robert J Wagner
                  fdba RJW Stamps
               Mary Jane Wagner
               88 Airport Road
               Barto, PA 19504

Bankruptcy Case No.: 09-21425

Chapter 11 Petition Date: June 2, 2009

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

Debtors' Counsel: Joseph T. Bambrick Jr., Esq.
                  529 Reading Avenue, Suite K
                  West Reading, PA 19611
                  Tel: (610) 372-6400
                  Email: NO1JTB@juno.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/paeb09-21425.pdf

The petition was signed by the Joint Debtors.


ROCKWOOD SPECIALTIES: Moody's Affirms 'B1' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of Rockwood
Specialties Group, Inc. (Corporate Family Rating B1 CFR) and
revised the ratings outlook to positive from stable.  Moody's also
assigned Ba2 ratings to Rockwood's proposed amended senior secured
credit facilities including its revolver and term loan facilities.
Among other changes the amendment is designed to relax a leverage
covenant and extend maturities by two years.

This rating action reflects both the stable operating performance
and the prospect for further meaningful debt repayment.  The
change to a positive rating outlook incorporates Moody's
anticipation that major additional debt financed acquisitions are
unlikely, and that Rockwood's remaining business lines will
generate, over time, cash flow that is positive and improving
relative to existing debt levels.  The rating on the proposed
amended facilities assumes that they are closed under the proposed
terms as presented to us and Moody's will monitor the transaction
and review the closing documents.

"The positive outlook reflects Moody's assumption that excess free
cash flow is likely to be used for debt reduction and that these
proposed timely amendments to the senior credit facilities will,
if approved, be a credit positive and improve liquidity," said
Moody's analyst Bill Reed.

Ratings Assigned:

Issuer: Rockwood Specialties Group, Inc.

  -- Proposed Amended Senior Secured Bank Credit Facility, Ba2 -
     LGD2 29%

Outlook Actions:

Issuer: Rockwood Specialties Group, Inc.

  -- Outlook, Changed To Positive From Stable

LGD adjustments

  -- Existing Senior Secured Bank Credit Facility, Ba2 - LGD2 29%
     from LGD2 27%

  -- Senior Unsecured Subordinated Bonds, B3 - LGD5 89% from LGD5
     81%

The B1 CFR is supported by Rockwood's size, various leading market
positions, and its diversity of products, end markets, and
customer base.  The top ten customers account for approximately 8%
of net sales (while no single customer accounts for more than 2%
of sales) and the largest end-use market represent approximately
17% of net sales.  Additionally, Moody's take comfort in
Rockwood's limited exposure to volatile petrochemical and energy
costs as well as its broad base of raw materials in which no
single material contributes more than 1.7% to cost of goods sold.
Moody's also recognizes that management successfully remediated
the material weaknesses in its internal control over financial
reporting relating to issues in 2004, 2005, and 2006.  Moody's
view this as a positive development, as the material weaknesses
had been viewed as a significant negative to Rockwood's credit
profile.

In addition, while Rockwood is a public company Moody's note that
30% of the equity is held by the initial LBO sponsor, with an
additional 9% of the equity held by another private equity firm,
and management controls an additional 6% of the outstanding shares
resulting in substantial influence over the election of future
board directors and company policies, not withstanding, the
presence of only two sponsor representatives on the seven person
board of directors.  A final concern centers on the existing
leverage covenant in the senior secured credit facilities.  In the
event that the proposed amendment is not completed, Moody's
anticipate that the room under this covenant could become tight
over the next eight quarters and possibly result in negative
pressure on the outlook or rating.

Moody's most recent announcement concerning the ratings for
Rockwood was on December 8, 2006, when the B1 CFR was affirmed and
the outlook was moved to stable from negative.

Rockwood Specialties Group, Inc., headquartered in Princeton, New
Jersey, is a global producer of a variety of specialty chemicals
and materials, including pigments, additives, specialty compounds,
ceramics, and electronics for use in businesses ranging from life
sciences to automotive manufacturing.  Rockwood operates through
these three business sectors: Specialty Chemicals, Pigments and
Additives, and Advanced Materials.  Revenues were $3.2 billion for
the LTM ended March 31, 2009.


ROCKY MOUNTAIN MOTELS: Case Summary & 10 Largest Unsec.Creditors
----------------------------------------------------------------
Debtor: Rocky Mountain Motels, Inc.
        10 E 120th Ave
        Northglenn, CO 80233-1002

Bankruptcy Case No.: 09-20653

Chapter 11 Petition Date: June 2, 2009

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

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey Weinman, Esq.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  Email: jweinman@epitrustee.com

                  William A. Richey, Esq.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  Email: lkraai@weinmanpc.com

Estimated Assets: $0 to $50,000,000

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

A list of the Company's 10 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/cob09-20653.pdf

The petition was signed by Jack Richtsmeier, vice-president of the
Company.


SAN FELICIANO: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: San Feliciano Holding Company, LLC
        22255 Mulholland Drive
        Woodland Hills, CA 91364

Bankruptcy Case No.: 09-16563

Chapter 11 Petition Date: June 1, 2009

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

Judge: Maureen Tighe

Debtor's Counsel: Victor A. Sahn, Esq.
                  333 S Hope St., 35th Fl.
                  Los Angeles, CA 90071-1406
                  Tel: (213) 626-2311
                  Fax: (213) 629-4520
                  Email: vsahn@sulmeyerlaw.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Christopher A. Joseph & Assoc.              $86,610
11849 Olympic Blvd.
Los Angeles, CA 90071

PSOMAS                                      $37,791
555 S. Flower St.
Los Angeles, CA 90071

Allen Matkins Leck Gamble Mallory           $35,552
320 N. Larchmont Blvd.
Los Angeles, CA 90071

Cerrell Associates                          $21,107

Rosenheim & Associates                      $18,957

Robert Bruce Holzedl                        $15,184

Van Gough Landscaping                       $10,900

City of Los Angeles                          $3,573

Rabuild Commercial                           $1,100


SIX FLAGS: Won't Make $15 Million Semi-Annual Interest Payment
--------------------------------------------------------------
Six Flags Inc. said it chose to take advantage of the applicable
30-day grace period for making the semi-annual interest payment of
approximately $15 million due on its 95/8% senior notes due 2014.

Under the applicable indenture relating to the 2014 Senior Notes,
use of the 30-day grace period does not constitute a default
that permits acceleration of the 2014 Senior Notes or any other
indebtedness, the company stated.

Additional details regarding the 2014 Senior Notes and its debt,
equity and other upcoming cash obligations are available in its
Annual Report on Form 10-K for the year ended Dec. 31, 2008, filed
with the Securities and Exchange Commission, the company noted.

                       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.

                          *     *     *

Troubled Company Reporter said on May 21, 2009, Moody's Investors
Service indicated that Six Flags, Inc.'s announcement that it was
taking advantage of the 30-day grace period with respect to the
semi-annual interest payment originally due on May 15, 2009, on
its 4.5% convertible notes maturing in 2015 does not affect the
company's Ca Corporate Family Rating, Probability of Default
Rating or debt instrument ratings.

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.


SIX FLAGS: Nonpayment of Interest Cues S&P's Rating Cut to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on New York City-based Six Flags Inc.'s 9.625% senior notes due
2014 to 'D' from 'C', based on the company's failure to make its
scheduled June 1, 2009 interest payment.

The corporate credit rating on the company remains at 'D'.

A default has not occurred relative to the legal provision of the
9.625% senior notes, since there is a 30-day grace period to make
the payment.  However, S&P considers a default to have occurred,
even if a grace period exists, when the nonpayment is a function
of the borrower being in financial distress, unless S&P is
confident that the payment will be made in full during the grace
period.  Six Flags is in the process of conducting exchange offers
for several unsecured notes issuances.

                           Ratings List

                          Six Flags Inc.

               Corporate Credit Rating      D/--/--

                            Downgraded

                          Six Flags Inc.

                                          To      From
                                          --      ----
             9.625% sr nts due 2014       D       C
               Recovery Rating            6       6


SOUTHERN LAND: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Southern Land & Lumber Company, Inc.
        P. O. Box 1649
        Gray, GA 31032-1649

Bankruptcy Case No.: 09-51693

Chapter 11 Petition Date: June 1, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Judge: James D. Walker Jr.

Debtor's Counsel: Ward Stone, Jr., Esq.
                  Stone & Baxter, LLP
                  577 Mulberry Street, Suite 800
                  Fickling and Co. Building
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  Email: wstone@stoneandbaxter.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
20 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/gamb09-51693.pdf

The petition was signed by William W. Lucado, Jr., president of
the Company.


STANADYNE CORP: Declining End Markets Cue S&P to Junk Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Stanadyne Corp., including the long-term corporate
credit rating, to 'CCC+' from 'B'.  The outlook is negative.

The ratings action reflects the significant deterioration in the
company's end markets, which has stretched credit measures and
could limit free cash flow generation.  Stanadyne's sales were
down about 43% in the first quarter due in part to lower demand in
agriculture and construction equipment, as well as aggressive
inventory destocking.  In addition, ultimate parent Stanadyne
Holdings has certain notes which will turn cash-pay in 2010,
resulting in an incremental $12 million of annual cash interest
expense.  To make these payments, the company will need to
upstream dividends to the holdings company level, which is subject
to certain basket limitations that could prevent servicing these
notes as early as 2011.  Stanadyne is in the process of
refinancing its revolving credit facility, due in August, which
could further limit liquidity if is not refinanced in a timely
manner.

The ratings on Stanadyne reflect the company's weak business
position, characterized by cyclical and competitive markets, and
its highly leveraged financial profile.  Stanadyne Automotive
Holding Corp. wholly owns Stanadyne, and Stanadyne Holdings wholly
owns Stanadyne Automotive.

Standard & Poor's expects that additional cash interest payments,
beginning in 2010, will negatively affect cash flow generation.
"We could lower the ratings if Stanadyne's ability to service
Stanadyne Holdings' notes due to the basket restriction or cash
flow generation problems," said Standard & Poor's credit analyst
Dan Picciotto.  S&P would most likely lower the ratings if the
company announced a distressed exchange of debt.

"Given the difficult market conditions, S&P do not anticipate a
positive rating action in the near term," Mr. Picciotto said.


STANDARD PACIFIC: Inks Employment Pact With Kenneth Campbell
------------------------------------------------------------
Standard Pacific Corp. entered into an employment agreement with
its president and chief executive officer, Kenneth L. Campbell.

The employment agreement contemplates (i) an annual base salary of
$850,000 for Mr. Campbell, (ii) eligibility for company health and
welfare benefits and future executive bonus programs, (iii) the
payment of a sign-on award of $1.7 million, payable in two
installments of $850,000 contingent on Mr. Campbell's continued
employment with the Company as of Dec. 31, 2009 and 2010, (iv) the
reimbursement of relocation expenses associated with moving his
primary residence from New York to California, (v) severance equal
to 3 times his base salary, (vi) acceleration of the vesting of
unvested stock options if Mr. Campbell's employment is terminated
without cause or for good reason prior to Jan. 1, 2012, and (vi) a
stock option grant.

Mr. Campbell's stock option grant consists of an aggregate of
6 million stock options, of which (x) 1 million has an exercise
price equal to the Company's closing price on June 2, 2009, (y)
2 million has an exercise price of $3.05, and (z) 3 million has an
exercise price of $4.10, the company said.

One quarter of each tranche of Mr. Campbell's stock option was
immediately vested upon issuance, with the remaining three
quarters vesting on each of January 1, 2010, 2011, and 2012, the
company noted.

                   About Standard Pacific Corp.

Headquartered in Irvine, California, Standard Pacific Corp. (NYSE:
SPF) -- http://www.standardpacifichomes.com/-- operates in many
of the largest housing markets in the country with operations in
major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The Company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage and SPH Title.

                            *   *   *

According to the Troubled Company Reporter on April 1, 2009,
Standard & Poor's Ratings Services lowered its issue-level rating
on Standard Pacific Corp.'s senior unsecured notes to 'CCC-' from
'CCC' and removed the rating from CreditWatch, where it was placed
with negative implications on March 4, 2009.  At the same time,
S&P lowered its recovery rating on the debt to '5' from '4',
indicating that senior noteholders can expect modest (10%-30%)
recovery in the event of a payment default.


STOMP PORK: Voluntary Chapter 15 Case Summary
---------------------------------------------
Chapter 15 Petitioner: Ernst & Young Inc.

Chapter 15 Debtor: Stomp Pork Farm (USA) Inc. and
                   Stomp Pork Farm Ltd.
                   2700 Commodity Exchange Tower
                   360 Main Street
                   Winnipeg, MB R3C 4G9
                   Canada

Chapter 15 Case No.: 09-01515

Type of Business: The Debtor is Saskatchewan's largest
                  independently owned hog operation.
                  See http://www.stompporkfarm.com/

Chapter 15 Petition Date: May 29, 2009

Court: Northern District of Iowa (Sioux City)

Judge: William L. Edmonds

Chapter 15 Petitioner's Counsel: Julie Johnson McLean, Esq.
                                 JulieMcLean@davisbrownlaw.com
                                 215 10th Street, Suite 1300
                                 Des Moines, IA 50309-3993
                                 Tel: (515) 288-2500
                                 Fax: (515) 243-0654

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million


TESORO CORPORATION: Moody's Puts 'Ba1' Rating on $300 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 (LGD4; 62%) rating to
Tesoro Corporation's pending $300 million offering of 10 year
senior unsecured notes.  Moody's also affirmed TSO's Ba1 Corporate
Family Rating, Ba1 Probability of Default Rating, Ba1 senior
unsecured note ratings, and Baa2 (LGD2) senior secured bank
revolver rating.  The LGD point estimate for the existing senior
unsecured notes was changed to LGD4; 62% from LGD4; 60% and the
point estimate for the revolver was changed to LGD2; 14% from
LGD2; 12%.  The rating outlook remains stable.

The ratings and stable outlook reflect TSO's refining portfolio
scale and diversification with six refineries, adequate capital
structure and liquidity profiles relative to both its ratings and
Moody's expectation that margins will improve during 2010.  The
ratings appear able to weather the current down-cycle.  TSO has
roughly $739 million of availability under its secured borrowing
base facility which matures in 2012.  The $1.81 billion facility
currently has a $1.1 billion borrowing base with approximately
$342 million of letters of credit issued and outstanding.
Covenant clearance is sound.

The ratings are restrained by weak sector conditions and full
adjusted leverage on complexity barrels relative to the ratings.
Moody's expects sharply reduced second quarter 2009 cash flow due
to the global recession's multi-factor impact on refining gross
margins, with deep conversion refiners such as TSO bearing the
added brunt of gross margin contraction due to sharply reduced
price differentials between low and high value crude oils.  As
noted in Moody's refining industry outlook, reduced world refined
product demand and refining capacity utilization, coupled with
OPEC cutbacks on heavy sour crude oil production, began pressuring
sector deep conversion margins in fourth quarter 2008 due to a
narrowing in price differentials between low quality heavy/sour
crudes and high quality light/sweet crudes.  This pressure
intensified this year, collapsing deep conversion margins.

Furthermore, while 2009 gasoline margins have firmed from last
years' negative margins, diesel and other distillate margins also
began to contract last year and continued to fall this year on
still weakening diesel and other distillate demand and heavy
oversupply.  Recovery in oil product demand and capacity
utilization is needed to widen sector oil price differentials
generally, and to boost commercial and industrial demand for
diesel and other distillates.

Nevertheless, although decreased cash flows will pressure credit
metrics during 2009, they are expected to remain within ranges
assumed in current ratings.  TSO believes it can keep annual
capital spending within cash flow during 2009 and 2010.  While
there could be negative free cash flow in individual quarters,
particularly due to seasonal and volatile working capital swings,
TSO has sufficient liquidity to cover any reasonably expected
potential cash shortfalls.

The last rating action for TSO was on February 4, 2008, when
Moody's affirmed TSO's Ba1 CFR, Ba1 PDR, Ba1 (LGD 4; 60%) senior
unsecured note, and moved the senior first secured bank revolver
rating to Baa2 (LGD 2; 12%) from Baa1 (LGD1; 8%) under the Loss
Given Default Methodology.  The rating outlook was moved to stable
from developing.

Tesoro Corporation is headquartered in San Antonio, Texas.


TESORO CORP: S&P Assigns 'BB+' Rating on $300 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'BB+'
issue rating and '3' recovery rating on Tesoro Corp.'s proposed
$300 million senior unsecured notes due 2019.  The '3' recovery
rating indicates S&P's expectation that lenders can expect to
receive meaningful (50% to 70%) recovery in the event of a payment
default.

Proceeds from the notes are expected to provide additional
liquidity for general corporate purposes, capital spending, and
potential debt repayment.  Although this is a leveraging
transaction, S&P believes Tesoro has room in its capital structure
for a transaction of this size.  In addition, the increased
liquidity provides a measure of comfort at a time of uncertain
operating margins and access to capital markets.

                           Ratings List

                           Tesoro Corp.

       Corporate Credit Rating                BB+/Stable/--

                           New Rating

                           Tesoro Corp.

            Senior Unsecured
            US$300 mil. sr nts due 2019           BB+
             Recovery Rating                      3


TEXAS BAY OAKS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Texas Bay Oaks Limited Partnership
           dba The Oaks Apartments
        2030 Union Street, Suite 300
        San Francisco, CA 94123

Bankruptcy Case No.: 09-33520

Chapter 11 Petition Date: June 2, 2009

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

Judge: Stacey G. Jernigan

Debtor's Counsel: David W. Elmquist, Esq.
                  Reed & Elmquist, P.C.
                  604 Water Street
                  Waxahachie, TX 75165
                  Tel: (972) 938-7339
                  Fax: (972) 923-0430
                  Email: delmquist@bcylawyers.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 James Goody.


THOMAS E. MCKINNEY: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Thomas E. McKinney, Jr.
                  aka Tommy McKinney
                  aka East State Equipment Co.
               Shirley R. McKinney
               Post Office Box 418
               Swainsboro, GA 30401

Bankruptcy Case No.: 09-60495

Chapter 11 Petition Date: June 2, 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 5 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/gasb09-60495.pdf

The petition was signed by the Joint Debtors.


TORREYPINES THERAPEUTICS: Board of Directors OKs Liquidation Plan
-----------------------------------------------------------------
TorreyPines Therapeutics, Inc.'s board of directors determined,
after consideration of potential strategic and financing
alternatives, that it is in the best interests of the Company and
its stockholders to liquidate the Company's assets and to dissolve
the Company.

The Company's board has unanimously approved a Plan of Liquidation
and Dissolution of the Company subject to stockholder approval.
The Company intends to hold a special meeting of the stockholders
to seek approval of the Plan of Dissolution.

Although the board of directors has approved the Plan of
Dissolution, the Company continues to seek and will consider any
reasonable alternative strategic or financing proposals presented
to the Company.  The investment firm Merriman Curhan Ford remains
engaged as the Company's financial advisor to assist in the
evaluation of strategic options, including the possible sale of
the Company or its AMPA/kainite receptor antagonist product
candidates.

The Plan of Dissolution contemplates an orderly wind down of the
Company's business and operations.  If the Company's stockholders
approve the Plan of Dissolution, the Company intends to file a
certificate of dissolution, satisfy or resolve its remaining
liabilities and obligations, including any contingent liabilities
and costs associated with the liquidation and dissolution and make
reasonable provisions for unknown or unresolved claims and
liabilities, if any.  After stockholder approval of the Plan of
Dissolution and the filing of the certificate of dissolution, the
Company plans to delist its common stock from the Nasdaq Global
Market.

                      Termination of Agreements

On May 27, 2009, the Company and HCP TPSP, LLC, agree to terminate
a lease agreement between the Company and HCP dated July 18, 2005,
as amended on Dec. 18, 2008, for the lease of the Company's San
Diego, California facility.  Pursuant to the Termination
Agreement, beginning May 27, 2009, the Company's monthly rent
obligation under the Lease Agreement will be reduced to $13,000
from $26,000, plus certain operating costs and taxes, through the
end of the lease term on July 31, 2009.

On May 29, 2009, TPTX, Inc., a subsidiary of the Company, notified
Life Science Research Israel Ltd. that it is terminating the
Research and License Agreement dated as of May 10, 2004, between
TPTX and LSRI effective as of May 31, 2009.  Under the License
Agreement, the Company licensed NGX267 and NGX292, its muscarinic
receptor agonist product candidates that had been in development
for the potential treatment of xerostomia or dry mouth, from LSRI.
Pursuant to the terms of the LSRI Agreement, NGX267 and NGX292
will be returned to LSRI in connection with the termination of the
LSRI Agreement.

                    Changes in Board of Directors

Dr. Jean Deleage and Patrick Van Beneden notified the Company that
they are resigning from the Company's board of directors effective
immediately.  No reason was given for their resignation.

                About TorreyPines Therapeutics, Inc.

La Jolla, California-based TorreyPines Therapeutics, Inc.,
(NASDAQ: TPTX) -- http://www.tptxinc.com/-- is a
biopharmaceutical company committed to providing patients with
better alternatives to existing therapies through the research,
development and commercialization of small molecule compounds.
The Company's goal is to develop versatile product candidates each
capable of treating a number of acute and chronic diseases and
disorders such as migraine, acute and chronic pain, and
xerostomia.  The Company currently has three clinical stage
product candidates: two ionotropic glutamate receptor antagonists
and one muscarinic receptor agonist.

TorreyPines Therapeutics had $6.70 million in total assets,
$4.87 million in total liabilities, and $1.83 million in
stockholders' equity at March 31, 2009.

                           *     *     *

Ernst & Young LLP, the Company's independent registered public
accounting firm, has included an explanatory paragraph in their
report on the Company's 2008 financial statements related to the
uncertainty and substantial doubt of its ability to continue as a
going concern.

The Company received on March 31, 2009, a letter from the Listing
Qualifications Department of the Nasdaq Stock Market notifying the
Company that based on the Company's stockholders' equity as
reported in its Annual Report on Form 10-K for the year ended
December 31, 2008, the Company does not comply with the minimum
stockholders' equity requirement of $10 million for continued
listing on The Nasdaq Global Market as set forth in NASDAQ
Marketplace Rule 4450(a)(3).


TRAVELPORT HOLDINGS: S&P Downgrades Corp. Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on travel distributor Travelport Holdings Ltd., and its
subsidiary Travelport LLC (the operating subsidiary of Travelport
Ltd.), including lowering the long-term corporate credit rating to
'B-' from 'B' on the entities.  The outlook is now stable.

S&P also lowered its issue-level rating on Travelport LLC's
secured notes to 'B' from 'BB-' and revised the recovery rating to
'2' from '1', indicating expectations of substantial (70%-90%)
recovery of principal in the event of a payment default; lowered
the issue-level rating on Travelport LLC's unsecured notes to
'CCC+' from 'B', and revised the recovery rating to '5' from '4',
indicating modest (10%-30%) recovery of principal in the event of
a payment default; and lowered the issue-level ratings on
Travelport LLC's subordinated notes and Travelport Holdings' PIK
loans to 'CCC' from 'CCC+', and affirmed the '6' recovery rating,
indicating negligible (0%-10%) recovery of principal in the event
of a payment default.  These actions are based on S&P's
expectations of continuing pressure on earnings in a weak travel
environment.

"We expect the company's loss to widen in 2009, due to reduced
revenues from weak travel demand and impairment charges taken at
Orbitz (in which the company still holds a 48% stake), but to
recover somewhat in 2010, along with stronger demand," said
Standard & Poor's credit analyst Betsy R. Snyder.  However,
Travelport Holdings' PIK loans, which S&P consolidate into S&P's
ratios, should still constrain the company's credit metrics.

"As a result, S&P expects consolidated debt to EBITDA to remain
more than 8x through 2010, even with a recovery in earnings," she
continued.  If travel demand does not resume in 2010, causing the
company's liquidity to become constrained, S&P could very likely
revise the outlook to negative.  S&P is unlikely to revise the
outlook to positive due to the current weak economic and travel
environment.


TRIBUNE CO: Buena Vista Replaces Vertis in Creditors' Committee
---------------------------------------------------------------
Roberta A. DeAngelis, the acting U.S. Trustee for Region 3, tells
the U.S. Bankruptcy Court for the District of Delaware that
Vertis, Inc., has resigned as member of the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Tribune Company and
its debtor-affiliates.  As replacement, Ms. DeAngelis appointed
Buena Vista Television as member to the Committee.

Buena Vista's address is at:

  500 South Buena Vista Street
  Burbank, CA 91521
  Tel: (818) 460-6660
  Fax: (818) 460-5986
  Attn: Gabrielle Davis

The Creditors' Committee is now composed of:

  * JPMorgan Chase Bank, N.A.,
  * Merrill Lynch Capital Corporation,
  * Deutsche Bank Trust Company Americas,
  * Warner Bros. Television,
  * William Niese,
  * Pension Benefit Guaranty Corporation
  * Washington-Baltimore Newspaper Guild,
  * Wilmington Trust Company, and
  * Buena Vista Television.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Gets Court Okay to Sell Westline to Summit for $6.05MM
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Tribune Company and its debtor-affiliates to enter into a direct
lease with Mosby, Inc., and sell their Westline Property to Summit
Westline Investors, LLC, for $6,050,000.

Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, before the entry of the
order, said that no sale objections were received.

As reported by the Troubled Company Reporter on May 19, 2009, the
Debtors related that Mosby, Inc., is the current sub-lessee for a
parcel of real property commonly known as 11830 Westline
Industrial Drive in Maryland Heights, Missouri.  Tribune Company
began marketing the Westline Property in February 2008 and has
negotiated and executed a sale agreement with Summit Westline
Investors, LLC.  Summit Westline initially offered $8,100,000 for
the Property but reduced the purchase price due to lost rental
income stream of approximately $250,000 per month due to the delay
of the original closing scheduled for December 2008, which has now
been extended through early June 2009.  The Debtors withdrew its
prior motion to sell the Westline Property due to disputes with
Summit Westline regarding the purchase price amount.

Pursuant to the Amended Agreement, Summit Westline will purchase
the Westline Property for $6,050,000, paid in full in cash at
closing, subject to prorations and adjustments.  A full-text copy
of the Amended Agreement is available for free at:

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

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Sidley Austin Bills $1.3MM for April Services
---------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code,
bankruptcy professionals hired in Tribune Company and its debtor-
affiliates' bankruptcy cases filed interim fee applications:

A. Debtors' Professionals

   Professional               Period          Fees     Expenses
   ------------               ------          ----     --------
   Lazard Freres & Co. LLC   03/01/09-
                             03/31/09        $200,000    $5,312

   Cole, Schotz, Meisel,     03/01/09-
   Forman & Leonard, P.A.    03/31/09          93,216     4,754

   Sidley Austin LLP         04/01/09-
                             04/30/09       1,307,790    30,322

   Cole, Schotz, Meisel,     04/01/09-
   Forman & Leonard, P.A.    04/30/09          85,538     9,310

   Jones Day                 12/08/08-
                             03/31/09          30,885       459

The Debtors said no objections were received as to these
professionals' monthly fee applications; thus, in accordance with
the Interim Compensation Order entered by U.S. Bankruptcy Court
for the District of Delaware, these firms may be paid:

   Professional               Period          Fees     Expenses
   ------------               ------          ----     --------
   Jenner Block LLP          03/01/09-
                             03/31/09        $179,873    $3,549

   Alvarez & Marsal          03/01/09-
   North America, LLC        03/31/09       1,035,407    10,403

   Lazard Freres & Co. LLC   02/01/09-
                             02/28/09         160,000     5,810

   Reed Smith LLP            03/01/09-
                             03/31/09           9,814       117

B. Official Committee of Unsecured Creditors' Professionals

   Professional               Period          Fees     Expenses
   ------------               ------          ----     --------
   AlixPartners, LLP         04/01/09-
                             04/30/09        $635,338   $12,081

   Chadbourne & Parke LLP    04/01/09-
                             04/30/09         515,864     8,352

   Landis Rath & Cobb LLP    04/01/09-
                             04/30/09          77,223     5,627

Chadbourne & Parke serves as co-counsel to the Committee.
AlixPartners is the Committee's financial advisor.  Landis Rath is
the co-counsel to the Committee.

The Creditors' Committee said it received no objections to the fee
applications submitted by these professionals; thus these
professionals will be paid:

   Professional               Period          Fees     Expenses
   ------------               ------          ----     --------
   Chadbourne & Parke LLP    03/01/09-
                             03/31/09        $530,855   $12,315

   AlixPartners, LLP         03/01/09-
                             03/31/09         330,363     3,978

   Moelis & Company LLC      03/01/09-
                             03/31/09         160,000    11,052

   Landis Rath & Cobb LLP    03/01/09-
                             03/31/09          22,385     1,585

   Committee Members         03/01/09-              -     1,242
                             03/31/09

                 Four Key Executives Get Promoted

On May 19, 2009, Tribune Company said that its Board of Directors
approved the promotions of several key executives within the
company effective immediately:

   * Steve Gable becomes EVP/Chief Technology Officer;

   * David Eldersveld is promoted to SVP/Deputy Counsel &
     Corporate Secretary;

   * Dan Kazan is elevated to SVP/Development; and

   * Naomi Sachs becomes SVP/Strategy.

"Steve, Dave, Dan and Naomi are important players within the
company and are an important part of Tribune's leadership team of
the future," said Gerry Spector, Tribune EVP/Chief Administration
Officer.  "They are team players and are helping to drive
essential change throughout Tribune -- change that makes us more
innovative, more responsive to our customers and more efficient."

Mr. Gable has served as SVP/Chief Technology Officer since joining
Tribune last year and is responsible for overseeing all of the
company's technology efforts.  Mr. Gable has led a complete
reorganization of Tribune's technology systems and personnel,
helping the company realize significant expense savings.

Mr. Eldersveld was promoted to VP/Deputy General Counsel &
Corporate Secretary last year, after serving as Tribune's senior
counsel/mergers and acquisitions since 2005.  Mr. Kazan, who
joined Tribune in 1998 as counsel for mergers and acquisitions,
was named VP/Development in 2005.  Ms. Sachs served as director of
investments in Tribune's finance department beginning in 2005 and
was promoted to VP/Strategy last year.  All three are deeply
involved in the company's restructuring process.

"It's impossible to over-emphasize the hard work and long hours
that Dave, Dan and Naomi have put in since our Chapter 11 filing
in December," said Don Liebentritt, Tribune's EVP/General Counsel.
"They are strategic thinkers who are talented, creative, and
thoroughly dedicated to the long-term success of Tribune."

Tribune's publishing division also announced the promotion of
Vince Casanova to SVP/Circulation, effective immediately.  Mr.
Casanova has served as VP/Circulation since 2005, and has overseen
a number of innovative printing and production changes at the
company's newspapers that have increased efficiency, expanded
capacity and generated significant new revenue.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Opposes Warren Beatty's Move to Dismiss Lawsuit
-----------------------------------------------------------
As reported by the Troubled Company Reporter on May 19, 2009,
Warren Beatty asked the U.S. Bankruptcy Court for the District of
Delaware to dismiss Tribune Media Services, Inc.'s adversary
complaint against him for improper venue and lack of personal
jurisdiction.  On November 18, 2008, Tribune purported to effect a
reversion of the Dick Tracy Rights by mailing a certified letter
to Mr. Beatty.  Believing Tribune's purported reversion to be
completely specious, Mr. Beatty filed his complaint for
declaratory relief for jury trial before the U.S. District Court
for the District of California.  Tribune was required to move the
California complaint to the Delaware Bankruptcy Court where
Tribune's bankruptcy case is pending.  According to Mr. Beatty's
counsel, Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in Wilmington, Delaware, under the "first-filed" rule,
when two cases of concurrent federal jurisdiction are pending,
deference is given to proceeding with the action that was filed
first, absent unusual circumstances.  In addition, Mr. Galardi
asserts, the Bankruptcy Court Complaint should be dismissed
because there is no federal statue authorizing nationwide service
of process in bankruptcy cases, and Tribune has failed to plead
facts on which the Court could find that Mr. Beatty has minimum
contacts with the State of Delaware.

Warren Beatty's claim that venue is improper and that his "first-
filed" California lawsuit should have priority over the adversary
proceeding commenced by Debtor Tribune Media Services relies upon
inapposite precedent and ignores both the nature of the Debtors'
complaint, argues Bryan Krakauer, Esq., at Sidley Austin, LLP, in
Chicago, Illinois.

According to Mr. Krakauer, by virtue of the automatic stay, the
animating purpose behind the discretionary "first-filed" policy
-- avoiding duplication of effort by courts with concurrent
jurisdiction and the potential for inconsistent judgments -- does
not apply.  Moreover, Mr. Krakauer relates that Rule 7004 of the
Federal Rules of Bankruptcy Procedure specifically provides for
nationwide service of process and personal jurisdiction over
properly served defendants.  As a result, he asserts, it is Mr.
Beatty's contacts with the United States, not Delaware, that are
relevant to whether the exercise of personal jurisdiction over him
is consistent with due process.

Thus, Tribune Media asks the Court to deny Mr. Beatty's Motion to
Dismiss.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: 11 Creditors Transfer Claims to ASM & Riverside
-----------------------------------------------------------
In separate notices, 11 creditors of Tribune Company and its
debtor-affiliates inform the U.S. Bankruptcy Court for the
District of Delaware that they transferred each of their claims
against the Debtors:

  (a) ASM Capital III, L.P.:

      Transferor                                Claim Amount
      ----------                                ------------
      Prism Retail Services                          $27,705
      Salem Media of Oregon                           17,680
      Busch LLC                                       15,494
      Joe Quasarano                                   11,414
      NEP Supershooters LP                            10,253
      James T. Shea, Jr.                               6,677
      Eastlake Studio                                  3,900

  (b) Riverside Claims, LLC:

      Transferor                                Claim Amount
      ----------                                ------------
      Worldnet International Couriers, Inc.          $10,196
      Western Office Interiors, Inc.                   9,069
      Stillwater Technologies, Inc.                    8,963
      H T Lyons Inc.                                   7,704

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRUMP ENTERTAINMENT: Terminates Agreement on Trump Marina Sale
--------------------------------------------------------------
The sale of the Trump Marina Hotel Casino to Coastal Marina LLC
won't push through.  "We are disappointed with Trump Entertainment
Resort, Inc.'s decision today to terminate our Agreement to
acquire the TrumpMarina Hotel and Casino," Coastal Marina said in
an emailed statement, the Wall Street Journal reports.  Coastal
Marina said it received a letter from Trump Entertainment to
terminate the $270 million sale.

"It had been our hope to continue a dialogue with Trump
Entertainment about modifying the agreement to reflect current
economic realities but regrettably they chose instead to terminate
the Agreement," the statement said.  "We remain committed to
Atlantic City as the perfect market for a Margaritaville project."

A Trump spokesman confirmed that Trump Entertainment sent a letter
calling off the deal because the financing wasn't in place.  The
company spokesman also said Coastal Marina had sent Trump
Entertainment a letter threatening a possible lawsuit shortly
before that correspondence was delivered.

A representative of Coastal Marina wasn't immediately available to
comment on the litigation threat.

Wall Street had been increasingly skeptical that Trump
Entertainment would actually close on the sale with Coastal
Marina, slated by the end of May, given that there's no obvious
financing for the venture at a time of a crippling credit crunch
and Trump's third bankruptcy filing in February, according to the
WSJ report.

Last week, Coastal Marina said while the deal hadn't been sealed
by the set deadline, ongoing discussions with Trump would
continue.

Coastal Marina is an affiliate of Coastal Development LLC, a New
York-based company specializing in financing and developing resort
destinations, luxury hotels and gaming facilities.  It had planned
to re-brand Trump Marina as Margaritaville, a brand run by singer
Jimmy Buffett that includes shops and cafes.

As reported in the Troubled Company Reporter on May 29, 2009,
Trump Entertainment Resorts Holdings L.P. CEO Mark Juliano said
that the sale of Trump Marina to Coastal Marina LLC didn't close
on May 28 due to the harsh credit conditions.  "We're still
working on finalizing the details. . . .  It will close when the
credit markets improve a bit," Reuters quoted Mr. Juliano as
saying.

As reported by the Troubled Company Reporter on February 20, 2009,
Trump Marina Associates, LLC, entered into an Asset Purchase
Agreement to sell Trump Marina to Coastal Marina, LLC, an
affiliate of Coastal Development, LLC, on May 28, 2008.  On
October 28, 2008, the parties entered into an amendment to the APA
to modify certain terms and conditions of the APA.

According to Reuters, Coastal Marina planned to revamp Trump
Marina under the Margaritaville name and offered $316 million for
the property, but later lowered the bid to $270 million.

Reuters states that Trump Marina reserves the right to terminate
the parties' agreement.  Citing Mr. Juliano, Reuters says that the
agreement was reached under very different economic circumstances.
The report quoted Mr. Juliano as saying, "I don't think it was
they couldn't find the financing. It was that it was too
expensive."  According to the report, Mr. Juliano said that the
sale would be a "deleveraging event" for Trump Entertainment and
would reduce its dependence on Atlantic City.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.


UNIGENE LABORATORIES: Taps $5MM From Victory Credit Deal
--------------------------------------------------------
Unigene Laboratories, Inc., drew down the remaining $5,000,000
under its existing financing agreement with Victory Park
Management, LLC.  In connection with the closing, about 375,000
shares of Unigene common stock were issued to Victory Park.

"We believe that this is an opportune time to draw down the
remaining $5,000,000 from Victory Park as we continue to advance
our internal programs, including finalizing preparations for our
Phase III oral calcitonin clinical trial and negotiations to
engage a partner to assume financial responsibility for the
program," Dr. Warren P. Levy, president and CEO of Unigene.  "We
are grateful for the continuing support of our largest
stockholder."

A full-text copy of the form of the Senior Secured Term Note is
available for free at http://ResearchArchives.com/t/s?3d8b

Based in Fairfield, New Jersey, Unigene Laboratories Inc. (OTC
BB:UGNE) -- http://www.unigene.com/-- is a biopharmaceutical
company focusing on the oral and nasal delivery of large-market
peptide drugs.  Due to the size of the worldwide osteoporosis
market, Unigene is targeting its initial efforts on developing
calcitonin and PTH-based therapies.

Fortical(R), Unigene's nasal calcitonin product for the treatment
of postmenopausal osteoporosis, received FDA approval and was
launched in August 2005.  Unigene has licensed the U.S. rights for
Fortical to Upsher-Smith   Laboratories, worldwide rights for its
oral PTH technology to GlaxoSmithKline and worldwide rights for
its calcitonin manufacturing technology to Novartis.

                        Going Concern Doubt

Grant Thornton, in Edison, New Jersey, expressed substantial doubt
about Unigene Laboratories Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's recurring losses from operations and accumulated
deficit.

As of September 30, 2008, the company's balance sheet showed total
assets of $31,733,398 and total liabilities of $48,489,743,
resulting in total stockholders' deficit of $16,756,345.


UNITED RENTALS: Fitch Downgrades Issuer Default Rating to 'B+'
--------------------------------------------------------------
Fitch Ratings has downgraded the Long-term Issuer Default Rating
for United Rentals (North America), Inc., to 'B+' from 'BB-' and
downgraded the parent company United Rentals Inc.'s Long-term IDR
to 'B' from 'B+'.  The Rating Outlook is Negative.  Approximately
$3.2 billion of debt is affected by this rating action.

Fitch has downgraded:

United Rentals, Inc.

  -- Long-Term Issuer Default Rating (IDR) to 'B' from 'B+'.

United Rentals (North America), Inc.

  -- Long-Term IDR to 'B+' from 'BB-';
  -- Senior Secured Credit Facility to 'BB-' from 'BB';
  -- Senior Unsecured debt to 'B+' from 'BB-';
  -- Subordinated debt to 'B' from 'B+'.

The ratings downgrade recognizes that URNA's financial profile has
weakened significantly due to a larger than anticipated decline in
the company's operating performance and EBITDA over the past year.
Near-term pressure to further reduce the overall scale of the
operation and the size of the rental equipment portfolio to
maintain positive free cashflow has grown significantly.  Fitch
notes the company has a limited amount of additional flexibility
to further reduce planned near-term equipment-related expenses
should EBITDA decline further.

Fitch does not anticipate any near-term liquidity pressure to
arise as debt amortization payments are minimal and the bulk of
URNA's debt maturities extends beyond 2011.  Headroom under debt
covenants, which on March 31, 2009, included a minimum fixed
charge coverage ratio of 1.1 times (x) and senior debt leverage
ratio of 1.75x remains adequate.  Fixed charge coverage and
leverage equaled 2.59x and 0.95, respectively, on March 31, 2009.
A significant deterioration in either measure would likely result
in a rating downgrade.

Fitch views the company's ability to access the capital markets to
raise $300 million of senior unsecured debt positively, provided
the proceeds are used to repay or repurchase existing senior debt.

The Negative Outlook reflects Fitch's expectation that URNA's
near-term operating performance and metrics will remain weak and
pressured until North American construction and industrial
activity recover and begin to generate stronger demand for rental
equipment.  Fitch notes that further weakening of the company's
overall financial profile would likely cause additional downward
pressure on ratings.  Furthermore, widening of the current
notching of ratings may occur should recovery prospects for
unsecured senior or subordinated debt weaken as a result of a
decline in the size or value of the unencumbered equipment
portfolio available to repay unsecured debt.


UNITED RENTALS: Moody's Affirms Corporate Family Ratings at 'B2'
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of United Rentals
(North America), Inc. -- Corporate Family and Probability of
Default Ratings at B2.  The speculative grade liquidity rating
remains at SGL-3.  The outlook is negative.  In a related action
Moody's assigned a B2 rating to the proposed $300 million senior
unsecured notes due 2016 being issued by United Rentals (North
America), Inc.

URI's B2 Corporate Family Rating reflects the company's position
as the world's largest equipment rental company.  The company's
geographic diversification and broad array of equipment for rent
enable it to partially offset the significant construction
downturn in its markets, particularly Florida, the mid-Western
region, and California.  URI is improving its cost structure by
reducing headcount, closing stores, and streamlining purchasing
operations to address the decline in rental rates and utilization
due to the contraction in domestic non-residential construction,
the main driver of the company's business.  The company is also
shifting towards longer term rentals, reducing capital
expenditures, and selling underutilized equipment in the secondary
market to better align the business with current operating
conditions.  Fleet contraction during a downturn is an important
avenue of financial flexibility for equipment rental companies and
ratings anticipate that URI will apply free cash flow from
equipment sales to reduce debt.  The ratings also incorporate
Moody's expectation that URI will be successful in accessing the
capital markets under the terms and for the amounts as announced
to support its liquidity position.

URI announced that it is offering approximately $300 million
aggregate principal amount of senior unsecured notes.  The company
plans to use the proceeds from the offering to purchase or retire
outstanding senior indebtedness, pay down outstanding borrowings
under the senior secured asset-backed revolving credit facility
and provide funds for other general corporate purposes.  The
proposed debt issuance is addressing the company's debt maturity
profile and is supportive of the company's liquidity.  Moody's
believes that URI's access to the capital markets, the expectation
of free cash flow generation over the near term and revolving
credit facility availability are important offsets to the current
weak credit metrics.

The negative outlook reflects Moody's belief that URI's financial
performance will continue to be hindered by its leveraged capital
structure and weak demand for rental equipment that is expected
through mid-2010.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating affirmed at B2;

  -- Probability of Default Rating affirmed at B2;

  -- $1.285 billion senior secured revolving credit facility due
     2013 affirmed at Ba1 (LGD2, 15%);

  -- $958 million senior unsecured notes due 2012 affirmed at B2,
     but its loss given default assessment is changed to (LGD3,
     45%) from (LGD3, 44%);

  -- Proposed $300 million senior unsecured notes due 2016,
     ranking pari passu with the existing unsecured notes due
     2012, assigned B2 (LGD3, 45%);

  -- $521 million senior subordinated notes due 2013 affirmed at
     Caa1 (LGD5, 77%);

  -- $269 million senior subordinated notes due 2014 affirmed at
     Caa1 (LGD5, 77%); and,

  -- $144 million convertible senior subordinated notes due 2023
     affirmed at Caa1 (LGD5, 77%).

The company's speculative grade liquidity rating of SGL-3 is
unchanged.

United Rentals Trust I:

  -- $146 million Quarterly Income Preferred Shares due 2028
     affirmed at Caa1 (LGD6, 94%).

The last rating action was on January 21, 2009, at which time
Moody's lowered URI's corporate family rating to B2.

United Rentals, Inc., headquartered in Greenwich, Connecticut, is
a holding company that conducts its operations through United
Rentals (North America), Inc., and its subsidiaries.  URI is the
world's largest equipment rental company operating approximately
618 rental locations throughout the United States, Canada and
Mexico.  The company maintains over 2,800 classes of rental
equipment having an original equipment cost of $4.0 billion.
Revenues for the latest twelve months through March 31, 2009,
totaled approximately $3.1 billion.


UNITED RENTALS: S&P Assigns 'B' Rating on $300 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' issue-level
rating to United Rentals (North America) Inc.'s (a subsidiary of
United Rentals Inc.) proposed new $300 million senior unsecured
notes due 2016, the same as the corporate credit rating on United
Rentals (North America) Inc. and URI.  The recovery rating on this
debt is '4', indicating S&P's expectation of meaningful (30%-50%)
recovery in the event of a default scenario.  S&P expects the
company to use the proceeds from the new notes to prepay certain
term loan amounts, pay down its asset-backed revolving credit
facility, and for general corporate purposes.

"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 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 rating 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 upgrade the rating at this point in the
cycle.

                           Ratings List

                       United Rentals Inc.
               United Rentals (North America) Inc.

      Corp. credit rating                      B/Negative/--

                       New Ratings Assigned

     Proposed new $300 million sr. unsecd nts due 2016     B
      Recovery rating                                      4


UTGR INC: S&P Withdraws 'D' Corp. Rating at Company's Request
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on UTGR
Inc. per the company's request.

                          Ratings List

                            Withdrawn

                            UTGR Inc.

                                      To       From
                                      --       ----
           Corporate Credit Rating    NR       D/--/--
           Secured First Lien         NR       CCC
             Recovery Rating          NR       2
           Secured Second Lien        NR       D
             Recovery Rating          NR       6


VISTEON CORP: Seeks to Hire Rothschild as Financial Advisor
-----------------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Visteon Corporation and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Rothschild Inc., as their investment banker and financial advisor.
The Debtors have selected Rothschild because of the firm's
extensive experience and excellent reputation in providing high
quality investment banking services to debtors and creditors in
bankruptcy reorganizations and other restructuring.  Moreover, the
Debtors note, as a result of the prepetition work performed by
Rothschild, it acquired significant knowledge of their businesses
and is now intimately familiar with their financial affairs, debt
structure, operations, and related matters.

A full-text copy of Rothschild's Engagement Letter is available
for free at :

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

As investment banker and financial advisor to the Debtors,
Rothschild will:

  (1) identify or initiate potential transactions;

  (2) review and analyze the Debtors' assets and liabilities and
      the operating and financial strategies of the Debtors;

  (3) review and analyze the business plans and financial
      projections prepared by the Debtors including, but not
      limited to, testing assumptions and comparing those
      assumptions to historical Debtor and industry trends;

  (4) evaluate the Debtors' debt capacity in light of its
      projected cash flows and assist in the determination of an
      appropriate capital structure for the Debtors;

  (5) assist the Debtors and its other professionals in
      reviewing the terms of any proposed Transactions, and if
      directed, in evaluating alternative proposals for a
      Transaction;

  (6) determine a range of values for the Debtors and any
      securities that the Debtors offer or propose to offer in
      connection with a Transaction;

  (7) advise the Debtors on the risks and benefits of
      considering a Transaction, with respect to the Debtors'
      intermediate and long-term business prospects and
      strategic alternatives to maximize the business enterprise
      value of the Debtors;

  (8) review and analyze any proposals the Debtors receive from
      third parties in connection with a Transaction, including,
      without limitation, any proposals for debtor-in-possession
      financing, as appropriate;

  (9) assist or participate in negotiations with the parties-in-
      interest, including, without limitation, any current or
      prospective creditors of, holders of equity in, or
      claimants against the Debtors or their representatives in
      connection with a Transaction;

(10) advise the Debtors with respect to, and attend, meetings
      of the Debtors' board of directors, creditor groups,
      official constituencies and other interested parties, as
      necessary;

(11) if requested by the Debtors, participate in hearings
      before the Court and provide relevant testimony with
      respect to various matters and issues arising in
      connection with any proposed plan of reorganization; and

(12) render other financial advisory and investment banking
      services as may be agreed upon by Rothschild and the
      Debtors.

The Debtors propose to pay Rothschild pursuant to this fee
structure:

  * A $500,000 Retainer, which was paid to Rothschild in
    connection with the execution of the Engagement Letter.

  * A Monthly Fee for $250,000

  * A $13,000,000 Completion Fee, payable in cash on the earlier
    of (i) the confirmation and effectiveness of a plan of
    reorganization; or (ii) the closing of another Transaction.

  * A New Capital Fee, which is equal to:

     (1) 1.0% of any face amount of any senior secured debt
         raised including, without limitation, any debtor-in-
         possession financing raised;

     (2) 2.5% of the face amount of any junior secured debt
         raised;

     (3) 3.5% of the face amount of any unsecured debt raised;

     (4) 5.0% of any equity raised; and

     (5) for any hybrid capital raised, an amount to be
         determined in good faith consistent with the fee scale
         and based on the debt or equity components of that
         hybrid capital.

  * Merger & Acquisition Fee equal to an amount based on
    aggregate consideration:

            Aggregate                  M&A Fee
          Consideration               Percentage
          -------------               ----------
           $100,000,000                 1.75%
            200,000,000                 1.50%
            300,000,000                 1.25%
            400,000,000                 1.00%
            500,000,000                 0.90%
            600,000,000                 0.85%
            700,000,000                 0.80%
            800,000,000                 0.77%
            900,000,000                 0.74%
          1,000,000,000                 0.70%
          1,100,000,000                 0.67%
          1,200,000,000                 0.63%
          1,300,000,000                 0.60%
          1,400,000,000                 0.57%
          1,500,000,000+                0.55%

  * Credit.  Rothschild will credit against the Completion Fee:

     (a) 50% of the Monthly Fees earned for July 2009 through
         December 2009 and paid to Rothschild;

     (b) 50% of the portion, if any, of a New Capital Fee earned
         and paid on account of a New Capital Raise raised only
         to refinance existing borrowed-money indebtedness of
         the Debtors and 30% of any other New Capital Fees paid;

     (c) 50% of any M&A Fees paid; and

     (d) to the extent not otherwise applied against the fees
         and expenses of Rothschild under the terms of the
         Engagement Letter, the Retainer; provided that the sum
         of the Monthly Fee Credit, New Capital Fee Credit, and
         M&A Fee Credit will not exceed the Completion Fee.

  * Miscellaneous.  In the event the Debtors enter into a
    transaction that constitutes one or more of a Transaction,
    M&A Transaction, and New Capital Raise, Rothschild will be
    entitled to one transaction-based fee which fee will be the
    highest of the Completion Fee and the New Capital Fee, as
    applicable.

In addition to professional fees, the Debtors also seek to
reimburse Rothschild for all out-of-pocket expenses reasonably
incurred by the firm in connection with the matters contemplated
in the Engagement Letter, including reasonable fees,
disbursements, and charges of the firm's counsel.

Moreover, the Debtors propose to indemnify, hold harmless, and
defend Rothschild and its affiliates, other professional
advisors, and its directors, officers, controlling persons,
agents and employees under certain circumstances.  A full-text
copy of the Indemnification Agreement is available for free at:

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

William G. Quigley, III, chief financial officer and executive
vice president of Visteon Corporation, relates that prior to the
Petition Date, the Debtors have paid Rothschild $1,419,354 for
fees and $88,237 for reimbursement of expenses.  As of the
Petition Date, Rothschild do not hold a prepetition claim against
the Debtors for services rendered and holds $500,000 on account
of the Retainer and $10,000 on account of advanced expense
reimbursement, Mr. Quigley further discloses.

Todd R. Snyder, managing director of Rothschild Inc., assures the
Court that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code, as required by
Section 327(a) 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: Can Tap Kurtzman Carson as Notice & Claims Agent
--------------------------------------------------------------
Visteon Corporation and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Kurtzman Carson Consultants LLC as their
notice, claims, and solicitation agent effective as of their
Petition Date.

Although the office of the Clerk of the U.S. Bankruptcy Court for
the District of Delaware ordinarily would serve notices on the
Debtors' creditors and other parties-in-interest and administer
claims against the Debtors, the Clerk's Office may not have the
resources to undertake those tasks, specially in light of the
magnitude of the Debtors' creditor body and the tight timelines
that frequency arise in Chapter 11 cases, the Debtors assert.

According to Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, proposed attorney for the
Debtors, the Debtors have selected KCC because of its efficient
and cost-effective methods to handle properly the voluminous
mailings associated with the noticing, claims processing and
balloting of chapter 11 cases to ensure the orderly and fair
treatment of creditors, equity security holders, and all parties-
in-interest.

As notice, claim and balloting agent to the Debtors, KCC will:

  (a) prepare and serve required notices, including:

       (i) a notice of commencement of the Debtors' Chapter 11
           cases and the initial meeting of creditors under
           Section 341(a) of the Bankruptcy Code;

      (ii) a notice of the claims bar date;

     (iii) notices of objections to claims and objections to
           transfers of claims;

      (iv) notices of hearings on motions filed by the Office of
           the U.S. Trustee for the District of Delaware;

       (v) notices of transfers of claims;

      (vi) notices of any hearings on a disclosure statement and
           confirmation of the Debtors' plan or plans of
           reorganization; and

     (vii) other miscellaneous notices as the Debtors or Court
           may deem necessary or appropriate for an orderly
           administration of the Chapter 11 cases.

  (b) within seven days after the mailing of a particular
      notice, file with the Court a copy of the notice served
      with a certificate of service attached indicating the name
      and complete address of each party served;

  (c) receive, examine, and maintain copies of all proofs of
      claim and proofs of interest filed;

  (d) maintain official claims registers by docketing all proofs
      of claim and proofs of interest in a claims database that
      includes these information:

        (i) the name and address of the claimant or interest
            holder and any agent, if the proof of claim or proof
            of interest was filed by an agent;

       (ii) the date the proof of claim or proof of interest was
            received by KCC or the Court;

      (iii) the claim number assigned to the proof of claim or
            proof of interest;

       (iv) the asserted amount and classification of the claim;
            and

        (v) the applicable Debtor against which the claim or
            interest is asserted.

  (e) record all transfers of claims pursuant to Rule 3001(e) of
      the Federal Rules of Bankruptcy Procedure;

  (f) revise the creditor matrix after the objection period
      expires;

  (g) record any order entered by the Court which may affect a
      claim by making a notation on the claims register;

  (h) monitor the Court's docket for any claims related pleading
      filed and make necessary notations on the claims register;

  (i) maintain a separate claims register for each debtor if the
      Chapter 11 cases are jointly administered;

  (j) file a quarterly updated claims register with the Court in
      alphabetical and numerical order.  If there was no claims
      activity, a certification of no claims activity maybe
      filed;

  (k) maintain an up-to-date mailing list of all creditors and
      all entities who have filed proofs of claim or proofs of
      interest for notices in the case and provide that list to
      the Court or any interested party upon request;

  (l) provide access to the public for examination of claims and
      the claims register at no charge;

  (m) forward all claims, an updated claims register, and an
      updated mailing list to the Court within 30 days of entry
      of a final decree.  The claims register and mailing list
      will be provided in both paper and on disc and in
      alphabetical and numerical order;

  (n) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

  (o) comply with applicable federal, state, municipal, and
      local statutes, ordinances, rules, regulations, orders,
      and other requirements;

  (p) provide temporary employees to process claims as
      necessary;

  (q) promptly comply with the further conditions and
      requirements as the Clerk's Office or the Court may at any
      time prescribe;

  (r) provide other claims processing, noticing, and related
      administrative services as may be requested from time to
      time by the Debtors.

In addition, KCC will:

  -- maintain and update the master mailing lists of creditors;
  -- to the extent necessary, gather data in conjunction with
     the preparation of the Debtors' schedules of assets and
     liabilities and statements of financial affairs;

  -- track and administer claims;

  -- operate a call center to answer questions related to the
     Debtors' Chapter 11 cases; and

  -- perform other administrative tasks pertaining to the
     administration of the Chapter 11 cases.

The Debtors tell the Court the fees and expenses incurred by KCC
are administrative in nature and therefore, should not be subject
to the standard fee application procedures for professionals.
The Debtors will pay for KCC's services pursuant to the firm's
customary hourly rates:

    Professional                         Rate/Hour
    ------------                         ---------
    Clerical                             $45-$65
    Project Specialist                   $80-$140
    Consultant                           $165-$245
    Senior Consultant                    $255-$275
    Senior Managing Consultant           $295-$325
    Technology/Programming Consultant    $145-$195
    Weekend, holidays and overtime       Waived

Michael J. Frishberg, vice president of Corporate Restructuring
of Kurtzman Carson Consultants LLC, assures the Court that his
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                       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: Gets Interim Court OK to Pay Suppliers $15.4 Million
------------------------------------------------------------------
Preserving and enhancing Visteon Corporation and its debtor-
affiliates' enterprise value requires the Debtors to continue
manufacturing parts for the Original Equipment Manufacturers.  To
do so, the Debtors must maintain the automotive industry supply
chain, Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Wilmington, Delaware, proposed attorney for the Debtors,
tells the U.S. Bankruptcy Court for the District of Delaware.

According to Ms. Jones, as a Tier 1 automotive supplier, the
Debtors rely heavily on their downstream vendors.  In this light,
missed or late deliveries from their suppliers jeopardize the
Debtors' ability to manufacture their parts for the OEMs and
could endanger the Debtors' reorganization prospects.  Ms. Jones
asserts that it is crucial for the Debtors to maintain the supply
chain to enable them to maximize the value of their Chapter 11
cases.

To identify those suppliers who are crucial to their operations,
the Debtors engaged in a thorough analysis of their supplier
relationships with each of their approximately 2,585 production
and non-production vendors.  The Debtors and their advisors
determine whether:

  (a) a vendor is a sole-source supplier who provides a part or
      material that no other supplier can provide;

  (b) the design, testing, and verification process effectively
      prevents the Debtors from re-sourcing the part or material
      within a reasonable timeframe; and

  (c) the customer has required that the Debtors utilize a
      particular vendor for a part or material.

As a result of their analysis, the Debtors have identified three
separate categories of Critical Suppliers who are crucial to
their business and who have prepetition claims:

  1. Critical Free Agents.  Suppliers without contracts, who
     likely would not continue their business with the Debtors
     postpetition or who would attempt to extract onerous terms
     absent payment of their prepetition claims.

  2. Distressed Suppliers.  Suppliers whose financial condition
     is so distressed that payments are necessary to avoid
     severe disruption of the Debtors' supply chain.

  3. Contract Counterparties.  Suppliers who, although covered
     by an executory contract, have refused to ship their parts
     or materials postpetition if their prepetition balances are
     not paid.

The Debtors propose these procedures for payments to Contract
Counterparties:

  (i) In the event the Debtors make a provisional payment to a
      Contract Counterparty, the Debtors may file a Notice of
      Provisional Payment and proposed order to show cause with
      the Court within three business days of payment to that
      Contract Counterparty.

(ii) If the Debtors file a Show Cause Order, then the Debtors
      propose that at the first regularly scheduled hearing
      occurring at least five business days following entry of
      the Show Cause Order by the Court, the Contract
      Counterparty will be required to appear before the Court
      and explain how that Contract Counterparty did not violate
      the automatic stay.

(iii) Should the Court determine that by its conduct, the
      Contract Counterparty violated that automatic stay, the
      Debtors ask the Court to (a) require the Contract
      Counterparty to disgorge the payments made by the Debtors
      on account of any prepetition claim, plus attorneys' fees
      and interest accrued on that amount at the federal
      judgment rate or that other higher rate as the Court
      specifies, within three business days of entry of an order
      holding that Contract Counterparty in violation, or (b)
      authorize the Debtors to setoff the amount of the payments
      made by the Debtors on account of any prepetition claim
      against any future payments to be paid to that Contract
      Counterparty.

The Debtors relate that they intend to protect their supply chain
by adopting a carefully formulated approach to paying the
prepetition claims of Critical Suppliers.

The Debtors thus seek the Court's authority to pay up to
$33,900,000 in Critical Suppliers' prepetition claims.  They seek
permission to pay $15,400,000 of the prepetition claim amount, on
an interim basis, and the remaining balance, on a final basis.

The Debtors propose to condition the payments of Critical
Suppliers upon the agreement of the Critical Suppliers to
continue supplying goods and services to the Debtors postpetition
on normal customary trade terms, practices, and programs that
were most favorable to the Debtors and that were in effect within
120 days before the Petition Date.

The Debtors intend to send to each Critical Supplier seeking
prepetition claim payment a letter agreement, which sets forth
the customary trade terms which include:

  (1) The amount of that Critical Supplier's estimated
      prepetition claims, accounting for any setoffs, other
      credits, and discounts;

  (2) The Critical Supplier's agreement to continue supplying
      goods and services to the Debtors postpetition on
      Customary Trade Terms;

  (3) The Critical Supplier's agreement that the Debtors'
      standard terms and conditions govern their postpetition
      commercial trade relationship;

  (4) The Critical Supplier's agreement not to file or otherwise
      assert against any of the Debtors or their estates any
      lien, regardless of the statute or other legal authority
      upon which that lien is asserted, related in any way to
      any remaining prepetition amounts allegedly owed to the
      Critical Supplier by the Debtors arising from agreements
      entered into prior to the Petition Date and, to the
      extent the Critical Supplier has previously obtained that
      lien, the Critical Supplier's agreement to take all
      necessary actions to remove that lien as promptly as
      possible;

  (5) The Critical Supplier's agreement to release to the
      Debtors, goods or other assets of the Debtors in the
      Critical Supplier's possession and confirmation that the
      Critical Supplier has no lien on any production tooling
      based on the Debtors' failure to pay prepetition amounts
      allegedly owed to the Critical Supplier by the Debtors;

  (6) The Critical Supplier's acknowledgement that it has
      reviewed the terms and provisions of the final order and
      consents to be bound by it;

  (7) The Critical Supplier's agreement that it will not
      separately assert or seek payment for reclamation claims
      pursuant to Section 503(b)(9) of the Bankruptcy Code; and

  (8) If a Critical Supplier who has reviewed payment of a
      prepetition claim later refuses to supply goods to the
      Debtors on Customary Trade Terms, subject to defenses, any
      payments received by the Critical Supplier on account of
      prepetition claim will be deemed to have been in payment
      of then outstanding postpetition obligations owed to that
      Critical Supplier and (a) that Critical Supplier will
      immediately repay to the Debtors any payments made to it
      on account of its prepetition claim to the extent the
      aggregate amount of those payments exceed  the
      postpetition obligations then outstanding, without the
      right of any setoffs, claims, provision for payment of
      reclamation or trust fund claims, or (b) at the Debtors'
      option, the Debtors will apply that payment against any
      outstanding administrative claim held by that Critical
      Supplier.

                         *     *     *

On an interim basis, Judge Christopher S. Sontchi authorizes the
Debtors to pay the Prepetition Supplier Claims in an amount not to
exceed $15,400,000.  Judge Sontchi also authorizes the Debtors to
make additional payments on account of prepetition vendors who
have contractual obligations to the Debtors, but who may refuse to
honor those obligations on a postpetition basis; provided that
payments will not exceed $15,000,000 during the interim period.

The final hearing will be on June 19, 2009 at 1:00 p.m. prevailing
Eastern Time.  Objection 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)


WABASH NATIONAL: Inks First Forbearance Agreement With Lenders
--------------------------------------------------------------
Wabash National Corporation said it entered into (i) a first
amendment to its forbearance agreement with its lenders, and (ii)
a fourth amendment to its second amended and restated loan and
security agreement with its lenders.

On April 28, 2009, the company entered into a Forbearance
Agreement and Third Amendment to Second Amended and Restated Loan
and Security Agreement, whereby Wabash's lenders under a Revolving
Credit Facility agreed, among other things, to refrain from
accelerating maturity of the Revolver Facility due to specified
existing or anticipated events of default through the earlier of
May 29, 2009, or the occurrence or existence of any event of
default other than the existing and anticipated events
of default.

Under the further amendment, the lenders under the Revolver
Facility agreed to continue to refrain from accelerating maturity
of the Revolver Facility due to the existing and anticipated
events of default through the earlier of July 31, 2009, or the
occurrence or existence of any event of default other than the
existing and anticipated events of default.

In addition to the 60-day extension of the forbearance period, the
lenders under the Revolver Facility also agreed, among other
things, to reduce the previously established availability reserve
from $22.5 million to $17.5 million through July 31, 2009, and to
decrease the borrowing availability of eligible accounts
receivable from 90% to 85%.

The other salient terms of the amendment are:

  (i) The parties agree to increase the applicable margin interest
      rate on the base rate portion of the revolving credit loans
      from 2.25% to 2.75% and on the LIBOR rate portion of the
      revolving credit loans from 3.75% to 4.25%;

(ii) The company is required to provide the administrative agent
      under the Revolving Credit Facility, by the third business
      day of each calendar week from and after May 28, 2009, a
      report setting forth a 13-week cash flow forecast for the
      company and its subsidiaries as well as a comparison of the
      actual and projected cash flow statements for the
      immediately preceding calendar week; and

(iii) By June 15, 2009, the company is required to deliver to the
      administrative agent a written report, in form and substance
      satisfactory to the administrative agent, updating the
      lenders on the status of its evaluation of strategic
      business alternatives.

During the forbearance period, as extended by the amendment, the
company expects to continue negotiations with its lenders on the
terms of a comprehensive amendment to the Revolving Credit
Facility.

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

               http://ResearchArchives.com/t/s?3d84

Headquartered in Lafayette, Ind., Wabash National(R) Corporation
(WNC) is one of the leading manufacturers of semi trailers in
North America.  Established in 1985, the Company specializes in
the design and production of dry freight vans, refrigerated vans,
flatbed trailers, drop deck trailers, dump trailers, truck bodies
and intermodal equipment.  Its innovative core products are sold
under the DuraPlate(R), ArcticLite(R), FreightPro(TM) Eagle(R) and
Benson(TM) brand names.  The Company operates two wholly-owned
subsidiaries: Transcraft(R) Corporation, a manufacturer of
flatbed, drop deck, dump trailers and truck bodies; and Wabash
National Trailer Centers, trailer service centers and retail
distributors of new and used trailers and aftermarket parts
throughout the U.S.


WALLACE THEATER: S&P Junks Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services placed its corporate credit and
issue-level ratings for U.S. movie exhibitor Hollywood Theaters
Inc. on CreditWatch with developing implications, indicating that
the ratings could be either raised or lowered over the near term.

On April 27, 2009, S&P lowered its corporate credit and issue-
level ratings on Hollywood Theaters by two notches.  The corporate
credit rating was lowered to 'CCC' from 'B-'.

At the same time, S&P assigned Hollywood Theaters Inc.'s parent
company, Wallace Theater Holdings Inc., a corporate credit rating
of 'CCC' and placed it on CreditWatch with developing
implications, in conjunction with S&P's Watch listing for the
operating company rating.  S&P analyze Wallace and Hollywood on a
consolidated basis.

In addition, S&P assigned Wallace's proposed issuance of
$150 million senior secured notes due 2013 S&P's issue-level
rating of 'B-' (at the same level as the expected future corporate
credit rating on the company, assuming a successful refinancing of
Hollywood's near-term debt maturities).  S&P also assigned the
proposed notes a recovery rating of '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery for noteholders in
the event of a payment default.  Wallace plans to use proceeds of
the notes to refinance the existing $137.8 million of indebtedness
at Hollywood.

"The CreditWatch placement reflects the risk surrounding the
company's ability to refinance its substantial near-term
maturities," said Standard & Poor's credit analyst Jeanne
Mathewson.  "Other factors affecting the rating include the mature
and highly competitive nature of the industry and the company's
exposure to the fluctuating popularity of movies.  The rating also
reflects S&P's concern that proliferation of competing
entertainment alternatives and shorter periods in theatrical
release prior to home video and video-on-demand release could
pressure U.S. movie exhibitors' attendance."

In resolving the CreditWatch listing, S&P will monitor Hollywood's
progress in refinancing its near-term maturities.  S&P could lower
the ratings if the company does not refinance its debt obligations
imminently.  If the company successfully refinances its debt,
pushing out maturities beyond the near term, S&P could raise the
corporate credit rating to 'B-' with a stable outlook.


WENDY INTERNATIONAL: Moody's Reviews B2 Ratings on Three Notes
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Wendy's
International Holdings, LLC, and its wholly-owned subsidiaries --
Wendy's International Inc. and Arby's Restaurant Group -- on
review for possible downgrade.  The rating actions follow the
announcement that WIH is seeking amendments to its bank agreement
that will permit the company to issue senior unsecured debt
securities.

Moody's review will focus on WIH's ability to obtain an amendment
to its credit agreement as planned, its success in accessing the
debt capital markets, and ultimately the impact any additional
debt will have on debt protection measures.  The review for
downgrade reflects Moody's concern that debt protection measures
could be adversely impacted in the event the company issues
additional debt.

These ratings were placed on review for possible downgrade:

Wendy's International Holdings, LLC

  -- Corporate Family rating at B1
  -- Probability of Default rating at B1

Wendy International Inc.

  -- $100 million 7% senior unsecured notes due 12/15/2025 at B2

  -- $225 million 6.2% senior unsecured notes due 6/14/2014 at B2

  -- $200 million 6.25% senior unsecured notes due 11/15/2011 at
     B2

Arby's Restaurant Group Inc.

  -- Senior secured revolving credit facility expiring 2011 at Ba2
  -- Senior secured term loan B due 2012 at Ba2

The most recent rating action on Wendy's International Holdings,
LLC, occurred on March 23, 2009, when Moody's assigned a first
time CFR and PDR to WIH of B1 and assigned a negative outlook.

Wendy's International Holdings, Inc., is a wholly-owned subsidiary
of Wendy's / Arby's Group Inc.  The company generates annual
revenues of approximately $3.7 billion.


WENDY'S/ARBY'S GROUP: Amendments Won't Affect S&P's 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that the announcement by
Atlanta-based Wendy's/Arby's Group Inc. (B+/Stable/--) that it is
seeking amendments to its senior secured credit agreement that
would allow the company to issue senior unsecured debt has no
immediate affect on the company's rating or outlook.  The company
said a potential financing would ensure its ability to fund
strategic initiatives and reduce the risk of refinancing future
debt maturities.  The company has no immediate maturities, but
does have significant maturities in 2011, when $200 million of
senior unsecured bonds and the revolving portion of its senior
secured credit facility mature.  In 2012, the term loan portion of
the senior secured credit facility matures; as of March 29, 2009,
the term loan had an outstanding balance of $384 million.

If Wendy's/Arby's can successfully amend its credit facility and
does issue senior unsecured notes, S&P will examine the terms and
size of the financing and take any appropriate ratings actions at
that point.


WENDY'S INTERNATIONAL: Moody's Reviews B1 Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Wendy's
International Holdings, LLC, and its wholly-owned subsidiaries --
Wendy's International Inc. and Arby's Restaurant Group -- on
review for possible downgrade.  The rating actions follow the
announcement that WIH is seeking amendments to its bank agreement
that will permit the company to issue senior unsecured debt
securities.

Moody's review will focus on WIH's ability to obtain an amendment
to its credit agreement as planned, its success in accessing the
debt capital markets, and ultimately the impact any additional
debt will have on debt protection measures.  The review for
downgrade reflects Moody's concern that debt protection measures
could be adversely impacted in the event the company issues
additional debt.

These ratings were placed on review for possible downgrade:

Wendy's International Holdings, LLC

  -- Corporate Family rating at B1
  -- Probability of Default rating at B1

Wendy International Inc.

  -- $100 million 7% senior unsecured notes due 12/15/2025 at B2

  -- $225 million 6.2% senior unsecured notes due 6/14/2014 at B2

  -- $200 million 6.25% senior unsecured notes due 11/15/2011 at
     B2

Arby's Restaurant Group Inc.

  -- Senior secured revolving credit facility expiring 2011 at Ba2
  -- Senior secured term loan B due 2012 at Ba2

The most recent rating action on Wendy's International Holdings,
LLC, occurred on March 23, 2009, when Moody's assigned a first
time CFR and PDR to WIH of B1 and assigned a negative outlook.

Wendy's International Holdings, Inc., is a wholly-owned subsidiary
of Wendy's / Arby's Group Inc.  The company generates annual
revenues of approximately $3.7 billion.


WESTERN REFINING: Moody's Assigns 'B3' Rating on $600 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 3; 43%) rating to
Western Refining, Inc.'s pending $600 million eight-year senior
secured note offering and affirmed its existing B3 Corporate
Family Rating, B3 Probability of Default Rating, and its B3 senior
first secured Term Loan B (LGD 3; though moving the point estimate
to 43% from 46%).  The note ratings are assigned under Moody's
Loss Given Default methodology.  The SGL-3 Speculative Grade
Liquidity Rating was also affirmed.  The rating outlook remains
positive.

WNR is concurrently also issuing $200 million in common equity and
$100 million of unrated senior unsecured convertible notes.  Net
equity, secured note, and convertible note proceeds would repay
approximately $875 million of Term Loan B.  With an original
balance of $1.4 billion, pro-forma Term Loan B would approximate
$400 million.

While second quarter 2009 sector margins are cyclically week, this
seems likely to carry into third quarter 2009, and winter 2009-
2010 margins remain uncertain, the outlook is bolstered by
Western's pending equity offering.  The equity offering is
important to ensuring a positive outlook.  While Western would be
upgraded when the cycle improves, this would await the ability to
sustain significant debt reductions from free cash flow and
assumes that WNR had continued to avoid material unscheduled
downtime.

Moody's expects second quarter EBITDA to be sharply lower than
first quarter 2009 levels.  This reflects continued compressed
price differentials between heavy and light crude oil, already
weak diesel and other distillate margins, and rising crude oil
costs relative to gasoline and diesel prices.  To meet its 2009
EBITDA target of approximately $400 million, crude oil price
differentials, diesel and other distillate margins, and/or
gasoline margins will need to improve from second quarter 2009 for
WNR to cover capital spending from cash flow.  Moody's estimate
that WNR's 2009 interest expense will exceed $120 million, that
capital spending will be close to $140 million, and that it faces
a substantial tax payment after strong first quarter 2009 results.
The principal unknowns remain margins and the pace at which WNR
can reduce leverage.

WNR's SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity for the next four quarters.  Under an $800 million
secured borrowing base bank revovler, WNR's borrowing base was
recently $382.7 million and was undrawn.  However, after deducting
WNR's $230 million estimate of peak letter of credit needs at
current oil prices, undrawn availability approximates
$150 million.  WNR expects to use the revolver solely for letters
of credit to back its purchases of crude oil.  WNR also recently
had over $50 million in month-end cash.  Cash flow and cash
balances appear to enable WNR to avoid material revolver
borrowings.

Western displays adequate borrowing capacity to support unforeseen
borrowing needs.  Providing a wider downcycle cushion, the current
Term Loan B reduction will also activate the relaxing during 2009
and 2010 (ending December 31, 2010) of WNR's bank revolver
covenants to Debt/EBITDA of 4.5x (from 4x) and to EBITDA Interest
of 2.0x (from 2.5x).  WNR's unadjusted debt, pro-forma for the
note and equity offerings, is just over $1.0 billion.

The last rating action for WNR came on May 11, 2009, when Moody's
affirmed its B3 Corporate Family Rating, B3 Probability of Default
Rating, and B3 Term Loan B rating, and moved the rating outlook to
positive from negative.  The speculative grade liquidity rating
was also upgraded from SGL-4 to SGL-3.

Western Refining, headquartered in El Paso, Texas, is an
independent refining and marketing company.  Western owns and
operates a 128,000 barrel per day low complexity light sweet
refinery at El Paso, Texas, a medium sized relatively complex
coking refinery at Yorktown, Virginia, and two very small light
sweet crude oil refineries in the Four Corners region of New
Mexico.


WILDWOOD HOTELS: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wildwood Hotels, LLC
        2767 Windy Hill Road, SE
        Marietta, GA 30067

Bankruptcy Case No.: 09-74361

Chapter 11 Petition Date: June 2, 2009

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

Debtor's Counsel: A. J. Mitchell, Esq.
                  Law Offices of A. J. Mitchell, LLC
                  Suite 505A, 4151 Ashford Dunwoody Road, NE
                  Atlanta, GA 30319
                  Tel: (404) 705-8226
                  Email: aj@ajmitchell-law.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
3 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/ganb09-74361.pdf

The petition was signed by Charles Morais, member of the Company.


YELLOWSTONE CLUB: Sale to CrossHarbor Capital Gets Court Okay
-------------------------------------------------------------
Court documents say that the U.S. Bankruptcy Court for the
District of Montana has approved Yellowstone Mountain Club LLC's
sale to CrossHarbor Capital Partners for $115 million.

According to court documents, CrossHarbor agreed to pay
$35 million in cash and provide a note worth $80 million to
creditors.  The Boston Globe reports that the purchase price is
less than a quarter of what CrossHarbor had offered in 2008.

Court documents say that Credit Suisse Group and the other lenders
will have the right to try to collect as much as $309 million that
Yellowstone owed them.

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for
Chapter 11 on November 10, 2008 (Bankr. D. Montana, Case No. 08-
61570).  The Company's owner affiliate Edra D. Blixseth, filed for
Chapter 11 on March 27, 2009 (Case No. 09-60452).

Connie Sue Martin, Esq., David A. Ernst, Esq., Lawrence R Ream,
Esq., Richard G. Birinyi, Esq., Stephen Deatherage, Esq., Thomas
L. Hutchinson, Esq., and Troy Greenfield, Esq., at Bullivant
Houser Bailey PC; and James A. Patten, Esq., at Patten, Peterman,
Bekkedahl & Green PLLC, represent the Debtors as counsel.  The
Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO.
The official committee of unsecured creditors in the case are
represented by J. Thomas Beckett, Esq., and David P. Billings,
Esq., at Parsons, Behle and Latimer, as counsel, and James H.
Cossitt, Esq., at local counsel.  Credit Suisse, the prepetition
first lien lender, is represented by Skadden, Arps, Slate, Meagher
& Flom.



* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re 90 Prince Street Corp.
   Bankr. S.D. N.Y. Case No. 09-13386
      Chapter 11 Petition filed May 27, 2009
         See http://bankrupt.com/misc/nysb09-13386.pdf


In Re 116 Orange Avenue, Inc.
   Bankr. D. N.Y. Case No. 09-22873
      Chapter 11 Petition filed May 26, 2009
         See hhttp://bankrupt.com/misc/nysb09-22873.pdf

In Re 253-255 Main Street, LLC
   Bankr. D. N.H. Case No. 09-11917
      Chapter 11 Petition filed May 27, 2009
         See http://bankrupt.com/misc/nhb09-11917.pdf

   In Re 37 & 39 Library Street, LLC
      Bankr. D. N.H. Case No. 09-11920
         Chapter 11 Petition filed May 27, 2009
            See http://bankrupt.com/misc/nhb09-11920.pdf

   In Re 50 Derry Street, LLC
      Bankr. D. N.H. Case No. 09-11918
         Chapter 11 Petition filed May 27, 2009
            See http://bankrupt.com/misc/nhb09-11918.pdf

In Re ArmorLite Roofing Technology, LLC
   Bankr. C.D. Calif. Case No. 09-22974
      Chapter 11 Petition filed May 26, 2009
         See http://bankrupt.com/misc/cacb09-22974.pdf

In Re Creative Tile & Marble, Inc.
   Bankr. N.D. Calif. Case No. 09-44545
      Chapter 11 Petition filed May 27, 2009
         Filed as Pro Se

In Re Custom Granite & Marble, Inc.
   Bankr. W.D. N.C. Case No. 09-10614
      Chapter 11 Petition filed May 27, 2009
         See http://bankrupt.com/misc/ncwb09-10614.pdf

In Re Doyle R. Casey
      Barbara Ann Casey
   Bankr. N.D. Ala. Case No. 09-41531
      Chapter 11 Petition filed May 27, 2009
         See http://bankrupt.com/misc/alnb09-41531c.pdf
         See http://bankrupt.com/misc/alnb09-41531p.pdf

In Re Eastern Buffet, LLC
   Bankr. D. Md. Case No. 09-19509
      Chapter 11 Petition filed May 27, 2009
         See http://bankrupt.com/misc/mdb09-19509p.pdf
             http://bankrupt.com/misc/mdb09-19509c.pdf

In Re EDVA Realty Services, Inc.
   Bankr. C.D. Calif. Case No. 09-16251
      Chapter 11 Petition filed May 26, 2009
         See http://bankrupt.com/misc/cacb09-16251.pdf

In Re Evolution Energy & Light, LLC
   Bankr. W.D. Tex. Case No. 09-1133309-18439
      Chapter 11 Petition filed May 27, 2009
         See http://bankrupt.com/misc/txwb09-11333p.pdf
             http://bankrupt.com/misc/txwb09-11333c.pdf

In Re Judith L. Karas
      Nicholas W Karas
   Bankr. N.D. Ill. Case No. 09-19079
      Chapter 11 Petition filed May 27, 2009
         See http://bankrupt.com/misc/ilnb09-19079.pdf

In Re New Life Tractors, LLC
   Bankr. N.D. Ga. Case No. 09-22172
      Chapter 11 Petition filed May 26, 2009
         See http://bankrupt.com/misc/ganb09-22172.pdf

In Re Octavio Diaz Lizarraga
   Bankr. C.D. Calif. Case No. 09-bk-22975
      Chapter 11 Petition filed May 26, 2009
         Filed as Pro Se

In Re PAC Outsourcing LLC
   Bankr. D. Md. Case No. 09-19429
      Chapter 11 Petition filed May 26, 2009
         See http://bankrupt.com/misc/mdb09-19429p.pdf
             http://bankrupt.com/misc/mdb09-19429c.pdf

   In Re PAC Services Realty LLC
      Bankr. D. Md. Case No. 09-19430
         Chapter 11 Petition filed May 26, 2009
            See http://bankrupt.com/misc/mdb09-19430p.pdf
                http://bankrupt.com/misc/mdb09-19430c.pdf

In Re PAC Power, Inc.
   Bankr. E.D. Mich. Case No. 09-56610
      Chapter 11 Petition filed May 27, 2009
         See http://bankrupt.com/misc/mieb09-56610.pdf

In Re Pasupathy Padmanabhan
   Bankr. C.D. Ill. Case No. 09-81642
      Chapter 11 Petition filed May 27, 2009
         See http://bankrupt.com/misc/ilcb09-81642.pdf

In Re Steven R. Ruggiero
   Bankr. D. N.J. Case No. 09-23546
      Chapter 11 Petition filed May 27, 2009
         See http://bankrupt.com/misc/njb09-23546.pdf

In Re Balli Trucking Inc.
   Bankr. W.D. Tex. Case No. 09-11361
      Chapter 11 Petition filed May 28, 2009
         See http://bankrupt.com/misc/txwb09-11361.pdf

In Re Barasch Sound Studios LLC
   Bankr. S.D. N.Y. Case No. 09-13407
      Chapter 11 Petition filed May 27, 2009
         See http://bankrupt.com/misc/nysb09-13407.pdf


In Re Chelsea's Bar & Lounge
   Bankr. E.D. Va. Case No. 09-14222
      Chapter 11 Petition filed May 28, 2009
         Filed as Pro Se

In Re Dotson10s, LLC
   Bankr. S.D. Ala. Case No. 09-12439
      Chapter 11 Petition filed May 28, 2009
         See http://bankrupt.com/misc/alsb09-12439.pdf



In Re Ernest G. Hope
   Bankr. N.D. Calif. Case No. 09-31430
      Chapter 11 Petition filed May 27, 2009
         See http://bankrupt.com/misc/canb09-31430.pdf


In Re Now Equipment, LLC
   Bankr. W.D. Wis. Case No. 09-13514
      Chapter 11 Petition filed May 28, 2009
         See http://bankrupt.com/misc/wiwb09-13514.pdf

In Re Palmetto Greens Golf & Country Club, LLC
   Bankr. E.D. N.C. Case No. 09-04465
      Chapter 11 Petition filed May 28, 2009
         See http://bankrupt.com/misc/nceb09-04465.pdf

In Re Robert K. Miell
   Bankr. N.D. IA. Case No. 09-01500
      Chapter 11 Petition filed May 28, 2009
         See http://bankrupt.com/misc/ianb09-01500.pdf

In Re Ronald Lewis Haase
   Bankr. C.D. Calif. Case No. 09-23202
      Chapter 11 Petition filed May 28, 2009
         See http://bankrupt.com/misc/cacb09-23202.pdf

In Re Ronald Lyen James
   Bankr. E.D. N.C. Case No. 09-04457
      Chapter 11 Petition filed May 28, 2009
         Filed as Pro Se

In Re Roosevelt Thomas
   Bankr. N.D. Calif. Case No. 09-31431
      Chapter 11 Petition filed May 28, 2009
         Filed as Pro Se

In Re Ryanscrest Trust
   Bankr. W.D. Wash. Case No. 09-43815
      Chapter 11 Petition filed May 28, 2009
         Filed as Pro Se

In Re Steven Scander
      Reatha Williams
   Bankr. W.D. La. Case No. 09-50696
      Chapter 11 Petition filed May 28, 2009
         See http://bankrupt.com/misc/lawb09-50696.pdf

In Re Theodore Joseph West
   Bankr. S.D. Miss. Case No. 09-01844
      Chapter 11 Petition filed May 28, 2009
         Filed as Pro Se

In Re William E. Dietrich, Jr.
      Laura A. Dietrich
   Bankr. W.D. Pa. Case No. 09-23914
      Chapter 11 Petition filed May 28, 2009
         See http://bankrupt.com/misc/pawb09-23914.pdf



In Re Young Scholars, LLC
   Bankr. W.D. La. Case No. 09-50701
      Chapter 11 Petition filed May 28, 2009
         See http://bankrupt.com/misc/lawb09-50701.pdf

In Re 47th and M.L.K., Inc.
   Bankr. N.D. Ill. Case No. 09-20003
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/ilnb09-20003p.pdf
             http://bankrupt.com/misc/ilnb09-20003c.pdf

In Re 5584, LLC
   Bankr. D. Nev. Case No. 09-19192
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/nvb09-19192p.pdf
             http://bankrupt.com/misc/nvb09-19192c.pdf

In Re Alexandru Denes
      Claudia Denes
   Bankr. E.D. Calif. Case No. 09-15064
      Chapter 11 Petition filed May 31, 2009
         Filed as Pro Se

In Re Allegra Family Limited Company
   Bankr. W.D. Tex. Case No. 09-52060
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/txwb09-52060.pdf

In Re Angelita Villasenor Crispo
       aka Lita Crispo
       aka Angelita V. Crispo
   Bankr. C.D. Calif. Case No. 09-15245
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/cacb09-15245.pdf

In Re Barbara Joan Bocott
   Bankr. D. Wyo. Case No. 09-20495
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/wyb09-20495p.pdf
             http://bankrupt.com/misc/wyb09-20495c.pdf

In Re Brad Jones
   Bankr. S.D. Tex. Case No. 09-33893
      Chapter 11 Petition filed June 1, 2009
         Filed as Pro Se

In Re Builders R Us, Inc.
   Bankr. M.D. Pa. Case No. 09-04245
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/pamb09-04245.pdf

In Re Charles R. Schwartzapfel
   Bankr. E.D. N.Y. Case No. 09-73993
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/nyeb09-73993.pdf

In Re D and H Managment, Inc.
   Bankr. N.D. Ga. Case No. 09-22286
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/ganb09-22286.pdf


In Re Daniel Abraham Ledesma
   Bankr. D. Ore. Case No. 09-34215
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/orb09-34215.pdf

In Re Darwyn Michael Soutas
       aka Michael Darwyn Soutas
       aka D. Michael Soutas
   Bankr. N.D. Calif. Case No. 09-54261
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/canb09-54261.pdf

In Re Double R Real Estate Associates
   Bankr. C.D. Calif. Case No. 09-16505
      Chapter 11 Petition filed June 1, 2009
         Filed as Pro Se

In Re Elementi Restaurant, LLC
   Bankr. E.D. NY. Case No. 09-44616
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/cacb09-44616.pdf

In Re Kenneth Leslie Huston
   Bankr. C.D. Ill. Case No. 009-71662
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/ilcb09-71662.pdf

In Re Michael David Gunaca
   Bankr. E.D. Tex. Case No. 09-41759
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/txeb09-41759.pdf

In Re MWG Trust, A Texas Trust
   Bankr. N.D. Tex. Case No. 09-43338
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/txnb09-43338.pdf

In Re P&C Restaurants, Inc.
   Bankr. C.D. Calif. Case No. 09-15236
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/cacb09-15236.pdf

In Re Palliative Hospice Center LLC
   Bankr. W.D. Okla. Case No. 09-12927
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/okwb09-12927.pdf

In Re Particle Drilling Technologies, Inc.
   Bankr. S.D. Tex. Case No. 09-33830
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/txsb09-33830.pdf

In Re Personalized Accounting Total Services, Inc.
   Bankr. S.D. N.Y. Case No. 09-13559
      Chapter 11 Petition filed May 29, 2009
         See http://bankrupt.com/misc/nysb09-13559.pdf

In Re Peter A. Allegra
      Karen L. Allegra
   Bankr. W.D. Tex. Case No. 09-52058
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/txwb09-52058.pdf


In Re Richard E. Cricks
   Bankr. W.D. Pa. Case No. 09-24105
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/pawb09-24105.pdf

In Re Robin Keith Ammons
   Bankr. N.D. Ga. Case No. 09-73991
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/ganb09-73991.pdf

In Re Rockwall Signal Ridge, LP
   Bankr. N.D. Tex. Case No. 09-33496
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/txnb09-33496.pdf

In Re Sparta, Inc.
   Bankr. N.D. Ga. Case No. 09-73974
      Chapter 11 Petition filed June 1, 2009
         Filed as Pro Se

In Re Titan Custom Products, Inc.
   Bankr. N.D. Tex. Case No. 09-33465
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/txnb09-33465.pdf

In Re Tony Dirk Bryant
   Bankr. N.D. Ga. Case No. 09-74124
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/ganb09-74124.pdf

In Re Turtle Holdings, LLC
   Bankr. D. N.J. Case No. 09-24086
      Chapter 11 Petition filed May 29, 2009
         Filed as Pro Se

In Re Whiskey, LLC
   Bankr. D. Ariz. Case No. 09-12036
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/azb09-12036.pdf

In Re William Jeffrey Van Landingham
   Bankr. N.D. Ga. Case No. 09-73958
      Chapter 11 Petition filed June 1, 2009
         Filed as Pro Se

In Re Willow Park Development, L.L.C.
   Bankr. N.D. Tex. Case No. 09-33388
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/txnb09-33388.pdf

In Re Armi N. Cana
   Bankr. D. Nev. Case No. 09-18439
      Chapter 11 Petition filed May 22, 2009
         See http://bankrupt.com/misc/nvb09-18439.pdf

In Re 9125 Sourwood Drive Trust
   Bankr. N.D. Ga. Case No. 09-22304
      Chapter 11 Petition filed June 2, 2009
         Filed as Pro Se


In Re Aztec Roof And Sheet Metal Corporation
   Bankr. S.D. Tex. Case No. 09-33991
      Chapter 11 Petition filed June 2, 2009
         See http://bankrupt.com/misc/txsb09-33991.pdf

In Re Bayberry Marshfield Nominee Trust
   Bankr. D. Mass. Case No. 09-15159
      Chapter 11 Petition filed June 2, 2009
         See http://bankrupt.com/misc/msb09-15159.pdf

In Re Carolyn Goldston
   Bankr. S.D. Tex. Case No. 09-33973
      Chapter 11 Petition filed June 2, 2009
         Filed as Pro Se

In Re Charles Brown, III
   Bankr. E.D. Calif. Case No. 09-31157
      Chapter 11 Petition filed June 2, 2009
         See http://bankrupt.com/misc/caeb09-31157.pdf

In Re Choice Development & Construction, L.P.
   Bankr. S.D. Tex. Case No. 09-33954
      Chapter 11 Petition filed June 2, 2009
         See http://bankrupt.com/misc/txsb09-33954.pdf

In Re Coach's Choice Sprting Good, Inc.
   Bankr. S.D. Ill. Case No. 09-40939
      Chapter 11 Petition filed June 2, 2009
         See http://bankrupt.com/misc/ilsb09-40939.pdf

In Re JKVK Restaurant Enterprises, Inc.
   Bankr. D. Ariz. Case No. 09-12071
      Chapter 11 Petition filed June 2, 2009
         See http://bankrupt.com/misc/azb09-12071.pdf


In Re Mary Prudie Brown
       aka Mocha Group, LTD.
       Aka Pru Development, L.L.C.
   Bankr. W.D. Tex. Case No. 09-70122
      Chapter 11 Petition filed June 2, 2009
         See http://bankrupt.com/misc/txwb09-70122.pdf

In Re Michael Di Stefano
      Nicole Di Stefano
   Bankr. S.D. N.Y. Case No. 09-13595
      Chapter 11 Petition filed June 2, 2009
         See http://bankrupt.com/misc/nysb09-13595.pdf

In Re Miller Patrick Henley, Jr.
       dba MP Property
   Bankr. N.D. Tex. Case No. 09-3352
      Chapter 11 Petition filed June 2, 2009
         See Filed as Pro Se

In Re Paige Creamery, Inc.
   Bankr. D. Mass. Case No. 09-15180
      Chapter 11 Petition filed June 2, 2009
         See http://bankrupt.com/misc/mab09-15180.pdf

In Re Patrick Delano Bobbitt
   Bankr. N.D. Tex. Case No. 09-43354
      Chapter 11 Petition filed June 2, 2009
         See http://bankrupt.com/misc/txnb09-43354.pdf

In Re Rose Glass and Aluminum, Inc.
   Bankr. E.D. Calif. Case No. 09-31119
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/caeb09-31119p.pdf
             http://bankrupt.com/misc/caeb09-31119c.pdf

In Re SharpImage Enterprises LLC
   Bankr. S.D. N.Y. Case No. 09-13594
      Chapter 11 Petition filed June 2, 2009
         See http://bankrupt.com/misc/nysb09-13594.pdf

In Re Stephen Frank Lefler, MD
   Bankr. E.D. Ark. Case No. 09-13910
      Chapter 11 Petition filed June 2, 2009
         See http://bankrupt.com/misc/areb09-13910.pdf

In Re Teyab Investment Grp LLC
   Bankr. S.D. Tex. Case No. 09-33966
      Chapter 11 Petition filed June 2, 2009
         Filed as Pro Se

In Re Tisa Ozar
       aka Tisa Ozar Nakagawa
   Bankr. C.D. Calif. Case No. 09-15266
      Chapter 11 Petition filed June 2, 2009
         Filed as Pro Se

In Re Virginia Louise Pierce
      Philip Randall Pierce
   Bankr. C.D. Calif. Case No. 09-15260
      Chapter 11 Petition filed June 1, 2009
         See http://bankrupt.com/misc/cacb09-15260.pdf


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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