TCR_Public/090605.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, June 5, 2009, Vol. 13, No. 154

                            Headlines

1600 PACIFIC: Files for Chapter 11 Bankruptcy Protection
2 G&Y LLC: Voluntary Chapter 11 Case Summary
AGY HOLDING: Moody's Downgrades Corporate Family Rating to 'B3'
AIR CANADA: Liquidity Concerns Prompt S&P to Junk Ratings
ALEXANDER KOJO: Case Summary & 13 Largest Unsecured Creditors

AMERICAN ACHIEVEMENT: Moody's Lifts Corp. Family Rating to 'Caa1'
ANDREW JAHELKA: Voluntary Chapter 11 Case Summary
ASARCO LLC: Americas Mining Can Appeal Using SCC Shares as Bond
ASBURY AUTOMOTIVE: GM Ch 11 Filing Won't Affect Moody's Rating
AUTONATION INC: GM Ch 11 Filing Won't Affect Moody's Rating

AXS-ONE INC: Inks Amendment to Promissory Notes and Rights Deal
BANK OF AMERICA: Names New Chief Risk Officer Amid Merrill Probe
BELLE TERRE GOLF: Case Summary & 20 Largest Unsecured Creditors
CAPITAL GROWTH: Valuation Matters Cues Yearend Report Filing Delay
CAPITAL GROWTH: Receives Covenant Violation from ACF CGS

CARAUSTAR INDUSTRIES: 1st Day Motions Okayed, Stocks Delisted
CHENIERE ENERGY: Don A. Turkleson Resigns as Senior Vice President
CHRYSLER LLC: Executives, Dealers Go Head to Head Before Senate
CHRYSLER LLC: Creditors Object to Daimler-PBGC Term Sheet
CHRYSLER LLC: Offers Five-Year, No Interest Loans Through GMAC

CHRYSLER LLC: Vehicle Owners to Retain Rights to Compensation
CITGO PETROLEUM: Fitch Affirms Issuer Default Rating at 'BB-'
CITY OF MENASHA: Moody's Cuts Rating on $29 Million Bonds to Ba2
CLOVERLEAK ENTERPRISES: Case Summary & 18 Largest Unsec. Creditors
CONCORDIA EARLY LEARNING: Voluntary Chapter 11 Case Summary

CONSTAR INT'L: Compensation Committee Okays Annual Incentive Plan
CONTECH LLC: Loses Major Client, Feels Pinch of GM Bankruptcy
CONTINENTAL ALLOYS: Liquidity Pressure Cues Moody's Junk Rating
DALLAS TIGERMARK: Involuntary Chapter 11 Case Summary
DAVID DE LA FUENTE: Voluntary Chapter 11 Case Summary

DOMTAR CORPORATION: Moody's Assigns 'Ba3' Rating on Senior Notes
DOMTAR CORP: S&P Affirms 'BB' Long-Term Corporate Credit Rating
DOWLING COLLEGE: Moody's Maintains 'B1' Rating on Two Bonds
EDCO PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
EL POLLO: Moody's Withdraws 'B1' Rating on Senior Facilities

EMPIRE RESORTS: Amends Loan Pact to Extend Maturity to June 30
FANNIE MAE: Regulator Won't Put Firm Into Receivership
FEDERAL-MOGUL CORP: S&P Downgrades Corporate Credit Rating to 'B+'
FLEETWOOD ENTERPRISES: Sells Motor Home Business to AIP for $53MM
FORT WAYNE: Case Summary & 20 Largest Unsecured Creditors

FREDDIE MAC: Regulator Won't Put Firm Into Receivership
GENARO MENDOZA: Case Summary & 16 Largest Unsecured Creditors
GENERAL MOTORS: U.S. Trustee Names 15-Member Creditors' Committee
GENERAL MOTORS: Executives, Dealers Go Head to Head Before Senate
GENERAL MOTORS: G. Douglas Jones Seeks Representation for Dealers

GENERAL MOTORS: Retirees Ask Court for Official Retiree Committee
GENERAL MOTORS: Consumer Victims Want Official Tort Committee
GMAC LLC: Offers Five-Year, No Interest Loans to Chrysler Clients
GRAPHIC PACKAGING: Fitch Assigns 'B/RR4' Rating on $245 Mil. Notes
GRISWOLD BUILDING: Case Summary & 20 Largest Unsecured Creditors

GROUP 1 AUTOMOTIVE: GM Ch 11 Filing Won't Affect Moody's Rating
HAIGHTS CROSS: Forbearance Period With Loan Lender Expires Today
HAYES LEMMERZ: Amends Annual Report to Provide Additional Info
HENDRICKS COS: Court Okays Sale of Dothan Branch to Manager
HERITAGE WORLDWIDE: French Unit Files Petition for Reorganization

HOLLY CORP: S&P Assigns 'BB' Corporate Credit Rating
INTCOMEX INC: Limited Liquidity Prompts S&P to Junk Corp. Rating
J J LEE MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
JEANNE RIZZOTTO: Files for Chapter 11 Bankruptcy Protection
JETBLUE AIRWAYS: S&P Assigns 'CCC' Rating on $75MM Debentures

JOSE MORENO: Case Summary & 20 Largest Unsecured Creditors
KEVIN L. DAHLGREN: Case Summary & 13 Largest Unsecured Creditors
LEAR CORPORATION: Moody's Cuts Corporate Family Rating to 'Ca'
LEHMAN BROTHERS: Libra & SocGen Object to Proposed Assumption
LEHMAN BROTHERS: LBSF Sues BNY Corporate Trustee

LEHMAN BROTHERS: Alvarez & Marsal Gets $42.6MM for 3 Months' Work
LEHMAN BROTHERS: Taps Jones Day to Probe Barclays & AIG CDS Deals
LEONARD O WALLACE: Meeting of Creditors Scheduled for June 10
LYONDELL CHEMICAL: Solutia Dispute Millenium's Claims
LYONDELL CHEMICAL: Marathon Petroleum Agrees to Dismiss Appeal

MARINER ENERGY: Moody's Assigns 'B3' Rating on $250 Mil. Notes
MASONITE INTERNATIONAL: Set to Emerge From Bankruptcy Very Soon
MASTEC INC: $100MM Sr. Notes Offering Won't Affect Moody's Ratings
MID AMERICA: Case Summary & Eight Largest Unsecured Creditors
MIDWAY GAMES: Compensation Committee Okays Bonus Plan for Spiess

MOMENTIVE PERFORMANCE: S&P Retains 'CC' Corporate Credit Rating
MORRIS PUBLISHING: Has Until June 12 to Pay $9.7MM Notes Interest
NANOGEN INC: Section 341(a) Meeting Slated for June 18 in Delaware
NORTHFIELD LABORATORIES: Gets Delisting Notice from NASDAQ
NUKOTE INT'L: Case Summary & 20 Largest Unsecured Creditors

ORION POWER: Moody's Affirms Ba3 Sr. Unsecured Ratings
OCWEN FINANCIAL: Fitch Affirms Issuer Default Rating at 'B+'
OWENS CORNING: Moody's Assigns 'Ba1' Rating on Note Offerings
PACIFIC ETHANOL: Meeting of Creditors Set for June 24 in Delaware
PARC AT CREEKSTONE: Voluntary Chapter 11 Case Summary

PARK MEADOWS VILLAGE: Voluntary Chapter 11 Case Summary
PARTICLE DRILLING: Files Chapter 11 in Houston; Ceases Operations
PENSKE AUTOMOTIVE: GM Ch 11 Filing Won't Affect Moody's Rating
PETRORIG I: Meeting of Creditors Scheduled for June 15 in New York
PHOENIX COYOTES: NHL Disputes Jim Balsillie's $212.5 Million Bid

PROSPECT HOMES: Files for Chapter 11 Bankruptcy Protection
PSYSTER CORP: Carr & Ferrell Holds Much of Firm's Debt
QUEBECOR WORLD: S&P Assigns 'B+' Long-Term Corporate Credit Rating
REALTY AMERICA: U.S. Trustee Sets Meeting of Creditors for June 23
RH DONNELLEY: Plan Proposes to Reduce Debt by $6.4 Billion

RH DONNELLEY: Has Until August 11 to File Schedules & Statements
RIDGEWALK HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
RIVER WOODS: Section 341(a) Meeting Scheduled for June 19 in Idaho
RRI ENERGY: Moody's Downgrades Corporate Family Ratings to 'B1'
SAN MICHAEL PIZZA: Case Summary & 9 Largest Unsecured Creditors

SANDERSON INDUSTRIES: Section 341(a) Meeting Slated for June 18
SHIV REAL ESTATE: Case Summary & 4 Largest Unsecured Creditors
SIX FLAGS: Grace Period Won't Affect Moody's 'Ca' Rating
SONIC AUTOMOTIVE: GM Ch 11 Filing Won't Affect Moody's Rating
STEEL DYNAMICS: S&P Affirms 'BB+' Corporate Credit Rating

STRAUMUR-BURDARAS: Voluntary Chapter 15 Case Summary
SYMMETRICAL STAIR: Case Summary & 15 Largest Unsecured Creditors
SYMONS FROZEN: Case Summary & 20 Largest Unsecured Creditors
TERRY COFFMAN: Lenders Take Over Italian Seafood Restaurant
TESORO CORPORATION: Fitch Assigns 'BB+' Rating on $300 Mil. Notes

THERAPEDIC SLEEP: Files for Chapter 11 Bankruptcy Protection
THERAPEDIC SLEEP: Case Summary & 20 Largest Unsecured Creditors
TRIAXX FUNDING: Moody's Does Not Take Rating Actions on Bonds
U.S. BEVERAGE: Voluntary Chapter 11 Case Summary
VISTEON CORP: Can Honor Up to $92.1MM in Customer Obligations

VISTEON CORP: Gets Interim OK to Continue Funding Foreign Units
VISTEON CORP: Can Pay Shippers, Warehousemen & Lienholders $21.3MM
VISTEON CORP: Gets Interim Okay to Pay $2.2MM to Foreign Vendors
WESTERN REFINING: S&P Affirms 'B+' Corporate Credit Rating
YELLOWSTONE CLUB: Court Confirms Plan, to Emerge Later this Month

* BOOK REVIEW: Taking America - How We Got from the First Hostile
               Takeover to Megamergers, Corporate Raiding and
               Scandal

                            *********

1600 PACIFIC: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Steve Brown at The Dallas Morning News reports that 1600 Pacific
Building LP has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Northern District of Texas.

Court documents say that 1600 Pacific listed between $1 million
and $10 million in liabilities, and creditors that include First
National Bank of Edinburg and the Internal Revenue Service.

Dallas Morning News relates that 1600 Pacific has been trying to
convert its 32-storey downtown Dallas office tower into 590
apartments for more than a year.  According to Dallas Morning
News, the project is awaiting financial support from the city of
Dallas.  The report notes the project would need more than
$100 million.  The partnership hopes to complete its subsidy
agreements with the city of Dallas "in very short order" and then
effectively pull the project out of bankruptcy, the report says,
citing developer Curtis Lockey.

1600 Pacific Building, L.P., is a development partnership in
LaJolla, California.


2 G&Y LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 2 G&Y, LLC
        5995 E. Grant Road, #200
        Tucson, AZ 85712

Bankruptcy Case No.: 09-12188

Chapter 11 Petition Date: June 3, 2009

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

Debtor's Counsel: Michael W. Baldwin, Esq.
                  P.O. Box 35487
                  Tucson, AZ 85740-5487
                  Tel: (520) 792-3600
                  Fax: (520) 792-8616
                  Email: michael.baldwin@azbar.org

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 David Cutler, CPA.


AGY HOLDING: Moody's Downgrades Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service lowered AGY Holding Corporation's
Corporate Family Rating to B3 from B2, reflecting expectations for
continued weakness and depressed sales volumes in many of its
major end-markets.  The outlook is negative.

Ratings lowered:

AGY Holding Corp.

* Corporate Family Rating -- B3 from B2

* Probability of Default Rating -- B3 from B2

* $172mm 11% Gtd sr sec 2nd lien notes due 2014 -- B3 (LGD4, 58%)
  from B2 (LGD4, 58 %)

The downgrade to AGY's CFR reflects the slow down in its end
markets, expectations for depressed sales volumes over the next
year and the lack of visibility concerning a recovery in product
demand.  In the first quarter of 2009, all of AGY's end markets,
except defense, experienced significant softness in demand.  AGY
completed work in the first quarter for a large defense contract
(MRAP vehicle armor) and lower sales volumes for this end market
are expected until contracts are awarded for the MATV (a lighter
weight vehicle for use by the US military in Afghanistan), which
may occur in the second half of 2009.  Other major end markets
experiencing slow demand, including aerospace, electronics,
construction and industrial, are negatively impacted by cancelled
new commercial jet orders, fewer airplane refurbishments, lower
construction and industrial activity and the drop in consumer
spending.

AGY currently has adequate liquidity, which is supported by
approximately $2.6 million of cash and $18.35 million available
under the $40 million revolving credit facility as of March 31,
2009.  In addition, the company has precious metal inventory that
should be readily marketable in the event the company needs
additional liquidity.  AGY pays approximately $19 million in
annual interest expense on its notes ($9.6 million is due on the
notes semi-annually in May and November).  AGY is expected to
conserve cash during this difficult economic period in order to
preserve its liquidity.

Moody's most recent announcement concerning the ratings for AGY
was on October 11, 2006, when Moody's assigned a B2 rating to
AGY's senior secured notes due 2014.  The notes were used to
refinance existing bank debt that partially financed the
acquisition of AGY by the current owners.

AGY Holding Corp., headquartered in Aiken, South Carolina, is a
manufacturer of advanced glass fibers used as reinforcing
materials in applications ranging from aircraft laminates,
ballistic armor, roofing membranes, insect screens, architectural
fabrics, and specialty electronics.  AGY generated revenues of
$218 million for the LTM ended March 31, 2009.


AIR CANADA: Liquidity Concerns Prompt S&P to Junk Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Air Canada to 'CCC+' from 'B-'.  The
outlook is negative.

"The downgrade reflects our assessment that the company's
liquidity to support its operations in the near term remains
dependent on positive developments in a number of financing and
operating initiatives, the outcomes of which remain uncertain,"
said Standard & Poor's credit analyst Greg Pau.

S&P expects that Air Canada will need to find additional non-
operating cash resources in the coming months to maintain cash
balances sufficient to satisfy the minimum required to avoid
additional deposits, as specified in the agreement with its credit
card processor.  S&P notes from Air Canada's disclosure that it
expects to make pension funding payments totaling C$570 million in
2009, although the amount could be lower if the company is able to
obtain the relief it is seeking.  "In addition, the downgrade
reflects our view that Air Canada's financial risk profile
continued to weaken in the first quarter, reflecting continued
soft market conditions for airlines," Mr. Pau added.

S&P notes some recent successful efforts in relieving the
company's liquidity situation, including Air Canada's May 25,
2009, announcement of an agreement with a principal credit card
processor to lower the required unrestricted maintenance cash
level to C$800 million, the completion of a sales-and-leaseback
transaction on a B777 aircraft, and other financial arrangements
since the beginning of 2009.  However, Air Canada's cash balance
remained flat at C$1.087 billion as of March 31, and in S&P's view
the company's successes by themselves might not be sufficient to
alleviate its near-term liquidity challenges.

The pension funding payments totaling C$570 million in 2009 (as
indicated in the company's first-quarter 2009 Management's
Discussion And Analysis) are well in excess of S&P's forecast of
the company's 2009 operating cash flow and, if payable, could
reduce its cash balance close to the covenanted minimum cash
level.  Air Canada disclosed that it is currently seeking a
funding moratorium from staff and plan members and that the
government has proposed measures to provide relief from pension
funding requirements of affected companies.  In S&P's view, the
call on liquidity will be reduced if Air Canada is able to obtain
such relief, although at this point whether the relief will
materialize and the timing and amount of the relief remain
uncertain.

The rating action also reflects S&P's assessment of Air Canada's
financial risk profile including a reported weakening in first-
quarter 2009 because of unfavorable operating conditions in the
quarter, which include weakened passenger demand, particularly in
the higher-yield business-class and long-haul segments,
competitive pricing, and higher interest expenses due to a
weakened Canadian dollar.

The negative outlook reflects S&P's assessment of the significant
challenges S&P believes Air Canada faces in the coming months.  It
also reflects S&P's assessment that the company's financial
flexibility is constrained by what S&P see as a highly leveraged
capital structure.  Standard & Poor's could lower the rating if
there is evidence that Air Canada is unlikely to maintain a cash
balance sufficient to satisfy the minimum cash requirement in its
financial covenants or if the company indicates its intention to
seek bankruptcy protection.  S&P currently believe that a revision
of the outlook to stable is unlikely in 2009, barring an external
equity injection to address the highly leveraged capital
structure.  Such a revision could occur later assuming the company
becomes successful in its effort to shore up liquidity and if it
demonstrates its ability to improve its financial measures.


ALEXANDER KOJO: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Alexander Kojo Amuah
        8410 Chervil Road
        Lanham, MD 20706

Bankruptcy Case No.: 09-20050

Chapter 11 Petition Date: June 3, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Jonathan C. Silverman, Esq.
                  5437 Connecticut Ave., #807
                  Washington, DC 20015
                  Tel: (202) 390-1423
                  Email: jonathan.c.silverman@gmail.com

Total Assets: $2,587,900

Total Debts: $2,757,270

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

          http://bankrupt.com/misc/mdb09-20050.pdf

The petition was signed by Mr. Amuah.


AMERICAN ACHIEVEMENT: Moody's Lifts Corp. Family Rating to 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service upgraded American Achievement Group
Holding Corp.'s corporate family rating to Caa1 from Caa2 and its
probability of default rating to Caa2 from Caa3.  The upgrade is
due largely to debt reduction and improved liquidity as a result
of the company's amended Credit Agreement which provides, most
importantly, an extension of the company's revolving credit
facility (albeit at a smaller amount of $25 million) until March
2011 and more flexibility under its financial covenants.  In
addition, Moody's upgraded the AAC Group Holdings senior discount
notes to Caa2 from Caa3 and American Achievement Corporation's
senior subordinated notes to B2 from B3 also based on the Loss
Given Default methodology and changes to the capital structure
following the repayment of $28 million of the company's term loan.
The rating outlook is stable.

The ratings were upgraded:

American Achievement Group Holding Corp.

  -- Corporate Family Rating to Caa1 from Caa2

  -- Probability-of-default rating to Caa2 from Caa3

  -- $109 million (current value) Senior PIK notes due 2012 to
     Caa3 (LGD-5, 79%) from Ca

AAC Group Holding Corp.

  -- $132 million (current value) Senior discount notes due 2012
     to Caa2 (LGD-4, 51%) from Caa3 (LGD-3, 49%)

American Achievement Corporation

  -- $150 million senior subordinated notes due 2012 to B2 (LGD-2,
     19%) from B3 (LGD-2, 20%)

The ratings were affirmed.

American Achievement Corporation

  -- $25 million senior secured revolving credit facility due 2011
     at B1 (LGD-1, 2%, adjusted)

  -- $47 million senior secured term loan due 2011 at B1 (LGD-1,
     2%, adjusted)

The rating outlook is stable.

AAC's Caa1 corporate family rating reflects the company's still
very high leverage, weak coverage of total interest expense
(including non-cash holding company interest expense), small
scale, narrow product focus on yearbooks and class rings, and some
regional concentration in the Southern U.S.  Moreover, the current
economic environment constrains the company's already limited
growth prospects.  In Moody's view, there is ongoing potential for
a distressed exchange as evidenced by the amendment to the credit
agreement permitting distributions to the company's holding
companies for interest expense and debt repayment.

Notwithstanding these risks, the rating is supported by AAC's
substantial market shares in each of its niche product segments,
its high customer retention rates, good operating margins, and its
highly efficient manufacturing footprint.  The rating is further
supported by AAC's large network of exclusive independent sales
representatives and its ability to meet the high requirements of
its customers under narrow production and delivery timeframes that
serves as a competitive advantage.  Moody's also note operational
improvements following some plant rationalization and capital
investment in new presses.

Headquartered in Austin, Texas, American Achievement Corporation
is a leading provider of school-related affinity products and
services.  The company holds strong market shares in each of its
product segments -- yearbooks, class rings, and graduation
products.  Revenues for the last 12 months ended February 2009
were $306 million.

Moody's last rating action was on March 13, 2009, when Moody's
lowered American Achievement's ratings following its distressed
exchange.


ANDREW JAHELKA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Andrew Alvin Jahelka
        715 Walnut Dr #407
        Darien, IL 60561

Bankruptcy Case No.: 09-20289

Chapter 11 Petition Date: June 3, 2009

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

Debtor's Counsel: Colleen E. McManus, Esq.
                  Much Shelist
                  191 N. Wacker Drive, Suite 1800
                  Chicago, IL 60606
                  Tel: (312) 521-2000
                  Email: cmcmanus@muchshelist.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.


ASARCO LLC: Americas Mining Can Appeal Using SCC Shares as Bond
---------------------------------------------------------------
Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, in a news release said that U.S. Judge Andrew S. Hanen of the
Fifth Circuit District Court in Brownsville, Texas granted on
June 2, 2009, Grupo Mexico the right to post an alternative
financial guarantee to secure its Motion for Stay. In its opinion,
the Court said it would allow AMC to place in escrow shares of
Southern Copper Corporation stock rather than a cash bond, as was
requested by ASARCO, to secure the enforcement of any judgment at
appeal. The appeal is expected to take at least a year.

In rendering its opinion, the Court noted that requiring AMC to
post a full cash bond would "impose an undue financial burden and
that ASARCO's need for security can be satisfied by alternate
means." It further noted that ". . . if this Court were to require
AMC to post a full bond, ASARCO's creditors would be denied the
benefit of competition among three, rather than two, plans for
creditor support." This assertion underscores the Court's belief
in the feasibility of AMC's plan of reorganization since it
authorizes AMC to put shares in escrow rather than pay a full cash
bond, which would potentially impair AMC's ability to fund its
reorganization plan.

While AMC disagrees with the Court's original judgment and it is
confident that the judgment will be overturned on appeal, it is
pleased that the Court took steps to benefit the creditors by
allowing it to utilize a share escrow rather than cash.

As reported by the Troubled Company Reporter on May 22, 2009,
Americas Mining Corporation asked the U.S. District Court for the
Southern District of Texas to stay the execution of Judge Andrew
Hanen's final judgment on the transfer dispute with ASARCO LLC of
certain stock of Southern Peru Copper Company, now known as
Southern Copper Corporation, to AMC, pending the Parent's appeal
under Rule 62 of the Federal Rules of Civil Procedure.

AMC sought a stay of the Final Judgment from June 5, 2009, through
the conclusion of its appeal.  The Court previously granted a stay
of the Final Judgment through June 5.

AMC urged the Court to allow it to obtain a stay pending appeal
without the need for a full supersedeas bond covering the monetary
portion of the judgment because the value of the SCC Shares far
exceeds any possible shortfall in the ASARCO LLC bankruptcy
proceedings based on ASARCO's own disclosure statement.  Because a
return of the SCC Shares would result in payment of creditors in
full and because any excess recovery should be returned to AMC as
ASARCO's 100% equity holder, AMC should not be required to incur
the substantial costs of securing a portion of the judgment that
should only flow back to itself, asserts Brian Antweil, Esq., at
Haynes & Boone, LLP, in Houston, Texas.

AMC's request for a stay of the portion of the judgment ordering
the return of the SCC Shares must be evaluated under the four-
pronged test governing relief under Civil Rule 62(c), Mr. Antweil
contends.  He says that AMC can show that:

   (1) AMC has presented a "substantial case on the merits"
       relating to "serious legal questions," as the Court
       acknowledged in its liability opinion;

   (2) AMC would suffer irreparable harm if the stay were not
       granted, because the SCC Shares would be transferred to
       ASARCO LLC's bankruptcy estate and ASARCO would be free to
       sell, transfer, or encumber or the shares;

   (3) Granting the stay would not substantially harm ASARCO and
       its creditors because during the pendency of the appeal,
       AMC agree not to sell, transfer, or encumber the shares
       and to extend the voting restrictions contained in
       the agreed order implementing the temporary stay of
       execution; and

   (4) Granting the stay would serve and not harm the public
       interest, because the public interest favors having legal
       matters decided on the merits, particularly in the present
       case where there exists numerous issues of first
       impression or upon which courts had not clearly spoken.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASBURY AUTOMOTIVE: GM Ch 11 Filing Won't Affect Moody's Rating
--------------------------------------------------------------
Moody's Investors Service said that the June 1, 2009 bankruptcy
filing by General Motors has no immediate impact on the ratings
and outlooks for the auto retailers rated by Moody's.

These are the rated Auto Retailers:

-- Asbury Automotive Group Inc.
-- AutoNation, Inc.
-- Group 1 Automotive, Inc.
-- Penske Automotive Group, Inc.
-- Sonic Automotive Group, Inc.

The last rating action for Asbury Automotive Group, Inc., was the
March 25, 2009 downgrade of the Corporate Family and Probability
of Default ratings to B2 from B1 and the assignment of a negative
outlook.

The last rating action for AutoNation, Inc., was the December 5,
2008 affirmation of the Ba1 Corporate Family and Probability of
Default ratings, and a change in the outlook to negative from
stable.

The last rating action for Group 1 Automotive, Inc., was the
March 20, 2009 downgrade of the Corporate Family and Probability
of Default ratings to B1 from Ba3 and assignment of a negative
outlook.

The last rating action for Penske Automotive Group was on
March 25, 2009, when the company's Corporate Family Rating was
downgraded to B2 from B1.

The last rating action for Sonic Automotive Holdings, Inc., was
the May 21, 2009 downgrade of the Corporate Family rating to Caa1
from B2, the upgrade of the Probability of Default rating to Caa1
from Caa3, and assignment of a negative outlook.


AUTONATION INC: GM Ch 11 Filing Won't Affect Moody's Rating
-----------------------------------------------------------
Moody's Investors Service said that the June 1, 2009 bankruptcy
filing by General Motors has no immediate impact on the ratings
and outlooks for the auto retailers rated by Moody's.

These are the rated Auto Retailers:

-- Asbury Automotive Group Inc.
-- AutoNation, Inc.
-- Group 1 Automotive, Inc.
-- Penske Automotive Group, Inc.
-- Sonic Automotive Group, Inc.

The last rating action for Asbury Automotive Group, Inc., was the
March 25, 2009 downgrade of the Corporate Family and Probability
of Default ratings to B2 from B1 and the assignment of a negative
outlook.

The last rating action for AutoNation, Inc., was the December 5,
2008 affirmation of the Ba1 Corporate Family and Probability of
Default ratings, and a change in the outlook to negative from
stable.

The last rating action for Group 1 Automotive, Inc., was the
March 20, 2009 downgrade of the Corporate Family and Probability
of Default ratings to B1 from Ba3 and assignment of a negative
outlook.

The last rating action for Penske Automotive Group was on
March 25, 2009, when the company's Corporate Family Rating was
downgraded to B2 from B1.

The last rating action for Sonic Automotive Holdings, Inc., was
the May 21, 2009, downgrade of the Corporate Family rating to Caa1
from B2, the upgrade of the Probability of Default rating to Caa1
from Caa3, and assignment of a negative outlook.


AXS-ONE INC: Inks Amendment to Promissory Notes and Rights Deal
---------------------------------------------------------------
AXS-One Inc. entered into an omnibus amendment to certain
promissory notes and investor rights agreements with certain other
investors.

The Omnibus Amendment serves to:

  (i) extend the maturity date of each of the Company's Series A
      6% Secured Convertible Promissory Notes, Series B 6% Secured
      Convertible Promissory Notes, Series C 6% Secured
      Convertible Promissory Notes, Series D 6% Secured
      Convertible Promissory Notes, and Series E 6% Secured
      Convertible Promissory Notes from May 29, 2009, to July 31,
      2009; and

(ii) amend the existing registration rights provided to the
      purchasers of the Subordinated Notes to extend the required
      filing date for a registration statement to register the
      shares underlying the Subordinated Notes and the warrants
      issued in connection with it, from May 29, 2009, to
      July 31, 2009.

A full-text copy of the Omnibus Amendment to Certain Promissory
Notes and Investor Rights Agreements among AXS-One Inc. and
certain investors is available for free at:

               http://ResearchArchives.com/t/s?3d8a

Headquartered in Rutherford, New Jersey, AXS-One (OTC BB: AXSO)
-- http://www.axsone.com/-- provides Records Compliance
Management software solutions.  The AXS-One Compliance Platform
enables organizations to implement secure, scalable and
enforceable policies that address records management for corporate
governance, legal discovery and industry regulations such as
SEC17a-4, NASD 3010, Sarbanes-Oxley, HIPAA, The Patriot Act and
Gramm-Leach Bliley.  AXS-One has offices worldwide including in
the United States, Australia, Singapore, United Kingdom and South
Africa.

AXS-One Inc.'s balance sheet at September 30, 2008, showed total
assets of $4.8 million, total liabilities of $18.2 million and
shareholders' deficit of $13.4 million.


BANK OF AMERICA: Names New Chief Risk Officer Amid Merrill Probe
----------------------------------------------------------------
Bank of America CEO and President Kenneth D. Lewis has named
Gregory L. Curl as Chief Risk Officer for the Company, responsible
for working with the Company's lines of business to identify and
navigate credit, market, and operational risks.

Mr. Curl has had several roles in corporate development since 1997
and most recently has been Global Corporate Strategic Development
and Planning executive.  He will continue to be a member of the
Management Committee.  Mr. Lewis said that Mr. Curl will bring a
valuable perspective to risk management based on his years of
analyzing companies and markets for corporate development.

"Greg has that natural ability to look at things, see both the
upside and the potential pitfalls and then navigate the right
course," Mr. Lewis said.

Mr. Curl started his career in 1974 in St. Louis with Boatmen's
Bancshares as a commercial loan officer.  From 1976 to 1978, he
served as a special assistant to U.S. Senator John C. Danforth.
He returned to the bank in 1978 and continued to serve in many
capacities, including Vice Chairman and Chief Operating Officer of
Boatmen's.  Since 1996 he has served in several capacities at Bank
of America including Vice Chairman of Corporate Development and
Global Corporate Planning and Strategy executive since 2001.

Mr. Curl received a bachelor's degree in political science from
Southwest Missouri State University and a master's degree in
government from the University of Virginia.  He was named a
Woodrow Wilson Fellow in 1970 and was a Philip Dupont Scholar and
a McIntire Fellow at the University of Virginia.  He served as a
naval officer in the Mediterranean and the Middle East from 1970
to 1974.

Mr. Curl is a director of the Jefferson Scholars Foundation,
University of Virginia, The Enstar Group, Inc., Grupo Financiero
Santander Serfin, and China Construction Bank.

Mr. Curl will succeed Amy Woods Brinkley as Chief Risk Officer
effective June 30 following a transition period.  Ms. Brinkley
will remain with the Company until her retirement this year.
Thereafter, she will voluntarily serve on BofA's charitable board
continuing her long-standing commitment to the communities served
by the bank.

Prior to her current role, Ms. Brinkley served as president of
Consumer Products, a business group then composed of Card
Services, Consumer Finance, the Consumer Real Estate, Community
Development and Consumer e-Commerce, and Insurance.  She has also
previously served as the Company's principal marketing executive.

Ms. Brinkley joined BofA in 1978 as a management trainee in the
Commercial Credit Department.  She became a corporate banking
officer in the Asia Pacific area of the International Division and
then a commercial banker in Greensboro, N.C.  She established a
Consumer Credit Policy function in 1987 to oversee the credit
issues of the company's consumer portfolio, including credit card,
residential mortgages and direct and indirect consumer loans.  Ms.
Brinkley was promoted to executive vice president and senior
Consumer Credit Policy executive in 1990.

Dan Fitzpatrick and Michael R. Crittenden at The Wall Street
Journal relate that Ms. Brinkley, along with director Robert
Tillman, is leaving BofA as Mr. Lewis prepares to testify before
U.S. lawmakers on the circumstances surrounding the recent
acquisition of securities firm Merrill Lynch & Co.  According to
WSJ, Reps. Edolphus Towns and Dennis Kucinich asked Mr. Lewis to
appear before the House Committee on Oversight and Government
Reform to address:

     -- when BofA became aware of deteriorating conditions at
        Merrill Lynch,

     -- what role the federal government played in the decision to
        complete the deal, and

     -- what BofA has done with its federal financial assistance.

Investigators are seeking possible discrepancies between Mr.
Lewis's public statements, his testimony to New York Attorney
General Andrew Cuomo, and what he told BofA's board, WSJ states,
citing people familiar with the matter.

                     About Bank of America

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

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

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

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


BELLE TERRE GOLF: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Belle Terre Golf, LLC
        111 Fairway Dr.
        La Place, LA 70068

Bankruptcy Case No.: 09-11655

Chapter 11 Petition Date: June 3, 2009

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

Judge: Elizabeth W. Magner

Debtor's Counsel: Louis Middleton Phillips, Esq.
                  Gordon, Arata, et al, L.L.P.
                  301 Main Street, Suite 1600
                  Baton Rouge, LA 70801-1916
                  Tel: (225) 381-9643
                  Fax: (225) 336-9763
                  Email: lphillips@gordonarata.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/laeb09-11655.pdf

The petition was signed by Timothy A. Duhe, manager of the
Company.


CAPITAL GROWTH: Valuation Matters Cues Yearend Report Filing Delay
------------------------------------------------------------------
Capital Growth Systems, Inc., disclosed in a filing with the U.S.
Securities and Exchange Commission it has not filed a Form 10-K
for the year ended December 31, 2008, at the present time.

Capital Growth says the delay in the Form 10-K filing is
attributable to its need to get proper accounting treatment for
complex issues associated with valuation of the embedded
derivative features with respect to certain of the debt
instruments it issued in 2007 and 2008.  These valuation issues do
not impact cash of the Company and are associated with, inter
alia, how much of the face amount of the instruments should be
accorded to the value of the embedded derivative features.  It
must be further noted that all of the applicable debt instruments
that were issued in 2007 have since been either paid off or
converted to common stock.

On April 16, 2009, the Company received an OTC Bulletin Board
Delinquency Notification stating that it is delinquent with
respect to the filing of its Annual Report on Form 10-K for the
year ended December 31, 2008.  The Notification stated that
pursuant to OTCBB Eligibility Rule 6530, unless the delinquent
filing has been received and time stamped by the SEC's EDGAR
system by 5:30 pm on May 18, 2009, the securities of the
registrant would not be eligible for quotation on the OTCBB and
would be removed effective May 18, 2009.

On May 13, 2009, the Company filed a notice of appeal of the
outside date for the delisting qualification with the Financial
Industry Regulatory Authority.

In the event the Company is unsuccessful in its appeal with FINRA,
trading in the Company's Common Stock may be moved to the pink
sheets.   The Company intends to complete and file its Form 10-K
for the year ended December 31, 2008, and its Form 10-Q for the
quarter ended March 31, 2009, soon as it is able to do so.  In the
event that at the time its stock is trading in the pink sheets, it
intends to apply for reinstatement of trading on the OTCBB as
promptly as reasonably practical.

                  About Capital Growth Systems

Based in Chicago, Illinois, Capital Growth Systems Inc. (OTC BB:
CGSY) doing business as Global Capacity Group Inc., delivers
telecom integration services to systems integrators,
telecommunications companies, and enterprise customers worldwide.
It provides an integrated supply chain management system that
streamlines and accelerates the process of designing, building,
and managing customized communications networks.  The Company also
provides connectivity services for network integrators who bundle
telecommunication solutions to enterprise customers; offers global
pricing and quotation software and management services for data
communications; and assists customers to reduce connectivity costs
and attain understanding and control of their deployed
communications network.

                       Going Concern Doubt

Plante & Moran, PLLC, in Elgin, Illinois, expressed substantial
doubt about Capital Growth Systems Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended December 31, 2007.  The auditing
firm pointed to the company's recurring losses, negative cash
flows from operations and net working capital deficiency.

Capital Growth Systems, Inc., posted a $6,236,000 net loss for the
three months ended September 30, 2008.

As of September 30, 2008, the company's balance sheet showed total
assets of $34,820,000 and total liabilities of $60,411,000,
resulting in total shareholders' deficit of $25,591,000.


CAPITAL GROWTH: Receives Covenant Violation from ACF CGS
--------------------------------------------------------
Capital Growth Systems, Inc., disclosed in a filing with the U.S.
Securities and Exchange Commission that it received from ACF CGS,
L.L.C., as agent, formal notification of certain covenant
violations that have occurred and continue to exist under a Loan
Agreement dated Nov. 19, 2008, among Capital Growth, Global
Capacity Group, Inc., Centrepath, Inc., 20/20 Technologies, Inc.,
20/20 Technologies I, LLC, Nexvu Technologies, LLC, Capital Growth
Acquisition, Inc., Vanco Direct USA, LLC, to be known as Global
Capacity Direct, LLC, and Magenta netLogic Limited, with ACF CGS
and certain lender parties.

Capital Growth and the other borrowers aver that they have timely
paid all their debt service obligations under the Loan Agreement.

On May 22, 2009, Magenta netLogic, as Agent, notified Capital
Growth that these covenant violations have occurred and continue
to exist under the Loan Agreement, by virtue of Borrowers' failure
to comply with these sections of the Loan Agreement:

  (i) Fixed Charge Coverage Ratio for the five months ended
      March 31, 2009;

(ii) Leverage Ratio for the five months ended March 31, 2009;

(iii) Monthly Recurring Circuit Revenue for the month ended
      March 31, 2009; and

(iv) Monthly Recurring Circuit Margin for the month ended
      March 31, 2009.

ACF CGS, as agent, is not requiring at this time all accrued PIK
Interest to be due and payable in cash pursuant to the Loan
Agreement.  Furthermore, the Company and Agent are in the process
of negotiating the terms of a prospective continuation of the
credit facility.  ACF CGS and the Lenders, however, have not
waived and expressly reserve all their rights, powers, and
remedies under the Loan Agreement and the related loan documents.

                           Loan Agreement

The Loan Agreement provides for a senior secured term loan of
$8.5 million, subject to an increase in availability of up to an
additional $2 million, upon the approval of the Lenders and the
Company.  The Borrowers granted to the Agent and Lenders a
security interest in substantially all of their assets and a
collateral pledge of all of the Company's subsidiaries' Common
Stock or limited liability company interests.  The Term Loan is
evidenced by a Term Note bearing interest at a rate equal to the
prime rate of interest, as defined, plus 14% per annum payable
monthly, with 5% of that rate to be capitalized, compounded, and
added to the unpaid principal amount of the Term Loan.

The Loan Agreement contains a number of financial covenants that
the Company must maintain, including a minimum debt to EBITDA
ratio, a minimum cash balance, a minimum margin from the Company's
circuit business, and others.  Under the Loan Agreement, the
Company is required to provide the Agent with a monthly income
statement regarding the Company's circuit business, a monthly
statement regarding the collateral securing the Term Loan, and a
monthly summary of the balance on its accounts receivable with its
largest customer.  The Company must also provide to the Agent all
federal tax returns filed by the Company as well as all reports
filed with the SEC.

Under the Term Loan Agreement, the Company and its subsidiaries
may not, among other things:

   (i) merge or consolidate with any other person, or purchase all
       or substantially all of the assets of any other person, or
       sell, transfer, lease, abandon, or otherwise dispose of a
       substantial portion of its assets or any of the collateral
       pledged to the Agent, or any interest, except that so long
       as no default has occurred and is continuing, each Borrower
       may make sales of its inventory in the ordinary course of
       business;

  (ii) incur any indebtedness or liens on its assets except for
       indebtedness and liens incurred as a result of the issuance
       of the November Debentures, the Amended March Debentures,
       and the Seller Debenture, and purchase money financing not
       to exceed an agreed upon limit;

(iii) pay any dividends or repurchase any of its stock, or make
       payments on the November Debentures, the Amended March
       Debentures, and the Seller Debenture, except as permitted
       by the Senior Lender Intercreditor Agreement;

  (iv) make any loans or advances to or extend any credit to any
       person, except for certain permitted investments and
       certain intercompany advances to the Company's Magenta
       netLogic subsidiary, or create any new subsidiary or make
       loans to, transfer any money or other assets to, or
       otherwise invest in any subsidiary unless the subsidiary is
       or becomes a party to the Loan Agreement;

   (v) make capital expenditures in excess of $1 million in any
       fiscal year, determined on an aggregate basis;

  (vi) increase the total compensation paid to certain members of
       the Company's management by more than 5% per year;

(vii) amend or modify the Purchase Agreement, or any of the
       Company's or any subsidiary's charter documents, or the
       Debentures;

(viii) enter into new capital leases in excess of $500,000 in the
       aggregate;

  (ix) settle or compromise its largest customer's receivable; or

   (x) use the proceeds of the Term Loan other than for the
       acquisition of Vanco Direct or for working capital
       purposes.

An event of default occurs under the Loan Agreement when, among
other things:

   (i) the Company fails to pay amounts due under the Loan
       Agreement when due;

  (ii) the Company breaches any covenant or fails to perform any
       agreement required under the Loan Agreement;

(iii) a breach of any representation or warranty made in the Loan
       Agreement;

  (iv) any event of default will occur under the Debentures or any
       other agreement for borrowed money for an amount in excess
       of $100,000 or with respect to material real estate leases;

   (v) the suspension of the operation of any subsidiary's or the
       Company's present business;

  (vi) the Company or any subsidiary becomes insolvent, or a
       proceeding is instituted by or against it alleging that the
       Company or the subsidiary is insolvent or unable to pay
       debts as they mature, or a petition under any provision of
       the Bankruptcy Code, as amended, is filed by or against the
       Company or any subsidiary;

(vii) entry of any judgment in excess of $100,000 against the
       Company or any subsidiary;

(viii) transfer of a substantial part of the property of the
       Company or any subsidiary or the sale, transfer, or
       exchange, either directly or indirectly, of a controlling
       interest of the Company or any subsidiary to a third
       person;

  (ix) if there are certain changes in management of the Company
       or any subsidiary and the change is not approved by the
       Agent;

   (x) the occurrence of any act, omission, event, or circumstance
       which has or could reasonably be expected to have a
       material adverse effect;

  (xi) if the Final Closing will have not occurred within 91 days
       after the funding of the Term Loan; or

(xii) the transfer of Licenses necessary to operate in the states
       of California, Tennessee, and Pennsylvania has not been
       approved within 90 days from the date of the Term Loan
       Agreement.

                       November Debentures

Pursuant to the November Securities Purchase Agreement, the
Company completed a private placement effective as of the closing
date of $9,025,000 of securities with a limited number of
investors.

The November Debentures provide that holders can accelerate the
related indebtedness in the event of the occurrence of an Event of
Default and failure to cure within the applicable cure period, if
any.  Events of Default include:

   (i) the breach by the Company of any of its obligations
       pursuant to the November Debentures or any of the other
       transaction documents or any other material agreement to
       which the Company is a party;

  (ii) any representation or warranty being untrue or incorrect at
       the time made in any material respect;

(iii) certain insolvency events with respect to the Company or
       material subsidiaries, or defaults with respect to any
       mortgage, credit agreement, or other facility which
       involves an obligation in excess of $150,000;

  (iv) cessation of listing of the Company's Common Stock for five
       consecutive trading days;

   (v) a "change of control" transaction;

  (vi) mergers or consolidations where shareholders of the Company
       immediately prior to the transaction hold less than 60% of
       the aggregate voting power of the Company or successor
       after the transaction;

(vii) sales of substantially all of the assets of the Company to
       a purchaser of which the shareholders of the Company prior
       to the transaction own less than 60% of the voting power of
       the acquiring entity;

(viii) a replacement over a three-year period of over half of the
       members of the Company's board of directors where the
       replacement directors were not approved by a majority of
       the current directors or directors that were duly approved
       by the persons;

  (ix) failure to meet the public reporting requirements of the
       Company under Rule 144;

   (x) failure to timely deliver stock certificates;

  (xi) loss of eligibility of the Common Stock for trading on its
       trading market;

(xii) the Company will agree to sell all or substantially all of
       its assets or be party to a Fundamental Transaction or a
       Change in Control Transaction; and

(xiii) the entering against the Company of any monetary judgment
       for more than $50,000 which remains unvacated, unbonded, or
       unstayed for a period of 45 days.

               March Amended and Restated Debentures

Pursuant to the Waiver Agreement, the holders of $16 million of
original principal amount of the March Debentures agreed to
exchange their March Debentures for amended and restated March
Debentures maturing March 11, 2015, convertible into Common Stock
at $0.24 per share in which the remainder of the interest that
would have accrued under their March Debentures, plus the sum of
25% of their original principal amount, plus all liquidated
damages accruing with respect to the original registration rights
agreement will be added to the principal amount of the Tranche 1
Amended March Debentures.

The Senior Lender Intercreditor Agreement contains certain
conditions to the cash payment of the quarterly redemption
amounts.  To the extent the Company fails to satisfy those
conditions, the Tranche 1 Amended March Debenture holders at their
election can either accept payment of the amount with Common Stock
valued at 90% of the volume weighted average price for a
designated ten-day period prior to each payment or in the
alternative, accrue the unpaid portion with interest until
maturity.  Many of the remaining terms of the March Debentures
were embodied in the Tranche 1 Amended March Debentures, which
include the right to convert the principal amount of the
debentures to Common Stock, provided that the Add-on Principal
amount is not convertible until the Authorized Share Increase, due
to the current lack of sufficient authorized Common Stock to
guarantee the issuance of the maximum number of shares issuable.

With respect to two affiliated holders of March Debentures, who as
of Nov. 20, 2008, held in the aggregate approximately $2,459,160
of principal amount of March Debentures, the Company agreed,
effective as of the closing, to exchange their March Debentures
for new debentures which mirror the Tranche 1 Amended March
Debentures except that:

   i) the Add-on amount for the Tranche 2 Amended March Debentures
      will be limited to the liquidated damages amount accrued for
      failure to have the registration statement declared
      effective on a timely basis plus the legal fees incurred by
      the holders in negotiation and documentation of the revised
      transactions; and

  ii) at the closing, the Company agreed to make a one-time
      payment of all interest accruing or scheduled to accrue with
      respect to the corresponding original March Debentures, in
      satisfaction of all interest accruing on the debentures.

As of May 29, 2009, none of the November Debenture holders or the
Tranche 1 or Tranche 2 Amended March Debenture holders has
declared a default.  Furthermore, in the event of a default, the
Lenders may block any payments related to the default for up to
180 days, depending upon the nature of the default, repayment, and
satisfaction of the Lender debt and other factors.

                   About Capital Growth Systems

Based in Chicago, Illinois, Capital Growth Systems Inc. (OTC BB:
CGSY) doing business as Global Capacity Group Inc., delivers
telecom integration services to systems integrators,
telecommunications companies, and enterprise customers worldwide.
It provides an integrated supply chain management system that
streamlines and accelerates the process of designing, building,
and managing customized communications networks.  The Company also
provides connectivity services for network integrators who bundle
telecommunication solutions to enterprise customers; offers global
pricing and quotation software and management services for data
communications; and assists customers to reduce connectivity costs
and attain understanding and control of their deployed
communications network.

                       Going Concern Doubt

Plante & Moran, PLLC, in Elgin, Illinois, expressed substantial
doubt about Capital Growth Systems Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended December 31, 2007.  The auditing
firm pointed to the Company's recurring losses, negative cash
flows from operations and net working capital deficiency.

Capital Growth Systems, Inc., posted a $6,236,000 net loss for the
three months ended September 30, 2008.

As of September 30, 2008, the company's balance sheet showed total
assets of $34,820,000 and total liabilities of $60,411,000,
resulting in total shareholders' deficit of $25,591,000.


CARAUSTAR INDUSTRIES: 1st Day Motions Okayed, Stocks Delisted
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
approved Caraustar Industries, Inc.'s first day motions to, among
other things, pay prepetition general unsecured claims in the
ordinary course of business, in connection with its voluntary
restructuring under Chapter 11.

Caraustar reached agreement with holders of approximately 83% of
its 7-3/8% Senior Notes maturing June 1, 2009, and 91% of its
7-1/4% Senior Notes maturing May 1, 2010, on the terms of a
cooperative financial restructuring that would reduce the
company's debt obligations by approximately $135 million.

The Court also granted permission for the company to pay
prepetition employee wages and salaries, to make contributions to
the 401(k) and other employee benefit plans, and to reimburse
employees for their pre-petition business expenses.

"Having received approval of our first-day motions so quickly sets
Caraustar on strong footing as we move towards completing our
recapitalization," Caraustar's president and chief executive
officer, Michael J. Keough, stated.  "This action by the Court
will be well received by our employees, customers and suppliers."

In addition, the court approved use of the company's existing cash
management system and substantially all of its existing bank
accounts.  The Court also authorized the immediate use of up to
$25 million of the $75 million senior secured debtor-in-possession
revolving credit facility from General Electric Capital
Corporation which will allow the company the support required to
fund operations, pay employees' wages and benefits, and purchase
goods and services during the restructuring period.

"The approval of our DIP financing and the Court's permission to
pay pre-petition general unsecured claims in the ordinary course
of business means that our trade creditors will continue to be
paid, and as a result, we expect to assure continuity of supply to
our customers."

The company also received a "Staff Determination" notification
from Nasdaq that its equity securities will be delisted from The
Nasdaq Stock Market.  The decision was based upon Nasdaq's
Marketplace Rules 5100, 5110(b) and IM-5100-1, and was made after
reviewing the company's press release that it had filed for
protection under Chapter 11 of the U.S. Bankruptcy Code and other
publicly available information.  Trading of the company's common
stock on the Nasdaq Stock Market will be suspended at the opening
of business on June 11, 2009.  Nasdaq will file a Form 25-NSE with
the U.S. Securities and Exchange Commission, which will remove the
securities from listing and registration.  The Company does not
plan to appeal the Staff Determination.  These securities will not
be immediately eligible to trade on the OTC Bulletin Board or in
the Pink Sheets, but may become eligible if a market maker makes
application to register in and quote the securities in accordance
with Securities and Exchange Commission Rule 15c2-11, and such
application is cleared.

The Company and its domestic subsidiaries filed voluntary Chapter
11 petitions along with a pre-negotiated Plan of Reorganization in
the United States Bankruptcy Court for the Northern District of
Georgia on May 31, 2009.  The cases will be jointly administered
and the main case has been assigned case number 09-73830.

                  About Caraustar Industries, Inc.

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.


CHENIERE ENERGY: Don A. Turkleson Resigns as Senior Vice President
------------------------------------------------------------------
Cheniere Energy Inc. disclosed in a filing with the Securities and
Exchange Commission that Don A. Turkleson resigned as senior vice
president of the Company effective May 29, 2009.

Mr. Turkleson will continue to serve as a director of Cheniere
Energy Partners GP, LLC, a subsidiary of the Company and the
general partner of Cheniere Energy Partners, L.P.

Based in Houston, Texas, Cheniere Energy Inc. (AMEX: LNG) --
http://www.cheniere.com/-- is developing a network of three LNG
receiving terminals and related natural gas pipelines along the
Gulf Coast of the United States.  Cheniere is pursuing related
business opportunities both upstream and downstream of the
terminals.  Cheniere is also the founder and holds a 30.0% limited
partner interest in a fourth LNG receiving terminal.

Cheniere reported a net loss of $67.4 million for the third
quarter of 2008 compared with a net loss of $53.5 million during
the corresponding period in 2007.

For nine months ended September 30, 2008, the Company reported net
loss of $249.6 million compared with net loss of $129.1 million
for the same period in the previous year.

Unrestricted cash and cash equivalents at September 30, 2008, was
$128.3 million of which the majority was held by Cheniere.
Cheniere estimates remaining cash expenditures for the Creole
Trail pipeline to be $11.0 million from October 2008 through
completion.

At September 30, 2008, the company's balance sheet showed total
assets of $3.0 billion and total liabilities of $3.5 billion,
resulting in a stockholders' deficit of $527.1 million.


CHRYSLER LLC: Executives, Dealers Go Head to Head Before Senate
---------------------------------------------------------------
Josh Mitchell at The Wall Street Journal reports that General
Motors Corp. and Chrysler LLC top executives defended their
planned dealer cuts before the Senate Commerce Committee on
Wednesday.

WSJ quoted GM CEO Frederick Henderson as saying, "This is our last
chance to get it right, to fix permanently those parts of the
business that have diverted us from consistently building winning
cars and trucks and the consumer experience to match."

Chrysler President Jim Press, WSJ relates, said, "There's not
enough business for the number of dealers Chrysler has today given
that we have less than two-thirds of our former sales volume."

According to WSJ, dealers told the Senate Commerce Committee that
the closings won't produce the cost savings claimed by GM and
Chrysler, and that the move was being made hastily and without
regard to state franchise laws that require manufacturers to
compensate affected dealers.  WSJ quoted Committee chairperson
John D. Rockefeller IV as saying, "I honestly don't believe that
companies should be allowed to take taxpayer funds for a bailout
and then leave it to local dealers and their customers to fend for
themselves with no real plan, with no real notice, with no real
help."

WSJ states that the Commerce Committee's top Republican, Kay
Bailey Hutchison, threatened in May to hold up a war-funding bill
due to the dealer closings.

The panel would push for hearings on how the funds are being used
to help car makers, WSJ says, citing Rep. Jeb Hensarling, a member
of the congressional panel that oversees TARP.

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: Creditors Object to Daimler-PBGC Term Sheet
---------------------------------------------------------
The Timken Company and Superior Industries Industrial, Inc., join
and support the objections filed by filed by GETRAG Transmission
Manufacturing LLC and GETRAG Getriebe-Und Zahnradfabrik Hermann
Hagenmeyer GmbH & Cie KG, the Committee of Chrysler Affected
Dealers, and the Official Committee of Unsecured Creditors against
Chrysler LLC and its debtor-affiliates' request for authority to
enter into a settlement on the terms set forth in the "Daimler
PBGC Binding Term Sheet," dated as of April 27, 2009, among
Chrysler LLC; Chrysler Holding, LLC; Daimler AG; the DC
Contributors; Cerberus investors CG Investment Group, LLC, and CG
Investor, LLC; and the Pension Benefit Guaranty Corporation.

GETRAG Transmission Manufacturing LLC and GETRAG Getriebe-Und
Zahnradfabrik Hermann Hagenmeyer GmbH & Cie KG hold claims against
Chrysler LLC valued at more than $500 million.  GETRAG's lawyer,
Frank W. DiCastri, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, contends that through the request, the Debtors are
seeking to strip creditors of potentially valuable rights and
claims against non-Debtor entities.  He argues that the request's
proposed release fails to adequately protect the interests of
creditors with potentially valuable claims.

The Committee of Chrysler Affected Dealers asserts that the
request along with others are a series of integrated requests for
relief that, by the Debtors' own admissions, are designed and
intended to facilitate the transfer of substantially all of the
Debtors' assets to New CarCo Acquisition LLC, pursuant to a Master
Transaction Agreement, dated as of April 30, 2009, and certain
related documents.  The Dealer Committee argues that because the
requests are in furtherance of an impermissible sub rosa plan of
reorganization, they must be denied.

The Official Committee of Unsecured Creditors relates that from
its review of an initial draft of the Release contemplated in the
Term Sheet, the Creditors Committee understands that the Release
will provide the Released Parties with a global and far reaching
release of all claims held by the parties -- including a release
of claims held by the Debtors against Daimler and certain
affiliates, and Cerberus and certain affiliates.  The Creditors
Committee generally believes that the concessions obtained under
the Term Sheet are beneficial to the Debtors' unsecured creditors.
At the same time, however, the Creditors Committee is aware that
to discharge its fiduciary duty to general unsecured creditors, it
must sufficiently investigate whether the concessions obtained
from the Released Parties warrant the releases granted to the
parties.

               Daimler-PBGC Binding Term Sheet

As reported by the Troubled Company Reporter on May 21, 2009, the
Daimler PBGC Binding Term Sheet provides, among other things,
that:

  (a) Daimler will forgive all of its outstanding loan of $1.5
      billion to the Debtors under the Second Lien Credit
      Agreement, and Cerberus will forgive all of its
      outstanding loan of $500 million to the Debtors under the
      Second Lien Credit Agreement;

  (b) Daimler will forgive its outstanding $400 million loan to
      Chrysler Holding's subsidiary; and

  (c) Daimler will make scheduled cash contributions of $600
      million over a two-year period for the benefit of the
      Chrysler Pension Plans to reduce shortfalls in the funding
      of the plans, and it will amend the PBGC Guaranty to
      reduce the amount to $200 million and continue the amended
      guaranty after the plans are assigned to New Chrysler, or
      the New CarCo Acquisition LLC, pursuant to the Fiat
      Transaction.  These payments and continuing guaranty will
      be made in lieu of any other obligation to contribute to
      the Chrysler Pension Plans.

A full-text copy of the summary of the Daimler PBGC Binding Term
Sheet is available for free at:

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

                         About Chrysler

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Offers Five-Year, No Interest Loans Through GMAC
--------------------------------------------------------------
Mike Ramsey at Bloomberg News reports that Chrysler LLC has begun
offering five-year, no-interest loans on some models in its first
effort to use new lender GMAC LLC for incentives.

Citing Chrysler's volume planning vice president Mike Keegan,
Bloomberg relates that Chrysler dealers now have access to retail
financing through GMAC, as part of the Company's bankruptcy, and
62% have lines of credit to purchase wholesale inventory.
According to Bloomberg, the financing was disclosed on June 3 and
runs through July 1.  It is an alternative to rebates of as much
as $6,000 for customers who purchase through certain credit unions
and already own a Chrysler vehicle, Bloomberg relates.

"When I look at what we have in inventory, we will be fine through
the month of June," Bloomberg quoted Chrysler sales chief Steven
Landry as saying.  Bloomberg, citing Mr. Landry, states that
production isn't set to resume until late June.

The deal -- "Zero percent financing for 60 months through GMAC
Financial Services on select 2009 model vehicles, or up to $4,000
Consumer Cash on 2009 model vehicles.  In addition, current
Chrysler LLC vehicle owners are eligible for $1000 Owner Loyalty
cash on select 2008 and 2009 Chrysler, Jeep and Dodge vehicles.
These offers are in addition to the $1000 Credit Union Bonus Cash
on select products for qualified credit union members who finance
their new vehicle purchase through a participating Credit Union
under the Invest in America program.  These incentives are valid
through July 1, 2009."

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: Vehicle Owners to Retain Rights to Compensation
-------------------------------------------------------------
Attorney General Bill McCollum said that drivers who own Chrysler,
Dodge, and Jeep vehicles will retain their Lemon Law rights to
compensation for defects under a deal between U.S. states and
Chrysler LLC's new owners, The Associated Press reports.

Under Florida's Lemon Law, manufacturers must repurchase or
replace defective cars and trucks that haven't been fixed after a
reasonable number of tries.  According to The AP, Mr. said that he
and other state attorneys general negotiated the national
agreement with Fiat Group SpA before the company takes over
Chrysler.  Mr. McCollum, The AP relates, also asked Chrysler to
honor a Florida law that requires automakers to buy back vehicles
and parts when they terminate dealer franchises.  Mr. McCollum has
filed a motion with the bankruptcy court opposing efforts to
override the state laws.

In a news release dated June 2, 2009, Attorney General Richard
Blumenthal said that Fiat, when it officially takes control of
Chrysler's assets, has agreed to honor state lemon laws that
protect consumers who may have already purchased defective
vehicles.  Mr. Blumenthal, in coordination with Department of
Consumer Protection (DCP) Commissioner Jerry Farrell, Jr.,
raised objections in bankruptcy court after Fiat refused to
affirmatively agree to honor state lemon laws, or assume product
liability, for existing vehicles.  In a proposed order by the
bankruptcy court, Fiat has agreed to honor rights consumers had
under the former Chrysler owners to obtain a refund or replacement
vehicle pursuant to the lemon law.

Meanwhile, Mr. Blumenthal is considering steps to continue the
battle to prevent Fiat from escaping product liability for
Chrysler vehicles.  Fiat is seeking to escape product liability,
which would leave countless Chrysler consumers unprotected and
unable to fully pursue claims in court related to defective
vehicles, including those severely injured because of defective
vehicles.  Connecticut's lemon law, like those of many other
states, provides additional protection, beyond the manufacturer's
warranty, to consumers who purchase defective new vehicles that
could not be fixed after a certain number of attempts.  "We have
turned a lemon law fight into legal lemonade -- winning an
agreement that requires Fiat to honor Connecticut's lemon law,
providing refunds or replacement cars to consumers with defective
vehicles," Blumenthal said.  "We cautiously celebrate this victory
because the battle to protect consumers must continue vigorously
in bankruptcy court.  My office will consider steps to fight for
Fiat to accept product liability for defective vehicles,
particularly when defects cause serious injury.  To establish
trust and confidence with future consumers -- and treat them
fairly -- Fiat must accept accountability, as well as assets from
Chrysler. I hope that Fiat will acknowledge product liability --
establishing itself as a good corporate citizen."

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)


CITGO PETROLEUM: Fitch Affirms Issuer Default Rating at 'BB-'
-------------------------------------------------------------
Fitch Ratings has affirmed the current ratings of CITGO Petroleum
Corporation but revised the company's Outlook to Negative from
Stable.

Fitch has affirmed these ratings for CITGO:

  -- Issuer Default Rating at 'BB-';
  -- Senior Secured Credit Facility at 'BBB-';
  -- Secured Term Loan at 'BBB-';
  -- Fixed-Rate Industrial Revenue Bonds at 'BBB-'.

The Rating Outlook is Negative.

CITGO's ratings are supported by the size and complexity of
CITGO's three refineries, which total 749,000 bpd of crude
distillation capacity and can process a high percentage of lower-
cost heavy, sour crude; the strength of the collateral underlying
CITGO's secured facilities, which includes its two Gulf Coast
refineries plus related working capital accounts; and existing
covenant protections for secured lenders, which include limits on
distributions to the parent funded from asset sales, a debt-to-
capitalization covenant, and an interest coverage covenant.

Downsides affecting the rating are significant and include:

  -- Ongoing deferral of capex linked to ultra low sulfur diesel
     projects at the Corpus Christi, Texas and Lemont, Illinois
     refineries (these refineries are now expected to be out of
     compliance with on-road Ultra Low Sulfur Diesel requirements
     beyond the June 1, 2010 deadline);

  -- A high debt-to capitalization ratio (54.3% on March 31, 2009,
     versus a bank covenant limit of 55%);

  -- Low liquidity (approximately $352 million in liquidity
     available on March 31, 2009);

  -- Growing refinancing risk in the medium term;

  -- The negative impacts of the global downturn on refined
     product demand and crude oil differentials.

Linkage to parent PDV America (a wholly owned subsidiary of
Petroleos de Venezuela SA [PDVSA; IDR 'B+'; Outlook Negative by
Fitch]), which is controlled by the Bolivarian Republic of
Venezuela, also continues to constrain CITGO's current rating.
This strong linkage manifests itself through the dividend policy
to PDV America; CITGO's contracts to take Venezuelan crude at its
refineries; and frequent management appointments at CITGO.  The
recent use of CITGO's balance sheet to fund a $1 billion parental
requirement also highlights the risk of this linkage.

For the LTM period ending March 31, 2009, CITGO generated EBITDA
of $1.27 billion and free cash flow of negative $1.15 billion,
comprised of cash from operations of $358.6 million, capex of
$628 million, and dividends to the parent of $880 million.  Total
debt with equity credit stood at $2.25 billion, making for
debt/EBITDA leverage of 1.80 times (x) and adjusted debt/EBITDAR
leverage of 2.80x.  As previously stated, the company's debt-to-
capitalization ratio remains very close to covenant limits of 55%.
Fitch anticipates that the company will remain free cash flow
negative at least through 2010 due to weaker refining
fundamentals, ongoing pressure to make distributions to the
parent, and high pending capex requirements.

Current liquidity at CITGO is low. On March 31, 2009, cash and
equivalents were just $7.7 million, revolver availability was
$110 million, and A/R Securitization facility availability was
approximately $234 million for total liquidity of $352 million.
Near term maturities for CITGO are light at just $9 million,
however, they ramp up quickly thereafter with $420 million due in
2010, $206 million due 2011, and $913 million due 2012.  CITGO's
pension was underfunded by $332.9 million at year-end 2008,
approximately double the level of underfunding seen in 2007.
Management expects to contribute $4 million to qualified pension
plans and $15 million to fund other postretirement benefits in
2009.  CITGO's asset retirement obligation was $23 million,
approximately unchanged from levels seen in 2007.

CITGO is a crude oil refiner in the U.S. with three modern, highly
complex crude oil refineries.  Following the sale of its stake in
the CITGO-Lyondell joint-venture refinery in Houston, CITGO owns
approximately 749,000 barrels per day of crude refining capacity.
CITGO branded fuels are marketed through approximately 7,000
independently owned outlets.  CITGO is owned by PDV America, an
indirect, wholly owned subsidiary of PDVSA.


CITY OF MENASHA: Moody's Cuts Rating on $29 Million Bonds to Ba2
----------------------------------------------------------------
Moody's Investors Service has downgraded the outstanding
$29 million of the City of Menasha's (WI) long term debt (both
general obligation bonds and note anticipation notes) to Ba2 (on
review for possible downgrade) from Baa2 (on review for possible
downgrade).  Concurrently, Moody's has downgraded the outstanding
$14 million of Taxable GO Promissory Notes from MIG 2 to SG, and
downgraded the outstanding $5.8 million of the city's water and
electric revenue debt from A3 (negative outlook) to Baa2 (on
review for possible downgrade).  All of the above rating actions
follow the Menasha Utilities Commission unanimous decision May
27th to recommend closure of the utility's steam plant, thereby
signaling a tangible withdrawal of municipal support for the
distressed utility, which had become increasing important to the
rating given i) project costs that have escalated to over three
times the initial projections, thereby over leveraging the city's
appropriation pledge, ii)operating history beset with
mechanical/technical issues, iii) unpredictable financial
performance resulting from material and uneven variances from the
original business plan and iv) recent announcements of pricing
disputes and regulatory notice of non-compliance of certain
environmental standards.  The vote to recommend closure was partly
based on the recommendation of an independent consultant, along
with the almost complete exhaustion of all options and
alternatives to make the steam plant operationally viable and be
in a position to repay two series of Steam Revenue BANS maturing
September 1 2009.

           Steam Plant Operating History Never Matched
                        Initial Projections

In 2004, the city decided to convert a portion of its electric
generation plant into an industrial steam production facility to
assist neighboring paper mills that expressed an interest in
purchasing steam from a central power plant utilizing coal as the
primary fuel.  The rational for the project was to help maintain
the city's economic base by providing a level of stability to
large local employers.  The ability to purchase this steam from a
central plant would significantly reduce operating costs by
allowing them to idle their individual natural gas fired boilers
and derive efficiencies through economies of scale- something
especially important for an industry which has been and continues
to be under strong pricing pressures.  Original estimates of the
borrowing needs to finance the necessary conversion projected that
$12.7 million would be sufficient, with a one year completion
time.  As the project progressed, the actual costs exceeded
original estimates, and significant design changes were made
during construction.  As a result, the total amount borrowed for
the project ballooned from the initial $12.7 million, to over
$40 million.  Most of the bonded expenses are related to capital
costs, but a small portion was used to make a penalty payment for
disrupted steam delivery, and to replenish the reserve fund which
was tapped in 2007.  Roughly $24.1 million of the total debt
outstanding is in the form steam revenue BANS which is backed by
the city's appropriation pledge - a value which exceeds the steam
utility's Reserve fund ($1.8 million in fiscal 2008) and city's
debt capacity, (roughly $10 million).

The utility's revenues are driven principally by steam sales,
behind the meter electric sales, and electric sales in the MISO
market.  Primary expenditures include coal costs, labor costs, and
O&M. Delays in getting all customers online, and mechanical issues
with components tied to electrical generation caused 2006 to run a
$1.33 million operating deficit and a $2.4 million loss including
debt service.  During fiscal 2007, the utility found steam
utilization estimates consistently coming in under expectations.
Projected MISO market revenues also fell well short of expectation
(at the time, the utility was in the real time market), partially
due to persistent issues with Unit 5, which is responsible for
behind the meter sales.  These issues continued through most of
2007, resulting in significant negative variances.  Concurrent
with its revenue pressures, problems with moisture content in
purchased coal caused declines in BTU yields, elevating the costs
of coal and further aggravating the utility's ability to
effectively participate in the MISO market.  Such operating
pressures required the tapping of its then $1.65 million Reserve
Fund to fulfill making the March and September 2007 interest
payments on the steam BANS.  The Reserve Fund was replenished with
a Taxable GO Promissory Note issued in mid 2007.  Recognizing the
steam utility's weak operating performance, the utility and city
took several steps during fiscal 2007 in an effort to reverse the
negative trends.

  Improved 2008 Financial Operations Offset By Pricing Disputes,
                        Regulatory Issues

Higher than expected MISO revenues, the benefit of operating under
the new coal contract, and somewhat better reliability from Unit 5
allowed for improvement in operating performance during fiscal
2008.  An analysis of the utility's monthly cash flows (un-
audited) shows operating revenues were up across all categories,
with steam sales (72% of operating revenues) up roughly 3% in
fiscal 2008, and behind the meter sales up 2%.  Most favorably,
MISO revenues, which comprises just under 25% of operating
revenues, enjoyed a strong 40% increase.  While consultant and
other professional services were notably higher at the end of
fiscal 2008 (driven by utility's use of outside services for
addressing it operating issues), the benefits of the new coal
supply contract were realized for the entire year, allowing for
total operating and administrative expenses to actually decline
1%.  This resulted in a $1.5 million improvement in net revenues
(before lease expenses) available for debt service to
$2.92 million in 2008.  Unlike 2007, both the March and September
2008 interest payments were made from the steam utility's own
resources without the support of the Reserve Fund.  Favorably, the
$2.9 million of net revenues also indicated the system would make
its 1.2 times rate covenant on original pro-forma estimated debt
service on the long term steam revenue bonds, which assumed
$22.8 million of principal amortized over 15 years (slightly less
that the value that would be required should the two steam revenue
BANS be issued).  While the 2008 net revenues would not be
sufficient to cover all projected debt service obligations,
including both revenue and general obligation, which was estimated
to be over $4.0 million per year in total, projections indicated
improving performance that would allow the system to support all
debt service beginning 2016.  While the 2008 results were an
improvement, that view should be tempered with recognition that
the steam is contractually priced below optimal levels, and
consumption is running about 15% below projections.  Further,
while MISO revenues have been a mitigating factor, experience has
shown these revenues can be volatile.

Further, the favorable 2008 operating results appear to be
unsustainable due to more recent developments.  In February 2009,
the city filed a material event notice disclosing that it was
involved with pricing disputes with two of its three steam
customers (Whiting and Sonoco).  Whiting filed a formal complaint,
alleging $90,000 in over charges.  Sonoco, by far the largest
customer accounting for roughly 90% of consumption, also has
announced a notice of claim, alleging $2.2 million in overcharges.
The Sonoco matter has not formally been settled.  The claim of
both customers is that the utility charged steam prices in excess
of the contractual fee schedules in order for the utility to
achieve its rate covenant.  On March 16, 2009, the arbitrator
awarded Whiting $100,000 and ordered future pricing to comply with
the terms of its contract.  There is no outcome to date on the
Sonoco matter, but is likely to also result in a one-time payment
as well as materially change the evaluation of the 2008 financial
performance, and projected net revenues going forward.  Further
complicating the city and utility's efforts to create a viable
plan is a notice of violation from the Wisconsin Department of
Natural Resources asserting the utility failed to use the best
available clean technology during the conversion process.  This
action prompted the Sierra Club to file suit, and the US EPA to
formally request information on the issue.  Cost estimates to
reach environmental compliance have been placed between
$1-1.5 million.  When the conversion was under taken during 2005-
2006, the state had indicated all environmental requirements were
satisfied, but the issue was later revisited by the state
resulting in the notice of violation.  Given the financial
condition of the utility, it is not likely it would be able to
bear any more debt service to fund required environmental capital
outlay.

  Recommendation To Close Steam Plant Result Of Last Attempts At
  Viability Falling Short; Future Rating Directions Dependant On
               Specifics Of Unwinding And Recovery

While the steam revenue BANS were ultimately secured by the
planned issuance of long term steam revenue bonds which the city
had declared its intention covenanted to issue, in addition to the
income and revenues of the steam utility, Menasha lent its
appropriation pledge in the event net revenues of the utility are
not sufficient to pay the principal and interest on the BANS from
its annual general tax levy, or other available funds, including
surplus funds of the city's combined electric and water utility
(subject to Public Service Commission approval and any applicable
levy limits).  Bond counsel has opined that since the electric and
water bond resolutions are closed loop, the surplus funds of the
electric and water utility would not be available until all the
electric and water revenue bonds are retired.

Menasha's general obligation rating was downgraded and placed
under review for possible further downgrade April 6th 2009 based
on the aforementioned intensifying technical and operational
difficulties of the steam utility.  Material event notice #4 was
filed April 27th, containing an independent consultant's report
which assessed the city and utility's options.  The report
concluded the steam utility should be closed to prevent any
additional burden being placed on the city and utility in their
efforts to make the plant viable.  This recommendation was
primarily based on the capital costs already incurred creating an
unsupportable annual debt service requirement given the current
contractual arrangement with the three existing customers.  For
the last two years, the city has attempted with no success to
renegotiate the steam supply contracts for a higher cost recovery.
Concurrent with those efforts, Menasha also conducted outreach
with SCA, a large industrial user of steam which had originally
expected to become a customer early in the steam plant conversion,
but who eventually opted to continue with self-generation.
Following the release of the consultant's recommendation, city
officials continued to solicit the addition of SCA as a customer,
but on May 12, SCA publicly announced it was not considering
becoming a municipal steam customer due to the additional capital
costs required for hook up, but most importantly, the cost of self
steam generation with their natural gas fired boilers is projected
to still be very cost efficient for the next several years (a
statement echoed by Sonoco -- the largest of the three current
customers).  Following private discussions with SCA, Menasha
officials conceded the closure of the steam plant was very likely.
The Utilities Commission voted 5-0 May 27th to recommend closing
the plant, targeting a July 3 2009 closure date.  The final
decision of closure would need city council approval.  A June 3
city council meeting is set to hire a work out counsel to identify
options for city council consideration.  The current rating action
on the city's long term general obligation rating and
corresponding downgrade of the Taxable GO Promissory Notes to SG
from MIG 2 is due to the increasing likelihood of a default on the
September 1 2009 maturity of the Steam Revenue BANS.  Moody's
recognizes Menasha's past commitment to the steam utility's
operations and repayment of debt as demonstrated by the honoring
of its appropriation pledge in 2007 to replenish the utility's
reserve fund as well as continual exploration of all available
options including seeking outside counsel to make the utility
viable.  However, given the disclosure in the material event
notices, limited financial flexibility to fulfill its
appropriation pledge, and withdrawal of support of the steam plant
via the recommendation for closure, the likelihood for default on
the Steam Revenue BANS has increased significantly.  It is
estimated roughly $5 million in closure costs will have to be
incurred- covering Sonoco's pricing dispute, final operational
costs, and termination expenses.  To date, it is unclear what
assets will be available for holders of the Steam Revenue BANS,
and what additional contributions, if any, the city could, and
will make.  A number of work-out scenarios are being contemplated,
but it is unclear what the exact value to note holders would be.
The future direction of the city and utility's ratings is directly
dependant on the manner, timing, and recovery value for note
holders.  The city did recently get approval for $7 million of
state trust fund loans, and intends to seek and receive approval
for the remaining amount of steam related GO debt coming due on
the Taxable GO Promissory Notes, and Note Anticipation Notes
(coming due 2011).  The downgrade of the combined utility revenue
bond rating reflects the overlapping nature of the utility's
management and proximity of the electric and water utility to the
work out process that is unfolding on the steam utility.  The
investment grade rating is retained given the regulatory
protections inherent in both the electric and water utility's
operations, but the rating is placed under review for possible
downgrade pending the final outcome of the steam utility
proceedings.

The last rating action on the city of Menasha was on April 6,
2009.


CLOVERLEAK ENTERPRISES: Case Summary & 18 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Cloverleaf Enterprises, Inc.
        dba Rosecroft Raceway
        6336 Rosecroft Drive
        Fort Washington, MD 20744

Bankruptcy Case No.: 09-20056

Type of Business: The Debtor operates a horse race track.
                  See http://www.rosecroft.com/

Chapter 11 Petition Date: June 3, 2009

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Nelson C. Cohen, Esq.
                  ncohen@zuckerman.com
                  Zuckerman Spaeder LLP
                  1800 M Street, N.W., Suite 1000
                  Washington, DC 20036
                  Tel: (202) 778-1800
                  Fax: (202) 822-8106

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Maryland Jockey Club of        memorandum of     $1,240,489
Baltimore City                 understanding
5201 Park Heights Avenue
Baltimore, MD 21215

United States Treasury         taxes             $150,000
Cincinnati, OH 45999-0039

Prince Georges County          liquor license    $19,910
Government Board of License
Commissioners
5012 Rhode Island Avenue
Hyattsville, MD 20781

Group Benefit Services                           $11,758

Amtote International, Inc.     contract          $11,200

Delmarva Cleaning &                              $10,301
Maintenance, Inc.

Daily Racing Form              trade debt        $9,686

Otis Elevator Co.                                $6,987

International Sound                              $6,660
Corporation

UFCW Local 152 Health &                          $4,292
Welfare

News One                        trade debt       $3,395

Ameritel Corporation                             $3,020

G.S. Proctor & Associates Inc.                   $3,000

UGI Energy Services, Inc.       Gas              $2,925

Roberts Communication                            $2,250
Network

Loyal Restroom Service                           $1,488

Adopt a Highway Maintenance                      $1,380
Corp.

Larcom & Mitchell Co., Inc.                      $1,298

The petition was signed by Kelley Rogers, president.


CONCORDIA EARLY LEARNING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Concordia Early Learning & Preschool Academy Inc.
        5006 Highway 155 North
        Stockbridge, GA 30281

Bankruptcy Case No.: 09-74338

Chapter 11 Petition Date: June 2, 2009

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

Debtor's Counsel: Cheryl Braziel, Esq.
                  6175 Grovecrest Way
                  Austell, GA 30168
                  Tel: (678) 365-8222

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

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

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

The petition was signed by Vurnella Ellis-Dickerson, CEO of the
Company.


CONSTAR INT'L: Compensation Committee Okays Annual Incentive Plan
-----------------------------------------------------------------
Walter S. Sobon, executive vice president and chief financial
officer of Constar International Inc., disclosed in a regulatory
filing with the Securities and Exchange Commission that on
May 26, 2009, the Compensation Committee of the Company's Board of
Directors adopted and approved the Constar International Inc.
Annual Incentive Plan, which replaces the Company's Annual
Incentive and Management Stock Purchase Plan.  A full-text copy of
the AIP is available for free at:

               http://researcharchives.com/t/s?3d96

If a bonus is awarded under the AIP, it is paid 50% in cash as
soon as practicable, and the remaining 50% is deferred for one
year at a 5% interest rate, compounded on a daily basis. Plan
participants are fully vested in the Deferred Bonus and any
interest credited to the Deferred Bonus. The Deferred Bonus --
including the interest credited to such amount -- will be
distributed to the participant in cash after a one year period.
Additionally, if a bonus is awarded under the AIP the Company will
credit each participant's account under the Plan with a matching
contribution equal to the Deferred Bonus. The balance of a
participant's matching account shall be credited with a 5%
interest rate. Provided the participant remains employed by the
Company, the Matching Contribution for any given year will vest
and be distributed in full three years after the date that such
Matching Contribution was credited to a participant's matching
account.

If a participant voluntarily terminates employment with the
Company -- other than for retirement -- or the Company terminates
the participant for cause, the participant shall forfeit any
unvested Matching Contribution and shall have no rights with
respect to such Matching Contribution. If the participant
voluntarily terminates due to retirement or the participant is
involuntarily terminated by the Company without cause, the
participant will become vested in a prorated amount of the
Matching Contribution on the basis of the number of fully
completed years of service during the vesting period over three.
If the participant terminates due to death or disability, the
participant will become fully vested in each Matching Contribution
made under the AIP. Additionally, provided the participant remains
employed by the Company on the date of a change in control, each
Matching Contribution will become immediately and fully vested.
Upon a change in control, or upon the participant's termination of
service with the Company, all of the Participant's vested Matching
Contributions and Deferred Bonus shall be distributed. Until
distribution, all amounts credited under the AIP shall be subject
to the general creditors of the Company.

Because payouts under the AIP depend on future corporate
performance, the actual amounts the Company will pay under the AIP
for fiscal year 2009 or future years are not yet determinable.

In a separate regulatory filing, the Company also delivered to the
SEC a registration statement that registers under Section 12(g) of
the Securities Exchange Act of 1934, as amended, the common stock,
$0.01 par value of Constar International Inc.  With the Company's
emergence from Chapter 11 bankruptcy proceedings, the Company's
common stock outstanding prior thereto is cancelled and the
Company will issue new shares of Common Stock pursuant to the
Second Amended Joint Plan of Reorganization, as Further Modified,
Pursuant to Chapter 11 of the United States Bankruptcy Code.  The
Common Stock will be governed by the Company's Restated
Certificate of Incorporation to be filed by the Company with the
State of Delaware and its Amended and Restated Bylaws, both of
which will become effective upon the Company's emergence from the
Bankruptcy Proceedings.  A full-text copy of the Company's
disclosure is available for free at:

               http://researcharchives.com/t/s?3d97

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

The Debtors completed their financial restructuring and
successfully emerged from Chapter 11 on May 29, 2009.


CONTECH LLC: Loses Major Client, Feels Pinch of GM Bankruptcy
-------------------------------------------------------------
Jimmy Settle at The Leaf-Chronicle reports that Gregg Adams, local
director of operations for Contech LLC, said that the Company has
lost a key customer that represents 55% of its sales in its plant.

Citing Mr. Adams, Leaf-Chronicle relates that Contech is stopping
production by July 13, as the Company tries to finalize its sale
to Revstone.

According to Leaf-Chronicle, Contech is also feeling some of the
pinch of General Motors Corp.'s Chapter 11 bankruptcy.  The report
states that GM is reducing production of its trucks and SUVs, for
which Contech made rack-and-pinion steering components.

Leaf-Chronicle quoted Mr. Adams as saying, "Production is ceasing
from (Tuesday) until the week of July 13, but we're not closing
our doors.  We'll have a minimal work force here until that time.
But our plan is to emerge as a strong, stable company, and the
goal is to grow it back to full speed after the sale of the
company is finalized."

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

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


CONTINENTAL ALLOYS: Liquidity Pressure Cues Moody's Junk Rating
---------------------------------------------------------------
Moody's Investors Service downgraded Continental Alloys &
Services, Inc.'s Corporate Family Rating to Caa2 from B3, its
Probability of Default Rating to Caa2 from Caa1 and its senior
secured bank credit facilities to Caa2 (LGD4, 51%) from B3 (LGD3,
34%).  The rating outlook is negative.

The downgrade reflects the increased pressure on Continental's
liquidity and earnings.  Extremely weak operating results, which
began late in the first quarter of 2009 and which Moody's believe
will likely continue into 2010, could result in covenant
violations as soon as the end of the second quarter of 2009.
Continental's earnings are reliant on the demand for completion
products and tools, which in turn is highly volatile and cyclical.
The dramatic drop in upstream exploration and production spending
in North America, where a vast majority of Continental's earnings
are derived from, has severely impacted demand for the company's
products.  In addition to the top-line tumbling, margins have
suffered significantly due to a large inventory overhang caused by
long lead time items ordered late in the last up-cycle when steel
prices were substantially higher.

The negative outlook reflects the weak oilfield services sector
outlook, which Moody's expect to continue into 2010, and the
company's liquidity and covenant issues, which could also continue
into 2010.  Furthermore, the outlook reflects Continental's
substantial inventory overhang.  The ratings could face further
negative pressure if the company is unsuccessful in obtaining an
amendment or waivers for its covenants, or if the sector downturn
results in prolonged weak operating performance.

The last rating action was on November 6, 2008, when Moody's
downgraded Continental's ratings over earnings and liquidity
concerns.

Continental Alloys & Services, Inc., is a materials supplier to
the energy service industry and is headquartered in Spring, Texas.


DALLAS TIGERMARK: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Dallas Tigermark, LP
                2801 Flower Mound Road
                Flower Mound, TX 75022

Case Number: 09-41786

Involuntary Petition Date: June 2, 2009

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Petitioner's Counsel: Clay M. Taylor, Esq.
                      clay_taylor@khh.com
                      Kelly, Hart & Hallman
                      201 Main Street, Suite 2500
                      Ft Worth, TX 76102
                      Tel: (817) 332-2500
                      Fax: (817) 878-9280

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Robert Bailey                  loans                $247,664
P.O. Box 10926
Midland, TX 79702-7926

Kevin Butler                   loans                $247,664
P.O. Box 1171
Midland, TX 79702

James Woodcock                 loans                $247,664
2003 Humble Avenue
Midland, TX 79705


DAVID DE LA FUENTE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: David De la Fuente
           aka David de la Fuente Masriera
           aka David Masriera de la Fuente
        2201 Second Street
        Eagle Pass, TX 78852

Bankruptcy Case No.: 09-52048

Chapter 11 Petition Date: June 1, 2009

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

Judge: Chief Bkptcy Judge Ronald B. King

Debtor's Counsel: Albert William Van Cleave, III, Esq.
                  1520 W. Hildebrand
                  San Antonio, TX 78201
                  Tel: (210) 341-6588

Total Assets: $4,171,527

Total Debts: $76,121

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

The petition was signed by Mr. De la Fuente.


DOMTAR CORPORATION: Moody's Assigns 'Ba3' Rating on Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Domtar
Corporation's proposed senior unsecured guaranteed notes offering
due 2017 and affirmed the company's existing Ba2 corporate family
rating, Baa3 senior secured rating, Ba3 senior unsecured rating
and SGL-1 speculative liquidity rating.  The rating outlook is
stable.

The net proceeds from Domtar's proposed notes offering will be
used to fund the recently announced cash tender offer for the
company's outstanding 7.875% Notes due 2011 not funded with cash
on hand and for general corporate purposes.  The new notes will be
senior unsecured obligations of Domtar and will rank pari passu
with all present and future senior unsecured indebtedness of the
company and the guarantors.  The Ba3 rating on the proposed notes
is in line with the rating on the company's existing senior
unsecured notes which benefit from unsecured guarantees from each
of Domtar's subsidiaries that provide guarantees under the
company's secured bank facilities, however, are notched below the
Ba2 corporate family rating due to their effective subordination
to the secured debt.

Domtar's Ba2 corporate family rating reflects the company's
significant position as the largest fine paper producer in North
America, its favorable cost position within the industry and
management's commitment to debt reduction.  The company has good
committed liquidity arrangements with no near term debt maturities
and the proposed note offering will further extend the maturity of
the company's debt.  Offsetting these strengths are declining
demand for fine paper and weakening paper prices that are expected
to constrain operating margins and free cash flow generation.
Credit challenges also include the company's lack of product and
geographic diversification, and the volatile pricing for both fine
paper and lumber.  The stable rating outlook reflects Moody's
expectations that falling demand and weakening prices will be
partially offset with lower input costs and other anticipated cost
savings.

The SGL-1 liquidity rating indicates that Domtar has very good
liquidity supported by expectations of modest internally generated
cash flow with no significant near-term debt maturities or
dividend payments, a substantial committed credit facility,
adequate cash balance, and expectations that financial covenant
compliance will not be problematic for the next four quarters.
The company also has alternative assets such as its wood products
business, forestlands, hydro assets, and idled mills that can be
sold to augment liquidity.

Downgrades:

Issuer: Domtar Corporation

  -- Senior Secured Bank Credit Facility, Downgraded to LGD2, 23%
     from LGD2, 21%

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to LGD5,
     75% from LGD5, 74%

Assignments:

Issuer: Domtar Corporation

  -- Senior Unsecured Regular Bond/Debenture, Assigned a range of
     75 - LGD5 to Ba3

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3

Moody's last rating action was on Domtar was on August 13, 2008,
when Moody's upgraded Domtar's corporate family rating to Ba2 from
Ba3.

Headquartered in Montreal, Quebec, Domtar Corporation is the
largest producer of uncoated freesheet paper in North America and
the second largest in the world.  The company also operates a
paper distribution business and produces lumber and other wood
products.


DOMTAR CORP: S&P Affirms 'BB' Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed the ratings,
including the 'BB' long-term corporate credit rating, on uncoated
free sheet producer Domtar Corp.  The outlook is negative.

S&P bases the affirmation on Domtar's US$250 million bond offering
due 2017, the proceeds of which S&P expects the company to use to
replace part of its 7.875% notes outstanding due 2011, and for
general corporate purposes.

"The ratings on Domtar reflect our view of the company's leading
market position in the North American UFS market and good cost
profile," said Standard & Poor's credit analyst Jatinder Mall.
"The ratings are constrained, however, by what S&P see as a steady
decline in demand for UFS; volatile prices for commodity paper,
pulp, and lumber products; and a weak lumber business," Mr. Mall
added.

With about 33% of industry capacity, Domtar is the largest UFS
manufacturer in North America.  It has 4.2 million short tons of
integrated fine paper capacity at 11 pulp and paper mills.  The
majority of its paper capacity is in the U.S.; Domtar also
manufactures and sells coated groundwood paper, pulp, and lumber.

The negative outlook reflects Standard & Poor's expectations that
weak product demand and lower prices in all of Domtar's business
segments will place pressure on its credit metrics in 2009.  While
S&P expects the leverage ratio for 2009, excluding alternative
fuel tax credits, to be above the previously stated target of 4x
for a downgrade, this is countered by an increase in cash flows
due to alternative fuel tax credits, good liquidity, and
anticipated debt reduction.  S&P could lower the ratings if the
company is unable to reduce debt as stated and market conditions
were to worsen leading to significantly lower-than-expected EBITDA
generation, and if the leverage ratio were to be above 4x
including alternative fuel tax credits.  An upgrade is unlikely in
the near term and would likely require a combination of Domtar
improving its profitability and further deleveraging to about
2.5x.


DOWLING COLLEGE: Moody's Maintains 'B1' Rating on Two Bonds
-----------------------------------------------------------
Moody's maintains the B1 rating on Dowling College's (NY) Series
1996 and 2002 bonds on watchlist for possible downgrade.  The
rating applies to $15.7 million of rated debt.  The Series 2002
bonds were issued through the Town of Brookhaven Industrial
Development Agency, and the Series 1996 bonds were issued through
the Suffolk County Industrial Development Agency.  In the near
term, Moody's intend to closely monitor the College's fall 2009
enrollment levels, the impact of a 12.5% tuition increase on near-
term student demand, FY 2009 final operating results, and the
levels of unrestricted liquidity, in light of continued dependence
on an operating line of credit which matures in October 2009.

Legal Security:

The Series 1996 and 2002 bonds are general obligations of the
College and feature debt service reserve funds.  The Series 2002
bonds are further secured by a first leasehold mortgage and
security interest in the financed facility, a residence hall on
the Shirley (Brookhaven) campus.

The College's $38.5 million of Series 2006 bonds (not rated by
Moody's) are a general obligation of the College and also have a
debt service reserve fund.  They are secured by a first mortgage
lien and security interest in the College's Oakdale and Shirley
campuses and property, excluding the residential facility financed
with the Series 2002 bonds.  The Series 2006 bonds have a
subordinate mortgage lien and security interest in the Series 2002
facility.

Per the Series 2006 Sublease between the College and the issuing
authority, under certain circumstances (defined as Triggering
Events in the Sublease), the College's Gross Revenues, excluding
2002 Facility Revenues pledged to the Series 2002 Trustee to
secure the principal amount of the Series 2002 Bonds, would be
directed to the Series 2006 trustee.  Debt service on the Series
2006 bonds would first be paid from Gross Revenues, before other
operating costs of the College.  In Moody's opinion, the Series
1996 and 2002 bonds have a weaker legal security than the Series
2006 bonds.  Triggering Events include breach of a financial
covenant to maintain $4 million of unrestricted liquid funds
(excluding debt service reserve funds) tested every 3/31 and 9/30.
As of 3/31, Dowling's management reported that it met this
financial covenant with $6.7 million of unrestricted liquidity.

Debt-Related Rate Derivatives: None

                           Challenges

* Very thin liquidity and reliance on $2 million operating line
  for seasonal cash flow.  Management reports $6.7 million of
  unrestricted liquidity as of March 31, 2009, compared to a
  sizeable amount of outstanding debt ($66.7 million in FY 2008)
  and a large expense base ($73.5 million of expenses in FY 2008).
  The College relies heavily on a $2 million operating line of
  credit from TD Bank for operating cash flow needs throughout the
  year.  The line of credit expires on October 31, 2008, and the
  College expects to fully draw on the line by end of June/early
  July.

* Challenging student market position, as evidenced by past
  enrollment declines and weak freshmen selectivity and
  matriculation levels.  In fall 2008, Dowling enrolled a combined
  4,376 full-time equivalent students at its two campuses on the
  southern shore of Long Island, NY (compared to 4,798 FTE in fall
  2005).  In fall 2008, Dowling accepted 79% of freshmen
  applicants and 23% of those accepted chose to enroll,
  highlighting a significant amount of competition from both other
  local private and public universities.  For fall 2009, Dowling
  anticipates increasing its sticker price by 12.5%, a relatively
  high level especially given the current economic climate,
  although management believes that the College is priced lower
  than many of its Long Island peers and has additional pricing
  flexibility.  Moody's will monitor the impact of this tuition
  increase on student demand, the correlated increase in
  institutional financial aid, and the ultimate impact on net
  tuition revenue generation.

* Pressured operating performance (5.4% operating deficit in FY
  2007 and 1.7% deficit, by Moody's calculation, in FY 2008) as
  the College continues to work through past enrollment declines,
  including a notable drop off in the size of the fall 2006
  entering freshmen class.  Operating cash flow is thin and
  provides weak coverage of annual debt service responsibilities
  (0.5 times in FY 2007 and 1.1 times in FY 2008).  The College's
  FY 2009 operating performance is pressured and worse than
  budget, largely a result of investment losses and a significant
  increase in institutional financial aid over FY 2008 levels.
  Management projects that the College will have a decline in net
  assets in FY 2009, possibly in the $1-2 million range.

* Heavy reliance on student charges (92% of FY 2008 revenue base).
  Stable to growing enrollment is essential to the College's
  credit profile, as even a slight unexpected decline in
  enrollment levels, due to either deterioration of recruitment or
  retention, could result in significant operating pressure.

                            Strengths

* Although the College's net tuition revenue declined 2.3% in FY
  2007 due to overall enrollment declines in fall 2006, net
  tuition revenue increased 4.3% in FY 2008.  Further, net tuition
  on a per student basis has grown in each of the past five years
  with $13,867 of net tuition per student in FY 2008.  Based on
  unaudited financial data, Moody's believes that net tuition
  revenue (net of institutional aid) increased approximately
  $2.8 million in FY 2009 over FY 2008.

* No near-term capital or borrowing plans.

Key Indicators (FY 2008 audited financial data and fall 2008
enrollment data unless otherwise noted):

* Total Full-Time Equivalent Enrollment: 4,376 FTE students

* Total cash and investments (including $4.5 million of debt
  service reserve funds): $12.7 million

* Total cash and investments as of March 31, 2009 (unaudited data,
  excludes debt service reserve funds): $9.8 million

* Direct Debt: $66.7 million

* FY 2008 Operating Margin: -1.7%

* FY 2008 Operating Cash Flow Margin: 7.6%

* FY 2008 Annual Debt Service Coverage: 1.1 times

* Reliance on Student Charges: 91.7%

Rated Debt:

* Series 1996 and 2002: B1 rating

The last rating action was on December 22, 2008, when Dowling
College's rating was maintained on watchlist for possible
downgrade.


EDCO PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Edco Properties, Inc.
        successor in interest by merger for Callis Crossing, LLC
        6510 Stage Road, Suite 1
        Memphis, TN 38134

Bankruptcy Case No.: 09-25959

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
   Ivy Trails, LLC fka Foxtrail, LLC               09-25960
   College Station, LLC                            09-25961
   Creekview, LLC                                  09-25962

Chapter 11 Petition Date: June 3, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: Toni Campbell Parker, Esq.
                  P.O. Box 240666
                  Memphis, TN 38124-0666
                  Tel: (901) 483-1020
                  Email: tparker001@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
6 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/tnwb09-25959.pdf

The petition was signed by W. Terry Edwards, president of the
Company.


EL POLLO: Moody's Withdraws 'B1' Rating on Senior Facilities
------------------------------------------------------------
Moody's Investors Service upgraded El Pollo Loco, Inc.'s
Speculative Grade Liquidity rating to SGL-3 from SGL-4,
recognizing the benefit on liquidity from the recently completed
refinancing.  The SGL-3 reflects Moody's expectation of adequate
liquidity throughout the next twelve months.  Concurrently,
Moody's withdrew the rating of the pre-existing senior secured
credit facilities at B1 after they were repaid upon the
consummation of the refinancing.  All the other ratings, including
the Caa1 Corporate Family Rating and negative outlook, remain
unchanged.

The rating action is:

Rating upgraded:

* Speculative Grade Liquidity rating -- to SGL-3 from SGL-4

Ratings withdrawn:

* $25 million senior secured revolving credit facility due 2010 --
  B1(LGD2, 19%)

* $99 million senior secured term loan due 2011 -- B1 (LGD2,19%)

Ratings unchanged:

* Corporate Family Rating -- Caa1

* Probability of Default Rating -- Caa1

* $12.5 million 1st lien senior secured revolving credit facility
  due 2012, B1 (LGD1,1%)

* $132.5 million 2nd lien senior secured notes due 2012, B2 (LGD2,
  25%)

* $125 million ($106.5 million outstanding) senior unsecured notes
  due 2013, Caa2 (LGD5, 70%)

* Outlook: negative

The last rating action on El Pollo occurred on May 14, 2009, when
Moody's rated the company's $132.5 million new second lien senior
secured notes due 2012 at B2 and affirmed CFR at Caa1, among other
related actions.

El Pollo Loco Inc, headquartered in Irvine, California, is a
quick-service restaurant chain specializing in flame-grilled
chicken and other Mexican-inspired entrees.  The company operates
or franchises approximately 417 restaurants primarily around Los
Angeles and throughout Southwestern U.S., and generated total
revenues of approximately $298 million in the last twelve months
ended March 31, 2009.


EMPIRE RESORTS: Amends Loan Pact to Extend Maturity to June 30
--------------------------------------------------------------
Empire Resorts, Inc., amended its Loan Agreement dated January 11,
2005, with Bank of Scotland and certain other lenders.

The Loan Agreement Amendment, dated as of May 29, 2009, among
other things:

   (i) extends the maturity date of the Loan Agreement from
       May 29, 2009, to June 30, 2009; and

  (ii) provides that the Company will pay all reasonable out-of-
       pocket costs and expenses of Bank of Scotland incurred from
       time to time in connection with obtaining appraisals or
       valuations of the collateral.

In connection with the Amendment, the Company reduced the
outstanding principal loan amount issued pursuant to the Loan
Agreement to approximately $6.9 million and has agreed to promptly
seek a commitment from a new lender to purchase or refinance the
Loan and to provide Bank of Scotland with written evidence of an
unconditional and binding commitment by the party on or prior to
June 20, 2009, to close that refinancing no later than June 30.

A full-text copy of the Amendment No. 5 to the Bank of Scotland
Loan Agreement is available for free at:

              http://ResearchArchives.com/t/s?3d86

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. --
http://www.empireresorts.com/-- operates the Monticello Gaming &
Raceway and is involved in the development of another gaming
resort project in the Catskills.

                       Going Concern Doubt

In its 2008 annual report filed in March 2009, the Company said
its ability to continue as a going concern is dependent upon its
ability to negotiate a renewal or extension of the maturity dates
or to arrange financing to repay its credit facility with the Bank
of Scotland when it matures on May 29, 2009, and the holders of
the Senior Convertible Notes if they demand repayment of the notes
on July 31, 2009.  The Company said there is no assurance that it
will be successful in obtaining a result that will avoid a default
on its obligations under its credit facility or the terms of the
Senior Convertible Notes.

Friedman LLP in New York, the Company's independent registered
public accounting firm, included an explanatory paragraph in its
report dated March 13, 2009, regarding its concerns about the
Company's ability to continue as a going concern.

The Company entered into a credit facility with Bank of Scotland
on January 11, 2005.  The credit facility provides for a
$10 million senior secured revolving loan.  In addition, the
Company issued on July 26, 2004, about $65 million of 5.5% senior
convertible notes presently convertible into approximately
5.2 million shares of common stock, subject to adjustment upon the
occurrence or non-occurrence of certain events.  The notes were
issued with a maturity date of July 31, 2014, and the holders have
the right to demand that we repurchase the notes at par plus
accrued interest on July 31, 2009.  Interest is payable semi-
annually on January 31 and July 31.

As of December 31, 2009, the Company had $49.0 million in total
assets and $81.4 million in total liabilities, resulting in
$32.3 million in stockholders' deficit.  The Company posted
$10.6 million in net loss for the year on $67.2 million in net
revenues.


FANNIE MAE: Regulator Won't Put Firm Into Receivership
------------------------------------------------------
Jessica Holzer at Dow Jones Newswires reports that Federal Housing
Finance Agency Director James B. Lockhart, the regulator for
Fannie Mae and Freddie Mac, said that he isn't considering putting
the companies into receivership.

Citing Mr. Lockhart, Dow Jones relates that U.S. officials decided
against putting Fannie Mae and Freddie Mac into receivership
before seizing the companies last year and putting them into
conservatorship.  Dow Jones quoted Mr. Lockhart as saying, "At
this point, we are not contemplating receivership and I really
don't see the advantage of receivership versus conservatorship."

Dow Jones states that Mr. Lockhart said, "The best way to conserve
assets for Fannie and Freddie is by aggressively modifying loans,
refinancing loans and ensuring liquidity in the housing market."
According to Dow Jones, Mr. Lockhart said that the companies own
or guarantee $5.4 trillion of mortgage loans.

The U.S. government, says Dow Jones, has agreed to inject up to
$200 billion into Fannie Mae and Freddie Mac to keep them afloat,
but it has stopped short of explicitly backing the companies'
debt.  Mr. Lockhart explained that there was "no reason at this
point to make that explicit" because the government backstop had
provided "an effective guarantee," Dow Jones relates.

Dow Jones states that the regulator will lay out three potential
roles for the future of Fannie Mae and Freddie Mac before a House
panel.

Fannie Mae and Freddie Mac could be reconstituted as liquidity
providers of last resort for the secondary market for mortgage-
backed securities, or MBS, Dow Jones says, citing Mr. Lockhart.
The report states that Fannie Mae and Freddie Mac could be cast as
guarantor or catastrophic risk insurer of MBS, or they could
direct subsidies to lessen the cost of mortgage credit for certain
borrowers.

   FNC Endorses Fannie Electronic Appraisal Delivery Initiative

In response to inquiries from its mortgage lender and appraiser
clients, officials of mortgage technology company FNC, Inc., said
that it fully supports Fannie Mae's Announcement 09-14, which
requires lenders to submit electronic appraisal data when selling
loans to Fannie Mae.  FNC believes initiatives like this will
contribute to better risk assessment and improved transparency in
both the primary and secondary mortgage industries.

According to Announcement 09-14, Fannie Mae will require lenders
selling mortgages to it to electronically submit MISMO XML
appraisal data from all real estate appraisals as of March 1,
2010.

FNC clients who use Fannie Mae's systems receive appraisal reports
submitted in a secure electronic XML format called AI Ready(TM).
These lenders' systems can automatically create and deliver the
MISMO XML appraisal data to Fannie Mae.

"Clients who use FNC's Collateral Management System(TM),
Collateral HQ(TM) or AppraisalPort(R) systems to manage their loan
origination processes should not be affected when the new rules
take effect," said Neil Olson, FNC chief legal officer.

For years, FNC has securely processed millions of appraisal
reports annually on behalf of its lender clients using the secure
AI Ready XML format.  Since 1998, when AI Ready was created in
conjunction with the Appraisal Institute, it has been the
appraisal industry's most widely accepted residential appraisal
XML standard.

As a founding member and long-term participant in the MISMO
standards development workgroups, FNC endorses the move toward
data-centric loan file submission and improved transparency at the
loan level for all participants in the mortgage market.  AI Ready
XML tools are licensed and integrated by all major appraisal form
software packages, providing the industry with a commercially
proven solution that supports Fannie Mae Announcement 09-14.

      Fannie Sells $1BB in Bills at Lower Interest Rates

Reuters relates that Fannie Mae said on Wednesday that it sold
about $1 billion in bills at lower interest rates, compared with
sales of the same maturities a week ago.

According to Reuters, Fannie Mae sold $500 million of three-month
bills due September 2 at a stop-out or lowest accepted rate of
0.125% and $500 million of six-month bills due December 2, 2009,
at a 0.248% stop-out rate.

                         About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

                          Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and


FEDERAL-MOGUL CORP: S&P Downgrades Corporate Credit Rating to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Federal-Mogul Corp. to 'B+' from 'BB-'.
S&P also lowered the ratings on the company's senior secured debt;
the recovery ratings are unchanged.  The outlook is negative.

The downgrade reflects S&P's view that lower auto production and
weak consumer spending will pressure Federal-Mogul's revenues and
profitability, making it unlikely that the company will be able to
achieve credit measures appropriate for the previous rating.
Although Federal-Mogul has a well-diversified geographic footprint
and end markets, the depth and duration of the global recession
pushed leverage higher than the 5x S&P had expected for the
previous rating as of March 31, 2009.  S&P does not believe the
company will be able to achieve EBITDA in 2009 or 2010 to lower
leverage sufficiently to meet S&P's previous target.  In fact,
leverage reached 6.5x for the 12 months ended March 31, 2009.

S&P now expects Federal-Mogul's EBITDA to decline as much as 25%
in fiscal 2009, year over year.  S&P expects North American auto
sales to decline 27% in 2009, to about 9.6 million units, from the
already weak levels of 2008.  S&P believes auto sales in Europe
will fall about 15% this year.  Even revenues from the relatively
stable aftermarket, which provides about 47% of the company's
revenues, were lackluster in the first quarter of this year.

The ratings reflect Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile.  The company
manufactures powertrain components, sealing products, bearings,
brake friction materials, and vehicle safety products for the
global automotive market.  Its customers are original equipment
manufacturers (53%) and aftermarket participants (47%) operating
in automotive, heavy-duty, and industrial markets.  The customer
base is diverse because of its various end markets, and no single
customer accounts for more than about 5% of sales.  The company
maintains a No. 1 or No. 2 market share in most of its markets,
reflecting good technological expertise, quality, and
deliverability.

Federal-Mogul has significant exposure to the North American and
European automotive markets; the former provided 46% of revenues
for the first quarter of 2009, and the latter provided 40%.  In
addition, sales in the North American commercial-truck market
remain depressed for the third sequential year.  Sales dropped
following strong volumes in 2006 -- caused by customers purchasing
trucks in advance of regulatory changes -- and have remained weak
because of the recession.  S&P expects North American truck sales
to improve in advance of the next round of emission regulation
changes that go into effect in 2010, but prospects for a material
rebound have dimmed.  European commercial-vehicle production
volumes have also declined this year because of the weakening
economy.  Total heavy-duty and industrial truck sales account for
about 25% of Federal-Mogul's revenues.

Federal-Mogul's financial risk profile is aggressive because of
the company's high leverage, although it has adequate liquidity.
At the 'B+' rating, S&P expects the company to generate free cash
flow and show evidence that it can reduce leverage through
improved EBITDA within the next two years.  S&P does not expect
the company to pursue acquisitions of a material size or make
large dividend payouts that could pressure credit ratios within
the next two years.  An internal growth strategy should enable
Federal-Mogul to generate free cash flow for possible debt
reduction.

In the first quarter of 2009, Federal-Mogul's revenues declined
27%, year over year, excluding the effect of foreign currency
translation; sales were lower in every business segment.  The
company's reported EBITDA was $70 million for the quarter,
excluding restructuring expense and non-cash pension expense,
compared to $207 million in the first quarter of 2008.  These
results were below S&P's expectations at the previous rating.  The
benefits of cost savings, market share gains, and better
aftermarket pricing were offset largely by lower sales volumes and
unfavorable product mix, mainly in North America.  The company's
adjusted EBITDA margin for the 12 months ended March 31, 2009,
fell to 9.8% compared to 11.8% one year ago.  Higher raw material
costs that are not entirely recouped from customers created an
additional drag on EBITDA.  Federal-Mogul has successfully passed
some materials costs on to certain OE customers through
contractual price escalators.  In the aftermarket, the company has
implemented price increases to recover commodity costs.

Liquidity is adequate for the rating.  As of March 31, 2009,
Federal-Mogul had $664 million in cash and about $494 million
available on its undrawn $540 million revolving credit facility;
there were $46 million in letters of credit.  Even in 2009 and
2010, S&P expects some free cash flow from operations, after
working capital and capital expenditures, to support liquidity
because of Federal-Mogul's disciplined cost control and diverse
markets.  The company had cash flow from operations of
$352 million for the 12 months ended March 31, 2009, and free cash
flow of $51 million.  S&P expects the company to conserve cash
during the economic downturn, possibly by deferring previously
anticipated acquisitions, deferring increasing joint-venture
positions, and curtailing certain capital spending.  However, the
company will need cash to execute the restructuring plan this
year.

In response to weakening global sales, Federal-Mogul's ongoing
restructuring plan lowered the cost base by $50 million in the
first quarter.  Working-capital requirements are relatively
constant throughout the year and in any given month, with low
intramonth and intrayear seasonal swings.  Working capital should
be neutral, partly reflecting pension expense in excess of
funding.

The negative outlook on Federal-Mogul reflects S&P's concern that
the company's EBITDA levels and cash generation could decline more
than S&P expect, increasing leverage and possibly reducing
liquidity.  S&P could lower the ratings if S&P believed that
Federal-Mogul's currently adequate liquidity position would be
impaired by a significant reduction in cash generation.  For
example, S&P could lower the rating if free cash generated after
capital spending were to drop below $50 million for any 12-month
period in 2009 and 2010.  S&P could also lower the rating if the
company were to pursue a distressed exchange of its outstanding
debt.

S&P could revise the outlook to stable if Federal-Mogul's adjusted
leverage declines to near 5x or better, liquidity remains
sufficient, and free cash is generated in the year ahead because
of successful cost-side actions in the face of weak production
volumes, or because global economic conditions improve materially.
To reach 5x would require annual adjusted EBITDA of $760 million.


FLEETWOOD ENTERPRISES: Sells Motor Home Business to AIP for $53MM
-----------------------------------------------------------------
Fleetwood Enterprises, Inc., has signed an asset purchase
agreement to sell its motor home business to American Industrial
Partners Capital Fund IV, L.P. of New York.  AIP is a middle
market private equity firm which makes control investments in
leading North American-based industrial businesses. Last week, the
U.S. Bankruptcy Court approved sales procedures for an auction to
explore whether any higher or more qualified bids could be
obtained.

AIP's $53 million bid is subject to reduction for the assumption
of certain liabilities not to exceed $18 million, including
warranty obligations on Fleetwood motorized products. The price is
also subject to an adjustment for the amount of current assets
purchased at the time the transaction closes.

Under the bidding procedures, any competing bidders must submit
qualifying bids by June 18, 2009, and if the company receives
qualifying bids, the Court will hold an auction on June 22, 2009.
The Court hearing to finalize the sale is tentatively scheduled
for June 24, 2009.

The offer from AIP includes two motor home manufacturing
facilities, two motor home service facilities, and Fleetwood's
Gold Shield supply subsidiary, all located in Decatur, Ind. It
also includes intellectual property for Fleetwood's existing motor
home brands, certain machinery and equipment , but does not
include the company's motor home manufacturing facilities in
Riverside, Calif. and Paxinos, Pa., or its travel trailer plants,
brands, and intellectual property.

"We are pleased to have signed an agreement to sell our motor home
operation. AIP is a very capable and qualified organization," said
Elden L. Smith, Fleetwood's president and chief executive officer.
"Since the sale process under Chapter 11 enables other bidders to
come forward, we cannot say for certain what the outcome will be.
We do expect, however, that the final purchaser will seek to take
advantage of the Fleetwood name and legacy, as well as endeavor to
preserve as many jobs as possible."

Fleetwood is also pursuing buyers for its manufactured housing
business.

Management believes that it continues to have adequate cash to
fund operations until its businesses are sold.

Greenhill & Co. is serving as Fleetwood's investment banker.
Interested parties should contact the Seller, Greenhill & Co., LLC
("Greenhill"), 300 Park Avenue, 22nd Floor, New York, New York
10022 (Attn: David E. Burns) dburns@greenhill.com; and counsel to
the Seller, Gibson, Dunn & Crutcher LLP, 3161 Michelson Drive,
Irvine, California 92612 (Attn: Rod Anavim)
ranavim@gibsondunn.com.

                        About Fleetwood

Headquartered Riverside, California, Fleetwood Enterprises --
http://www.fleetwood.com/-- produces recreational vehicles and
manufactured homes.  Fleetwood motor home products are distributed
through a nationwide network of approximately 150 dealers.  The
Company and 19 of its affiliates filed for Chapter 11 protection
on March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254).
Craig Millet, Esq., at Gibson, Dunn & Crutcher LLP, represents the
Debtors in their restructuring efforts.  The Debtors proposed
Ernst & Young LLP as auditor, FTI Consulting Inc. as consultant,
and Greenhill & Co. LLC as financial advisor.


FORT WAYNE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Fort Wayne Foundry Corporation
        4912 Lima Road
        Fort Wayne, IN 46808

Bankruptcy Case No.: 09-12423

Debtor-affiliate filing Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Cole Pattern and Engineering Co., Inc.             09-12424

Type of Business: The Debtors make aluminum sand castings for
                  transportation and automotive powertrain
                  applications.

                  See http://www.fortwaynefoundry.com/

Chapter 11 Petition Date: June 3, 2009

Court: Northern District of Indiana (Fort Wayne Division)

Debtor's Counsel: Thomas P. Yoder, Esq.
                  tpy@barrettlaw.com
                  215 E. Berry St.
                  P.O. Box 2263
                  Fort Wayne, IN 46801
                  Tel: (260) 423-8845
                  Fax: (260) 423-8920

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Hitachi Automotive Products                      $3,756,763
Drawer CS 198-281
Atlanta, GA 30384-8281

EPP-Mar Metal Co.                                $844,242
PO Box 809241
Chicago, IL 60680-9241

Alimar Corp.                                     $337,816
18034 Cherrywood Lane
Homewood, IL 60430

Triangle Industrial Sales                        $243,403

Ward Heat Treating                               $212,146

AG Trucking                                      $169,358

Ashland Chemcial Company                         $163,480

EnergyUSA                                        $148,386

US Silica                                        $105,315

Miniature Precision Compo                        $99,632

American Electric Power                          $98,192

Mills Supplies Inc.                              $97,042

Old National Insurance                           $77,993

Universal Tube                                   $74,819

Robert C. Spoerri                                $71,736

Kamax G.B. DuPont LP                             $66,483

Aluminum Recovery Technol                        $65,811

Fourslides Inc.                                  $62,016

Pyrotek Inc.                                     $54,688

Beck Aluminum Corp.                              $54,177

The petition was signed by Michael Lombardi, president.


FREDDIE MAC: Regulator Won't Put Firm Into Receivership
-------------------------------------------------------
Jessica Holzer at Dow Jones Newswires reports that Federal Housing
Finance Agency Director James B. Lockhart, the regulator for
Fannie Mae and Freddie Mac, said that he isn't considering putting
the companies into receivership.

Citing Mr. Lockhart, Dow Jones relates that U.S. officials decided
against putting Fannie Mae and Freddie Mac into receivership
before seizing the companies last year and putting them into
conservatorship.  Dow Jones quoted Mr. Lockhart as saying, "At
this point, we are not contemplating receivership and I really
don't see the advantage of receivership versus conservatorship."

Dow Jones states that Mr. Lockhart said, "The best way to conserve
assets for Fannie and Freddie is by aggressively modifying loans,
refinancing loans and ensuring liquidity in the housing market."
According to Dow Jones, Mr. Lockhart said that the companies own
or guarantee $5.4 trillion of mortgage loans.

The U.S. government, says Dow Jones, has agreed to inject up to
$200 billion into Fannie Mae and Freddie Mac to keep them afloat,
but it has stopped short of explicitly backing the companies'
debt.  Mr. Lockhart explained that there was "no reason at this
point to make that explicit" because the government backstop had
provided "an effective guarantee," Dow Jones relates.

Dow Jones states that the regulator will lay out three potential
roles for the future of Fannie Mae and Freddie Mac before a House
panel.

Fannie Mae and Freddie Mac could be reconstituted as liquidity
providers of last resort for the secondary market for mortgage-
backed securities, or MBS, Dow Jones says, citing Mr. Lockhart.
The report states that Fannie Mae and Freddie Mac could be cast as
guarantor or catastrophic risk insurer of MBS, or they could
direct subsidies to lessen the cost of mortgage credit for certain
borrowers.

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

At December 31, 2008, the Company's balance sheet showed total
assets of $850.9 billion and total liabilities of $881.6 billion,
resulting in a stockholders' deficit of $30.7 billion.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.

Being under Conservatorship, Freddie Mac said it is dependent upon
the continued support of Treasury and FHFA to continue operating
its business.


GENARO MENDOZA: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Genaro Mendoza
        aka George Mendoza
        dba Mendoza Investment
        620 E. Washington St., Ste. 100
        Petaluma, CA 94952

Bankruptcy Case No.: 09-11678

Chapter 11 Petition Date: June 3, 2009

Court: Northern District of California (Santa Rosa)

Debtor's Counsel: John H. MacConaghy, Esq.
                  macclaw@macbarlaw.com
                  MacConaghy and Barnier
                  645 1st St. W #D
                  Sonoma, CA 95476
                  Tel: (707) 935-3205

Estimated Assets: $100 million to $500 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim  Claim Amount
   ------                      ---------------  ------------
City National Bank             credit line       $821,667
555 South Flower St.
15th Floor
Los Angeles, CA 90071

Bank of America                credit line       $257,489
101 North Tryon St.
NC-001-07-06

Touchstone Pool Service        trade debt        $13,182
990 Butler Avenue
Santa Rosa, CA 95407

Memphis Light, Gas & Water     utilities         $11,249

Pacific Gas & Electric Co.     utilities         $6,984

Orchid services Inc.           trade debt        $2,422

AT&T                           utilities         $2,256

Home Depot Supply              trade debt        $2,106

Golden Gate Disposal           services          $1,448

Novato Disposal Service        utilities         $1,263

PHD Carpet Care                trade debt        $1,208

Dunn-Edwards Corporation       trade debt        $957

Hegel Supply Co.               trade debt        $614

Bay Cities Refuse Service      utilities         $561

Leslie's Pool Supplies         trade debt        $386


GENERAL MOTORS: U.S. Trustee Names 15-Member Creditors' Committee
-----------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Diana G. Adams,
the United States Trustee for Region 2, appointed 15 creditors to
serve as members of the Official Committee of Unsecured Creditors
in General Motors Corporation and its debtor-affiliates' Chapter
11 cases.

The Committee members are:

  (1) Pension Benefit Guaranty Corporation
      1200 K Street, NW
      Washington, DC 20005
      Attention: Dana Cann, Senior Financial Analyst
      Tel: (202) 326-4000 (Ext. 3810)
      Fax: (202) 842-2643

  (2) Wilmington Trust Company
      Rodney Square North
      1100 North Market Street
      Wilmington, Delaware 19890
      Attention: James J. McGinley
      Tel: (302) 636-6019
      Fax: (302) 636-4140

  (3) Law Debenture Trust Company of New York
      400 Madison Avenue, 4th Floor
      New York, NY 10017
      Attention: Robert Bice, Senior Vice President
      Tel: (646) 747-1254
      Fax: (212) 750-1361

  (4) The Industrial Division of Communications Workers
      of America, AFL-CIO
      2701 Dayton Road
      Dayton, Ohio 45439
      Attention: James Clark, President, IUE-CWA
      Tel: (937) 298-9984
      Fax: (937) 298-6338

  (5) International Union UAW
      8000 East Jefferson Avenue
      Detroit, Michigan 48214
      Attention: Niraj R. Ganatra, Associate General Counsel
      Tel: (313) 926-5216
      Fax: (313) 926-6240

  (6) United Steelworkers
      Five Gateway Center, Room 807
      Pittsburgh, Pennsylvania 15222
      Attention: David R. Jury, Associate General Counsel
      Tel: (412) 562-2545
      Fax: (412) 562-2429

  (7) Interpublic Group
      1114 Avenue of the Americas
      New York, New York 10036
      Attention: Nicholas J. Camera, Senior Vice President &
      General Counsel
      Tel: (212) 704-1252
      Fax: (212) 704-2223

  (8) DENSO International America, Inc.
      24777 Denso Drive
      Southfield, Michigan 48033
      Attention: Steven M. Zarowny, Assistant General Counsel
      Tel: (248) 372-8252
      Fax: (248) 213-2551

  (9) Inteva Products, LLC
      1401 Crooks Road
      Troy, Michigan 48084
      Attention: Lance Lis, General Counsel
      Tel: (248) 655-8900
      Fax: (866) 741-1744

(10) Serra Chevrolet of Birmingham, Inc.
      Post Office Box 59120
      Birmingham, Alabama 35259
      Attention: Quentin Brown, Vice President/General Counsel
      Tel: (205) 706-5359
      Fax: (205) 212-3901

(11) Paddock Chevrolet
      3232 Delaware Avenue
      Kenmore, New York 14217
      Attention: Duane Paddock, Owner
      Tel: (716) 876-0945
      Fax: (716) 876-4016

(12) Saturn of Hempstead, Inc.
      265 North Franklin Street
      Hempstead, New York 11550
      Attention: Ernest Louison, General Manager
      Tel: (877) 242-5361
      Fax: (516) 565-2413

(13) Mark Buttita
      2429 South Alpine Rd.
      Rockford, Illinois 61108
      Tel: (815) 509-1172

(14) Genoveva Bermudez
      c/o Cohen & Associates
      8710 E. Vista Bonita Drive
      Scottsdale, Arizona 85255
      Attention: Larry E. Cohen, Esq.
      Tel: (480) 515-4745

(15) Kevin Schoenl
      99 Maretta Road
      Rochester, New York 14624
      Tel: (215) 751-2050

Interpublic Group of Companies, Inc., and Denso Corp. are listed
as one of General Motors' 50 largest unsecured creditors.  ICG
holds a $15,998,270 unsecured trade debt while Denso has a
$29,229,047 unsecured trade debt.  Wilmington Trust Company, a
successor indenture trustee, represents bondholders owning $22.8
billion of unsecured debt securities issued by General Motors
pursuant to the Senior Indenture, dated December 7, 1995, as
amended, and the Senior Indenture, dated November 15, 1990.  Serra
Chevrolet of Birmingham, Inc., Paddock Chevrolet, and Saturn of
Hempstead, Inc., are GM dealerships.  UAW represents 61,000 of
GM's 91,000 U.S. employees.  In 2008, GM and the UAW inked a
settlement under which GM was required to contribute $34 billion
into a voluntary employees' beneficiary association trust.  As of
June 1, 2009, the Company's 2005 UAW VEBA-related obligations
aggregated approximately $20.56 billion in principal amount.  The
individuals appointed in the Committee are plaintiffs in
prepetition lawsuits filed against GM, Bloomberg News said.

The Creditors' Committee, according to Bloomberg, selected Kramer,
Levin, Naftalis & Frankel LLP to represent it.  GM lawyer Harvey
Miller, Esq., at Weil, Gotshal & Manges, LLP, in New York,
according to Reuters, was in attendance during the June
3 organizational meeting conducted by the U.S. Trustee.  Mr.
Miller said challenges by unsecured creditors won't stop the
"inevitable conclusion" of GM's bankruptcy case: the sale of the
automaker to an entity sponsored by the U.S. Treasury, Bloomberg
related.  "We don't have a problem with the secured creditors,"
Mr. Miller told Bloomberg.  "It's not a situation where there's a
lot of flexibility.  It's a very unusual case."

Large institutional investors were not seeking to be on the
Creditors' Committee, Andrew Rosenberg, Esq., at Paul, Weiss,
Rifkind, Wharton & Garrison, in New York, told Reuters.  Mr.
Rosenberg represents Franklin Templeton Investments, Marathon
Asset Management, JMG Capital Management, LLC, Eastbourne Capital
Management, LLC, and Western Asset Management Company, who, in the
aggregate, hold $1.6 billion of unsecured notes.  These investors
formed an ad hoc committee of GM Noteholders in December 2008.
Mr. Rosenberg, as reported by Reuters, said he has not been in
contact with any institutional creditors who said they intend to
challenge GM's sale.

                       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: Executives, Dealers Go Head to Head Before Senate
-----------------------------------------------------------------
Josh Mitchell at The Wall Street Journal reports that General
Motors Corp. and Chrysler LLC top executives defended their
planned dealer cuts before the Senate Commerce Committee on
Wednesday.

WSJ quoted GM CEO Frederick Henderson as saying, "This is our last
chance to get it right, to fix permanently those parts of the
business that have diverted us from consistently building winning
cars and trucks and the consumer experience to match."

Chrysler President Jim Press, WSJ relates, said, "There's not
enough business for the number of dealers Chrysler has today given
that we have less than two-thirds of our former sales volume."

According to WSJ, dealers told the Senate Commerce Committee that
the closings won't produce the cost savings claimed by GM and
Chrysler, and that the move was being made hastily and without
regard to state franchise laws that require manufacturers to
compensate affected dealers.  WSJ quoted Committee chairperson
John D. Rockefeller IV as saying, "I honestly don't believe that
companies should be allowed to take taxpayer funds for a bailout
and then leave it to local dealers and their customers to fend for
themselves with no real plan, with no real notice, with no real
help."

WSJ states that the Commerce Committee's top Republican, Kay
Bailey Hutchison, threatened in May to hold up a war-funding bill
due to the dealer closings.

The panel would push for hearings on how the funds are being used
to help car makers, WSJ says, citing Rep. Jeb Hensarling, a member
of the congressional panel that oversees TARP.

            Retirees Ask Court for Official Committee

Bankruptcy Law360 reports that the General Motors Retirees
Association has asked the U.S. Bankruptcy Court for the Southern
District of New York to appoint an official committee to represent
the interests of over 122,000 salaried retirees and surviving
spouses.  According to Bankruptcy Law360, the retirees are
allegedly at risk of losing benefits due to GM's bankruptcy.

                       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: G. Douglas Jones Seeks Representation for Dealers
------------------------------------------------------------------
On behalf of terminated and soon-to-be-terminated GM auto
dealerships, former U.S. Attorney G. Douglas Jones dispatched a
letter to General Motors bankruptcy trustee Diana G. Adams asking
that a special committee be established to protect the interests
of terminated GM auto dealerships who operate as separate
operating entities and have provided hundreds of millions in tax
revenues to state and local governments.

"The best way to at least create a seat at the table for the
affected dealers and the claims they represent in the bankruptcy
is the appointment of a Terminated Dealers Committee," Mr. Jones
wrote.  "The significant interest these dealers have in the
orderly bankruptcy process and the interplay of the dealers'
rights under both bankruptcy law and applicable state laws is
vital.  The appointment of such a committee is crucial in these
opening days as important decisions concerning the future of
General Motors are being reached."

GM disclosed last month that they intended to slash auto
dealerships by 42% from 2008 to 2010 levels.  Dealerships will be
reduced by 2,641 locations, from 6,246 to 3,605.

The proposal came in reaction to auto dealerships being left out
of the restructuring.  "Unlike many of the major affected players,
including the United States government, United Auto Workers, major
suppliers, bond holders and multi-million dollar pension funds,
these small town dealerships risk having no voice in the General
Motors bankruptcy," Mr. Jones wrote.

Mr. Jones added, "It is important to note that these dealerships
are wholly-owned and separate operating entities apart from
General Motors.  In fact, many of these dealerships are operating
companies that have successfully been in existence and turning a
profit for years.  For example, our client, Abercrombie Chevrolet
has been in existence for over 52 years and has been a family
owned General Motors dealership operating in Hartselle, Alabama.
The Abercrombie family, along with owners and families throughout
this country, are being severely impacted by the General Motors
bankruptcy."

Mr. Jones, who served as U.S. Attorney for the Northern District
of Alabama from 1997 through 2001, is now a partner with the
Haskell Slaughter Young & Rediker, LLC law firm, which filed suit
on behalf of Abercrombie Chevrolet against GM and GMAC in February
for arbitrarily and capriciously altering dealership financing
terms and requirements in an effort to drive dealers out of
business.

                       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: Retirees Ask Court for Official Retiree Committee
-----------------------------------------------------------------
The General Motors Retirees Association -- the organization
representing the interest of the Debtors' more than 122,000
salaried retirees, their spouses and survivors -- ask the U.S.
Bankruptcy Court for the Southern District of New York to direct
the appointment of an official committee, pursuant to Section
1114(d) of the Bankruptcy Code, to represent the retirees, their
spouses, and survivors in regard to their benefits.

The salaried retirees protected by Section 1114 are not the top
executives or upper management but encompass the many tens of
thousands of former secretaries, engineers, clerks, buyers,
quality inspectors, middle managers and other non-hourly employees
who in many cases have spent most of their lives building General
Motors into the world's leading automotive company, says Neil A.
Goteiner, Esq., at Farella Braun & Martell LLP, in San Francisco,
California.

Mr. Goteiner relates that on the Petition Date, GM announced that
it is working with the U.S. Treasury to reduce some retiree
benefit obligations by roughly two-thirds.  The reduction,
according to GM, will impact salaried retiree life insurance,
salaried retiree health care, executive non-qualified pension,
executive retiree life insurance and non-UAW hourly life insurance
and that GM is still working on how to accomplish the plan.

"Presented with these facts, GM's more than 122,000 non-union
current retirees and surviving spouses need immediate appointment
of an official Section 1114 committee to represent them on retiree
benefits issues," Mr. Goteiner asserts.

Unlike the hourly workers and retirees represented by the
International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America, the salaried retirees represented by
GMRA do not have a collective bargaining agreement to protect
their benefits, or a separately funded voluntary employee benefit
association to pay for those benefits, or an ownership interest
offered to them in the restructured GM to provide for those
benefits in the future, Mr. Goteiner tells the Court.  GM provides
salaried retirees who started work before January 1993 medical,
prescription drug, life insurance, dental, vision care and other
retiree benefits, all as defined in and protected under Section
1114.

"Without these GM policies, the retirees would have to qualify for
life insurance individually, after disclosing pre-existing medical
conditions that could make that insurance unavailable or
prohibitively expensive," Mr. Goteiner asserts.

Section 1114 authorizes a committee to negotiate on behalf of
affected retirees regarding changes to these benefits and
otherwise provides substantive requirements the debtor must
demonstrate to justify modifications of retiree benefits during
the bankruptcy case.

GMRA filed a proposed order regarding its request.

                       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: Consumer Victims Want Official Tort Committee
-------------------------------------------------------------
The Ad Hoc Committee of Consumer Victims of General Motors
Corporation has more than 300 members who reside throughout the
country.  Each of the Ad Hoc Consumer Committee members asserts
tort claims involving personal injuries against General Motors,
which are valued at a total of more than $1.25 billion.

By this motion, the Ad Hoc Consumer Committee asks Judge Robert E.
Gerber of the U.S. Bankruptcy Court for the Southern District of
New York to direct the appointment of an official committee of
tort claimants to represent and protect the interests of persons
holding personal injury, asbestos, and environmental tort claims
against the Debtors.

Benjamin P. Deutsch, Esq., at Schnader Harrison Segal & Lewis LLP,
in New York, asserts that the formation of an additional committee
-- separate and apart from the creditors committee that will be
appointed by the United States Trustee -- is essential to the
adequate representation of the Tort Claimants, pursuant to Section
1102(a)(2) of the Bankruptcy Code.

"The Tort Claimants have mutual interests that are clearly
distinct from those of unsecured bondholders, dealers, suppliers
and other unsecured creditors," Mr. Deutsch points out.

Under GM's proposed sale of substantially all of its assets free
and clear of all products liability and other personal injury
claims arising from GM's sold vehicles, (i) unsecured bondholders
will receive an ownership interest in the new GM company, (ii)
suppliers and dealers with assumed contracts will have their
prepetition claims satisfied by the new GM, and (iii) the United
Automobile Workers Voluntary Employee Beneficiary Association will
receive 17.5% of new GM's common stock, a $2.5 billion note, $6.5
billion of preferred stock and additional consideration in
exchange for an obligation of $20.56 billion.

Meanwhile, the "economically fragile constituency" of the Tort
Claimants -- individuals with limited financial resources "whose
lives have been devastated by severe injuries suffered as a result
of defects in vehicles manufactured by GM" -- will be left alone
to attempt to press an objection to the Sale, Mr. Deutsch laments.

Furthermore, Tort Claimants will also likely have special concerns
regarding:

  (1) the circumstances under which relief from the automatic
      stay will be granted to permit the liquidation of Personal
      Injury claims in the forum where they are pending;

  (2) the extent that relief from the Stay will be granted to
      permit the Tort Claimants to recover from insurance
      proceeds, if available;

  (3) the extent that insurance is to be required to be
      maintained by the proposed Asset purchaser; and

  (4) any special procedures that the Debtors may seek to impose
      regarding the adjudication of the Personal Injury claims.

                       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.


GMAC LLC: Offers Five-Year, No Interest Loans to Chrysler Clients
-----------------------------------------------------------------
Mike Ramsey at Bloomberg News reports that Chrysler LLC has begun
offering five-year, no-interest loans on some models in its first
effort to use new lender GMAC LLC for incentives.

Citing Chrysler's volume planning vice president Mike Keegan,
Bloomberg relates that Chrysler dealers now have access to retail
financing through GMAC, as part of the Company's bankruptcy, and
62% have lines of credit to purchase wholesale inventory.
According to Bloomberg, the financing was disclosed on June 3 and
runs through July 1.  It is an alternative to rebates of as much
as $6,000 for customers who purchase through certain credit unions
and already own a Chrysler vehicle, Bloomberg relates.

"When I look at what we have in inventory, we will be fine through
the month of June," Bloomberg quoted Chrysler sales chief Steven
Landry as saying.  Bloomberg, citing Mr. Landry, states that
production isn't set to resume until late June.

The deal -- "Zero percent financing for 60 months through GMAC
Financial Services on select 2009 model vehicles, or up to $4,000
Consumer Cash on 2009 model vehicles.  In addition, current
Chrysler LLC vehicle owners are eligible for $1000 Owner Loyalty
cash on select 2008 and 2009 Chrysler, Jeep and Dodge vehicles.
These offers are in addition to the $1000 Credit Union Bonus Cash
on select products for qualified credit union members who finance
their new vehicle purchase through a participating Credit Union
under the Invest in America program.  These incentives are valid
through July 1, 2009."

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.


GRAPHIC PACKAGING: Fitch Assigns 'B/RR4' Rating on $245 Mil. Notes
------------------------------------------------------------------
Consistent with the senior unsecured ratings of Graphic Packaging
International Inc.'s 8.5% senior unsecured notes due 2011, Fitch
has assigned a 'B/RR4' rating to GPK's new $245 million senior
unsecured notes issue.  The new notes will carry a coupon of 9.5%
and will mature in June 2017.  After the original issue discount,
the proceeds of the offering will be $238.4 million and will be
used to pay for the 8.5% senior unsecured notes tendered into its
$225 million capped purchase offer set to expire on June 29, 2009.
The remaining proceeds will be used to pay for the tender premium
and expenses associated with the offering.  Like the 8.5% notes,
the new 9.5% notes will be guaranteed by Graphic Packaging Holding
Company, Graphic Packaging Corporation and certain domestic
subsidiaries of GPK.

GPK's Rating Outlook is Negative which reflects concerns about the
ability of the company in this recessionary environment to
maintain shipment levels and retain recently won price increases.
Working in the company's favor are signs of declining input costs
for fiber, chemicals and energy (albeit in combination recently
stabilizing) and a windfall receipt of biofuel tax credit money.
The latter amounted to $42.1 million (received in May) which will
put GPK in positive free cash flow territory in the second
quarter.

In combination, the new notes and tender offer will take
$225 million out of GPK's nearest debt maturity (2011) and move it
to its farthest.  GPK's revolver and term loans mature in 2013 and
2014, respectively, and the company was in compliance with all
covenants.

GPK is the largest producer of coated unbleached kraft paperboard
in North America and a leading manufacturer and supplier of
folding cartons and multi-pack beverage containers among other
paperboard containers for consumer products companies.


GRISWOLD BUILDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Griswold Building, LLC
        719 Griswold #280
        Detroit, MI 48226

Bankruptcy Case No.: 09-57520

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
   Griswold Properties, LLC                        09-57521
   Colossae, LLC                                   09-57523

Chapter 11 Petition Date: June 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Michael E. Baum, Esq.
                  40950 Woodward Ave., Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  Email: mbaum@schaferandweiner.com

Total Assets: $0

Total Debts: $23,764,098

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

      http://bankrupt.com/misc/mieb09-57520.pdf

The petition was signed by Waad J. Nadhir.


GROUP 1 AUTOMOTIVE: GM Ch 11 Filing Won't Affect Moody's Rating
---------------------------------------------------------------
Moody's Investors Service said that the June 1, 2009 bankruptcy
filing by General Motors has no immediate impact on the ratings
and outlooks for the auto retailers rated by Moody's.

These are the rated Auto Retailers:

-- Asbury Automotive Group Inc.
-- AutoNation, Inc.
-- Group 1 Automotive, Inc.
-- Penske Automotive Group, Inc.
-- Sonic Automotive Group, Inc.

The last rating action for Asbury Automotive Group, Inc., was the
March 25, 2009 downgrade of the Corporate Family and Probability
of Default ratings to B2 from B1 and the assignment of a negative
outlook.

The last rating action for AutoNation, Inc., was the December 5,
2008 affirmation of the Ba1 Corporate Family and Probability of
Default ratings, and a change in the outlook to negative from
stable.

The last rating action for Group 1 Automotive, Inc., was the
March 20, 2009 downgrade of the Corporate Family and Probability
of Default ratings to B1 from Ba3 and assignment of a negative
outlook.

The last rating action for Penske Automotive Group was on
March 25, 2009, when the company's Corporate Family Rating was
downgraded to B2 from B1.

The last rating action for Sonic Automotive Holdings, Inc., was
the May 21, 2009 downgrade of the Corporate Family rating to Caa1
from B2, the upgrade of the Probability of Default rating to Caa1
from Caa3, and assignment of a negative outlook.


HAIGHTS CROSS: Forbearance Period With Loan Lender Expires Today
---------------------------------------------------------------
Haights Cross Communications, Inc., disclosed in a filing with the
Securities and Exchange Commission its financial results for the
year ended December 31, 2008.

At December 31, 2008, the Company's balance sheet showed total
assets of $243.3 million and total debts of $381.8 million,
resulting in a stockholders' deficit of $186.5 million.

Net loss of $38.0 million was recorded for the year ended
December 31, 2008, compared to a net income of $63.6 million for
the year ended December 31, 2007.  The decrease in net income was
due to the prior year including a $115.5 million gain on troubled
debt restructuring recorded for the recapitalization of its
Preferred B on Aug. 10, 2007; the goodwill impairment charge of
$31.6 million in 2008; an increase in product development
impairment charge of $2.9 million in 2008; offset by gains on the
sales of its Oakstone Publishing and Sundance Newbridge Publishing
businesses and a decrease in interest expenses in 2008.

                  Liquidity and Capital Resources

As of December 31, 2008, the Company had an available cash balance
of $47.4 million.  During the year ended December 31, 2008, the
Company funded $19.0 million in pre-publication costs for new
product development, $1.2 million of capital expenditures for
property and equipment, and $32.4 million of cash interest
payments.  The Company has a working capital deficiency of
$320.5 million, including long term debt in default classified as
current of $381.8 million, as of December 31, 2008.

As of December 31, 2008, the Company had total indebtedness
outstanding of $381.8 million, including its Term Loan in the
principal amount of $108.2 million, Senior Notes in the aggregate
principal amount of $140.0 million and Senior Discount Notes in
the aggregate accreted amount of $133.6 million.

As of May 29, 2009, the Company had not completed its first
quarter financial statements required under the Credit Agreement
or filed its Quarterly Report on Form 10-Q with the SEC as
required under the Indentures, resulting in default under the
Credit Agreement and the Indentures.  The default under the
indentures also resulted in a cross-default under the Credit
Agreement.

                        Going Concern Doubt

On May 26, 2009, Ernst & Young LLP in New York City raised
substantial doubt about the Company's ability to continue as a
going concern.  The auditors pointed out that the Company has
incurred a loss before discontinued operations of $52.6 million
for the year ended December 31, 2008; has a stockholders deficit
of $186.6 million and a working capital deficiency of
$320.5 million as of December 31, 2008.

In addition, the Company is in default of its senior secured term
loan agreement.  The Company entered into a short-term forbearance
agreement with the senior secured term loan lender, whereby the
lenders have agreed to forbear exercising any rights and remedies
under the credit agreement until June 5, 2009, unless there are
events of default, other than events covered by the forbearance
agreement, or there is an existence of any event of default under
either of the indentures of the Company's Senior Notes or Senior
Discount Notes.  On May 7, 2009, the Company received a notice
from the trustees under the indentures for its Senior Notes and
Senior Discount Notes that its failure to timely file its SEC
reports constitutes a default under each of those indentures.  The
indentures provide that the Company has 60 days from receipt of
notice to cure such default before an event of default occurs
under the indentures.  The defaults under the senior secured term
loan, if not resolved, prevent the Company from paying interest on
its Senior Notes and Senior Discount Notes in August 2009 which
would be events of default on such indentures and cause additional
cross defaults of other obligations.

Moreover, the Senior Discount Notes are obligations of Haights
Cross Communications.  These obligations are not guaranteed by any
of its subsidiaries and none of its subsidiaries is under any
obligation to make payments to the Company.  The ability of
subsidiaries to make any payments to the Company is limited by
statutory and other contractual restrictions that would depend on
the earnings or financial condition of its subsidiaries and
various business and contractual considerations.  As a result,
even if otherwise permitted under the senior secured term loan
agreement, the Company may not have the ability to pay interest or
any other obligations under its Senior Discount Notes.  Its
failure to make interest payments would be a default under the
applicable indenture.  There is uncertainty as to whether the
Company will be able to obtain waivers, amendments and
modifications to remedy the defaults under the agreements.

A full-text copy of the 10K filing is available for free at
http://ResearchArchives.com/t/s?3d8c

                About Haights Cross Communications

Founded in 1997 and based in White Plains, New York, Haights Cross
Communications -- http://www.haightscross.com/-- is an
educational and library publisher of books, audio products,
software and online services, serving these markets: K-12
supplemental education, public library and school publishing and
audio books.  Haights Cross companies include: Triumph Learning
(New York, NY), Buckle Down Publishing (Iowa City, IA), Options
Publishing (Iowa City, IA), and Recorded Books (Prince Frederick,
MD).

                          *     *     *

As reported by the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on Haights Cross Communications
Inc. and related entities by one notch.  S&P lowered the corporate
credit rating to 'CCC-' from 'CCC'.  The rating outlook is
negative.


HAYES LEMMERZ: Amends Annual Report to Provide Additional Info
--------------------------------------------------------------
Hayes Lemmerz International, Inc., delivered on June 1, 2009, to
the Securities and Exchange Commission Amendment No. 1 on Form
10-K/A to its Annual Report on Form 10-K for the fiscal year ended
January 31, 2009, initially filed with the SEC on May 11, 2009.
The amendment is being filed solely to provide the information
required by Part III of Form 10-K.  The information required by
Part III of Form 10-K was previously omitted from the Original
Filing in reliance on General Instruction G(3) to Form 10-K.  In
accordance with Rule 12b-15 under the Exchange Act of 1934, as
amended, this Form 10-K/A amends and restates in their entirety:

   -- Item 10. Directors, Executive Officers and Corporate
               Governance;

   -- Item 11. Executive Compensation;

   -- Item 12. Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters;

   -- Item 13. Certain Relationships and Related Transactions; and

   -- Item 14. Principal Accountant Fees and Services.

A full-text copy of the Form 10-K/A is available for free at:
http://researcharchives.com/t/s?3d98

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

The Company and certain affiliates filed for bankruptcy on May 11,
2009 (Bankr. D. Del. Case No. 09-11655) after reaching agreements
with lenders holding a majority of the Company's secured debt.
The Company's principal bankruptcy attorneys are Skadden, Arps,
Slate, Meagher & Flom, LLP. Lazard Freres & Co., LLC serves as the
Company's financial advisors.  AlixPartners, LLP serves as the
Company's restructuring advisors.  The Garden City Group, Inc.,
serves as the Debtors' claims and notice agent.  As of January 31,
2009, the Debtors had total assets of $1,336,600,000 and total
debts of $1,405,200,000.  This is the Company's second trip to the
bankruptcy court, dubbed a Chapter 22, which was precipitated by
an unprecedented slowdown in industry demand and a tightening of
credit markets.  The company plans to reduce its debt and
restructure its balance sheet.

Hayes Lemmerz and its direct and indirect domestic subsidiaries
and one subsidiary in Mexico first filed for bankruptcy in
December 2001 before the U.S. Bankruptcy Court for the District of
Delaware.  The Chapter 11 filings were precipitated by declining
market conditions and the Company's excessive debt burdens,
according to Mr. Clawson, who also served as chairman and chief
executive officer at that time.  The Court confirmed the Company's
reorganization plan in May 2003, allowing the Company to exit
bankruptcy in June 2003.  In accordance with the 2003 Plan,
approximately $2.1 billion in pre-petition debt and other
liabilities were discharged.  The Plan provided for holders of
prepetition secured claims to receive $478.5 million in cash and
53.1% of the reorganized company common stock.  Holders of senior
note claims were to receive $13 million in cash and 44.9% of the
New Common Stock, and holders of general unsecured claims were to
receive 2% of the New Common Stock.  Hayes Lemmerz' prior common
stock and securities were cancelled as of June 3, 2003.


HENDRICKS COS: Court Okays Sale of Dothan Branch to Manager
-----------------------------------------------------------
Jeff Amy at Al.com reports that the Hon. Margaret Mahoney of the
U.S. Bankruptcy Court for the Southern District of Alabama has
approved the sale of Hendricks Cos.'s Dothan branch to its manager
for $200,000.  Al.com didn't disclose the name of the manager.

Al.com quoted Hendricks' lawyer, Jeffrey Hartley, a saying, "He's
[the manager] getting a good deal, but we're selling it as quickly
as we possibly can for as much as we can."

Al.com relates that Hendricks President Kent Hendricks said that
the Company hoped to reach a deal on Tuesday to sell its Troy and
Ozark home centers.  Citing Mr. Hendricks, the report states that
Hendricks, which went bankrupt last month, is liquidating
merchandise at its Eufaula home center, leaving only its Mobile
operation, called Builder Resource.  Hendricks, says the report,
already closed its Loxley branch of Builder Resource, which had
been its headquarters.

Loxley, Alabama-based Hendricks Companies, Inc., filed for Chapter
11 bankruptcy protection on May 21, 2009 (Bankr. S.D. Ala. Case
No. 09-12332).  Jeffery J. Hartley, Esq., at Helmsing, Leach,
Herlon, Newman & Rouse assists the Company in its restructuring
efforts.  The Company listed $1,000,001 to $10,000,000 in assets
and $10,000,001 to $50,000,000 in debts.


HERITAGE WORLDWIDE: French Unit Files Petition for Reorganization
-----------------------------------------------------------------
Heritage Worldwide, Inc., disclosed in a filing with the U.S.
Securities and Exchange Commission that its French subsidiary,
Poly Implants Protheses, S.A., filed a voluntary petition for
reorganization under French bankruptcy law in the Commerce
Tribunal of Toulon.

The Company related that Xavier Huertas was appointed by the
Bankruptcy Court as receiver on May 4, 2009.  PIP will continue to
operate and manage its properties and business under the
jurisdiction of the Bankruptcy Court and the supervision of the
receiver and in accordance with the applicable provisions of
French bankruptcy law and orders of the Bankruptcy Court.  PIP's
plan is to reorganize its business to strengthen its financial
position in order to continue operations.

As of May 26, 2009, the Company held over 90% of PIP's outstanding
capital stock.  As of the quarter ended December 31, 2008, PIP's
assets accounted for 95% of the Company's consolidated total
assets and revenue generated by PIP accounted for 92% of the
Company's consolidated revenues.

Heritage Worldwide, Inc. (OTC BB: HWWI) manufactures and
distributes cosmetic implants including pre-filled breast and
other body implants, as well as body support products.  HWWI was
incorporated in the State of Delaware in 2001 with headquarters
and a production facility in the Toulon metropolitan area of
southern France, and a distribution facility in Spain.

HWWI products are sold directly and indirectly through independent
distributors and sales representatives to surgeons and clinics
outside the United States.  More than 68% of sales are derived
from international operations outside France, where main
operations are conducted.

                        Going Concern Doubt


As reported in the Troubled Company Reporter on October 16, 2008,
New York-based Sherb & Co., LLP, raised substantial doubt about
the ability of Heritage Worldwide, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended June 30, 2008.  The auditor pointed to the
Company's significant losses and working capital deficit.


HOLLY CORP: S&P Assigns 'BB' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Holly Corp.  S&P also assigned a 'BB' senior
unsecured rating and '3' recovery rating to Holly's proposed
$200 million senior note offering.  The outlook is stable.

"The ratings on Dallas-based Holly Corp. reflect the challenges it
faces as a small, independent oil refiner with limited cash flow
diversification among three refineries," Standard & Poor's credit
analyst Paul Harvey said.

Proceeds from Holly's notes are expected to help fund the
announced $65 million acquisition of Sunoco's 85,000 barrel per
day Tulsa, Oklahoma refinery, as well as estimated spending of
$150 million to upgrade Tulsa to produce ultra-low sulfur diesel.
High near-term spending to upgrade the Tulsa refinery and
construct the Salt Lake City to Las Vegas (UNEV) pipeline tempers
otherwise above-average near-term financial measures.

The stable outlook reflects expectations that Holly will maintain
adequate liquidity and solid financial measures, such as debt
leverage below 3x, while pursuing the Tulsa upgrade and UNEV
construction.


INTCOMEX INC: Limited Liquidity Prompts S&P to Junk Corp. Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Intcomex Inc. to 'CCC+' from 'B'.

"The downgrade reflects limited liquidity and a capital structure
that matures and needs to be refinanced over the next 18 months,"
said Standard & Poor's credit analyst Martha Toll-Reed.


J J LEE MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: J J Lee Management Co. Inc.
        3067 E Chevy Chase Dr
        Glendale, CA 91206

Bankruptcy Case No.: 09-23783

Chapter 11 Petition Date: June 2, 2009

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

Judge: Barry Russell

Debtor's Counsel: Kennen H. Kim, Esq.
                  3700 Wilshire Blvd, Ste 993
                  Los Angeles, CA 90010
                  Tel: (213) 382-1911

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/cacb09-23783.pdf

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


JEANNE RIZZOTTO: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Linda Halstead-Acharya at Billings Gazette reports that Jeanne
Rizzotto has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for District of Montana.

Court documents say that Ms. Rizzotto listed $3.2 million in
assets and more than $4 million in debts.  Billings Gazette
relates that Ms.Rizzotto's 40 unsecured creditors include:

     -- Mrachek Popp and Associates of Red Lodge;

     -- Hendrickson, Everson, Noenning and Woodward P.C. of
        Billings;

     -- Security by Kenco of Billings;

     -- J.D. Deines of Red Lodge; and

     -- Robert Trent Jones, owed $655,000.

According to Billings Gazette, Ms. Rizzotto's secured creditors
include:

     -- Bank of Red Lodge, owed more than $700,000;
     -- Avanta Federal Credit Union of Billings;
     -- Rocky Mountain Contract Service of Billings; and
     -- Beartooth Bank of Billings, which has a secured claim on
        more than 500 acres of property in the Red Lodge area,
        valued at almost $1.7 million.

Billings Gazette reports that Ms. Rizzotto included among her
assets:

     -- an office in Red Lodge,
     -- a house outside Boyd,
     -- lots in Dot Calm Subdivision, and
     -- property in Arizona.

Billings Gazette states that listed as assets exempted from Ms.
Rizzotto's bankruptcy are her two seven-year-old chimpanzees,
which are valued at $30.

Court documents say that Ms. Rizzotto is involved in nine
lawsuits, some of which are filed by her.  Billings Gazette
relates that HKM Engineering, RV Resort LLC, and Avanta have sued
Ms. Rizzotto, seeking collections from her.  Ms. Rizzotto,
according to Billings Gazette, filed for collections from two
former employees, claiming that they owe her $10,000 each for
services that were never provided.  Ms. Rizzotto also filed a
lawsuit against a Billings businessman for allegedly failing to
return four four-wheelers and a trailer that he borrowed from her,
valued at $13,000, Billings Gazette states.  Ms. Rizzotto claims
that she is owed a total of $33,000, the report says.

Jeanne Rizzotto is a Red Lodge developer.


JETBLUE AIRWAYS: S&P Assigns 'CCC' Rating on $75MM Debentures
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'CCC'
rating to Forest Hills, New York-based JetBlue Airways Corp.'s
(B-/Negative/NR) proposed $75 million senior convertible
debentures due 2039 (series A) and $75 million senior convertible
debentures due 2039 (series B).  The recovery rating on each issue
is '6', indicating expectations of negligible (0%-10%) recovery in
the event of a payment default.

"Our ratings on JetBlue Airways reflect high debt levels the
company has undertaken to finance its previously rapid growth
rate; participation in the cyclical, price-competitive, and
capital-intensive airline industry; and near-term revenue and
earnings pressure due to the U.S. recession," said Standard &
Poor's credit analyst Philip Baggaley.  "The ratings also
incorporate the airline's low operating cost structure," he
continued.  JetBlue is a midsize, low-cost, low-fare airline that
started operating in 1999 from New York's JFK International
Airport, which remains its principal hub.  Liquidity is adequate
for the rating, with $634 million of unrestricted cash and short-
term investments as of March 31, 2009, equal to about 19% of
trailing-12-months revenues (better than average among U.S.
airlines).  The new debt issues S&P is rating, as well as a
concurrent offering of common stock, should bolster liquidity.
JetBlue has debt maturities of $229 million in the remainder of
2009, and $244 million in the 12 months to March 31, 2010.  The
latter amount, at 7.3% of trailing-12-months revenue, is among the
highest of U.S. airlines.

The outlook is negative.  Standard & Poor's could lower the
ratings on JetBlue if the recession causes losses and unrestricted
cash to consistently decline below $500 million.

S&P could revise the outlook to stable if an eventually improving
economy and better-than-expected earnings allow JetBlue restore
funds flow to debt to the high-single-digit percent area.

                           Ratings List

                       JetBlue Airways Corp.

           Corp. credit rating          B-/Negative/NR

                         Ratings Assigned

     Proposed $75M sr convertible debentures (ser A)    CCC
      Recovery rating                                   6
     Proposed $75M sr convertible debentures (series B) CCC
      Recovery rating                                   6


JOSE MORENO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jose Moreno
           aka Jose Moreno Berroa
        603 Crystal Way
        Orange Park, FL 32065

Bankruptcy Case No.: 09-04527

Chapter 11 Petition Date: June 3, 2009

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

Debtor's Counsel: Albert H. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Email: court@planlaw.com

Total Assets: $1,378,476

Total Debts: $1,949,089

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

          http://bankrupt.com/misc/flmb09-04527.pdf

The petition was signed by Mr. Moreno.


KEVIN L. DAHLGREN: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kevin L. Dahlgren
        9539 Fairway Circle
        Franklin, WI 53132

Bankruptcy Case No.: 09-27929

Chapter 11 Petition Date: June 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: William H. Green, Esq.
                  3216 South 92nd Street, Ste. 201
                  Milwaukee, WI 53227
                  Tel: (414) 543-5369
                  Email: willbky.green@gmail.com

Total Assets: $1,129,100

Total Debts: $1,207,515

A full-text copy of Mr. Dahlgren's petition, including a list of
his 13 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/wieb09-27929.pdf

The petition was signed by Mr. Dahlgren.


LEAR CORPORATION: Moody's Cuts Corporate Family Rating to 'Ca'
--------------------------------------------------------------
Moody's Investors Service lowered Lear Corporation's Probability
of Default and Corporate Family Ratings to Ca, reflecting Moody's
view of the increased risk that some level of debt comprise will
be required as part of the company's negotiation to amend its
senior secured credit facilities.  On June 1, 2009, the company
announced that it had chosen not to make the June 1st interest
payments of approximately $38 million on its senior notes due in
2013 and in 2016.  The company is utilizing the applicable 30-day
grace period "while it continues discussions regarding a capital
restructuring with its lenders and others".  If an agreement among
Lear and its debt holders is not achieved within the 30 day grace
period, Lear may be forced to file for bankruptcy.  In a related
action, Moody's lowered the ratings on the senior secured term
loan to Ca from Caa1, and on the unsecured notes to C from Caa2.
This action concludes the review initiated in December 12, 2008.
The outlook is negative.

The lowering of Lear's Probability of Default Rating to Ca
reflects the increased risk of a potential distressed debt
exchange or bankruptcy filing by the company.  Lear has been
operating under waivers to its senior secured credit facilities
since March 2009.  The most recent waiver will expire on June 30,
2009.  The outcome of these negotiations must address these: the
$468 million reduction in the company's revolving credit
commitments in March 2010; financial covenant cushions to provide
sufficient liquidity to operate through the currently difficult
industry environment; and the company's capital structure, given
the uncertain timing and degree of an industry recovery over the
intermediate term.

The negative outlook considers that industry conditions will
continue to be negatively affected by lower consumer demand over
the intermediate term.  In addition, the bankruptcy filing of GM
(23% of 2008 sales), and Chrysler (3%) increases the risks of
operational disruptions at Lear over the near term as these OEMs
further rationalize their operations, which include reducing
product lines, plant closures, and other operational improvements.

Lear's Speculative Grade Liquidity is rated SGL-4 reflecting the
company's weak liquidity profile.  As of April 4, 2009, Lear
maintained cash and cash equivalents of $1.2 billion.  However,
Moody's believes that cash balances could be meaningfully reduced
by 2010 due to cash requirements for the company's operations, the
$468 million maturity of a portion of the revolving credit in
March 2010, and any potential debt repayment which might be
required as part of negotiating a successful amendment.  Lear's
Euro 315 million factoring facility has been suspended due to
rating downgrades.  As of April 4, 2009, there were no factored
receivables.  Lear has $1.29 billion of revolving credit
facilities, composed of an $822 million facility maturing in
January 2012 and a $468 million facility maturing in March 2010.
Lear has fully borrowed available amounts under these facilities
in order to bolster its liquidity position.  The bank debt is
secured by the capital stock of all the company's domestic
subsidiaries and a portion of the first tier foreign subsidiaries,
and certain domestic assets subject to the 10% lien limitation
within the company's bond indentures.  Above these levels,
collateral must be shared with the bonds.

Ratings Lowered:

  -- Probability of Default, to Ca from Caa2;

  -- Corporate Family Rating, to Ca from Caa2;

  -- Senior Secured Term Loan, to Ca (LGD4, 56%) from Caa1 (LGD3,
     42%);

  -- Senior Unsecured Notes, to C (LGD5, 73%) from Caa2 (LGD4,
     58%)

Ratings affirmed:

  -- Speculative Grade Liquidity Rating of SGL-4

The last rating action was on January 7, 2009, when Lear's
Corporate Family Rating was lowered to Caa2 and the ratings
remained under review for further downgrade.

Lear Corporation, headquartered in Southfield, Michigan, is
focused on providing complete seat systems, electrical
distribution systems and various electronic products to major
automotive manufacturers across the world.  The company had net
sales of $13.6 billion in 2008 and employed approximately 80,000
employees in 36 countries.


LEHMAN BROTHERS: Libra & SocGen Object to Proposed Assumption
-------------------------------------------------------------
As reported by the Troubled Company Reporter on May 13, 2009,
Lehman Brothers Holdings Inc. and its debtor-affiliates sought
authority from the U.S. Bankruptcy Court for the Southern District
of New York to assume and assign a credit default swap agreement
to Deutsche Bank AG, London Branch, and a letter of agreement with
the bank.

Libra CDO Limited and Societe Generale New York Branch argue that
a ruling on the proposed assumption of the swap agreement, the
letter of agreement, and the proposed break-up fee should not be
granted at this time.

Libra and SocGen point out that in connection with the proposed
assumption, the Debtors also sought court approval of a letter of
agreement with the bank.  The letter agreement secures the
commitment of Deutsche Bank to assume the swap agreement and
prohibits the bank to enter into another transaction while the
dispute between Libra CDO and the Debtors over the swap agreement
is not yet resolved.  The dispute stemmed from Libra's
announcement that the swap agreement had been terminated on
October 10, 2008, as a result of the Debtors' bankruptcy.  The
Debtors have filed a lawsuit seeking nullification of the
termination while Libra filed a lawsuit seeking court declaration
that the termination is valid.

Attorney for Libra CDO and SocGen, Brian Trust, Esq., at Mayer
Brown LLP, in New York, asserts that the proposed assumption and
the request for approval of the letter agreement and the break-up
fee are premature.  Mr. Trust adds that the proposed arrangement
would not encourage further bids before the lawsuits are concluded
"further demonstrating that consideration of the proposed break-up
fee should be deferred to that time."

"Given the terms of the proposed arrangement, there is no
legitimate reason why the Debtors or their proposed assignee need
to know whether a break-up fee will be approved, or in what
amount, at any time before the adversary proceedings are
concluded," Mr. Trust asserts, adding that there no reason why
the lawsuits have to be concluded in just 90 days from the day
the letter agreement was executed.

                 Debtors Defend Proposed Assumption

The Debtors ask the Court to overrule the objections of Libra and
Societe arguing that the letter agreement and the proposed break-
up fee have the support of the general unsecured creditors.

"The support by the creditors and the absence of any objections
on behalf of genuine creditors demonstrates the propriety of the
relief requested," Ralph Miller, Esq., at Weil Gotshal & Manges
LLP, in New York asserts, adding that Libra and Societe did not
raise their objections as creditors of Debtor Lehman Brothers
Special Financing SF but as counterparties in a related adversary
proceeding.  "These two parties have interests diametrically
opposed to the estate and its creditors," Mr. Miller says.

According to Mr. Miller, if it is determined that the swap
agreement is not terminated, LBSF stands to recover hundreds of
millions of dollars and Libra and SocGen would be responsible for
paying those funds to the estate.  He says LBSF entered into the
letter agreement and filed the motion after settlement
discussions with Libra and SocGen on the issue failed to reach a
settlement.  "The position of Libra and SocGen is nothing more
than that of a losing bidder, and such losing bidders are
routinely precluded from challenging the Debtor's entry into a
transaction with another party," Mr. Miller says.

                     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: LBSF Sues BNY Corporate Trustee
------------------------------------------------
Debtor Lehman Brothers Special Financing, Inc., commenced an
adversary proceeding against BNY Corporate Trustee Services
Limited to prevent certain unenforceable ipso facto clauses from
improperly modifying LBSF's right to priority payments under
certain swap agreements solely because it filed a Chapter 11 case.

BNY entered into a Principal Trust Deed in 2002 with Dante Finance
Public Limited Company pursuant to which a multi-issuer secured
obligation program was established.  Under the program, Dante
issued secured Notes to borrow, buy, sell, or enter into other
secured obligations, including swaps.  BNY serves as Trustee under
the program.  One of the Issuers of Notes under the Dante program
was Saphir Finance Public Limited Company.  LBSF is the swap
counterparty under the transactions.

In December 2008, Saphir sent putative notices to LBSF stating
that LBSF's bankruptcy filing constituted an Event of Default
under the ISDA Master Agreement and designated December 1, 2008,
as the early termination date under the agreement.  No
distributions under the Transaction Documents have occurred since
Saphir sent its notices.

If LBSF's right to payment priority is modified as a result of its
bankruptcy filing, and its distributions would be subordinate to
noteholder distributions, LBSF would receive no payments given
that amounts that would be due to Noteholders would exceed
available funds.  The resulting loss to LBSF's bankruptcy estate
and its creditors would be approximately $39 million for the
Saphir 2004-11 transaction and approximately $31 million for the
Saphir 2006-5 transaction.

Accordingly, LBSF asks the U.S. Bankruptcy Court for the Southern
District of New York to declare that the provisions modifying its
payment priority solely because of its bankruptcy filing are
unenforceable ipso facto clauses and that any action to enforce
those provisions violates the automatic stay.

                     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: Alvarez & Marsal Gets $42.6MM for 3 Months' Work
-----------------------------------------------------------------
Alvarez & Marsal North America, LLC, filed with the U.S.
Bankruptcy Court for the Southern District of New York its second
quarterly compensation report for the period December 1, 2008, to
February 28, 2009, in relation to its work in Lehman Brothers
Holdings Inc. and its debtor-affiliates' Chapter 11 cases.  The
report showed that the firm received these amounts for payment of
fees and reimbursement of expenses during the period:

  Compensation Period       Professional Fees    Expenses
  --------------------      -----------------    --------
  12/01/08 to 12/31/08         $13,507,262       $681,862
  01/01/09 to 01/31/09          14,396,008        486,667
  02/01/09 to 02/28/09          14,786,790        640,987

Lehman Brothers Holdings Inc. hired Bryan P. Marsal as its chief
restructuring officer, as required under the terms of the
$450,000,000 DIP Facility.  Lehman Brothers tapped the services of
Mr. Marsal and other employees of Alvarez & Marsal North America
LLC, in New York, in connection with its restructuring.

                     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: Taps Jones Day to Probe Barclays & AIG CDS Deals
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors sought
and obtained an order from the U.S. Bankruptcy Court for the
Southern District of New York authorizing Jones Day to provide
them legal assistance in connection with:

  (i) the examination of the negotiation and conclusion of the
      the asset purchase agreement dated September 16, 2008, and
      and other related transactions involving the Debtors and
      Barclays Capital Inc. that occurred in and after September
      2008; and

(ii) the examination of issues relating to derivatives trades
      among Debtor Lehman Brothers Special Financing Inc. and
      certain other Debtors, on the one hand, and the
      counterparty to trades, AIG CDS, Inc. and its
      affiliates, on the other.

As reported by the Troubled Company Reporter on March 11, 2009,
the U.S. Bankruptcy Court for the Southern District of New York
authorized Lehman Brothers Holdings Inc. and its debtor-affiliates
to employ Jones Day as their special counsel.  As special counsel,
Jones Day will:

  (1) assist Lehman Brothers Holdings, Inc., in relation to any
      issues arising in the Asia Pacific region, principally in
      Hong Kong, The Philippines, Taiwan, Japan and Australia,
      as a result of their bankruptcy cases in the United
      States;

  (2) assist and advise LBHI with respect to the insolvency
      proceedings of Lehman Brothers Australia Holdings Pty
      Limited in Australia;

  (3) assist LBHI and its U.S.-based units in asserting claims
      in the Japanese Civil Rehabilitation proceedings of Lehman
      Brothers Japan KK, Lehman Brothers Commercial Mortgage KK
      and Sunrise Finance KK in Japan;

  (4) advise LBHI in connection with claims that may be asserted
      against it relating to Lehman Brothers Japan Holdings KK;

  (5) advise LBHI and its units with respect to distressed debt
      transactions in Taiwan, China, The Philippines and
      Thailand, and its acquisition and financing of real estate
      assets in Taiwan;

  (6) represent certain Lehman units through various "third
      parties" in the sale of their Sunrise Project and the
      changes to their corporate registrations required by the
      departure of the members of the Boards of their operating
      companies to Nomura;

  (7) continue representing LBHI in the lawsuit it filed against
      John Kontrabecki in the U.S. Bankruptcy Court of the
      Northern District of California, and in related bankruptcy
      cases; and

  (8) represent LBHI and its affiliated debtors in connection
      with their businesses and operations in India.

In exchange for its services, the Debtors will pay Jones Day these
hourly rates:

    Professionals         Rates
    -------------      -----------
    Partners           $575 - $900
    Counsel            $525 - $550
    Associates         $200 - $475
    Paralegals         $190 - $225

                     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)


LEONARD O WALLACE: Meeting of Creditors Scheduled for June 10
-------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Leonard O. Wallace's Chapter 11 case on June 10, 2009, at
9:00 a.m.  The meeting will be held at 6450 N. Mineral Dr., in
Coeur d Alene, Idaho.

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.

Post Falls, Idaho-based Leonard O. Wallace filed for Chapter 11 on
May 14, 2009 (Bankr. D. Idaho Case No. 09-20496).  Bruce A.
Anderson, Esq., represents the Debtor in its restructuring
efforts.  The Debtor has assets and debts both ranging from
$10 million to $50 million.


LYONDELL CHEMICAL: Solutia Dispute Millenium's Claims
-----------------------------------------------------
Solutia Inc. denies all allegations set forth in Debtor Millennium
Petrochemicals Inc.'s complaint.

Early this year, Millennium Petrochemicals Inc. commenced an
action against Solutia Inc. and Solutia Europe SPRL/BVBA, to
recover $1,964,896.  Pursuant to an Amended and Restated Vinyl
Acetate Monomer Sales Agreement, the Debtor sold to the Solutia
Entities vinyl acetate monomer.  Under the Agreement, Solutia must
pay for the Product within 30 days of each invoice date.  Since
December 2008, the Debtor sent Solutia nine invoices for payment
in connection with sales of the Product totaling $820,869.  But
Solutia has not paid those amounts.  Moreover, the Debtor sent
Solutia Europe three invoices totaling $1,144,026, which remains
unpaid.  Lyondell Chemical Company, on behalf of Millennium, wrote
to demand adequate assurance of future performance from the
Solutia Entities under the Agreement, however, the Solutia
Entities have refused to provide adequate assurance to Millennium.
Subsequently, Lyondell informed the Solutia Entities that due to
their not providing adequate assurance, the Solutia Entities had
repudiated the Agreement as of March 13, 2009.

Representing Solutia, Jeffrey J. Zieger, Esq., at Kirkland & Ellis
LLP, in New York, explains that under a June 2007 letter of
credit, Millennium and Equistar Chemicals, LP agreed to provide
$25 million of credit to Solutia.  Under the Credit Letter,
Equistar did not lift the credit restrictions, but instead, did
not require Solutia to pay Equistar until the total amounts
outstanding exceeded the current negotiated aggregate credit limit
of approximately $45 million, including the original $25 million
credit limit and the 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.
Moreover, the line of credit provided to Solutia under the Credit
Letter applies to any products purchased by Solutia from Equistar
or Millennium, he notes.  He discloses that Solutia's combined
obligations to Equistar and Millennium are under the $45 million
cap.  Millennium, however, has now sued Solutia for the amounts
owed under the credit line -- even though they are not due and
payable -- because of Millennium's own liquidity concerns, he
asserts.  Thus, he contends that Millennium's claims are barred,
in whole or in part, based on estoppel.

In addition, Mr. Zieger stresses that Millennium's claims are
barred, in whole or in part, by the doctrine of unclean hands,
waiver, and laches.

In a separate filing, Solutia Europe SPRL/BVBA also denies all
allegations asserted by Millennium.  Solutia Europe asserts
defenses identical to Solutia arguing that Millennium's claims
are barred, in whole or part, by doctrines of estoppel, unclean
hands, waiver, and laches.

Mr. Zierger further argues that Millennium's claims are barred,
in whole or in part, because Solutia Europe is not subject to
personal jurisdiction before the Bankruptcy Court.  He explains
that the Amended and Restated Vinyl Acetate Monomer Sales
Agreement was to be performed entirely within Europe.

Millennium and the Solutia Entities will follow the schedule
approved by Judge Robert E. Gerber of the United States Bankruptcy
Court for the Southern District of New York in the adversary
proceeding commenced by Debtor Equistar Chemicals, LP against
Solutia Inc.

  * 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)


LYONDELL CHEMICAL: Marathon Petroleum Agrees to Dismiss Appeal
--------------------------------------------------------------
Marathon Petroleum Company LLC and Lyondell Chemical Company and
its debtor-affiliates filed with the U.S. District Court for the
Southern District of New York on April 30, 2009, a stipulation of
voluntary dismissal of appeal pursuant to Rule 8001(c)(2) of the
Federal Rules of Bankruptcy Procedure, with each party bearing its
own costs.  District Court Judge Richard M. Berman approved the
stipulation on May 1, 2009.

Marathon Petroleum Company LLC previously appealed the order
entered by Judge Robert E. Gerber on February 26, 2009, granting
preliminary injunction in favor of the Debtors' non-debtor
affiliates, and Judge Gerber's bench decision regarding the
Injunction Order.

Judge Gerber granted the preliminary injunction sought by Lyondell
Chemical Company preventing certain creditors from proceeding
against its parent company, LyondellBasell Industries AF S.C.A.
Judge Gerber enjoined the parties from commencing involuntary
insolvency proceedings in foreign countries -- against LBI until
April 27, 2009, or for a period of 60 days.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  About a year after
completing the merger, LyondellBasell Industries' U.S. operations
and one of its European holding companies -- Basell Germany
Holdings GmbH -- filed voluntary petitions to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to
facilitate a restructuring of the company's debts.  The case is In
re Lyondell Chemical Company, et al., Bankr. S.D. N.Y. Lead Case
No. 09-10023).  Seventy-nine Lyondell entities, including Equistar
Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals
Inc., and Wyatt Industries, Inc., filed for Chapter 11.    In May
2009, one of the cases was dismissed -- Case No. 09-10068 --
because it is duplicative of Case No. 09-10040 relating to Debtor
Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan (comprising $3.25 billion in
new loans and a $3.25 billion roll-up of existing loans) and a
$1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009 in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MARINER ENERGY: Moody's Assigns 'B3' Rating on $250 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3, LGD5 (74%) rating to
Mariner Energy, Inc.'s proposed offering of $250 million of senior
unsecured notes due 2016.  Moody's also affirmed Mariner's B2
Corporate Family Rating and Probability of Default Rating and the
B3, LGD5 (74% changed from 71%) rating on the company's existing
$600 million of senior unsecured notes.  The Speculative Grade
Liquidity Rating remains SGL-2 and the outlook is stable.  These
rating actions are subject to the completion of Mariner's common
stock and notes offering.

"Mariner's common stock offering provides significant debt
reduction that supports the company's B2 rating," commented Pete
Speer, Moody's Vice President.  "The stock and bond offering
proceeds will pay down revolver borrowings in order to maintain
Mariner's good liquidity profile."

The company announced an offering of 10 million shares of common
stock and $250 million of senior unsecured notes.  Pro forma for
the stock offering, leverage as measured against proved developed
reserves will decline from just over $11/boe as of March 31, 2009,
to around $9.75.  This improvement in leverage metrics has
strengthened Mariner's positioning within the B2 rating category
and offset some of Moody's concerns regarding the company's high
finding and development costs.

Pro forma for the stock and debt offerings, Mariner will have
approximately $250 million drawn on its revolving credit facility,
leaving the company with approximately $550 million of
availability.  Mariner expects to fund its capital expenditure
budget over the remainder of 2009 with operating cash flow and use
free cash flow to further reduce revolver borrowings.  This
substantial increase in revolver availability reduces the
company's liquidity risks in future borrowing base
redeterminations and was important for maintaining the SGL-2
rating given the currently weak natural gas price environment.

The last rating action was on April 24, 2007, when Moody's
affirmed Mariner's B2 CFR and assigned a B3 rating to Mariner's
offering of senior unsecured notes due 2017.

Mariner Energy, Inc., is an independent exploration and production
company headquartered in Houston, Texas that operates primarily in
the Gulf of Mexico and West Texas


MASONITE INTERNATIONAL: Set to Emerge From Bankruptcy Very Soon
---------------------------------------------------------------
Masonite International Inc. said in a news release dated June 1,
2009, that the Ontario Superior Court of Justice issued an order
recognizing and implementing in Canada the May 29, 2009
confirmation by the U.S. Bankruptcy Court in Wilmington, Delaware
of the Company's Plan of Reorganization and approving the Canadian
corporate plan of arrangement. Masonite expects to emerge from
Chapter 11 of the U.S. Bankruptcy Code and Companies' Creditors
Arrangement Act (CCAA) protection in Canada within the next few
weeks.

The Company previously announced that both Masonite's term lenders
and bondholders voted overwhelmingly in support of the Plan and
the CBCA Plan, with 100% of the senior secured debt (US$1.4
billion, 161 term lenders) and 99.99% of the bondholders (US$665
million, 101 bondholders) of those voting on the Plan and the CBCA
Plan voting to accept them. In a show of further support for the
Company's Plan and CBCA Plan, the term lenders chose to convert
99% of their holdings to equity, which means that Masonite will
emerge from this process with less than approximately US$11.3
million of long-term debt on its balance sheet.

Masonite also reported that it had more than US$163 million in
cash-on-hand at the end of the first quarter of 2009 and expects
to close on an Asset-Backed, Revolving Line of Credit facility of
up to US$150 million shortly after emergence.

As previously announced, Masonite's Plan and CBCA Plan will become
effective -- and the Company will exit bankruptcy protection -- as
soon as all closing conditions to the Plan and the CBCA Plan have
been met.

"These orders by the Ontario Superior Court of Justice and the
U.S. Bankruptcy Court mark the final stages of Masonite's
restructuring, and we should expect to emerge from Chapter 11 and
CCAA protection in just a few weeks," said Fred Lynch, President
and Chief Executive Officer of Masonite. "As a result of this
restructuring and the continued focus on our strategy, Masonite
will emerge from this process a stronger, more competitive, more
capable company. We want to thank our agent, The Bank of Nova
Scotia, and our creditors for their strong endorsement of our Plan
of Reorganization, which we believe will provide us with the
financial flexibility to not only weather this downturn, but to
also take advantage of new growth opportunities as the markets
rebound. That's good for the Company, our employees, customers and
all of our business partners."

                  About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MASTEC INC: $100MM Sr. Notes Offering Won't Affect Moody's Ratings
------------------------------------------------------------------
Moody's Investors Service commented that MasTec, Inc.'s
announcement that it plans to offer $100 million of 4.0%
convertible senior notes due 2014 does not have an immediate
impact on its ratings and outlook (Ba3 corporate family rating;
stable outlook).

The last rating action was on January 13, 2009, when Moody's
affirmed MasTec, Inc.'s Ba3 corporate family rating and the B1
rating on its senior unsecured notes following its acquisition of
Wanzek.

MasTec, Inc., headquartered in Coral Gables, Florida, is a leading
specialty contractor operating mainly in the United States.  The
company generated revenues of approximately $1.5 billion for the
twelve months ended March 31, 2009.


MID AMERICA: Case Summary & Eight Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mid America Agri Products/Horizon, LLC
        P.O. Box 1655
        1900 East State Farm Road
        North Platte, NE 69103

Bankruptcy Case No.: 09-41543

Chapter 11 Petition Date: June 3, 2009

Court: District of Nebraska (Lincoln Office)

Debtor's Counsel: Robert V. Ginn, Esq.
                  rvgbknotice@huschblackwell.com
                  Blackwell Sanders Peper Martin LLP
                  1620 Dodge Street, Suite 2100
                  Omaha, NE 68102
                  Tel: (402) 964-5000
                  Fax: (402) 964-5050

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Cargill                        trade             $950,085
19849 West Highway 30
PO Box 460
Shelton, NE 68876-0460

ONEOK Partners LP              utility            $314,591
West Fifth Stree
Tulsa, OK 74103

Furnas County Treasurer        taxes              $186,863
PO Box 407
912 R. Street
Beaver City, NE 68926

SG Aermicas Securties LLC      consulting         $132,676

Noble Americs                  leases             unknown

CAT Financial Services         leases             unknown

City of Cambridge              utilities          unknown

Kinder Morgan Interstate       transporation      unknown

The petition was signed by Robert F. Lundeen, chief executive
officer.


MIDWAY GAMES: Compensation Committee Okays Bonus Plan for Spiess
----------------------------------------------------------------
On May 26, 2009, the Compensation Committee of the Board of
Directors of Midway Games Inc. approved Midway Games Limited's
Sales Bonus Plan for Martin Spiess, Executive Vice President,
International, for MGL, a wholly-owned subsidiary of Midway Games
with its office in London, England.

Under the terms of the Bonus Plan, Mr. Spiess may receive a bonus
amount up to EUR23,100 and EUR42,900 in each of May and June 2009.
Each Monthly Bonus is payable by MGL within three business days
after MGL's final tabulation of gross sales for May and June 2009,
respectively. Sixty percent of each Monthly Bonus shall be paid
regardless of the gross sales for the applicable month. The
remaining forty percent of each Monthly Bonus shall only be paid
if gross sales for the applicable month equal or exceed a
specified amount. The Monthly Bonus shall be subject to applicable
taxes -- including, without limitation, any applicable government
deductions such as National Insurance Contributions -- before
payment.

In a regulatory filing dated June 1, 2009, Matthew V. Booty, the
company's president and chief executive officer, said that Mr.
Spiess will not be entitled to payment under the Bonus Plan if he:
(i) is not actively employed by MGL on the date of payment of the
applicable Monthly Bonus; (ii) has given to or received from MGL
notice of termination of his employment; (iii) is on garden leave;
(iv) has been continuously absent from the office for more than
four (4) weeks on sick leave; or (v) is on unpaid leave of more
than two weeks with MGL's agreement.

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  David W. Carickhoff, Jr., Esq., Michael David
Debaecke, Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome
LLP, represent the Debtors in their restructuring efforts.  The
Debtors proposed Lazard as their investment banker, Dewey &
LeBoeuf LLP as special counsel, and Epiq Bankruptcy Solutions LLC
as claims agent.


MOMENTIVE PERFORMANCE: S&P Retains 'CC' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CC' corporate
credit rating on Momentive Performance Materials Inc. remains on
CreditWatch with negative implications pending completion of an
exchange offer, which S&P deems to be distressed.  If the company
completes the offer as proposed, S&P will lower the corporate
credit rating to 'SD' (selective default).

S&P assigned a 'C' issue rating and a recovery rating of '6' to
Momentive's proposed offering of $200 million second-lien notes
due in 2014.  These ratings, which reflect S&P's views of the
company's credit quality following the exchange offer, indicate
S&P's expectation for negligible (0% to 10%) recovery for the
holders of these notes in the event of a payment default.

At the same time, S&P lowered the issue ratings on the senior
secured debt of Momentive and its subsidiaries to 'CCC-' from
'CCC', and removed the ratings from CreditWatch.  In addition, S&P
revised the recovery ratings on the senior secured debt to '3'
from '1'.  These ratings indicate S&P's expectation of meaningful
(50% to 70%) recovery for the holders of this debt.

In addition, S&P lowered the ratings on Momentive's senior
unsecured debt to 'C' from 'CC' and revised the recovery rating to
'6' from '4'.  The subordinated debt remains at 'C' with a
recovery rating of '6'.  The senior unsecured debt and
subordinated debt remain on CreditWatch with negative implications
pending completion of the exchange offer, when S&P expects to
lower the issue ratings to 'D'.

These rating actions follow S&P's review of the company's business
and financial prospects, as well as an updated recovery analysis.
For the complete recovery analysis, see S&P's recovery report on
Momentive to be published shortly after this report.

If the exchange offer is completed as currently planned, S&P
expects to raise the corporate credit rating to 'CCC-' from 'SD'
and assign a negative outlook.  S&P also expects to raise the
senior unsecured and subordinated debt ratings back to 'C' from
'D' following the completion of the transaction.

Momentive has extremely high leverage.  At March 29, 2009, total
adjusted debt was close to $4 billion, and total adjusted debt to
EBITDA was well into the double digits.  S&P adjusts debt to
include about $500 million of pay-in-kind seller notes at the
parent holding company, about $125 million in unfunded, tax-
effected postretirement obligations, and $40 million of
capitalized operating leases.

S&P expects to lower the corporate credit rating to 'SD' and the
senior unsecured and subordinated debt ratings to 'D' upon
completion of the exchange offer, which management currently
believes will occur on June 9, 2009.  If the exchange offer is
completed as currently planned, and barring any other major
developments, S&P expects shortly thereafter to raise the
corporate credit rating to 'CCC-' and assign a negative outlook.
S&P anticipates that all the issue ratings will stay at or revert
to the levels.


MORRIS PUBLISHING: Has Until June 12 to Pay $9.7MM Notes Interest
------------------------------------------------------------------
Morris Publishing Group, LLC, has obtained an extension until
5:00 p.m. New York City time, on June 12, 2009, to make a $9.7
million interest payment on its senior subordinated notes.
Holders of more than 80% of the outstanding amount of senior
subordinated notes have agreed to extend the forbearance period
for the payment due on the notes, which originally was due
February 1, 2009.

On May 28, 2009, the Company, as borrower, entered into Waiver
No. 6 of its Credit Agreement dated December 14, 2005, with Morris
Communications Company, LLC, certain lenders parties and JPMorgan
Chase Bank, N.A., as administrative agent.  Additional parties to
the Waiver include the subsidiary guarantors of Morris Publishing,
Morris Communications, MPG Newspaper Holding, LLC, the parent of
Morris Publishing, Shivers Trading & Operating Company, the parent
of MPG Holding, and Morris Communications Holding Company, LLC,
the parent of Morris Communications.  Lender parties to the Credit
Agreement are JPMorgan Chase Bank, N.A., The Bank of New York,
SunTrust Bank, Wachovia Bank, N.A., Bank of America, N.A., General
Electric Capital Corporation, Allied Irish Banks, P.L.C., RBS
Citizens, N.A., Comerica Bank, US Bank, National Association,
First Tennessee Bank, National Association, Webster Bank, National
Association, Keybank National Association, Sumitomo Mitsui Banking
Corporation, and Mizuho Corporate Bank, Ltd.

An event of default under the Credit Agreement is if Morris
Publishing defaults in the payment of any principal or interest
due on any other indebtedness having an aggregate principal amount
of $5,000,000 or more.  The waiver will terminate earlier if
Amendment No. 3 to the Forbearance Agreement is terminated or
amended prior to that time or upon other defaults.

Waiver No. 6 also waives until June 12, 2009, any event of default
that may have occurred consisting solely of the consolidated cash
flow ratio of Morris Communications and Morris Publishing
exceeding the applicable amount permitted under the Credit
Agreement.

Morris Publishing's senior bank group also agreed to extend until
June 12, 2009, the waiver of the cross default arising from the
overdue interest payment on the senior subordinated notes.

                      About Morris Publishing

Headquartered in Augusta, Geogia, Morris Publishing Group, LLC --
http://www.morris.com/-- was formed in 2001 and assumed the
operations of the newspaper business segment of its parent, Morris
Communications Co., LLC, a privately held media company.  The
company has a concentrated presence in the Southeast, with four
signature holdings: The Florida Times-Union (Jacksonville), The
Augusta Chronicle, Savannah (Georgia) Morning News and Athens
(Georgia) Banner-Herald.  Morris Publishing owns and operates 13
daily newspapers as well as nondaily newspapers, city magazines
and free community publications in the Southeast, Midwest,
Southwest and Alaska.

                           *     *     *

As reported in the Troubled Company Reporter on February 5, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Augusta, Georgia-based Morris Publishing Group LLC to
'D' from 'CCC'.

In addition, the issue-level rating on the company's $300 million
senior subordinated notes was lowered to 'D' from 'CC', and the
issue-level rating on its senior secured credit facility was
lowered to 'CC' from 'CCC+'.


NANOGEN INC: Section 341(a) Meeting Slated for June 18 in Delaware
------------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in Nanogen, Inc., and its debtor-
affiliates' Chapter 11 cases on June 18, 2009, at 10:00 a.m.  The
meeting will be held at J. Caleb Boggs Federal Building, Room
5209, 844 King Street, in Wilmington, Delaware.

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

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.

Headquartered in San Diego, California, Nanogen, Inc. is a
manufacturer of advanced human diagnostic products.

The Company and its affiliates filed for Chapter 11 on May 13,
2009 (Bankr. D. Del. Lead Case No. 09-11696).  Karen B.
Skomorucha, Esq., Ricardo Palacio, Esq., and William Pierce
Bowden, Esq., at Ashby & Geddes, P.A., represent the Debtors in
their restructuring efforts.  The Debtors have assets and debts
both ranging from $10 million to $50 million.


NORTHFIELD LABORATORIES: Gets Delisting Notice from NASDAQ
----------------------------------------------------------
Northfield Laboratories Inc. said it has received a letter dated
June 2, 2009 from the staff of the Nasdaq Stock Market indicating
that the Company's common stock will be delisted from the Nasdaq
Global Market as of the opening of trading on June 11, 2009 in
accordance with Nasdaq Listing Rules 5100 and 5110(b) and
IM-5100-1.

Receipt of the Nasdaq letter follows the Company's announcement on
June 1, 2009 that it had filed a voluntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy
Court for the District of Delaware.  The filing was made to
facilitate the Company's previously-announced plan to wind down
its business operations and carry out an orderly disposition of
its assets. In view of the Company's plan to wind down its
business, the Company does not expect to appeal the determination
of the Nasdaq staff with respect to the delisting of its common
stock.

Following the effective date of the delisting of its shares on the
Nasdaq Global Market, the Company's common stock will not be
immediately eligible to trade on the OTC Bulletin Board or in the
"Pink Sheets" over-the-counter trading market. The Company's
common stock may become eligible if a market maker submits an
application to quote the common stock in accordance with
Securities and Exchange Commission Rule 15c2-11 and the
application is approved. Only a market maker, and not the Company,
may file an application with respect to quotation of the Company's
common stock.

There can be no assurance that the Company's common stock will
become eligible for trading on the OTC Bulletin Board or any other
over-the-counter trading market, or that an active trading market
will develop or continue if the Company's common stock becomes
eligible for trading. The lack of an active trading market for the
Company's common stock is likely to make it more difficult for
stockholders to sell their shares and may result in a material
decrease in the market price of the Company's common stock. As a
result of the commencement of its Chapter 11 bankruptcy
proceeding, the Company expects to suspend future compliance with
its ongoing public reporting obligations under Sections 12 and 15
of the Securities Exchange Act of 1934. Suspension of compliance
with these reporting obligations may cause the Company's common
stock to become ineligible for trading on the OTC Bulletin Board
or other over-the-counter trading markets.

Headquartered in Evanston, Illinois, Northfield Laboratories Inc.
(NASDAQ:NFLD) -- http://www.northfieldlabs.com/-- develops
oxygen-carrying red blood cell to patients with low hemoglobin
level.

Northfield Laboratories Inc. filed for Chapter 11 protection on
June 1, 2009 (Bankr. D. Del. Case No. 09-11924).  Ian Connor
Bifferato, Esq., and Thomas F. Driscoll, III, Esq., at Bifferato
LLC, assist the Debtor in its restructuring efforts.  In its
petition, the Debtor listed estimated assets to range from
$10,000,001 to $50,000,000, and estimated debts to range from
$1,000,001 to $10,000,000.


NUKOTE INT'L: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Nukote International, Inc.
        200 Beasley Drive
        Franklin, TN 37064

Bankruptcy Case No.: 09-06240

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Nu-Kote Imperial, Ltd.                             09-06243
International Communications Materials, Inc.       09-06244
Envirosmart, Inc.                                  09-06245
Black Creek Holdings Ltd.                          09-06246

Type of Business: The Debtors make ink and toner cartridges for
                  laser and ink-jet printers, copiers, and fax
                  machines.

                  See http://www.nukote.com/

Chapter 11 Petition Date: June 3, 2009

Court: Middle District of Tennessee (Nashville)

Judge: Keith M Lundin

Debtor's Counsel: Barbara Dale Holmes, Esq.
                  bdh@h3gm.com
                  Harwell Howard Hyne Gabbert & Manner, P.
                  315 Deaderick Street, Suite 1800
                  Nashville, TN 37238
                  Tel: (615) 256-0500
                  Fax: (615) 251-1058

                        -- and --

                  Frank J. Wright, Esq.
                  bankruptcy@wgblawfirm.com
                  Wright Ginsberg Brusilow PC
                  14755 Preston Road, Suite 600
                  Dallas, TX 75254
                  Tel: (972) 788-1600
                  Fax: (972) 239-0138

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Grupo American Industries S.                     $2,616,094
Av. Washington No. 3701
Edificio 18, Col. Panamericana
Chichuahua, Chichuahua
Mexico 31200
Tel: 01152 (614) 439
Fax: 01152 (614) 439-36-09

Static Control Components                        $2,517,888
PO Box 60976
Charlotte, NC 28260-0976
Tel: (800) 488-2426

Innotex Precision Ltd.                           $2,2000,000
Unit 6, 10F, Blk A, MP Ind.
18 Ka Yip Street
Chai Wan, Hong Kong 070
Tel: 01152 (614) 439
Fax: 01152 (614) 439-36-09

Future Graphics LLC                              $2,155,401
1175 Aviation Place
San Fernando, CA 91340
Tel: (800) 394-990
Fax: (818) 838-7028

International Cargo (Jamaica)                    $891,119
Cargo Bldg., Suite 9
JFK International Airport
Jamaica, NY 11430
Tel: (718) 995-5550
Fax: (718) 995-9099

Fed Ex (Palatine)                                $708,352
PO Box 660481
Dallas, TX 75266-0481
Tel: (412) 809-4939
Fax: (412) 809-8511

Imex America Corp.                               $603,028

Hewlett-Packard Company                          $464,582

Mallory Alexander International                  $390,593

Nippon Carbide                                   $233,091

Tuico Products Corporation                       $215,877

Sunrise Distribution USA Inc.                    $210,472

Fay Sharpe LLP                                   $209,937

ABF Freight System Inc.                          $189,106

West Point Products                              $182,627

Print-Rite Procurement Service                   $163,355

Greentec International Inc.                      $155,468

Paschall Truck Line Inc.                         $145,398

Jamestown Container                              $134,383

Express Personnel Services                       $131,976

The petition was signed by John P. Rochon, chief executive officer
and president.


ORION POWER: Moody's Affirms Ba3 Sr. Unsecured Ratings
------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of RRI
Energy, including the Corporate Family Rating, to B1 from Ba3 and
its Probability of Default Rating to B1 from Ba3.  Moody's also
downgraded the company's senior secured ratings to B1 from Ba3 and
RRI's senior unsecured ratings to B2 from B1.  The Reliant Energy
Mid-Atlantic Power Hldgs., LLC senior secured pass-through
certificates are confirmed at Ba1 and the Orion Power Holdings
senior unsecured ratings are confirmed at Ba3.  In addition,
Moody's upgraded RRI's speculative grade liquidity rating to SGL-1
from SGL-2.  These rating actions conclude the review for possible
downgrade that was initiated on September 29, 2008.  The rating
outlook is stable.

"RRI's cash flow generation and key financial credit metrics are
declining due to reduced production volumes and margins" said Jim
Hempstead, Senior Vice President "but the company is expected to
also reduce its overall debt outstanding with the proceeds from
the recent divestiture of its retail electric provider operations
and the maturity of the OPH notes in May 2010."

The upgrade of RRI's speculative grade liquidity rating to SGL-1
from SGL-2 reflects to sizeable cash balances, availability under
its secured credit facility and ample headroom under its primary
financial covenant.  Moody's views management's stated intention
to redeem the approximately $400 million Orion Power Holdings
senior unsecured notes due in May 2010 as a credit positive, in
part due to the elimination of debt and in part due to the
simplified capital structure.

"Managing the cash balances as part of the operating risk profile
provides RRI with a reasonable cushion to weather the difficult
and uncertain market conditions" added Mr. Hempstead "and with the
company's pure focus on merchant generation, Moody's incorporate
an expectation that additional announcements regarding a reduction
in the targeted debt profile will be viewed positively for the
credit."

While the economic conditions and low commodity price environment
are contributing to lower volumes and margins for this largely un-
hedged merchant generator, RRI is well positioned with a B1 CFR
which places the company behind NRG (Ba3 CFR), in-line with Mirant
(B1 CFR) and ahead of Dynegy and Calpine (B2 CFR's), which seems
to make sense given RRI's relatively lower debt load and prospects
to improve their financial profile with improving market
conditions.

RRI's liquidity profile is strong, with approximately $1.4 billion
in cash on the balance sheet.  A portion of the retail sales
proceeds (approximately $250 million) is expected to reduce senior
secured debt at the parent.  In addition, the Orion Power Holdings
senior unsecured debt ($400 million due May 2010) is expected to
be redeemed with cash.  This action (OPH redemption) will serve to
simplify RRI's capital structure to where the majority of the
company's debt (secured and unsecured) resides at the parent
holding company level, with the exception of the REMA pass-through
certificates.

RRI's ratings are benefited by the diversity of its approximately
14 GW's merchant fleet, from both a geographic and dispatch
perspective, but are somewhat constrained by the operating
performance and efficiency of the assets, as evidenced by the low
fleet capacity factors.  The ratings are further constrained by
the company's exposure to steadily increasing environmental
regulations, exposure to volatile commodity prices and the
potential for carbon dioxide emission regulations.

The last rating action on RRI occurred on December 1, 2008, when
Moody's downgraded RRI's speculative grade liquidity rating to
SGL-2 from SGL-1.  On September 29, 2008, the ratings were placed
on review for possible downgrade.

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

Headquartered in Houston, Texas, RRI is an independent power
producer that owns a portfolio of approximately 14,000 MW's of
electric generating assets.

Downgrades:

Issuer: Pennsylvania Economic Dev. Fin. Auth.

  -- Senior Secured Revenue Bonds, Downgraded to B1 from Ba3

Issuer: RRI Energy, Inc.

  -- Issuer Rating, Downgraded to B1 from Ba3

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

  -- Corporate Family Rating, Downgraded to B1 from Ba3

  -- Multiple Seniority Shelf, Downgraded to a range of (P)B3 to
     (P)B1 from a range of (P)B2 to (P)Ba3

  -- Senior Secured Regular Bond/Debenture, Downgraded to B1 from
     Ba3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2
     from B1

Upgrades:

Issuer: Orion Power Holdings, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD3,
     35% from LGD3, 42%

Issuer: Pennsylvania Economic Dev. Fin. Auth.

  -- Senior Secured Revenue Bonds, Upgraded to LGD3, 43% from a
     range of 49 - LGD3 to 48 - LGD3

Issuer: RRI Energy, Inc.

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

  -- Senior Secured Regular Bond/Debenture, Upgraded to LGD3, 43%
     from LGD3, 48%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD5,
     74% from LGD5, 76%

Issuer: Reliant Energy Mid-Atlantic Power Hldgs., LLC

  -- Senior Secured Pass-Through, Upgraded to LGD2, 12% from LGD2,
     20%

Outlook Actions:

Issuer: Orion Power Holdings, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: RRI Energy, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Reliant Energy Mid-Atlantic Power Hldgs., LLC

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Orion Power Holdings, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Ba3

Issuer: Reliant Energy Mid-Atlantic Power Hldgs., LLC

  -- Senior Secured Pass-Through, Confirmed at Ba1


OCWEN FINANCIAL: Fitch Affirms Issuer Default Rating at 'B+'
------------------------------------------------------------
Fitch Rating has affirmed Ocwen Financial Corp's long-term Issuer
Default Rating at 'B+' and short-term IDR at 'B', and removed the
company's ratings from Negative Watch.  The Rating Outlook is
Stable.

OCN's removal from Rating Watch Negative reflects Fitch's view
that access to servicing advance facilities has improved as the
company has made sufficient progress toward maintaining advance
financing capacity by renewing, increasing, and/or adding
facilities.  For example, OCN renewed its advance facility, and
increased the size from $300 million to $500 million.

The rating affirmation and Stable Outlook are supported by OCN's
ability to generate a reliable earnings stream and stable
operating cash flows consistent with the rating level.  Fitch
believes demand for subprime and special servicing will remain
firm with potential upside from third party sources.  In addition,
the company is well positioned to benefit from programs such as
the government's 'Home Affordable Modification Plan,' which is
expected to generate incremental revenue for OCN.

Additionally, Fitch anticipates that the company will be able, if
required by noteholders, to repurchase the $55.5 million of
convertible notes on Aug. 1, 2009, with no material impact on
liquidity.  Furthermore, OCN's current cash position may allow the
company to add volume and fund additional MSR purchases if needed.
As a low-cost servicer for subprime and high-risk assets, Fitch
believes that the company's expertise will remain in demand for
the foreseeable future.

Maintaining the current rating incorporates OCN's ability to
manage growth and expanded revenue opportunities while maintaining
current operating margins and cash flow.


OWENS CORNING: Moody's Assigns 'Ba1' Rating on Note Offerings
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to Owens
Corning's proposed $250 - $350 million notes offering and affirmed
the company's existing debt ratings.  The Ba1 ratings reflect the
company's strong market position in the building products industry
and diversified revenue stream as a result of its market position
in roofing, insulation, and composite materials.  The ratings also
reflect the expectation that the company will have positive free
cash flow in 2009 allowing the company to delever slightly in
2009.  Moody's also affirmed the company's speculative grade
liquidity rating of SGL-2.  The ratings outlook remains negative.

The debt ratings were assigned:

  -- $350 million Senior Unsecured Notes, due 2019, rated Ba1
     (LGD4, 54%);

  -- Sr. Unsecured Shelf, rated (P) Ba1;

  -- $1 billion Revolving Credit Facility, due 2011, affirmed at
     Ba1; LGD rate changed to LGD4, 54% from LGD4, 55%;

  -- $600 million Term Loan, due 2011, affirmed at Ba1; LGD rate
     changed to LGD4, 54% from LGD4, 55%;

  -- $650 million 6.5% Senior Unsecured Notes, due 2016, affirmed
     at Ba1; LGD rate changed to LGD4, 54% from LGD4, 55%;

  -- $550 million 7.0% Senior Unsecured Notes, due 2036, affirmed
     at Ba1; LGD rate changed to LGD4, 54% from LGD4, 55%;

  -- Corporate family rating, affirmed at Ba1;

  -- Probability of default, affirmed at Ba1;

  -- Speculative grade liquidity rating, affirmed at SGL-2.

The new $250 million to $340 million senior unsecured notes are
pari passu with the company's other unsecured indebtedness.  The
new debt will be guaranteed by each of the company's current and
future domestic subsidiaries that are borrowers or guarantors
under the Credit Agreement.

Although the company's financial metrics are currently weak for
the rating category, the affirmation of the company's Ba1
corporate family rating reflects the belief that the company's
leverage levels, cash flow generation, and liquidity profile
should improve over the next twelve months to a level more
consistent with the current ratings.

The SGL-2 liquidity rating reflects expected good liquidly over
the next 12 months and takes into consideration the company's
internal liquidity, external liquidity, covenant compliance, as
well as alternative liquidity sources.  The company's $1 billion
revolver is expected to have over $500 million in availability
(including letters of credit) during much of 2009.  There is room
under the company's covenants and the company's debt is largely
unencumbered thereby providing for an alternative source of
liquidity.

The negative ratings outlook reflects the company's revenue and
profit declines and weak credit metrics that may pose challenges
to a meaningful deleveraging over the intermediate term.  The
company's composite business and its insulation business have both
been performing below expectations.  The company's main profit and
cash flow driver has been the more resilient roofing business and
any weakness in the roofing business would greatly pressure the
company's cash generation.  While the expectations are for a
gradual improvement in the operating environment for the rest of
the year, any shortfalls from this expected performance and the
inability to generate positive free cash flow in line with Moody's
expectations would likely lead to a downgrade of the ratings.

The last rating action was on February 26, 2008, when the
company's corporate family rating was downgraded to Ba1 from Baa3.

Headquartered in Toledo, Ohio, Owens Corning, is a global producer
of residential and commercial building materials, glass fiber
reinforcements and engineered materials for composite systems.
Revenues for the LTM period ended March 31, 2009, were
$5.6 billion.


PACIFIC ETHANOL: Meeting of Creditors Set for June 24 in Delaware
------------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Pacific Ethanol Holding Co. LLC and its debtor-affiliates'
Chapter 11 cases on June 24, 2009, at 10:00 a.m.  The meeting will
be held at J. Caleb Boggs Federal Building, Room 5209, 844 King
Street, in Wilmington, Delaware.

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.

Headquartered in Sacramento, California, Pacific Ethanol Holding
Co. LLC -- http://www.pacificethanol.net/-- produces and sells
ethanol.  The Debtors are affiliates of Pacific Ethanol Inc.

The Company and its affiliates filed for Chapter 11 on May 17,
2009 (Bankr. D. Del. Lead Case No. 09-11713).  Lawrence C.
Gottlieb, Esq., and Richard S. Kanowitz, Esq., at Cooley Godward
Kronish LLP represent the Debtors in their restructuring effort.
The Debtors propose to hire Steven M. Yoder, Esq., at Potter
Anderson & Corroon LLP as co-counsel and Epiq Bankruptcy Solutions
LLC as claims and noticing agent.  The Debtors listed $50 million
to $100 million in assets and $100 million to $500 million in
debts.


PARC AT CREEKSTONE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: The Parc at Creekstone, LLC
        Suite 1500, 171 17th Street
        Atlanta, GA 30363

Bankruptcy Case No.: 09-73878

Chapter 11 Petition Date: June 1, 2009

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

Debtor's Counsel: William C. Griffith, Jr., Esq.
                  3017 Piedmont Rd, NE, Suite 200
                  Atlanta, GA 30305
                  Tel: (404) 812-1926

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

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

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

The petition was signed by Neill Faucett.


PARK MEADOWS VILLAGE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Park Meadows Village Partners, LLC
        5000 California Ave #210
        Bakersfield, CA 93309

Bankruptcy Case No.: 09-15111

Chapter 11 Petition Date: June 2, 2009

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

Judge: Whitney Rimel

Debtor's Counsel: D. Max Gardner, Esq.
                  1800 30th St. 4th Fl.
                  Bakersfield, CA 93301-5298
                  Tel: (661) 327-9661

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

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

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

The petition was signed by Max Bacerra.


PARTICLE DRILLING: Files Chapter 11 in Houston; Ceases Operations
-----------------------------------------------------------------
Particle Drilling Technologies, Inc., filed for Chapter 11
protection on May 30 in the U.S. Bankruptcy Court for the Southern
District of Texas.  The Company had disclosed that it will
terminate 8 employees and initiate an unpaid furlough for its
remaining employees.

BankruptcyData.com reports that Particle Drilling has filed with
the Bankruptcy Court a motion for an interim order seeking
approval of an anticipated debtor-in-possession financing with a
potential D.I.P. lender.  The D.I.P. lender would provide to the
Company debtor-in-possession financing composed of a short term
loan facility in an aggregate principal amount of $1,575,000.

Based in Houston, Particle Drilling Technologies, Inc., filed for
Chapter 11 on May 30, 2009 (Bankr. S.D. Tex. Case No. 09-33744).
The Company is a deelopment stage oilfield service provider.
Edward L. Rothberg, Esq., at Weycer, Kaplan, Pulaski & Zuber,
represents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed total assets of
$2,884,606 and total debts of $1,418,514.


PENSKE AUTOMOTIVE: GM Ch 11 Filing Won't Affect Moody's Rating
--------------------------------------------------------------
Moody's Investors Service said that the June 1, 2009 bankruptcy
filing by General Motors has no immediate impact on the ratings
and outlooks for the auto retailers rated by Moody's.

These are the rated Auto Retailers:

-- Asbury Automotive Group Inc.
-- AutoNation, Inc.
-- Group 1 Automotive, Inc.
-- Penske Automotive Group, Inc.
-- Sonic Automotive Group, Inc.

The last rating action for Asbury Automotive Group, Inc., was the
March 25, 2009 downgrade of the Corporate Family and Probability
of Default ratings to B2 from B1 and the assignment of a negative
outlook.

The last rating action for AutoNation, Inc., was the December 5,
2008 affirmation of the Ba1 Corporate Family and Probability of
Default ratings, and a change in the outlook to negative from
stable.

The last rating action for Group 1 Automotive, Inc., was the
March 20, 2009 downgrade of the Corporate Family and Probability
of Default ratings to B1 from Ba3 and assignment of a negative
outlook.

The last rating action for Penske Automotive Group was on
March 25, 2009, when the company's Corporate Family Rating was
downgraded to B2 from B1.

The last rating action for Sonic Automotive Holdings, Inc., was
the May 21, 2009 downgrade of the Corporate Family rating to Caa1
from B2, the upgrade of the Probability of Default rating to Caa1
from Caa3, and assignment of a negative outlook.


PETRORIG I: Meeting of Creditors Scheduled for June 15 in New York
------------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in PetroRig I Pte. Ltd. and its debtor-affiliates' Chapter 11
cases on June 15, 2009, at 2:30 p.m.  The meeting will be held at
the Office of the United States Trustee, 80 Broad Street, Fourth
Floor, in New York City.

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.

Headquartered in Singapore PetroRig I Pte. Ltd. and its affiliates
filed for Chapter 11 on May 17, 2009 (Bankr. S. D. N.Y. Lead Case
No. 09-13083).  Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP represents the Debtors in their restructuring efforts.
The Debtors have assets and debts ranging from $100,000,001 to
$500,000,000.


PHOENIX COYOTES: NHL Disputes Jim Balsillie's $212.5 Million Bid
----------------------------------------------------------------
National Hockey League Commissioner Gary Bettman has argued that
Jim Balsillie's offer for Phoenix Coyotes isn't $212.5 million,
Sean Fitz-Gerald at National Post reports.

As reported by the Troubled Company Reporter on May 18, 2009, Mr.
Balsillie wants to acquire Phoenix Coyotes for more than
$212 million, asserting that his offer is conditional on moving
the team to southern Ontario.

"First of all, it's really not 212, but we don't have to get into
that.  It's a much lesser number by the time you do all the set-
offs and credits," National Post quoted Mr. Bettman as saying.

National Post relates that under the asset purchase agreement
filed on May 5, 2009, Wayne Gretzky is in line for $8 million in
deferred compensation, and an additional payment of $14.5 million.
Citing a source, National Post states that the total cost of such
payouts could total as much as $50 million.

National Post states that Mr. Balsillie's spokesperson, Bill
Walker, said, "We stand by it, that the offer is $212.5-million.
Obviously, in any offer of this nature, as has been widely
reported, there have been certain monies that go to individuals on
a management team.  And that's included in the total amount, but
any purchaser of the Coyotes franchise would have to pay those
amounts -- so they're considered part of the cost of buying the
team."

According to National Post, Mr. Bettman said, "The club [Phoenix
Coyotes] was never in jeopardy . . . . And, at the end of the day,
this is a club that could have been sold -- could have been handed
over to new ownership, could have moved forward -- and there
wouldn't have been any issues."

National Post, citing Mr. Walker, relates that Phoenix Coyotes
owner Jerry Moyes wasn't aware of any other interested buyers.
The report quoted Mr. Walker as saying, "He went looking, he hired
Citibank to help him look and came up empty.  So, I don't know
what Mr. Bettman means by that.  But, you know, fair enough.  If
he has a purchaser, Jim Balsillie has said from the day he
announced his bid is that all he wants the bankruptcy court to do
is conduct a fair and open process.  Let there be an auction, and
let any bidders come forward."

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.


PROSPECT HOMES: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Richmond Times-Dispatch reports that Prospect Homes of Richmond,
Inc., has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Eastern District of Virginia.

According to court documents, Prospect Homes listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in debts.

Court documents say that Prospect Homes' largest creditor is
SunTrust Bank, which is owed $6.1 million, including $3.8 million
secured by real estate or equipment.  According to Times-Dispatch,
nine of Prospect Homes' largest creditors are banks, including
local community banks like First Market Bank, Franklin Federal
Bank, C&F Bank, Virginia Commonwealth Bank, and Village Bank.

Richmond, Virginia-based Prospect Homes of Richmond, Inc. --
http://www.prospecthomes.com/-- is a home builder.


PSYSTER CORP: Carr & Ferrell Holds Much of Firm's Debt
------------------------------------------------------
Gregg Keizer at Computerworld reports that Psystar Corp. owes Carr
& Ferrell LLC more than $88,000, the bulk of the Company's
outstanding debt.

Court documents say that Carr & Ferrell, a firm noted for its
intellectual property expertise, represented Psystar for almost a
year, when Apple sued the Company over its practice of installing
Mac OS X on generic Intel-powered computers.

Computerworld relates that the money Psystar owes its legal team
is 34% of the $259,000 listed as debts to its top 20 creditors.
The report says that a $120,000 loan to Psystar made by Rudy
Pedraza, Psystar's CEO and co-founder, accounts for a larger
percentage of the debt.

According to Computerworld, Psystar also owes about $6,800 to the
mediation firm Judicial Arbitration and Mediation Services.
Computerworld relates that a federal judge ordered in October 2008
that Psystar and Apple enter an Alternative Dispute Resolution, a
legal process that can include mediation, to work out their
differences.  Computerworld notes that the JAMS and Carr & Ferrell
debts account for 37% of Psystar's total debt, and 68% of the
money owned to outsiders.

Computerworld relates that Psystar didn't mention its legal bills
in its bankruptcy filing.  It instead blamed the "weakened
economy" and "the decrease in consumer spending" for its financial
problems, and said that it was making less profit per sale because
its suppliers, beset with their own money troubles, were unable to
provide necessary parts, "[thus] forcing Debtor to pay higher
prices for parts in order to fulfill customer orders in a timely
manner," according to Computerworld.

Psystar must provide the bankruptcy court with documents,
including recent tax returns and a current financial statement, by
June 5, Computerworld relates.

Doral, Florida-based Psystar Corp. makes computers that are
capable of running Apple Inc.'s Macintosh operating system.  It
sells its computer over the Internet.  The Company filed for
Chapter 11 bankruptcy protection on May 21, 2009 (Bankr. S.D. Fla.
Case No. 09-19921).  The Company listed up to $50,000 in assets
and $100,000 to $500,000 in liabilities.


QUEBECOR WORLD: S&P Assigns 'B+' Long-Term Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Montreal, Quebec-based printer Quebecor
World Inc.  The outlook is negative.

At the same time, S&P assigned its 'BB' issue-level rating (two
notches above the corporate credit rating on Quebecor World), with
a recovery rating of '1', to the company's proposed US$350 million
senior secured revolving credit facility due 2012.  The '1'
recovery rating indicates S&P's expectation of very high (90%-
100%) recovery in the event of default.  This credit facility is
part of the company's exit financing from bankruptcy protection.

In addition, S&P assigned a 'BB-' issue-level rating (one notch
above the corporate credit rating), with a '2' recovery rating, to
the company's proposed US$325 million senior secured term loan due
2012, which is also part of the company's exit financing.  The '2'
recovery rating indicates S&P's expectation of substantial (70%-
90%) recovery in the event of default.

"The proposed financing will be used to repay Quebecor World's
existing debtor-in-possession loan, pay administrative bankruptcy
expenses, and cover fees associated with the transaction," said
Standard & Poor's credit analyst Lori Harris.  The bank loan
ratings are based on preliminary terms and conditions and are
subject to review once full documentation is received.
Furthermore, the ratings are conditional upon the company's
successful emergence from bankruptcy protection.  In addition, the
ratings are not affected by Donnelley (R.R.) & Sons Co.'s
(BBB/Negative/A-3) preliminary indication of interest in
purchasing Quebecor World's assets, as outlined in Donnelley's
May 12 press release.  Should Donnelley's indication of interest
progress to a legally binding asset purchase agreement, it is
likely S&P would place the ratings on Quebecor World on
CreditWatch with positive implications, reflecting the stronger
ratings on Donnelley.

"The ratings on Quebecor World reflect our assessment of the
company's vulnerable business risk profile as reflected in its
weakness in revenues and earnings, as well as participation in the
challenging printing industry, which is characterized by
overcapacity, declining volumes, electronic substitution, pricing
pressures, and intense competition," Ms. Harris added.  Partially
offsetting these factors in S&P's opinion are Quebecor World's
market position and solid credit protection measures for the
ratings.  Despite declining revenue and weaker performance than
its global peers over the past several years, Quebecor World
remains the second-largest North American printer, with leading
market positions in most of its major product groups, including
magazines, retail inserts, catalogues, books, direct mail, and
directories.  It is also the largest printer in Latin America.

The negative outlook reflects Standard & Poor's ongoing concerns
regarding the challenges the company faces given its weak
operating performance and difficult industry fundamentals.
Downward pressure on the ratings could result from the continued
deterioration in Quebecor World's operations or weakness in credit
protection measures.  The outlook could be revised to stable if
the company demonstrates sustainable improvement in operating
performance.


REALTY AMERICA: U.S. Trustee Sets Meeting of Creditors for June 23
------------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in Realty America Group (Lincoln Mall), LP's Chapter 11 case on
June 23, 2009, at 11:00 a.m.  The meeting will be held at the
Office of the U.S. Trustee, 1100 Commerce St., Room 976, Dallas,
Texas.

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

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

Dallas, Texas-based Realty America Group (Lincoln Mall), LP dba
Lincoln Mall filed for Chapter 11 on May 18, 2009 (Bankr. N. D.
Tex. Case No. 09-33076).  David W. Elmquist, Esq., at Reed &
Elmquist, P.C., represents the Debtor in its restructuring
efforts.  The Debtor has assets and debts both ranging from
$10 million to $50 million.


RH DONNELLEY: Plan Proposes to Reduce Debt by $6.4 Billion
----------------------------------------------------------
R.H. Donnelley reached an agreement in principle with key creditor
constituencies on the terms of a plan of reorganization that
proposes to reduce debt by approximately $6.4 billion, eliminate
approximately $500 million in annual interest expense and extend
the company's bank maturities out to 2014.

Throughout the restructuring process, R.H. Donnelley will be
conducting "business as usual" and does not anticipate any
interruptions in the services it provides to its more than 500,000
valued customers across the U.S.

R.H. Donnelley anticipates that more than $300 million of cash on
hand, well as projected positive cash flow from operations will be
more than sufficient to fund its operations during the
restructuring process, and therefore does not plan to seek debtor-
in-possession financing during the reorganization of its business.

"Our growth-through-acquisition strategy never anticipated the
cataclysmic collapse of the U.S. economy and the local advertising
market," David C. Swanson, chairman and CEO of R.H. Donnelley.
"As a result of these developments, earlier this year we began
negotiating with our lenders to restructure our debt and provide
the company with a more sustainable capital structure that
reflects the current economic realities."

Under the terms of the agreement:

   -- R.H. Donnelley would reduce its total debt by approximately
      $6.4 billion, including about $700.0 million of secured
      indebtedness.

   -- The approximately $6.0 billion of unsecured bond
      indebtedness would be exchanged for 100% of the equity in
      the restructured company and $300.0 million of unsecured
      notes issued by the company; all existing equity in the
      company would be extinguished.

   -- Total cash interest expense reduction of approximately
      $500.0 million annually.

   -- Post-restructuring secured and consolidated debt of
      approximately $3.1 billion and $3.4 billion, which
      represents approximately 3.0x and 3.3x net secured and net
      consolidated leverage.

   -- Post-restructuring cash balance of approximately
      $125.0 million.

R.H. Donnelley filed a variety of customary first day motions with
the court to enable it to continue business as usual during the
restructuring.  These motions include requests to continue paying
employee wages and benefits as usual and to continue customer
programs and guarantees.

Serving as lead restructuring advisors for R.H. Donnelley are
Lazard Freres & Co. LLC and Sidley Austin LLP.

A full-text copy of the Restructuring Plan is available for free
at http://ResearchArchives.com/t/s?3d88

                       About R.H. Donnelley

Headquartered in Cary, North Carolina, R.H. Donnelley Corp., fka
The Dun & Bradstreet Corp., -- http://www.rhdonnelley.com/--
(NYSE: RHD) publishes and distributes print and online directories
in the U.S.  It offers print directory advertising products, such
as yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc., and Local Launch, Inc., are the company's only
direct wholly owned subsidiaries.

KPMG LLP, the Company's independent auditor, in March 2009, raised
substantial doubt on the Company's ability to continue as a going
concern.  "The Company has significant amounts of maturing debt
which it may be unable to satisfy commencing March 31, 2010,
significant negative impacts on operating results and cash flows
from the overall downturn in the global economy and higher
customer attrition, and possible debt covenant violations in 2009
that raise substantial doubt about its ability to continue as a
going concern," KPMG said in its March 27 report.  R.H. Donnelley
reported a net loss of $2.29 billion for the year ended
December 31, 2008, on net revenues of $2.61 billion.

As of March 31, 2009, the Company had $929,829,000 in total assets
and $1,023,526,000 in total liabilities, resulting in $93,697,000
in total shareholders' deficit.

R.H. Donnelley Corp. and 19 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11833
through 09-11852) after missing a $55 million interest payment on
its senior unsecured notes due April 15.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.

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


RH DONNELLEY: Has Until August 11 to File Schedules & Statements
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the deadline within which R.H. Donnelley Corp. and its debtor-
affiliates may file their schedules of assets and liabilities and
statements of financial affairs to August 11, 2009.

As reported by the Troubled Company Reporter on June 1, 2009, the
Debtors' proposed counsel, James F. Conlan, Esq., at Sidley Austin
LLP, in Chicago, Illinois, said that the Debtors may not be able
to complete the documents within a month after the bankruptcy
filing due to the substantial size and complexity of the Debtors'
operations.  Mr. Conlan said that extending the Schedules Filing
Deadline will not prejudice the rights of the Debtors' creditors
or other parties-in-interest since no bar date for the filing of
proofs of claim has yet been set.  He noted that the Debtors do
not anticipate asking the Court to set a bar date until after the
Schedules and Statements are filed.  An extension of the Schedules
Filing Deadline will aid the Debtors' efforts to ensure accuracy
and completeness of the Schedules and Statements, which promotes
efficient administration of the Chapter 11 cases, Mr. Conlan said.

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)


RIDGEWALK HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ridgewalk Holdings, LLC
        171 17th Street, Suite 1500
        Atlanta, GA 30363

Bankruptcy Case No.: 09-73918

Chapter 11 Petition Date: June 1, 2009

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: William C. Griffith, Jr., Esq.
                  William C. Griffith, Jr., Attorney at Law
                  3017 Piedment Ro., NE, Ste. 200
                  Atlanta, GA 30305

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Harris Consultants             trade debt        $317,957
3516 Nantucket Drive
Marietta, GA 30068
Tel: (770) 977-8701

Plateau Excavation, Inc.       trade debt        $176,537
375 Lee Industrial Blvd.
Austel, GA 30168
Tel: (770) 948-2600

The petition was signed by Rickard K. Taylor, manager.


RIVER WOODS: Section 341(a) Meeting Scheduled for June 19 in Idaho
------------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in River Woods, LLC's Chapter 11 case on June 19, 2009, at
9:00 a.m.  The meeting will be held at Washington Group Central
Plaza, 720 Park Blvd., Suite 210, in Boise, Idaho.

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.

Boise, Idaho-based River Woods, LLC, filed for Chapter 11 on
May 11, 2009 (Bankr. D. Idaho Case No. 09-01263).  Howard R.
Foley, Esq., at Foley Freeman PLLC represents the Debtor in its
restructuring efforts.  The Debtor listed $10,000,001 to
$50,000,000 in assets and in debts.


RRI ENERGY: Moody's Downgrades Corporate Family Ratings to 'B1'
---------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of RRI
Energy, including the Corporate Family Rating, to B1 from Ba3 and
its Probability of Default Rating to B1 from Ba3.  Moody's also
downgraded the company's senior secured ratings to B1 from Ba3 and
RRI's senior unsecured ratings to B2 from B1.  The Reliant Energy
Mid-Atlantic Power Hldgs., LLC senior secured pass-through
certificates are confirmed at Ba1 and the Orion Power Holdings
senior unsecured ratings are confirmed at Ba3.  In addition,
Moody's upgraded RRI's speculative grade liquidity rating to SGL-1
from SGL-2.  These rating actions conclude the review for possible
downgrade that was initiated on September 29, 2008.  The rating
outlook is stable.

"RRI's cash flow generation and key financial credit metrics are
declining due to reduced production volumes and margins" said Jim
Hempstead, Senior Vice President "but the company is expected to
also reduce its overall debt outstanding with the proceeds from
the recent divestiture of its retail electric provider operations
and the maturity of the OPH notes in May 2010."

The upgrade of RRI's speculative grade liquidity rating to SGL-1
from SGL-2 reflects to sizeable cash balances, availability under
its secured credit facility and ample headroom under its primary
financial covenant.  Moody's views management's stated intention
to redeem the approximately $400 million Orion Power Holdings
senior unsecured notes due in May 2010 as a credit positive, in
part due to the elimination of debt and in part due to the
simplified capital structure.

"Managing the cash balances as part of the operating risk profile
provides RRI with a reasonable cushion to weather the difficult
and uncertain market conditions" added Mr. Hempstead "and with the
company's pure focus on merchant generation, Moody's incorporate
an expectation that additional announcements regarding a reduction
in the targeted debt profile will be viewed positively for the
credit."

While the economic conditions and low commodity price environment
are contributing to lower volumes and margins for this largely un-
hedged merchant generator, RRI is well positioned with a B1 CFR
which places the company behind NRG (Ba3 CFR), in-line with Mirant
(B1 CFR) and ahead of Dynegy and Calpine (B2 CFR's), which seems
to make sense given RRI's relatively lower debt load and prospects
to improve their financial profile with improving market
conditions.

RRI's liquidity profile is strong, with approximately $1.4 billion
in cash on the balance sheet.  A portion of the retail sales
proceeds (approximately $250 million) is expected to reduce senior
secured debt at the parent.  In addition, the Orion Power Holdings
senior unsecured debt ($400 million due May 2010) is expected to
be redeemed with cash.  This action (OPH redemption) will serve to
simplify RRI's capital structure to where the majority of the
company's debt (secured and unsecured) resides at the parent
holding company level, with the exception of the REMA pass-through
certificates.

RRI's ratings are benefited by the diversity of its approximately
14 GW's merchant fleet, from both a geographic and dispatch
perspective, but are somewhat constrained by the operating
performance and efficiency of the assets, as evidenced by the low
fleet capacity factors.  The ratings are further constrained by
the company's exposure to steadily increasing environmental
regulations, exposure to volatile commodity prices and the
potential for carbon dioxide emission regulations.

The last rating action on RRI occurred on December 1, 2008, when
Moody's downgraded RRI's speculative grade liquidity rating to
SGL-2 from SGL-1.  On September 29, 2008, the ratings were placed
on review for possible downgrade.

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

Headquartered in Houston, Texas, RRI is an independent power
producer that owns a portfolio of approximately 14,000 MW's of
electric generating assets.

Downgrades:

Issuer: Pennsylvania Economic Dev. Fin. Auth.

  -- Senior Secured Revenue Bonds, Downgraded to B1 from Ba3

Issuer: RRI Energy, Inc.

  -- Issuer Rating, Downgraded to B1 from Ba3

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

  -- Corporate Family Rating, Downgraded to B1 from Ba3

  -- Multiple Seniority Shelf, Downgraded to a range of (P)B3 to
     (P)B1 from a range of (P)B2 to (P)Ba3

  -- Senior Secured Regular Bond/Debenture, Downgraded to B1 from
     Ba3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2
     from B1

Upgrades:

Issuer: Orion Power Holdings, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD3,
     35% from LGD3, 42%

Issuer: Pennsylvania Economic Dev. Fin. Auth.

  -- Senior Secured Revenue Bonds, Upgraded to LGD3, 43% from a
     range of 49 - LGD3 to 48 - LGD3

Issuer: RRI Energy, Inc.

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

  -- Senior Secured Regular Bond/Debenture, Upgraded to LGD3, 43%
     from LGD3, 48%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD5,
     74% from LGD5, 76%

Issuer: Reliant Energy Mid-Atlantic Power Hldgs., LLC

  -- Senior Secured Pass-Through, Upgraded to LGD2, 12% from LGD2,
     20%

Outlook Actions:

Issuer: Orion Power Holdings, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: RRI Energy, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Reliant Energy Mid-Atlantic Power Hldgs., LLC

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Orion Power Holdings, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Ba3

Issuer: Reliant Energy Mid-Atlantic Power Hldgs., LLC

  -- Senior Secured Pass-Through, Confirmed at Ba1


SAN MICHAEL PIZZA: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: San Michael Pizza Corporation
        809 Washington St
        S. Attleboro, MA 02703

Bankruptcy Case No.: 09-15195

Chapter 11 Petition Date: June 3, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: Philip Slotnick, Esq.
                  Shocket & Dockser LLP
                  13 Tech Circle
                  Natick, MA 01760
                  Tel: (508) 653-0160
                  Fax: (508) 651-0750
                  Email: pslotnick@shocketdockser.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
9 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/mab09-15195.pdf

The petition was signed by Nashaat F. Moawde, president of the
Company.


SANDERSON INDUSTRIES: Section 341(a) Meeting Slated for June 18
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Sanderson Industries, Inc.'s Chapter 11 case on June 18, 2009,
at 9:00 a.m.  The meeting will be held at the third floor, Room
363 of Richard B. Russell Bldg., at 75 Spring Street, SW, in
Atlanta, Georgia.

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.

Atlanta, Georgia-based Sanderson Industries, Inc., filed for
Chapter 11 on May 11, 2009 (Bankr. N. D. Ga. Case No. 09-72311).
David G. Bisbee, Esq., represents the Debtor in its restructuring
efforts.  The Debtor listed total assets of $12,895,000 and total
debts of $16,513,276.


SHIV REAL ESTATE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Shiv Real Estate LLC
        5-7 Lehns Court
        Easton, PA 18042

Bankruptcy Case No.: 09-21437

Chapter 11 Petition Date: June 3, 2009

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

Debtor's Counsel: Michael J. Mccrystal, Esq.
                  2355 Old Post Road, Ste 4
                  Coplay, PA 18037
                  Tel: (610) 262-7873
                  Email: mmccrystal@verizon.net

Total Assets: $1,431,010

Total Debts: $938,914

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

          http://bankrupt.com/misc/paeb09-21437.pdf

The petition was signed by Kirit S. Patel, president of the
Company.


SIX FLAGS: Grace Period Won't Affect Moody's 'Ca' Rating
--------------------------------------------------------
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 June 1, 2009, on its 9.625% senior notes maturing in 2014
does not affect the company's Ca Corporate Family Rating,
Probability of Default Rating or debt instrument ratings.

The last rating action was on March 13, 2009, when Moody's
downgraded Six Flags' CFR and PDR each to Ca from Caa2.

Six Flags' ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (iii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Six Flags' core industry and
believes Six Flags' ratings are comparable to those of other
issuers with similar credit risk.

Six Flags, headquartered in New York City, is a regional theme
park company that operates 20 parks spread across North America.


SONIC AUTOMOTIVE: GM Ch 11 Filing Won't Affect Moody's Rating
-------------------------------------------------------------
Moody's Investors Service said that the June 1, 2009 bankruptcy
filing by General Motors has no immediate impact on the ratings
and outlooks for the auto retailers rated by Moody's.

These are the rated Auto Retailers:

-- Asbury Automotive Group Inc.
-- AutoNation, Inc.
-- Group 1 Automotive, Inc.
-- Penske Automotive Group, Inc.
-- Sonic Automotive Group, Inc.

The last rating action for Asbury Automotive Group, Inc., was the
March 25, 2009 downgrade of the Corporate Family and Probability
of Default ratings to B2 from B1 and the assignment of a negative
outlook.

The last rating action for AutoNation, Inc., was the December 5,
2008 affirmation of the Ba1 Corporate Family and Probability of
Default ratings, and a change in the outlook to negative from
stable.

The last rating action for Group 1 Automotive, Inc., was the
March 20, 2009 downgrade of the Corporate Family and Probability
of Default ratings to B1 from Ba3 and assignment of a negative
outlook.

The last rating action for Penske Automotive Group was on
March 25, 2009, when the company's Corporate Family Rating was
downgraded to B2 from B1.

The last rating action for Sonic Automotive Holdings, Inc., was
the May 21, 2009 downgrade of the Corporate Family rating to Caa1
from B2, the upgrade of the Probability of Default rating to Caa1
from Caa3, and assignment of a negative outlook.


STEEL DYNAMICS: S&P Affirms 'BB+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'BB+' long-term corporate credit rating, on Fort Wayne,
Indiana-based Steel Dynamics Inc.  All ratings are removed from
CreditWatch, where they were placed with negative implications on
April 24, 2009.  The outlook is negative.

At the same time, S&P assigned its 'BB+' issue-level rating (the
same as the corporate credit rating on the company) and '3'
recovery rating, indicating S&P's expectation for meaningful (50%-
70%) recovery in the event of a payment default, to the company's
proposed $150 million convertible senior notes due 2014.  The
proceeds from this offering, along with a planned offering of
common equity, will be used to pay down the company's term loan.
At March 31, 2009, $552 million was outstanding on the term loan.

The affirmation and CreditWatch removal reflects S&P's assessment
that the company's fair business profile, characterized by low-
cost and flexible operations, and adequate liquidity, position it
to benefit from expected gradual improvements in industry
conditions during the next several quarters.  Given this
assessment, S&P expects the company's credit metrics to remain
weak in 2009, but return to levels appropriate for its current
'BB+' rating by the end of 2010.  Specifically, S&P's current
rating incorporates S&P's expectation that total debt to EBITDA
will return to below 4x and funds from operations to total debt
above 20%, driven by an improvement in EBITDA to around $700
million.  However, the negative outlook reflects a degree of
uncertainty regarding the timing and sustainability of a recovery
that could limit the company's ability to improve and sustain
credit metrics consistent with its 'BB+' rating.

"The ratings on Steel Dynamics reflect its exposure to highly
competitive and cyclical markets, aggressive growth plans that
include significant capital expenditures and acquisitions, and
until the current downturn, shareholder-friendly initiatives,"
said Standard & Poor's credit analyst Marie Shmaruk.  They also
reflect its relatively high debt burden, its modest size relative
to competitors, and currently very weak steel markets.  The
ratings further reflect Steel Dynamics very low cost position,
flexible operations, and improved product diversity.


STRAUMUR-BURDARAS: Voluntary Chapter 15 Case Summary
----------------------------------------------------
Chapter 15 Petitioner: Hordur Felix Hardarson

Chapter 15 Debtor: Straumur-Burdaras Investment Bank hf.
                   Borgartun 25 - IS-105
                   Reykjavik
                   Iceland

Chapter 15 Case No.: 09-13592

Type of Business: The Debtor operates a bank.

                  See http://www.straumur.net/en/

Chapter 15 Petition Date: June 2, 2009

Court: Southern District of New York (Manhattan)

Chapter 15 Petitioner's Counsel: Matthew P. Morris, Esq.
                                 matthew.morris@lovells.com
                                 Lovells LLP
                                 590 Madison Avenue, 8th Floor
                                 New York, NY 10022
                                 Tel: (212) 909-0600
                                 Fax: (212) 909-0660

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion


SYMMETRICAL STAIR: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Symmetrical Stair, Inc.
        2115 SW 2nd Street
        Pompano Beach, FL 33069

Bankruptcy Case No.: 09-21066

Chapter 11 Petition Date: June 3, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: David L. Merrill, Esq.
                  7777 Glades Rd # 400
                  Boca Raton, FL 33434
                  Tel: (561) 477-7800
                  Email: dlmerrill@sbwlawfirm.com

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

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

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/flsb09-21066.pdf

The petition was signed by Alphonso J. Cheponis, III president of
the Company.


SYMONS FROZEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Symons Frozen Foods, Inc.
        619 Goodrich Rd
        Centralia, WA 98531

Bankruptcy Case No.: 09-43978

Chapter 11 Petition Date: June 3, 2009

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

Judge: Paul B. Snyder

Debtor's Counsel: Benjamin J. Riley, Esq.
                  Brian L Budsberg PLLC
                  1801 West Bay Drive, Ste 301
                  Olympia, WA 98507
                  Tel: (360) 584-9093
                  Email: ben@budsberg.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/wawb09-43978.pdf

The petition was signed by William James, president of the
Company.


TERRY COFFMAN: Lenders Take Over Italian Seafood Restaurant
-----------------------------------------------------------
Lorraine Mirabella at Baltimore Sun reports that Dominion
Financial Services and USIC, Terry L. Coffman II LLC's lenders,
have taken ownership of Velleggia's Italian Seafood Restaurant.

Baltimore Sun relates that Velleggia's failed to sell at a
foreclosure auction on Wednesday and was taken back by the lenders
for $1.2 million.

Terry Lee Coffman, II, filed for Chapter 11 bankruptcy protection,
pro se, on May 12, 2008 (Bankr. D. Md. Case No. 08-16549).  The
Debtor disclosed total assets and liabilities below $1,000,000.


TESORO CORPORATION: Fitch Assigns 'BB+' Rating on $300 Mil. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' Rating to Tesoro Corporation's
issuance of $300 million of 9.75% senior unsecured notes due 2019.
The notes will be used for general corporate purposes, including
the repayment or refinancing of indebtedness, capital
expenditures, and working capital.

Fitch currently rates Tesoro's debt:

  -- Issuer Default Rating 'BB+';
  -- Senior Unsecured Notes 'BB+';
  -- Secured Bank Facility 'BBB-'.

The Rating Outlook is Negative.

Tesoro's ratings are supported by the scale and diversification
benefits of its portfolio of seven refineries; its solid long-term
competitive position on the supply-constrained California market;
recent upgrades across Tesoro's system, including the
commissioning of a delayed coking unit at its 161,000-bpd Golden
Eagle refinery; and reasonable year-to-date benchmark crack
spreads for the West Coast.  Offsetting factors to the rating
include: significant future mandatory capital spending
requirements across the company's refinery system; the unknown
length and severity of current trough conditions affecting the
downstream; Tesoro's exposure to the underperforming California
economy; acquisition risk; and the potential impact of future
environmental legislation.

Following the significant erosion in results seen in 2008,
Tesoro's financial performance improved for the latest twelve
months period ending March 31, 2009.  Tesoro's EBITDA increased to
$1.18 billion versus the $914 million seen in 2008.  Debt edged
downwards from $1.61 billion to $1.55 billion, driven by the
repayment of revolver borrowings.  Over the same period, Tesoro
generated $624 million in free cash flow versus free cash flow of
just $11 million in 2008.  Debt/EBITDA leverage at March 31, 2009,
was 1.30 times (x) (1.56x on a pro forma basis including the
planned $300 million issuance).

Tesoro's liquidity also remains reasonable.  At March 31, 2009,
cash and equivalents were $156 million, and approximately
$1 billion in capacity was available under Tesoro's $1.81 billion
secured revolver.  Availability under the secured revolver is
defined as the minimum of revolver capacity or the value of the
borrowing base, which is subject to periodic redetermination and
includes cash (100%), eligible petroleum inventories (85%) and
receivables (80%).  The borrowing base, which had been as high as
$1.86 billion as of the third quarter of 2008, fell to
$620 million at year-end but has since rebounded to approximately
$1.3 billion, in line with higher crude oil prices.  Tesoro has no
near-term maturities due, with $450 million in 6.25% notes and
$120 million in junior subordinated notes due in 2012.  A key
covenant feature of approximately $1.4 billion in Tesoro's total
debt is the non-investment grade covenant protections, which fall
away if the company achieves investment grade status.  This
feature applies to the $450 million in 2012 notes, $450 million in
2015 notes, and $500 million in 2017 notes, which constitute the
bulk of the company's debt.  Note that these covenants are not
reinstituted if Tesoro subsequently falls below investment grade.

Tesoro's Negative Outlook primarily reflects Fitch's concerns
about the high levels of planned capital expenditures across the
company's refinery system over the next several years in a weaker
cash flow generation environment, including nondiscretionary
spending such as regulatory requirements, turnarounds, and
maintenance.

Tesoro owns and operates seven crude oil refineries with a rated
crude oil capacity of approximately 664,500 bpd.  Five of Tesoro's
refineries are on the West Coast, with facilities in California,
Alaska, Hawaii, and Washington.  Tesoro also has refineries in
Salt Lake City, Utah, and Mandan, North Dakota.  Tesoro sells
refined products wholesale or through its network of branded
retail outlets.


THERAPEDIC SLEEP: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
David Perry at Furniture Today reports that Therapedic Sleep
Products has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of New Jersey.

Court documents say that Therapedic Sleep listed $1 million to
$10 million in assets and $1 million to $10 million in debts.
According to court documents, Therapedic Sleep's unsecured
creditors include:

     -- Orloff, Lowenbach, Stifelman & Siegel, owed $686,076 for
        legal services;

     -- L&P Financial Services, owed $508,460;

     -- Central Bedding Components, owed $381,977;

     -- Capitol Foam, owed $328,529; CIT Group, owed $203,560;

     -- Hanes Converting, owed $171,967;

     -- Future Foam, owed $124,483;

     -- M. Chasen & Son, owed $108,089;

     -- Jeffco Fibres, owed $88,952; and

     -- J.B.S. Woodwork Shop, owed $83,423.

Therapedic Sleep, according to Furniture Today, said that funds
could be available for distribution to unsecured creditors.

Therapedic Sleep CEO Stuart Carlitz said that the Eclipse and
Eastman House brands that he owns aren't affected by the
bankruptcy filing, Furniture Today relates.

Therapedic Sleep Products is a Therapedic licensee based in North
Brunswick, New Jersey.


THERAPEDIC SLEEP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Therapedic Sleep Products, Inc.
        1375 Jersey Avenue
        North Brunswick, NJ 08902

Bankruptcy Case No.: 09-24351

Chapter 11 Petition Date: June 3, 2009

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

Debtor's
Counsel: Adam D. Wolper, Esq.
            Email: awolper@trenklawfirm.com
         Sam Della Fera, Esq.
            Email: sdellafera@trenklawfirm.com
         Thomas Michael Walsh, Esq.
            Email: twalsh@trenklawfirm.com
         Trenk, DiPasquale, Webster, Della Fera & Sodono P.C.
         347 Mt. Pleasant Avenue, Suite 300
         West Orange, NJ 07052
         Tel: (973) 243-8600
         Fax: (973) 243-8677

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/njb09-24351.pdf

The petition was signed by Stuart Carlitz, president of the
Company.


TRIAXX FUNDING: Moody's Does Not Take Rating Actions on Bonds
-------------------------------------------------------------
Moody's Investors Service announced that it has determined that
the ratings currently assigned to Triaxx Funding High Grade I,
Ltd., will not, at this time, be reduced or withdrawn solely as a
result of the implementation of an amendment to its indenture
dated as of June 3, 2009, as the "Supplemental Indenture".  The
Supplemental Indenture extends the maturity date of the credit
enhancement notes for three months, from June 3, 2009, to
September 3, 2009.  The maturity date extension in and of itself
would not increase the expected loss of the rated notes to cause a
ratings downgrade at this time.

Triaxx Funding High Grade I, Ltd., is a Structured Investment
Vehicle - Lite managed by ICP Asset Management LLC.

The last rating action on Triaxx Funding High Grade I occurred on
March 2, 2009.  On that date, the Class B-1 Mezzanine Floating
Rate Notes Due 2047 was downgraded to Ca from B1 on review for
downgrade; the Class B-2 Mezzanine Floating Rate Notes Due 2047
was downgraded to C from B2 on review for downgrade; the Class C
Mezzanine Floating Rate Deferrable Interest Notes Due 2047 was
downgraded to C from Caa2 on review for downgrade; and Class D
Mezzanine Floating Rate Deferrable Interest Notes Due 2047 was
downgraded to C from Ca.

Many transaction documents (to which Moody's is never a party)
specify that, in order to amend the documents, the issuer must
obtain an opinion from the rating agencies that the proposed
amendment would not in and of itself result in the related ratings
being downgraded or withdrawn at the time of the amendment.  This
type of provision is typically referred to in the indenture as a
"rating agency confirmation" or "RAC".  Moody's is never obligated
to provide a RAC, and the decision whether or not to issue a RAC
lies entirely within Moody's sole discretion.

Before providing a RAC for an amendment, the proposal will be
reviewed by a Moody's credit committee which will consider, among
other things, the performance of the specific transaction and
collateral manager and the specifics of the proposed amendment and
the particular structure of the transaction.  A RAC is purely an
opinion, as of the point in time at which the RAC is provided,
that the proposed amendment in isolation does not introduce
sufficient additional credit risk so as to negatively impact the
related ratings.  In other words, it does not consider the impact
of other factors on the ratings, such as collateral deterioration.
Also, the RAC does not address any other, non-credit related
impact that the amendment might have.  Moody's further emphasizes
that a RAC is not a substitute for noteholder consent or for
independent analyses by noteholders of the impact on them of any
proposed amendment.

Moody's monitors this transaction using a liquidation sensitivity
analysis based on the current market value of the portfolio.


U.S. BEVERAGE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: U.S. Beverage, Inc.
        844 Lagoon Commercial Blvd
        Montgomery, AL 36117

Bankruptcy Case No.: 09-31469

Chapter 11 Petition Date: June 3, 2009

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Debtor's Counsel: Max A. Moseley, Esq.
                  Johnston Barton Proctor & Rose LLP
                  569 Brookwood Village, Suite 901
                  Birmingham, AL 35209
                  Tel: (205) 458-9400
                  Fax: (205) 458-9500
                  Email: mam@jbpp.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 Grady D. Kittrell, president of the
Company.


VISTEON CORP: Can Honor Up to $92.1MM in Customer Obligations
-------------------------------------------------------------
Visteon Corporation and its debtor-affiliates maintain and
administer certain customer programs, including warranty programs
and various programs related to Automotive Components Holdings,
LLC, an indirect, wholly owned subsidiary.  The Debtors aver that
the purpose of the Customer Programs is to generate goodwill,
remain competitive, and ensure customer warranty satisfaction.

The Debtors' Customer Programs include warranty programs which
can generally be classified into two categories:

  (a) Visteon provides warranties that the components and
      service parts supplied to Original Equipment Manufacturer
      customers and integrated into the OEMs' products will be,
      among other things, free from defects in material and
      workmanship.  In addition to monetary damages, the
      Debtors' obligations under the OEM Warranties may require
      them to participate in a recall campaign as a result of
      actual or threatened regulatory or court actions and to
      provide financial contributions or to correct the defect
      by replacing the non-conforming material with conforming
      material at no cost to the OEM.

  (b) Visteon also provides standard customer limited warranties
      to the ultimate purchasers of its products and parts
      through an OEM.  If one of the parts or components
      supplied by one of the Debtors' vendor fails, or is part
      of a warranty claim against the Debtors, the Debtors may
      have recourse against the vendor who supplied that part or
      component.

The Debtors relate that as of May 15, 2009, their accrued
balances for estimated OEM Warranty Obligations total $84,100,000
and Aftermarket Warranty Obligations total $2,800,000.

The Debtors' Customer Programs also include programs related to
ACH LLC like reconciliation of payments received from shared
customers.  In 2005, the Debtors, ACH, and Ford Motor Company
entered into various agreements governing the terms of the
transition of facilities and assets from Visteon to ACH and the
provision of certain shared services going forward.  Pursuant to
a Master Services Agreement between the Debtors and ACH dated as
of September 30, 2005, the Debtors provide critical services to
ACH, including information technology support and accounting
services.  The Debtors also contracts with certain third-party
service providers to provide services to them and ACH pursuant to
the Master Services Agreement.  Under the terms of the Master
Services Agreement, the Debtors deliver monthly invoices to ACH
that forecast internal and third-party services provided that
month, as well as true up the payments for the prior month's
services.  As of the Petition Date, the Debtors relate that they
owed approximately $5,200,000 in prepetition payments for third-
party services provided to ACH, which amount has already been
paid.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, proposed attorney for the Debtors, asserts
immediate and irreparable harm would result if the Debtors are
not permitted to honor prepetition amounts relating to the
Customer Programs.

"If the Debtors do not continue to provide the incentives that
the OEMs have come to rely upon, then there is a serious threat
the OEMs will find vendors that will provide such incentives the
next time the OEMs award new business," Ms. Jones tells the
U.S. Bankruptcy Court for the District of Delaware.

Accordingly, the Debtors sought and obtained the Court's
authority to maintain and administer their Customer Programs,
including obligations related to services provided to ACH under
the Master Services Agreement and to honor any prepetition
obligations up to a maximum aggregate cap of $92,100,000.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Gets Interim OK to Continue Funding Foreign Units
---------------------------------------------------------------
Visteon Corporation and its debtor-affiliates' business is an
interconnected, global operation comprised of 31 Debtors and more
than 100 non-Debtor affiliates located throughout the world.  The
Debtors have equity interest in each of the Foreign Affiliates,
and the Foreign Affiliates' operation extends across each of the
Debtors' product lines.

According to Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, proposed attorney for the
Debtors, any disruption to the Debtors' relationship with these
Foreign Affiliates could cause supply interruption, could cause a
cascade of local insolvency proceedings, and have a direct
negative impact on the Debtors' relationships with their original
equipment manufacturer customers, who also operate as a global
enterprise.

The Debtors project that the Foreign Affiliates' aggregate 2009
EBITDA-R will be approximately $362,000,000, as compared to a
negative EBITDA-R of $320,000,000 for Visteon domestically,
according to Ms. Jones.

Ms. Jones tells the U.S. Bankruptcy Court for the District of
Delaware there are three programs central to the Foreign
Affiliates' business operations -- the European Cash Pool, the
Legal Entity Restructuring Activity Program and the Maquiladora
Program.

  A. European Cash Pool

     The European Cash Pool involves Visteon Corporation and
     various Foreign Affiliates making revolving loans to and,
     in the case of the Foreign Affiliates, borrowing from
     Visteon Netherlands Holdings B.V., which acts as an
     internal banker for those transactions among the Foreign
     Affiliates.  The Debtors estimate that funding the European
     Cash Pool Participants' working capital needs through the
     European Cash Pool rather than having those entities obtain
     outside financing saves the European Cash Pool Participants
     and Visteon Corporation significant transaction costs that
     would be incurred for establishing individual working
     capital facilities for each European Cash Pool Participant,
     as well as approximately $3,000,000 per year.

  B. Legal Entity Restructuring Activity Program

     Under the LERA Program, Debtor Visteon Electronics
     Corporation serves as a counterparty to and manages
     customer relationships and financial transactions for sale
     to certain of the Debtors' European customers.  Five of the
     Debtors' European Foreign Affiliates participate in the
     LERA Program as contract manufacturers.

     The LERA transactions generally follow this structure:

      * VEC contracts with a customer for the delivery of
        finished goods;

      * A LERA Participant delivers the finished goods to that
        customer;

      * The customer pays VEC;

      * VEC pays the LERA Participant their cost plus 5%
        contract manufacturing fee; and

      * VEC retains that portion of the customer payment that is
        greater than the Manufacturing Fee, if any, as profit.

     The Debtors estimate the LERA Program to constitute about
     $10,000,000 to $15,000,000 in tax savings in 2009.  VEC's
     payments to the LERA Participants are typically made one
     month in arrears.  The Debtors told the Court they owe
     roughly $80,000,000 prepetition payables to the LERA
     Participants as of the Petition Date.

  C. The Maquiladora Program

     Visteon participates in a program similar to LERA with its
     Foreign Affiliates in Mexico, which is called Maquiladora
     Program.  Under the Maquiladora Program, Debtors Visteon
     L.A. Holdings Corp. and Visteon A.C. Holdings Corp. own the
     manufacturing assets held by the Maquiladora Participants,
     and various of the other Debtors provide raw materials on a
     duty-free basis to certain of the Debtors' Foreign
     Affiliates in Mexico, which then assemble or manufacture
     those finished products that are sold by the Debtors to
     OEMs and other customers.

     The Maquiladora Program is a tax-efficient structure for
     both the Debtors and the Foreign Affiliates in Mexico that
     creates significant value for the Debtors and is critical
     to their ongoing Mexican operations.  The Debtors estimate
     that the Maquiladora Program will generate between
     $3,000,000 and $6,000,000 in tax savings in 2009.

In this light, the Debtors sought and obtained the Court's
authority, on an interim basis, to:

  (a) continue to maintain funding to and the guarantee of the
      European Cash Pool, including EUR100 million revolving
      credit facility and guarantees or in the alternative, fund
      the European Cash Pool Participants individually in an
      amount consistent with the cash flow forecast; and

  (b) honor prepetition obligations owing on account of the LERA
      Program and Maquiladora Program for up to $92,000,000.

A final hearing on the Motion will be on June 19, 2009 at 1:00
p.m.  Objections are due no later than June 12.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Can Pay Shippers, Warehousemen & Lienholders $21.3MM
------------------------------------------------------------------
Visteon Corporation and its debtor-affiliates heavily rely on
certain professional domestic common carriers, shippers, truckers,
freight forwarders, shipping auditing services, logistics
management companies, customs brokers, and certain other third-
party service providers to ship, transport, move through customs,
and deliver goods through distribution networks or the "Shippers,"
as well as a network of third-party warehouses to store goods
while in transit or the "Warehousemen," says Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, proposed attorney for the Debtors.  She states that the
Debtors' supply system also depends on third party contractors and
vendors who manufacture certain tooling, equipment, and products,
as well as parts used in the Debtors' product lines.  These
contractors perform various services for the Debtors, including
manufacturing and repair of tooling, dies, molds, and other
equipment, and manufacturing component parts necessary for the
Debtors' production.

However, as a result of the Debtors' bankruptcy filing, the
Shippers and Warehousemen may be unwilling to release goods in
their possession to which they may be entitled to liens, since
this may result in the status of their claims against the Debtors
being changed from secured to unsecured, Ms. Jones tells the
U.S. Bankruptcy Court for the District of Delaware.  In addition,
she notes, certain of the third-party contractors and vendors,
including Shippers, Warehousemen, and Lienholders may assert
tooling, mechanics', and other possessory liens against the
Debtors' or the Debtors' customers' property to secure payments.

Accordingly, the Debtors sought and obtained the Court's
authority, on a final basis, to pay the prepetition claims of
their Shippers and Warehousemen $8,800,000, and the prepetition
claims of their Lienholders totaling $12,500,000.

In order to protect their supply chain, the Debtors will adopt a
carefully formulated approach to paying the Lienholders'
prepetition claims.  The Debtors will pay only the Lienholders'
prepetition claims that are necessary to:

  (a) obtain release of critical or valuable goods, tooling, or
      equipment that may be subject to mechanics' or statutory
      liens;

  (b) maintain a reliable, efficient, and smooth distribution
      system; and

  (c) induce critical Lienholders to continue to make timely
      delivery of the goods, tooling, and equipment.

The Debtors will condition payment of the Lienholders'
prepetition claims upon the agreement of the Lienholders to
continue to supply goods and services postpetition on normal and
customary terms, practices, and programs that were most favorable
to the Debtors and that were in effect within 120 days before the
Petition Date.

"If the Shippers, Warehousemen, and Lienholders are unwilling to
deliver the Debtors' goods postpetition because of their
outstanding prepetition claims, the Debtors' operations would
suffer, compromising the value of the Debtors' estates to the
detriment of the Debtors' creditors," Ms. Jones asserts.

Ms. Jones relates that prior to the Petition Date, the Debtors
ordered approximately $10,400,000 of goods and component parts in
the ordinary course of business for which delivery will not occur
until after the Petition Date.  As a result of the commencement
of these Chapter 11 cases, Ms. Jones says, the Debtors' suppliers
may be concerned that amounts owed for goods ordered prior to the
Petition Date but delivered after the Petition Date will be
treated as general unsecured claims against the Debtors' estates.
In this light, the Debtors sought and obtained the Court's
confirmation that goods delivered postpetition are entitled to
administrative expense priority.

                       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 Okay to Pay $2.2MM to Foreign Vendors
----------------------------------------------------------------
Visteon Corporation and its debtor-affiliates sought and obtained
the authority of the U.S. Bankruptcy Court for the District of
Delaware to pay the prepetition claims of certain vendors, service
providers, landlords, regulatory agencies, and governments located
outside the United States.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, proposed attorney for the Debtors, told the
Court that as a result of the global nature of their operations,
the Debtors regularly transact business with suppliers located in
China, South Korea, Taiwan, Japan, Portugal, Brazil, Hungary,
Germany, France, the Czech Republic, and Mexico.  Certain of the
Foreign Vendors are sole source suppliers of custom engineered
parts who supply goods to the Debtors that cannot be obtained
from other sources or cannot be obtained from other sources
without significant delays, Ms. Jones said.

The Debtors believe there is a significant risk that non-payment
of even a single invoice could cause a Foreign Vendor to stop
shipping goods to the Debtors on a timely basis or to completely
sever its business relationship with the Debtors.  Moreover, if
Foreign Vendors are not paid, they may take precipitous action
against the Debtors based on an erroneous belief that they are
not subject to the automatic stay provisions of Section 362(a) of
the Bankruptcy Code.

"Although the automatic stay applies to protect the Debtors'
assets wherever they are located in the world, attempting to
enforce the Bankruptcy Code in foreign countries is often a
fruitless exercise," Ms. Jones averred.  "Moreover, even if it
could be enforced, the automatic stay by itself would not protect
assets of the Debtors' non-debtor affiliates, which could remain
at risk of seizure or setoff," Ms. Jones maintained.

In light of this, the Debtors sought and obtained the Court's
authority to pay the claims of their Foreign Vendors of up to
$2,200,000, on an interim basis.

The Debtors condition the payment of the Foreign Vendor Claims on
the agreement of the Foreign Vendors to continue supplying goods
or services 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.
If a Foreign Vendor accepts a payment and later refuses to supply
goods to the Debtors on customary trade terms, then the Debtors
may declare that any payment be deemed to have been made in
payment of then outstanding postpetition obligations owed to that
Foreign Vendor.  In that event, the Debtors suggest that:

  (a) the Foreign Vendor repay any payment of a Foreign Claim to
      the extent that the aggregate amount of those payments
      exceed postpetition obligations then outstanding, without
      the right of any setoffs, claims, provision for payment of
      reclamation, or trust fund claims; or

  (b) the Debtors will apply that payment against any
      outstanding administrative claim held by that Foreign
      Vendor.

A final hearing to consider the approval of payment of Foreign
Vendor Claims totaling $5,100,000 will be held on June 19, 2009.
Objections are due no later than June 12, 2009.

                       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)


WESTERN REFINING: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Western
Refining Inc., including the 'B+' long-term corporate credit
rating and 'BB-' rating on the senior secured debt.  The outlook
remains negative.  At the same time, S&P assigned a 'BB-' rating
(one notch above the corporate credit rating) to Western's
proposed $600 million senior secured notes due 2017.  The recovery
rating on this debt is '2', indicating expectations of a
substantial recovery (70%-90%) in the event of a default.  S&P
assigned a 'B-' rating (two notches below the corporate credit
rating) on Western's proposed $100 million convertible senior
notes due 2014.  The recovery rating is '6', indicating
expectations of negligible (0%-10%) recovery of principal in the
event of default.

Western will use the proposed debt offerings, as well as a common
equity offering of 14 million shares, to refinance outstanding
borrowings its $1.4 billion term loan B, about $1.3 billion of
which is currently outstanding.  By reducing the outstanding term
loan debt, Western is seeking to provide itself with greater
financial flexibility through lower debt leverage and more
favorable financial covenants.

Although Western will modestly lower debt levels and gain
additional cushion to its financial covenants, the pro forma debt
level remains very high, and in Standard & Poor's view, this
leaves Western still vulnerable to a prolonged drop in refining
margins.  Under a stress case scenario where third- and fourth-
quarter 2009 operating margins cover only cash operating costs,
Western would be near or in violation of its financial covenants.
Although Western's trailing-12-month adjusted debt to EBITDA
leverage ratio was around 2.8x as of March 31, S&P believes future
refining margins will continue to face negative pressure given the
combination of growing capacity and weakened global demand.
Western's estimated second-quarter operating income, which could
fall as low as $5 million from around $120 million, reflect this
adverse industry development.

"The ratings on El Paso, Texas-based Western Refining Inc. reflect
its high debt leverage in an industry beset by extreme operating
margin volatility," said Standard & Poor's credit analyst Paul B.
Harvey.  The company operates in a competitive, volatile, and
unpredictable industry, compounded by high fixed-cost requirements
for refinery equipment, a high degree of operating leverage, and
regulatory compliance.  Ratings also reflect its moderate asset
diversification, niche Southwestern markets where margins are
generally more favorable, and improved operational abilities of
its refineries.

The negative outlook reflects S&P's concern that Western's high
debt levels combined with weak market fundamentals could test its
ability to maintain adequate liquidity and compliance with its
financial covenants.  If debt leverage exceeds 4x or interest
coverage falls below 2.5x, S&P could lower ratings.  S&P could
also lower ratings if Western fails to maintain adequate
liquidity, around $150 million or greater.  S&P does not expect
ratings to stabilize in the near term given the very uncertain
outlook for refining margins combined with Western's continued
high debt burden.


YELLOWSTONE CLUB: Court Confirms Plan, to Emerge Later this Month
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana entered an
order confirming The Yellowstone Club's Chapter 11 Plan of
Reorganization.  The Yellowstone Club expects to emerge from
Chapter 11 later this month.

Under the Plan, CrossHarbor Capital Partners, LLC, a commercial
real estate investment, will acquire the equity ownership
interests in the reorganized Club.  Upon completion of the
transaction, CrossHarbor, together with Discovery Land Company
LLC, will manage and develop the private, world class ski and golf
resort.  Additionally, a $15 million fund will be established by
CrossHarbor to ensure payment to local trade and other creditors
of the Club, and it is anticipated that the allowed claims of all
or substantially all general unsecured creditors will be paid in
full.

"The Court's confirmation of our Plan is a major milestone for the
Yellowstone Club and we are very pleased with this outcome," said
Edra Blixseth, chief executive officer of the Yellowstone Club.
"We believe the Club is poised to emerge with the capital,
financial stability and ownership structure needed for a
prosperous future.  We thank all of our stakeholders who played a
critical role in the Club's successful restructuring, particularly
CrossHarbor for providing the interim debtor in possession
financing and exit financing that ensured our successful
reorganization under Chapter 11.  We also wish to express our
deepest gratitude to the Club's members and employees, who have
worked tirelessly over the past eight months to make this plan for
reorganization a reality.  I am extremely pleased that local trade
creditors will be paid and that the Yellowstone Club will continue
as a major contributor to the Big Sky community.  I also want to
express my deepest gratitude to my legal advisors and other
subject matter experts who provided their counsel and support
throughout this process."

                      About Yellowstone Club

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.


* BOOK REVIEW: Taking America - How We Got from the First Hostile
               Takeover to Megamergers, Corporate Raiding and
               Scandal
-----------------------------------------------------------------
Author: Jeff Madrick
Publisher: BeardBooks
Softcover: 310 pages
Review by Henry Berry

As the subtitle reveals, Taking America connotes the
indiscriminate buying up of the nation's assets of large
corporations by investment bankers, insider stock traders,
arbitrageurs, and the like.  This occurred in the mid-1970s, when
low stock prices made many large corporations attractive as
takeover targets.  At the time, they were not ready for what was
going to hit them.  This was the business era when the term
"hostile takeover" came into use.  Ivan Boesky, Carl Icahn, and T.
Boone Pickens became household names for their inconceivable, bold
attempts to buy out corporations.  In doing so, they would stand
to make hundreds of millions of dollars as the stock of the
acquired company rose.  But in most cases, such a stock rise would
come at the cost of breaking up the newly-acquired company by
selling off its most prized and valuable operations and assets or
by drastically reducing its work force to save on wage and
benefits costs.

In many ways, this wave of buyouts and mergers fundamentally
changed the way corporations did business; and it changed the way
corporations were seen by businesspersons and the public.
Corporations came to be seen not mainly as businesses relating to
a particular business sector or making a particular product or
product line.

Such considerations as operations and growth within a particular
or closely-related sector, employee security, and long-term
strategic planning were swept aside by the single-minded aim of
using a corporation's cash and other assets as leverage to
takeover vulnerable, and often unsuspecting, corporations for
quick, huge profit.  Running a corporation became like playing the
stock market.  Madrick's Taking America was originally published
in 1987, just after this wave of takeovers and mergers waned.  But
it waned not from any restoration of rationality or temperance,
but mainly from having succeeded so well.  There were scarcely any
big companies worth taking over left after the takeover frenzy, as
it was described by many.

Madrick follows this unprecedented, transformational takeover
spree occurring over the decade of the mid 1970s to the mid 1980s
mainly by following the activities of the key individuals driving
it, and as much as possible getting into their thinking, the
scheming, and the strategies.  Most of the participants in the
takeover movement who are referred to in this book were
interviewed by the author.  Most of the book's content is based on
these interviews.  Other recognizable names in the author's long
listing of individuals he interviewed are Peter Drucker, Richard
Cheney, Robert Rubin, and Felix Rohatyn.

Looking back over this period, Madrick sees a takeover movement
that lost touch with business's first principles.  These
principles take into consideration broad economic well-being for
employees and the public, not quickly-gained riches for a few.
Although Boesky and others were heavily fined or imprisoned for
illegal conduct, their view of business and business activity was
taken in by the business field.  The "dot-com bubble" of the
1990's, when many young entrepreneurs in the field of computer
technology tried to create businesses with the hope of soon being
taken over by larger companies, is one instance of the legacy of
this takeover era.  The Enron approach to business is another; as
are the business activities, particularly the financial
legerdemain, of WestCom, Tyco, and Adelphia, to name a few.  In
Taking America, Madrick sheds much light on the origins of
widespread problems in today's business world.



                           *********

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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