TCR_Public/090608.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 8, 2009, Vol. 13, No. 157

                            Headlines


ADARE HOMES: Gets Initial OK for Kutner Miller as Bankr. Counsel
ALLIANT HOLDINGS: S&P Assigns 'B' Senior Secured Debt Rating
AMERICAN CAPITAL: In Talks With Unsec. Lenders to Resolve Default
ANTHRACITE CAPITAL: Restructures Unsecured Debt
ASAT HOLDINGS: Noteholders & Lenders Extend Forbearance to July 1

BANK OF AMERICA: SEC Accuses Former Countrywide Officials of Fraud
BANK OF AMERICA: Elects Four New Directors
BANK OF LINCOLNWOOD: Republic Bank Assumes Deposits After Closure
BLACK GAMING: Increases COO's Annual Base Salary to $450,000
BLAIR FARMS: Can Hire David C. McLaughlin as Bankruptcy Counsel

BROADWAY 3012: Case Summary & 18 Largest Unsecured Creditors
BRUNO'S SUPERMARKETS: Plan Filing Period Extended to June 19
CENTERSTONE DIAMONDS: Case Summary & 20 Largest Unsec. Creditors
CHAD A. BURGUENO: Voluntary Chapter 11 Case Summary
CHAPMAN LUMBER: Keith Chapman Charged With Bankruptcy Fraud

CHARTER COMMUNICATIONS: Moody's Assigns 'Ba3' Corp. Family Rating
CHESAPEAKE ENERGY: Glass Lewis Tells Shareholders to Hold Votes
CHRYSLER LLC: Second Circuit Puts on Hold June 5 Fiat Sale Closing
CHRYSLER LLC: Gets Final Order for Adequate Assurance of Utilities
CHRYSLER LLC: Bussain Seeks to Disqualify Capstone as Advisor

CHRYSLER LLC: Closing Arguments on Dealer Rejections Set June 9
CITIGROUP INC: Hires James Von Moltke to Help Sell Business Units
CITIGROUP INC: Names Peter Charrington as Citi Private Bank's CEO
CK TRANSPORTATION: Case Summary & 6 Largest Unsecured Creditors
CLEAR CHANNEL: Has Two Options to Restructure $2.5BB Debt

CLEAR CHANNEL: $2.5BB Loan Refinancing May Avert Liquidity Woes
CLIFFS MORTGAGE: Voluntary Chapter 11 Case Summary
CLOVERLEAF ENTERPRISES: Files for Chapter 11 Bankruptcy Protection
COEUR D'ALENE: Swaps Convertible Senior Notes for Shares
CONSOLIDATED BEDDING: Files for Chapter 7 Bankruptcy Protection

CONSTAR INTERNATIONAL: Discloses Post-Emergence Transactions
CSC HOLDINGS: Extends Maturity Date of Term Loan to 2016
DAVECO FARMS: Case Summary & 20 Largest Unsecured Creditors
DAYTON SUPERIOR: Court OKs Amendment to $165MM DIP Credit Facility
DBSD NORTH: Can Hire Garden City as Notice and Claims Agent

DBSD NORTH: U.S. Trustee Appoints Three-Member Creditors Committee
DBSI INC: Lack of Adequate Assurance Blocks Sublease Assignment
DELTA PETROLEUM: Pays Roger Parker $4MM Cash & 1MM Shares of Stock
ECOVENTURE WIGGINS: Condo Agreements Can't Be Splintered
EDGE PETROLEUM: Defers $25 Million Payment for Advances to June 30

EINSTEIN NOAH: Noteholders Refrain From Redemption of Pref. Stock
ELIEZER ALCARAZ: Case Summary & 20 Largest Unsecured Creditors
ENOS LANE: Court Approves Walter & Wilhelm as Bankruptcy Counsel
ENVIRONMENTAL TECTONICS: Begins Trading on Pink Sheets
EVERGREEN INTERNATIONAL: S&P Puts 'B-' Rating on Negative Watch

EXTERRAN HOLDINGS: S&P Assigns 'BB' Rating on $250 Mil. Notes
FLEETWOOD ENTERPRISES: Files AIP Asset Purchase Agreement With SEC
FLORIDA TRUCKING: Voluntary Chapter 11 Case Summary
FLYING J: Wants Plan Filing Period Extended Until October 28
FORD MOTOR: Will Provide $125 Million of DIP Financing to Visteon

FREMONT GENERAL: Files Chapter 11 Plan and Disclosure Statement
FRIENDS HEATING: Case Summary & 20 Largest Unsecured Creditors
GAMBLIN ENTERPRISES: Case Summary & 12 Largest Unsecured Creditors
GENERAL MOTORS: Has Paid $24MM to Financial Adviser Evercore
GENERAL MOTORS: Seeks to Pay Prepetition Supplier Claims

GENERAL MOTORS: Seeks to Pay $120MM Foreign Vendor Claims
GENERAL MOTORS: Court Allows Payment of Customer Obligations
GENERAL MOTORS: Has Until July 30 to File Schedules & Statements
GENESCO INC: Q1 Results Won't Affect Moody's 'B1' Corp. Rating
GENMAR HOLDINGS: Wells Fargo & Fifth Third Pledge DIP Financing

GEORGIA GULF: Extends Senior Notes Exchange Offers Until June 15
GIL MEJIA: Case Summary & 20 Largest Unsecured Creditors
GTC BIOTHERAPEUTICS: Shareholders OK Amendment to 2002 Equity Plan
HARBOR DREAM LLC: Case Summary & 13 Largest Unsecured Creditors
HARRIS INTERACTIVE: Names Robert J. Cox as Chief Financial Officer

HARTFORD FINANCIAL: Ramani Ayer Will Retire as Chairperson & CEO
HAWAIIAN TELCOM: Files Reorganization Plan & Disclosure Statement
HOLLYWOOD THEATERS: Moody's Assigns 'B3' Rating on Senior Notes
HOVNANIAN ENT: Reports $118.62MM Net Loss in Qtr. Ended April 30
HUNTGAIN LLC: Case Summary & 20 Largest Unsecured Creditors

JAMES FALL: Losses Constitute Cause to Convert to Chapter 7
JEFFERSON COUNTY: Asks SEC for Help Escaping Bond Deals
JETBLUE AIRWAYS: Fitch Affirms Issuer Default Rating at 'B-'
LEHMAN BROTHERS: Court Approves Pension Settlement With PBGC
LEXINGTON PRECISION: Posts $3.4MM Net Loss in Qtr. Ended March 31

LEHMAN BROTHERS: Section 341(a) Meeting Adjourned to July 8
MARINER ENERGY: S&P Changes Outlook on 'B+' Rating to Stable
MASTEC INC: S&P Assigns 'B+' Rating on $100 Mil. Senior Notes
MATEH EPRAIM: Alter Ego Claims Require a Jury Trial
MERUELO MADDUX: Stephen Taylor Believes Firm Is Undervalued

MICHIGAN HIGHER: Moody's Cuts Ratings on Senior Bonds to 'Ba3'
MILACRON INC: June 15 Bar Date Set for Filing of Proofs of Claim
MOMENTIVE PERFORMANCE: Moody's Puts 'B3' Rating on $200 Mil. Notes
NEW VINE: Will Get Investment From Inertia Beverage
NICHOLAS RAYMOND: Case Summary & 9 Largest Unsecured Creditors

NIELSEN COMPANY: Fitch Reports Liquidity, Risks & Bond Summaries
NUKOTE INT'L: Files for Chapter 11 Bankruptcy Protection
PACKAGING DYNAMICS: S&P Downgrades Corporate Credit Rating to 'B-'
PENN VIRGINIA: Moody's Assigns 'B1' Corporate Family Rating
PENN VIRGINIA: S&P Assigns 'BB-' Long-Term Corporate Credit Rating

QUANTUM CORPORATION: Moody's Changes Default Rating to 'Ca/LD'
R. CHRISTOPHER WELBORNE: Case Summary & 4 Largest Unsec. Creditors
RADIATION THERAPY: Moody's Gives Neg. Outlook & Holds 'B2' Rating
REAL MEX: Pays President $500,000 as Initial Annual Base Salary
REVE SPC: S&P Withdraws 'CCC-' Rating on 2007-42 Senior Notes

REXNORD LLC: Posts $7.8 Million Net Loss in Quarter Ended March 31
RONNIE EARL WRENN: Case Summary & 20 Largest Unsecured Creditors
RZ REAL ESTATE: Case Summary & 5 Largest Unsecured Creditors
SAN MARINO NAPLES: Case Summary & 8 Largest Unsecured Creditors
SCOTTISH RE: S&P Withdraws 'CC' Counterparty Credit Rating

SIMTROL INC: Completes Sale of $562,250 of Participation Interests
SMITH MINING: Court Says Fuel Supplier Payments Were Preferences
SPANSION INC: Court Denies Patent Settlement Deal With Samsung
SYNAGRO TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'CCC+'
TARRAGON CORP: Regions Borrowers Have Until Aug. 10 to File Plan

THURSTON HIGHLAND: Case Summary & 20 Largest Unsecured Creditors
TRAVELPORT HOLDINGS: Moody's Withdraws Ratings on $1.1 Bil. Loan
TROPICANA ENTERTAINMENT: NJ Debtors Get Final OK to Use Collateral
TROPICANA ENTERTAINMENT: July 17 Set as NJ Debtors' Bar Date
TXCO RESOURCES: U.S. Trustee Forms 11-Member Creditors' Committee
UAL CORP: To Hold Annual Stockholders Meeting on June 11

UAL CORP: UMB Bank Lawsuit Status Hearing Continued to June 24
UAL CORP: Court Approves Settlement With HSBC Bank
UNI-MARTS, LLC: To Sell 210 Convenience Stores & Dealer Locations
US ONCOLOGY: Moody's Assigns 'Ba3' Rating on $465 Mil. Notes
US ONCOLOGY: S&P Assigns 'B' Rating on $465 Mil. Senior Notes

URIBE INC: Case Summary & 9 Largest Unsecured Creditors
VISTEON CORP: Ford Motor to Provide $125 Million of DIP Financing
VISTEON CORP: Pardus Disposes of 30 Million Shares of Common Stock
WCI COMMUNITIES: Wants to Sell 226 Undeveloped Lots for $35.6MM
WHITE ENERGY: Creditors Panel Objects to Use of Cash Collateral

WHITNEY LAKE: R. Geoffrey Levy Appointed Chapter 11 Trustee
YRC WORLDWIDE: Names Six Senior Leaders to New Org. Structure

* Melissa Glynn Joins Alvarez & Marsal as Managing Director

* BOND PRICING -- For the Week From June 1 to 5, 2009



                            *********

ADARE HOMES: Gets Initial OK for Kutner Miller as Bankr. Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized,
on an interim basis, Adare Homes Potomac Farms 2, LLC, to employ
Kutner Miller Brinen, P.C., as its counsel.

Kutner Miller is expected to, among other things:

   -- provide the Debtor with legal advice with respect to its
      powers and duties;

   -- aid the Debtor in the development of a Plan of
      Reorganization under Chapter 11; and

   -- file necessary petitions, pleadings, reports and actions
      which may be required in the continued administration of the
      Debtor's property under Chapter 11.

Lee M. Kutner, Esq., a shareholder of Kutner Miller, told the
Court that the firm received a $19,862 prepetition retainer.  The
retainer funds were obtained through loan provided for the purpose
of Chapter 11 filing.  The Debtor also paid prepetition fees and
costs of $1,176 including the Chapter 11 filing fee of $1,039.

The hourly rates of Kutner Miller personnel are:

     Lee M. Kutner                  $390
     Jeffrey S, Brinen              $320
     David M. Miller                $290
     Aaron A. Garber                $270
     Jenny M.F. Fujii               $250
     Benjamin H. Shloss             $150
     Heather E. Schell              $200

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

The firm can be reached at:

     Kutner Miller Brinen, P.C.
     303 East 17th Avenue, Suite 500
     Denver, CO 80203-1258
     Tel: (303) 832-2400

                  About Adare Homes Potomac Farms

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


ALLIANT HOLDINGS: S&P Assigns 'B' Senior Secured Debt Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
senior secured debt rating to Alliant Holdings I Inc.'s pending
$60 million senior secured term loan due in 2014.  At the same
time, Standard & Poor's assigned this issue a recovery rating of
'2', which signifies substantial (70%-90%) recovery in the event
of a default.

S&P anticipates the term loan's pricing to be LIBOR plus 625 basis
points, with a 350-bp LIBOR floor.  S&P expects that the new term
loan will stand pari passu with the company's existing senior
secured credit facility and will be subject to financial covenant
maintenance performance.  The company has said it will use the
bank loan proceeds to pay down its $40 million revolver
outstanding.  It will likely use the remaining $20 million for
general corporate purposes.

"We believe Alliant's financial flexibility is constrained because
of its leveraged balance sheet," noted Standard & Poor's credit
analyst Tracy Dolin.  The ratings, however, are also based on the
company's experienced management team, competitive position as a
leading regional insurance broker, diversified revenue base, and
peer-leading organic revenue growth rates.

If the company's interest-coverage and lending multiple metrics
fall short of S&P's expectations, S&P could take a negative rating
action.  This will become more likely if the company's margins
compress or if it does not meet projected growth targets,
resulting in unsatisfactory coverage and leverage metrics.  S&P
believes Alliant will be challenged to sustain the same level of
organic revenue growth during a soft property/casualty market in
2009.  If the company improves its financial profile materially,
S&P could consider revising the outlook to positive.


AMERICAN CAPITAL: In Talks With Unsec. Lenders to Resolve Default
-----------------------------------------------------------------
Shasha Dai at The Wall Street Journal reports that American
Capital Ltd. is negotiating with its unsecured lenders to resolve
its debt default.

WSJ relates that American Capital remains in default on
$2.3 billion of unsecured debt.  American Capital CEO Malon Wilkus
said that the unsecured lenders are demanding their loan be
secured, which the Company isn't ready to make, WSJ states.

According to WSJ, American Capital said that it is confident that
a resolution will be reached.  WSJ quoted Mr. Wilkus as saying,
"There are very good odds of reaching a satisfactory resolution, a
universal and global agreement with all three creditors."

American Capital Ltd. is a publicly traded mezzanine and buyout
shop based in Maryland.

As reported in the Troubled Company Reporter on March 6, 2009,
Moody's Investors Service downgraded American Capital Ltd.'s
senior unsecured rating to B2, or five notches into junk, from the
previous rating of Baa3.  The outlook is negative.  Standard &
Poor's Ratings made a three notch downgrade, cutting the Company's
long-term counterparty credit rating to 'BB-' from 'BBB-'.  S&P's
ratings is still two notches higher to Moody's.

According to the TCR on March 5, 2009, Standard & Poor's Ratings
Services said that it lowered its ratings on Bethesda, Maryland-
based American Capital Ltd., including lowering the long-term
counterparty credit rating to 'BB-' from 'BBB-'.  At the same time
S&P removed the ratings from CreditWatch Negative where they had
been placed November 10, 2008.  The outlook is negative.


ANTHRACITE CAPITAL: Restructures Unsecured Debt
-----------------------------------------------
Anthracite Capital, Inc., said it has restructured a significant
portion of its trust preferred securities and junior subordinated
notes.

Pursuant to an exchange agreement with certain holders of
$135 million in trust preferred securities and the Company's
EUR50 million junior subordinated notes, the Company issued
$168.75 million and EUR62.5 million principal amount of new junior
subordinated notes in exchange for those securities. The exchanges
closed on May 29, 2009.

The new notes bear a fixed interest rate of 0.75% per year until
the earlier of May 29, 2013 and the date on which the Company's
senior secured credit facilities with Bank of America, Deutsche
Bank and Morgan Stanley have all been paid in full. The interest
rate during the Modification Period is significantly lower than
the interest rates on the securities for which the new notes were
exchanged. The interest rates on those securities were, as of the
date of the exchanges, 7.50%, 7.73% and 7.77% per year on the
trust preferred securities and EURIBOR plus 2.60% per year on the
junior subordinated notes. After the Modification Period, the new
notes bear interest at the same rates as the securities for which
they were exchanged. The new notes are contractually senior to the
Company's remaining junior subordinated notes. The new notes
otherwise generally have the same terms, including maturity dates
and capital structure priority, as the securities for which they
were exchanged.

The coupons that were due on April 30, 2009, on certain of the
securities being exchanged were satisfied by payments at the new
lower rate of 0.75% per year on the increased principal amounts.

Anthracite also paid $2.0 million to cover third-party fees and
costs incurred in connection with the exchanges.

The Company estimates that these exchanges will result in cash
savings of over $10 million and EUR2.5 million per year during the
period that the lower coupons are in effect. The Company intends
to use cash from these savings for general corporate purposes and
to reduce indebtedness under its senior secured credit facilities.

                Convertible Senior Notes Exchange

On May 27, 2009, in a privately negotiated exchange transaction
with a holder of Anthracite's 11.75% Convertible Senior Notes due
2027, the Company issued 850,000 shares of common stock in
exchange for $4 million principal amount of the notes.

                       Interest Payments

Anthracite also announced that on May 29, 2009, it made certain
interest payments due April 30, 2009, under certain of its
unsecured debt that had previously been withheld, which debt was
not part of the above described exchanges.

Anthracite Capital, Inc., is a specialty finance company focused
on investments in high yield commercial real estate loans and
related securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with roughly $1.307 trillion in global
assets under management at December 31, 2008.  BlackRock Realty
Advisors, Inc., another subsidiary of BlackRock, provides real
estate equity and other real estate-related products and services
in a variety of strategies to meet the needs of institutional
investors.

                      Going Concern Doubt

The Company's independent registered public accounting firm has
issued an opinion on the Company's consolidated financial
statements that states the consolidated financial statements have
been prepared assuming the Company will continue as a going
concern and further states that the Company's liquidity position,
current market conditions and the uncertainty relating to the
outcome of the Company's ongoing negotiations with its lenders
have raised substantial doubt about the Company's ability to
continue as a going concern.  The Company obtained agreements from
its secured credit facility lenders on March 17, 2009, that the
going concern reference in the independent registered public
accounting firm's opinion to the consolidated financial statements
is waived.


ASAT HOLDINGS: Noteholders & Lenders Extend Forbearance to July 1
-----------------------------------------------------------------
ASAT Holdings Limited received an Extension of Forbearance Period
under the Forbearance Agreement with its Noteholders and lenders
under the Purchase Money Loan Facility dated as of March 2, 2009.
The extended duration of the forbearance agreement is for an
additional period of 30 consecutive days, commencing on June 1,
2009, and expiring on July 1, 2009.  The same terms and conditions
of the original Forbearance Period will stay in effect for the
Additional Forbearance Period.

Under terms of the forbearance agreements, the lenders agree to
forbear from exercising their rights and remedies against the
Company with respect to certain designated defaults until after
July 1, 2009, subject to certain early termination events.

A full-text copy of the forbearance agreement is available for
free at http://ResearchArchives.com/t/s?3d9e

The Company requested the additional time as it continues
discussions with its Noteholders and the lenders under the
Purchase Money Loan Facility to finalize an appropriate capital
structure to support ASAT's long-term business objectives.

Skadden, Arps, Slate, Meagher & Flom LLP is advising ASAT.  The
Noteholders are being advised by O'Melveny & Myers LLP.

                    About ASAT Holdings Limited

ASAT Holdings Limited (ASTTY) -- http://www.asat.com/-- is a
global provider of semiconductor package design, assembly and test
services.  With 20 years of experience, the Company offers a
definitive selection of semiconductor packages and world-class
manufacturing lines.  The Company has operations in the United
States, Asia and Europe.  Affiliate ASAT Inc. is based in
Milpitas, California.


BANK OF AMERICA: SEC Accuses Former Countrywide Officials of Fraud
------------------------------------------------------------------
Kara Scannell and John R. Emshwiller at The Wall Street Journal
report that the U.S. Securities and Exchange Commission has
accused former Countrywide Financial Corp. CEO Angelo Mozilo and
two former lieutenants of fraud.

According to WSJ, the SEC unveiled e-mails in which Mr. Mozilo
warned of Countrywide's "toxic" subprime mortgages.  WSJ quoted
Robert Khuzami, director of the SEC's enforcement division, as
saying, "The defendants' own words revealed that they saw the
warning signs, the trends, the uncertainties and the challenges to
their business model and decided not to disclose that information
to investors."

WSJ relates that the SEC is seeking financial penalties which
include repayment from Mr. Mozilo of $139 million in stock-trading
profits and a ban on the three men serving as an officer or
director of a company.

The SEC alleged in court documents filed in a Los Angeles federal
court that Mr. Mozilo dumped almost $140 million in Countrywide
stock using inside information about increased risk Countrywide
was facing by underwriting high-risk loans.  Messrs. Mozilo, David
Sambol, and Eric Sieracki falsely assured investors about
Countrywide's mortgage business by stating that they underwrote
low-risk mortgages, WSJ relates, citing the SEC.  The SEC, says
WSJ, claimed that Countrywide had lowered its lending standards
dramatically.  The SEC, according to court documents, alleged that
Mr. Mozilo said that a certain kind of subprime loan "is the most
dangerous product in existence and there can be nothing more
toxic."

Citing an attorney for Mr. Sambol, WSJ states that during
presentations to Countrywide investors, Mr. Sambol "provided the
detailed, accurate information the SEC now falsely asserts was
absent from Countrywide's public filings."  According to the
report, Mr. Sambol's lawyer said that the SEC brought the case in
response to political pressure to repair its reputation, which has
taken hits from the agency's failure to detect the Bernard Madoff
fraud.

Mr. Sieracki's lawyer, WSJ relates, said that his client bought
shares of Countrywide when the SEC alleges he was withholding
information from investors.

WSJ quoted David Siegel, Mr. Mozilo's attorney, as saying that the
SEC complaint "does not tell the whole story of either internal
communications or the public disclosures.  The mix and risks of
Countrywide's loan portfolio and its underwriting standards were
well disclosed to and understood by the marketplace."

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a diversified
financial services provider and a member of the S&P 500, Forbes
2000 and Fortune 500.  Through its family of companies,
Countrywide originates, purchases, securitizes, sells, and
services residential and commercial loans; provides loan closing
services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

As reported by the Troubled Company Reporter, Bank of America
closed its purchase of Countrywide Financial for $2.5 billion on
July 1, 2008.  The mortgage lender was originally priced at
$4 billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.

                     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.


BANK OF AMERICA: Elects Four New Directors
------------------------------------------
The Bank of America Corporation Board of Directors has elected
four new directors.

The new directors are:

     -- Susan S. Bies, a former member of the Board of Governors
        of the Federal Reserve System and former chief financial
        officer of First Tennessee National Corporation;

     -- William P. Boardman, retired executive of Bank One
        Corporation and Visa International, Inc.;

     -- D. Paul Jones, former chairman and chief executive officer
        of Compass Bancshares, Inc.;

     -- Donald E. Powell, former chairman of the Federal Deposit
        Insurance Corporation (FDIC) and former president and
        chief executive officer of The First National Bank of
        Amarillo.

"These new directors bring a wealth of experience in financial
services from a variety of perspectives," said Walter E. Massey,
Bank of America chairperson.  "Their participation will make our
board even stronger as we move our company toward achieving its
true potential."

"I look forward to working with our new board members and taking
advantage of their counsel," said Ken D. Lewis, Bank of America
chief executive officer and president.

Ms. Bies served as a Governor of the Federal Reserve from 2001 to
2007.  During that time she represented the Federal Reserve in the
Financial Stability Forum and led the Fed's efforts to modernize
the Basel capital accord.  Previously, she was chief financial
officer, chairman of the asset-liability management committee and
executive vice president of risk management at First Tennessee
National Corporation where she was employed from 1979 through
2001.  She is currently on the board of Zurich Financial Services.
From 2007 through 2008, she was a member of Securities and
Exchange Commission's advisory committee on improving financial
reporting and chairman of its substantive complexity subcommittee.

Mr. Boardman was chairman of Visa International, Inc., from 1996
until his retirement in 2005 and also formerly served as a
director of both that company and Visa U.S.A.  A native of
Columbus, Ohio, he was an executive at Bank One Corporation from
1984 through 2001, serving at various times as chairman and chief
executive officer of its credit card subsidiary First USA and as
vice chairman of Bank One.  He was a director of Bank One
Corporation.  From 2001 through 2003, he served as a senior
advisor on acquisitions and structural matters primarily related
to financial institutions for Goldman Sachs & Co.  Previously, he
practiced law in Columbus.

Mr. Jones was an executive with Compass Bancshares, Inc., from
1978 through its acquisition by Spanish bank BBVA in 2007.  He
served as chairman and chief executive officer of that Alabama-
based banking company from 1991 through 2007.  Mr. Jones began his
career in 1967 with the Birmingham law firm Balch & Bingham.  He
is currently Of Counsel to that firm and a member of its Financial
Institutions Group.

Mr. Powell served as chairman of the FDIC from 2001 through 2005.
A lifelong Texan, he started his banking career in 1971 with The
First National Bank of Amarillo and rose to president and chief
executive officer.  He served as the federal coordinator of Gulf
Coast Rebuilding from 2005 into 2008.  He has served on a number
of boards and was previously chairman of the Board of Regents of
the Texas A&M University System.  He is currently a director of
Stone Energy Corporation.

                     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.


BANK OF LINCOLNWOOD: Republic Bank Assumes Deposits After Closure
-----------------------------------------------------------------
The Illinois Department of Financial and Professional Regulation,
Division of Banking closed Bank of Lincolnwood in Lincolnwood,
Illinois, on June 5, 2009, and appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
Republic Bank of Chicago, Oak Brook, Illinois, to assume all of
the deposits of Bank of Lincolnwood.

Bank of Lincolnwood's two offices reopened on Saturday as branches
of Republic Bank of Chicago.  Depositors of Bank of Lincolnwood
will automatically become depositors of Republic Bank of Chicago.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers of both banks should
continue to use their existing branches until Republic Bank of
Chicago can fully integrate the deposit records of Bank of
Lincolnwood.

Over the weekend, depositors of Bank of Lincolnwood can access
their money by writing checks or using ATM or debit cards.  Checks
drawn on the bank will continue to be processed.  Loan customers
should continue to make their payments as usual.

As of May 26, 2009, Bank of Lincolnwood had total assets of
approximately $214 million and total deposits of $202 million.
Republic Bank of Chicago agreed to purchase $162 million in
assets.  The FDIC will retain the remaining assets for later
disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $83 million.  Republic Bank of Chicago's acquisition of
all the deposits was the "least costly" resolution for the DIF
compared to alternatives.  Bank of Lincolnwood is the 37th FDIC-
insured institution to fail in the nation this year and the sixth
in Illinois.  The last bank to fail in the state was Citizens
National Bank, Macomb, on May 22, 2009.

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system.  The
FDIC insures deposits at the nation's 8,246 banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, monitoring and addressing risks to
which they are exposed.  The FDIC receives no federal tax dollars
-- insured financial institutions fund its operations.


BLACK GAMING: Increases COO's Annual Base Salary to $450,000
------------------------------------------------------------
Black Gaming, LLC, and Anthony Toti, the Company's chief operating
officer, amended the Executive Employment Agreement dated
January 8, 2009, to increase Mr. Toti's annual base salary from
$250,000 to $450,000, retroactive to January 1, 2009.

On December 23, 2008, the Company appointed Mr. Toti as its COO to
oversee the operations of all of its properties.  Prior to that
time, Mr. Toti served as the Company's vice president of Gaming
Operations.  Upon his appointment as COO, Mr. Toti's annual base
salary was not increased.

This amendment was made to conform Mr. Toti's annual base salary
to the increase in duties and responsibilities as COO.  No other
provisions of the Agreement were amended and the Agreement remains
in full force and effect.

Headquartered in Las Vegas, Nevada, Black Gaming, LLC --
http://www.blackgaming.com/-- through its subsidiaries, engages
in the ownership and operation of casino hotels.  Its casino
properties include CasaBlanca Hotel & Casino, Oasis Hotel &
Casino, and Virgin River Hotel & Casino, which are located in
Mesquite, Nevada.  The company also owns the Virgin River
Convention Center in Mesquite, Nevada, which is used as a special
events facility and for overflow hotel traffic from its other
properties.  Black Gaming's properties also offer amenities,
including championship golf courses, spas, a bowling center, a
movie theater, both gourmet and casual restaurants, and banquet
and conference facilities.  Founded in 1988, the company has 2,300
employees.

                           *     *     *

As reported in the Troubled Company Reporter on February 24, 2009,
Moody's Investors Service affirmed these ratings on Black Gaming
LLC:

  -- corporate family rating at Ca
  -- 9% senior secured notes rating at Caa3 (LGD 3, 38%)
  -- 12.75% senior subordinated notes rating at C (LGD5, 87%)
  -- SGL-4 speculative grade liquidity rating


BLAIR FARMS: Can Hire David C. McLaughlin as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Blair Farms, Inc., to employ David C. McLaughlin, Esq., as its
counsel.

Mr. McLaughlin is expected to, among other things:

   a. give legal advice with respect to the powers and duties of
      the Debtor in the continued operation of this business and
      the management of the property of the estate;

   b. take any necessary actions to avoid liens against the
      property of the estate, to set aside preferences which may
      qualify to be avoided or set aside under the Bankruptcy
      Code; and

   c. take other necessary and required action which is deemed by
      the counsel as ordinary and necessary in the proceedings.

Mr. McLaughlin told the Court that his hourly rate is $165.  The
firm will receive a general retainer for the legal services
required in connection with the proceedings.  Mr. McLaughlin added
that the firm has not received anything as fees before the
bankruptcy filing.

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

Mr. McLaughlin can be reached at:

     Fluegel Helseth McLaughlin Anderson
     25 2nd St. SW, Suite 102
     Ortonville, MN 56278
     Tel: (320) 839-2549
     Fax: (320) 839-2540

                      About Blair Farms, Inc.

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


BROADWAY 3012: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Broadway 3012, LLC
        2506 N. Clark St., Suite 288
        Chicago, IL 60614

Bankruptcy Case No.: 09-20446

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
   Church Street, Ltd.                             09-20447
   Broadway Creations, LLC                         09-20448
   Dionysus Enterprises I, LLC                     09-20454
   JFJ Broadway, LLC                               09-20456

Chapter 11 Petition Date: June 4, 2009

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

Judge: Bruce W. Black

Debtor's Counsel: Paul M. Bauch, Esq.
                  Bauch & Michaels LLC
                  53 West Jackson Boulevard, Ste 1115
                  Chicago, IL 60604
                  Tel: (312) 588-5000
                  Fax: (312) 427-5709
                  Email: pbauch@bauch-michaels.com

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

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

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

      http://bankrupt.com/misc/ilnb09-20446.pdf

The petition was signed by Michael P. O'Connor and Jonathan H.
Zitman, managers of the Company.


BRUNO'S SUPERMARKETS: Plan Filing Period Extended to June 19
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama has
extended Bruno's Supermarkets, LLC's exclusive period to file a
plan until June 19, 2009, provided that on or before June 5, 2009,
Debtor will provide a draft of a Chapter 11 disclosure statement
and plan to both the counsel for the unsecured creditor's
committee and the Bankruptcy Administrator.

The exclusive period within which Debtor may obtain acceptances
of a plan or plans of reorganization is extended to and until
August 28, 2009.

As reported in the Troubled Company Reporter on May 25, 2009,
Bruno's Supermarkets told the Bankruptcy Court that the extension
of its exclusive periods will increase the likelihood that the
plan that is ultimately proposed will maximize distributions to
all creditors.

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

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


CENTERSTONE DIAMONDS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Centerstone Diamonds, Inc.
        323 W. 8th Street
        Los Angeles, CA 90014

Bankruptcy Case No.: 09-23944

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Michael Beaudry, Inc.                              09-23945

Type of Business: The Debtors sell jewelry, watches, precious
                  stones, and precious metals.

Chapter 11 Petition Date: June 4, 2009

Court: Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Michael S. Kogan, Esq.
                  mkogan@ecjlaw.com
                  Ervin Cohen & Jessup LLP
                  9401 Wilshire Blvd 9th Flr.
                  Beverly Hills, CA 90212-2974
                  Tel: (310) 273-6333
                  Fax: (310) 859-2325

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
   ------                      ---------------   ------------
Olympic Diamonds Corp.         Trade Claim       $253,137
580 Fifth Avenue, Suite 1200
New York, NY 10036
Tel: (800) 842-3666

Espeka Israel                  Trade Claim       $170,452
52 Bezalel Street Noam Bldg.
Room 501
52521 Ramat-Gan Israel
Tel: 011 972-3-5752116

Inter Gems-CLAES 2             Trade Claim       $158,513
Hoveniersstraat
BUS 248 B-2018 Claim
Antwerpen -Belgium
+32(0)32034567

American Express               Trade Claim       $129,825

Elite Traveler Magazine        Trade Claim       $110,500

Diamond Investment Partners    Trade Claim       $110,202
LLC

Dell Financial Services Col    Trade Claim       $108,692
Bank of America

Kothari Trading Co., Ltd.      Trade Claim       $107,260

Lili Diamonds                  Trade Claim       $105,549

Curtco Robb Media, LLC         Trade Claim       $104,670

American Express Publishing    Trade Claim       $99,753
Corp.

Modern Luxury, Inc.            Trade Claim       $93,480

Novel Collection               Trade Claim       $76,310

Fancy Colors USA, Inc.         Trade Claim       $76,105

Los Angeles Magazine           Trade Claim       $69,188

Inga Moubaiajian               Trade Claim       $62,720

Rosy Blue Trading, Inc.        Trade Claim       $59,983

C Publishing, LLC              Trade Claim       $54,000

Superb Jewelstar               Trade Claim       $51,429

Eurostar Belgium, Inc.         Trade Claim       $48,165

The petition was signed by Michael Beaudry, president.


CHAD A. BURGUENO: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Joint Debtors: Chad A. Burgueno
               Cathrine Burgueno
               1202 E. Seldon
               Phoenix, AZ 85020

Bankruptcy Case No.: 09-12389

Chapter 11 Petition Date: June 4, 2009

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

Judge: Sarah Sharer Curley

Debtors' Counsel: D. Lamar Hawkins, Esq.
                  Aiken Schenk Hawkins & Ricciardi PC
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  Email: dlh@ashrlaw.com

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


CHAPMAN LUMBER: Keith Chapman Charged With Bankruptcy Fraud
-----------------------------------------------------------
Keith Chapman of the Chapman Lumber Co. was charged on June 4,
2009, with five counts of bankruptcy fraud and one count of filing
a false tax return, the U.S. Attorney's Office in Cedar Rapids
said in a statement.

Thonline.com states that Mr. Chapman allegedly diverted Chapman
Lumber's accounts receivable funds into a personal account during
the Company's bankruptcy.  Citing authorities, Thonline.com
relates that Mr. Chapman used the money on a $454,000 spending
spree.

Chapman Lumber Co. Inc. -- http://www.chapmanlumber.net/-- and
-- http://www.chapmanlumber.net/-- sought Chapter 11 protection
on February 8, 2005 (Bankr. D. Iowa Case No. 05-00408).  It hired
Joseph A. Peiffer, Esq., at Day Rettig Peiffer, P.C., to assist
the Company in its restructuring efforts.


CHARTER COMMUNICATIONS: Moody's Assigns 'Ba3' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba3 Corporate Family
Rating and a (P)Ba3 Probability of Default Rating to Charter
Communications, Inc.'s indirect intermediate holding company CCH
II, LLC (CCH II; together with related entities, Charter or the
company).  In addition, Moody's assigned a (P)Ba2 rating to
Charter Communications Operating, LLC's existing pre-petition
first lien bank debt and a (P)B1 rating to its existing pre-
petition second lien notes.  The existing pre-petition debt
instruments of CCO Holdings, LLC, including a $350 million term
loan and $800 million of existing senior unsecured notes, along
with a projected $1.7 billion of new 13.5% senior unsecured notes
due 2016 being issued by CCH II (mostly in exchange for similarly
ranking and existing pre-petition debt), were assigned ratings of
(P)B2.  The rating outlook is stable.

The ratings are prospective and are based on Moody's expectation
that more than $8 billion of the company's nearly $22 billion of
pre-petition debt claims will be eliminated upon its emergence
from Chapter 11 bankruptcy restructuring proceedings, currently
assumed to occur by the end of the third quarter of 2009.
According to Moody's lead analyst and Senior Vice President
Russell Solomon, "the dramatic reduction in debt and effective
right-sizing of the company's balance sheet bodes well for an
otherwise performing group of assets in an industry sector for
which Moody's outlook notably remains positive."  Moody's expects
proforma financial leverage (debt-to-EBITDA, in accordance with
Moody's standard adjustments) to approximate 6.0x (5.6x after
netting out excess cash balances from debt) based on March 31,
2009 data, a material improvement from pre-petition levels which
regularly exceeded 9x on an equivalently calculated basis.  Most
notably, ensuing annual interest expense (assuming reinstatement
of existing bank loans) is expected to be reduced by more than
$800 million, enabling the company to generate positive free cash
flow in its first full year of post-emergence operations.

The ratings broadly reflect a still high (albeit more moderate)
level of financial risk and a steadily increasing level of
operational risk given the heightened competitive environment.
Moody's will remain particularly watchful of ongoing encroachment
by the RBOCs as they continue to roll out triple-play products of
their own, either individually or in partnership with DBS
companies, and more aggressively compete for customers.  These key
credit risks are partially mitigated, however, by the company's
large size and improving operating performance, along with the
prospect of further gains given comparatively modest advanced
service penetration rates to date.  This is augmented by the
relative stability of the company's business model, a good
liquidity profile with large pre-petition cash balances and the
noted transition to positive free cash flow, and meaningful
perceived underlying asset value in support of the aforementioned
reduced debt burden.

Under the proposed plan of reorganization, all debt of CCO and
CCOH is scheduled to be reinstated at current rates, and access to
CCO's $1.5 billion revolving credit facility will be capped at the
$1.3 billion level of current outstandings and will no longer
revolve through maturity.  At CCH II, the company intends to
exchange its $1.2 billion of existing notes for a portion of newly
issued 13.5% notes due 2016, with the unexchanged notes being paid
in cash from a rights offering.  The company expects to issue
approximately $1.7 billion of new notes at CCH II.  All debt of
legal entities above CCH II (CCH I through CCI) is scheduled to be
eliminated, with all CCH I holders slated to retain equity in the
reorganized company and certain CCH I holders having the option to
participate in a rights offering (net proceeds of $1.5 billion are
expected from the rights offering, excluding a $400 million over-
allotment option).  A portion of the proceeds received from the
rights offering will be applied to cover the company's swap
liability.  Additionally, CCI will issue $72 million of 15% PIK
preferred stock due 2016 (whose coupon will increase over the life
of the security, to 21% by the seventh year).

Moody's has assigned these ratings:

CCH II, LLC

* Corporate Family Rating -- (P)Ba3
* Probability of Default Rating -- (P)Ba3
* Senior unsecured Notes -- (P)B2 (LGD 6, 94%)

CCO Holdings, LLC

* Senior unsecured Notes -- (P)B2 (LGD 5, 88%)

* Senior secured (1st lien -- stock only) Term Loan -- (P)B2 (LGD
  5, 84%)

Charter Communications Operating, LLC (CCO)

* Senior secured (2nd lien -- all assets) Notes -- (P)B1 (LGD 5,
  74%)

* Senior secured (1st lien -- all assets) Credit Facility --
  (P)Ba2 (LGD 2, 29%)

The rating outlook is Stable in all respects.

The last rating action for Charter was on March 27, 2009, when
Moody's revised the company's PDR to D following its Chapter 11
Bankruptcy filing announcement.

CCH II is an indirect intermediate holding company subsidiary of
Charter Communications, Inc., one of the largest domestic cable
multiple system operators serving approximately 5.0 million basic
subscribers (5.4 million customers) and generating annual revenues
approximating $6.6 billion.  The company maintains its
headquarters in St. Louis, Missouri.  Charter owns a majority
common equity interest and a 100% voting interest in Charter
Communications Holding Company, LLC, which through several
intermediate holding companies indirectly owns, among others, CCH
II, CCOH and CCO, the latter being the parent company of Charter's
operating subsidiaries.  The company is currently involved in
reorganization proceedings under provisions of Chapter 11 of the
U.S. Bankruptcy Code.


CHESAPEAKE ENERGY: Glass Lewis Tells Shareholders to Hold Votes
---------------------------------------------------------------
Ben Casselman at The Wall Street Journal reports that proxy-
advisory firm Glass, Lewis & Co. is recommending that Chesapeake
Energy Corp. shareholders withhold their votes for members of the
Company's board during an annual meeting on June 12.

According to WSJ, Glass Lewis said that it gave Chesapeake's
compensation structure a grade of "F".  WSJ relates that
Chesapeake Energy gave its CEO, Aubrey McClendon, a $112.5 million
pay package.  WSJ notes that Chesapeake Energy has in the past
argued that Mr. McClendon's pay, by some measures the highest of
any U.S. executive in 2008, was justified.

WSJ states that Glass Lewis also criticized the Company for:

     -- having too few independent directors,

     -- eliminating shareholders' right to call special meetings,
        and

     -- purchasing a map collection from Chesapeake Energy CEO
        Aubrey McClendon for $12.1 million.

WSJ notes that Glass Lewis' recommendation is unlikely to have any
direct effect.  According to the report, three Chesapeake Energy
directors facing re-election next week are unopposed.

               About Chesapeake Energy Corporation

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville
Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf
Coast, Ark-La-Tex and Appalachian Basin regions of the United
States.

                         *     *     *

As reported by the Troubled Company Reporter on January 30, 2009,
Moody's Investors Service assigned a Ba3 (LGD 4; 69%) rating to
Chesapeake Energy's pending $1 billion offering of senior
unsecured notes due 2015.

The TCR reported on January 30, 2009, that Fitch Ratings assigned
'BB' issuer default and senior unsecured debt ratings.  Fitch also
placed a 'B+' convertible preferred stock rating on the company.
Fitch said that the rating outlook remains negative.

According to the TCR on January 30, 2009, Standard & Poor's
Ratings Services assigned its 'BB' issue rating and '4' recovery
rating to oil and gas exploration and production company
Chesapeake Energy Corp.'s proposed $500 million senior unsecured
notes due 2016.  Proceeds will repay outstanding bank debt.


CHRYSLER LLC: Second Circuit Puts on Hold June 5 Fiat Sale Closing
------------------------------------------------------------------
Second Circuit U.S. Court of Appeals Judge Dennis Jacobs has
approved the Chrysler LLC-Fiat SpA deal on Friday, upholding the
Hon. Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York's ruling, but said that a stay of
the sale order would remain in place until 4:00 p.m. EDT on
Monday, or until the U.S. Supreme Court issues its own stay, Chad
Bray and Alex P. Kellogg at The Wall Street Journal report.

The sale of Chrysler's assets to New CarCo Acquisition LLC, the
new company formed by Fiat S.p.A., was put on hold by the Second
Circuit.  Chrysler was previously authorized by Judge Gonzalez to
complete the sale of its assets by noon of June 5, moving the date
up from June 15.

The Second Circuit Court agreed to hear legal arguments of the
Indiana State Police Pension Fund, the Indiana Teacher's
Retirement Fund, and the Major Moves Construction Fund.  Legal
briefs were due noon of June 4, and oral arguments began Friday.

WSJ relates that the Indiana pension funds asked the Supreme Court
on Saturday to put the deal on hold while they continue their
attempts to block it.  They are seeking for the extension of the
temporary hold on the sale put in place by the appeals court, Mark
H. Anderson and Jeff Bennett at WSJ states.

"We won't be able to get an appeal filed and heard by Monday.  We
need to get the Supreme Court to give us more time," WSJ quoted
Thomas Lauria, a lawyer for the Indiana funds, as saying.

The Indiana pensioners' appeal will raise a number of issues
including the illegal use of the funds from the Troubled Asset
Relief Program (TARP) to leverage the sale.  Mr. Mourdock pointed
out that Chrysler is not a financial institution and that the TARP
funds are intended to be used solely to aid financial
institutions.

"Chrysler's receipt of federal TARP funds has compromised its
independence, and Chrysler has become a puppet of the federal
government.  The proposed sale is an insider transaction that
gives 20% ownership to Fiat, an Italian company, which is not
investing a single dollar in exchange for their ownership
interest," Indiana State Treasurer Richard Mourdock said.  He said
that the Indiana pensioners will also argue why the secured
creditors have been made secondary to unsecured creditors in
contravention of longstanding bankruptcy law.

"The proposed sale gives majority ownership of the company to the
government's preferred unsecured creditors, while secured
creditors receive only 29 cents on the dollar," Mr. Mourdock said.

"Hoosier retirees and taxpayers are being deprived of millions of
dollars in their funds while a foreign corporation receives a
windfall at no cost, this is not equitable," Mr. Mourdock said.
"I look forward to Indiana's day in court, and I will continue to
pursue my fiduciary responsibilities and my oath of office."

                       Legal Briefs Filed

In their legal briefs submitted in preparation for oral arguments,
the Indiana Pensioners said that the U.S. Treasury exceeded its
authority in the Chrysler deal, is misusing the Troubled Assets
Relief Program (TARP) for automaker loans and is breaking
bankruptcy law by favoring workers over creditors, reports
Bloomberg News.

"This attack on the most fundamental of creditor rights has been
funded, orchestrated and controlled by [U.S.] Treasury, despite
its complete lack of statutory and constitutional authority to do
so.  The executive branch cannot spend funds, take over
corporations or control bankruptcy proceedings without
Congressional authority," the Indiana Pensioners said in their
briefs.

The Indiana pensioners used the same arguments before the
bankruptcy court prior to the approval of the sale.  Their
objection, however, was overruled by Judge Gonzalez, who dismissed
allegations that the sale is a sub rosa plan of reorganization and
that Chrysler breached its fiduciary duties.

Chrysler, which was also granted leave to appeal by the Second
Circuit Court of Appeals, expressed confidence that the Indiana
Pensioners cannot win and said that the sale of the assets is
better than liquidating the automaker, Bloomberg further reported,
citing court papers Chrysler filed in the Second Circuit Court of
Appeals.

                       Legal Machinations

The June 5 hearing was held before a three-judge panel of the
U.S. Second Circuit Court of Appeals in New York.  Had the panel
decided to reverse Judge Gonzalez's decision, Chrysler and the
U.S. Treasury could appeal.  As the panel already sided with Judge
Gonzalez, the Indiana pension attorneys could then ask for a
broader "en banc" hearing before the entire group of judges in the
U.S. Second Circuit Court of Appeals.

"If I'm a betting man, I am certain it will at least go to the en
banc hearing," the Detroit Free Press quoted Anthony Sabino, a St.
John's University law professor specializing in bankruptcy law, as
saying.

The Indiana pensioners could ask for a review by one member of the
U.S. Supreme Court.  Each justice is assigned to one of the
appeals circuits, and the U.S. Second Circuit Court of Appeals'
justice is Ruth Bader Ginsburg, Mr. Sabino said.  She could review
the case, or decide the entire Supreme Court should hear it.  If
she decides the case will be heard, she would issue a stay until
they hear arguments or the Supreme Court could simply decide not
to hear the case, paving the way for a Fiat deal, Mr. Sabino said.

The Detroit Free Press quoted Fiat spokesman Tom Johnson saying,
"We're not going to comment on hypotheticals here.  We will have a
comment at the appropriate time, but until then, let's let the
court process run its course."

People close to the case say that taking the matter to the Supreme
Court could cause a significant delay on Chrysler's
reorganization, reports The Wall Street Journal.

In the meantime, Fiat is preparing to move dozens of executives,
engineers and others employees to Michigan to help run Chrysler
and align its operations with those of Fiat.  Fiat has hired a
real estate firm to help those people relocate but the efforts are
on hold until the deal with Chrysler closes, the Journal further
noted, citing people familiar with the matter.

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Gets Final Order for Adequate Assurance of Utilities
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted Chrysler LLC and its debtor-affiliates' request to deem
Utility Companies as adequately assured.  The Court also approved
the procedures proposed by the Debtors in connection with the
request.  Objections that were not resolved prior to the request's
final hearing were overruled.  Resolved objections are deemed
withdrawn.

The Court directed the Debtors to increase the Adequate Assurance
Deposit by $13,781 for the sole benefit of Nicor Gas.  The Debtors
have proposed to deposit $5,991,487 into a newly created,
segregated, interest bearing escrow account as the Adequate
Assurance Deposit for the Utility Companies.

The Adequate Assurance Deposit, in conjunction with the Debtors'
ability to pay for future utility services in the ordinary course
of business, constitutes sufficient adequate assurance of future
payment to the Utility Companies that are not subject to the
Daimler Guarantee to satisfy the requirements of Section 366 of
the Bankruptcy Code, Judge Gonzalez maintained.

No money may be withdrawn from the Adequate Assurance Deposit
account except by mutual agreement of the Debtors, after
consultation with the Official Committee of Unsecured Creditors,
and the applicable Utility Company or by further Court order.

If the Debtors fail to pay for postpetition utility services when
due, a Utility Company may access only that portion of the
Adequate Assurance Deposit that is allotted to it in the Utility
Service List.

Any Adequate Assurance Deposit provided for a Utility Company will
be released from the Adequate Assurance Deposit account and
returned to the Debtors upon the earlier of (i) the date that the
Debtors are no longer responsible for payment of utility services
at the relevant location, and (ii) the conclusion of the Chapter
11 cases, if not returned or applied earlier.

A full-text copy of the list of Utility Companies is available for
free at:

   http://bankrupt.com/misc/Chrysler_UtilityCompanies_052809.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: Bussain Seeks to Disqualify Capstone as Advisor
-------------------------------------------------------------
Bussian, intervenors, and the members of a certified class of
similarly situated individuals asked the U.S. Bankruptcy Court for
the Southern District of New York to:

  * disqualify Capstone Advisory Group, LLC as the Debtors'
    financial advisor; and

  * strike all opinion testimony of Robert Manzo given in the
    May 27, 2009, hearing relating to the proposed Section 363
    sale.

John F. Bloss, Esq., at Robertson Medlin & Blocker, PLLC,
Greensboro, North Carolina, argued that Mr. Manzo has actual or
potential conflicts of interest in testifying as to the
liquidation value of the Debtors.  Mr. Bloss relates that Mr.
Manzo testified that Capstone would be paid approximately $17
million if a sales transaction to Fiat S.p.A is approved, of which
approximately $10 million would be retained directly by him.
Thus, Mr. Manzo has an enormous incentive to provide an
artificially low liquidation valuation for the Debtors in order to
cause the proposed Section 363 sale to be approved, even though
various "classes of creditors" would be injured, Mr. Bloss
asserts.  Mr. Bloss argues that it is "plausible" that Mr. Manzo's
potential $10 million payday would cause him "to act any
differently" than he would otherwise would.  Indeed, Mr. Bloss
says, Mr. Manzo's ever-decreasing valuation of the Debtors'
assets, which according to his testimony presume (a) that
Chrysler's future sales will remain at 2008 levels, which were the
lowest in many decades; (b) a value of zero for numerous Chrysler
lines, as well as (c) unheard-of 1-1.5 multipliers for OEMs, leave
little doubt about where his loyalties lie.

As reported by the Troubled Company Reporter on May 26, 2009, the
U.S. Bankruptcy Court for the Southern District of New York
authorized Chrysler LLC and its debtor-affiliates to employ
Capstone Advisory Group, LLC, nunc pro tunc to the petition date,
as their financial advisor.  The Engagement Letter between the
parties, among others, provide that Capstone will continue to
render professional services to the Debtors' estates after the
consummation of the Fiat Transaction, including services relating
to the winddown of the Debtors' estates and the development of an
orderly liquidation plan or other alternative liquidation
scenario.  Capstone will be compensated for the Post-Sale Services
on an hourly basis at rates indicated in the Amended Engagement
Letter, plus reimbursement of Capstone's actual, necessary
expenses incurred.

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Closing Arguments on Dealer Rejections Set June 9
---------------------------------------------------------------
Dealers affected by Chrysler LLC's move to reduce its local dealer
network testified at a court hearing Thursday before the U.S.
Bankruptcy Court for the Southern District of New York.  Judge
Arthur Gonzalez heard testimonies from 18 dealers objecting to
Chrysler's bid to terminate 789 dealership agreements as part of
the automaker's deal with Italy-based automaker Fiat S.p.A.,
according to Bloomberg News.  The dealers testified about money
spent on unfinished projects, coercion to buy more inventory and
personal grief, the report said.  Judge Gonzalez reportedly had to
ask several dealers to stay calm even as they discussed emotional
topics.

James Tarbox, who owns a dealership in Rhode Island and one in
Massachusetts, choked back tears on the witness stand as he
recounted receiving news last month that Chrysler would terminate
their dealership agreement, according to a report by The Wall
Street Journal.  "I was completely flabbergasted to say the least.
I said there must be a mistake because I'm the top, the top guy.
I've won all sorts awards," the Journal quoted Mr. Tarbox as
saying.  Mr. Tarbox complained that he was pushed out because he
protested about Chrysler's plan to move a competing Jeep
dealership into his market.

Chrysler lawyers repeatedly challenged the dealers during cross
examination, saying they weren't meeting certain minimum standards
for sales, customer service or capitalization.  They also pointed
out that many were single-brand dealers or had franchises with
other manufacturers that would survive, the Journal reported.

According to the report, Judge Gonzalez said at the start of the
hearing that the auto maker has a "very strong argument" for
cutting ties to the dealerships.  He said, however, that it was
important to continue with Thursday's hearing and that arguments
from the dealers could sway him to deny Chrysler's request to
close the dealerships.

Closing arguments about the dealer rejections are set for June 9.

       Chrysler Exec Grilled on Dealerships Termination

Chrysler LLC President Jim Press defended the automaker's move to
reduce its local dealer network at the congressional hearing held
Wednesday, reports Josh Mitchell of The Wall Street Journal.
Mr. Press called the dealer cuts the "most difficult business
decision" of his career and that "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."  The executive also
said that the automaker needs to terminate the agreements to cut
cost and boost sales.

Affected dealers, however, told the Senate Commerce Committee that
the termination will not produce the cost savings claimed by
Chrysler and that it was being made hastily and without regard to
state franchise laws that require manufacturers to compensate
dealers slated to be shut, the report said.

Committee Chairman John Rockefeller IV of West Virginia said he
does not believe that companies should be allowed to take taxpayer
funds for a bailout.  "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," the Journal quoted Mr. Rockefeller as saying.

Sen. Mike Johanns of Nebraska said he soon would introduce
legislation requiring the administration to obtain congressional
approval any time it used funds from the Troubled Asset Relief
Program (TARP) to take equity stakes in a company, the report
further said.

        Senate Proposals Would Force Chrysler on Dealers

A proposal introduced Thursday in the U.S. Senate would compel
Chrysler LLC and General Motors Corp. to fully reimburse
terminated dealerships and give them 180 days to wind down their
operations, reports Reuters.

"We filed this amendment to apply pressure on the automakers to
keep their word to rejected dealerships and fully reimburse them
for their inventories of vehicles and parts," Reuters quoted
Senator Bob Corker of Tennessee as saying.  Sen. Corker's
amendment would not permit judges overseeing the automakers'
bankruptcies to approve government-funded debtor financing unless
his terms are met.

Sponsors hope to attach the proposal to a tobacco regulation bill
that is now under consideration but has uncertain prospects for
passage, the Reuters reported.

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CITIGROUP INC: Hires James Von Moltke to Help Sell Business Units
-----------------------------------------------------------------
Bloomberg News reports that Citigroup Inc. has hired Morgan
Stanley's investment banker, James von Moltke, to supervise the
sale of businesses that the Company plans to exit.

Mr. Von Moltke, says Bloomberg, will be the chief of corporate
mergers and acquisitions for Citigroup.

Bloomberg quoted Sandler O'Neill & Partners LP investment strategy
chief Robert Albertson as saying, "M&A in financials right now is
difficult, based on the economic times we've gone through and the
uncertainty that remains.  But some of the businesses they're
selling are high-quality, and there probably are some interested
buyers.  It comes down usually to price."

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

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

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


CITIGROUP INC: Names Peter Charrington as Citi Private Bank's CEO
-----------------------------------------------------------------
Kathy Shwiff and John Kell at The Wall Street Journal report that
Citigroup Inc. has appointed Peter Charrington as Citi Private
Bank's North American CEO.

According to WSJ, Mr. Charrington will be responsible for private
banking activities in the U.S. and Canada.  WSJ relates that Mr.
Charrington is chief of Citi Private's operations in the U.K.,
Israel and Monaco.  The report says that he is based in London.
Mr. Charrington first joined Citigroup as a management associate
in 1994 and became a private banker in 1997.

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

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

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


CK TRANSPORTATION: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ck Transportation Group, Inc.
        4222 East Thomas Rd, Suite 220
        Phoenix, AZ 85018

Bankruptcy Case No.: 09-12394

Chapter 11 Petition Date: June 4, 2009

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

Debtor's Counsel: Gary V. Ringler, Esq.
                  7303 West Boston St.
                  Chandler, AZ 85226
                  Tel: (480) 705-7550
                  Fax: (480) 705-7503
                  Email: garyvringler@earthlink.net

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
6 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/azb09-12394.pdf

The petition was signed by Richard L. Barrett, president of the
Company.


CLEAR CHANNEL: Has Two Options to Restructure $2.5BB Debt
---------------------------------------------------------
Sarah McBride at The Wall Street Journal reports that Clear
Channel Communications Inc. and its subsidiary, Clear Channel
Outdoor, has two options to restructure $2.5 billion in debt.

According to WSJ, Wachovia debt analyst Bishop Cheen said that
Clear Channel's owners are "desperate not to trip covenants.  If
you trip covenants, you have to redo what has been a cheap and
friendly debt package."  Clear Channel's debtholders are
considering rejecting any proposed offer, says WSJ.  Getting paid
early, WSJ notes, would help Clear Channel stay ahead of its
covenants, because cash counts favorably in its leverage
calculations.

WSJ relates that bank lenders and bondholders, under a scenario
floated by Clear Channel's owners -- Bain Capital Partners LLC and
Thomas H. Lee Partners LP -- would exchange some of their debt in
the parent company for debt in Clear Channel Outdoor, a billboard
company.  According to WSJ, Clear Channel is being saddled with
$21 billion in debt in the wake of its buyout in 2008.  Clear
Channel's private-equity owners hope to use the exchange to help
lessen the amount of secured debt the Company holds, which would
help it to comply with debt-to-earnings ratio covenants with
lenders.

Citing analysts, WSJ says that without changes, Clear Channel
won't be able to stay in compliance beyond the end of 2009 or
early in 2010.

Clear Channel Outdoor, according to WSJ, could also repay early a
loan of $2.5 billion it owes its parent by refinancing it.  WSJ
relates that the loan is due in 2010.

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

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

                          *     *     *

As reported by the Troubled Company Reporter on March 11, 2009,
Moody's Investors Service downgraded Clear Channel Communications,
Inc.'s Corporate Family Rating and Probability-of-Default Rating
to Caa3 from B2.  Moody's also downgraded the Company's senior
secured credit facilities to Caa2 from B1 and all senior unsecured
notes to Ca from Caa1.  In addition, Moody's downgraded Clear
Channel's speculative grade liquidity rating to SGL-4 from SGL-2.
The ratings downgrade reflects Moody's belief that there is a high
probability that the company will violate its secured 9.5x
leverage covenant this year, and that when this occurs, a debt
restructuring will be likely.  The outlook has been revised to
negative.  This rating action concludes the review initiated on
February 6, 2009.


CLEAR CHANNEL: $2.5BB Loan Refinancing May Avert Liquidity Woes
---------------------------------------------------------------
Moody's Investors Service said that Clear Channel Outdoor Inc.'s
potential plan to refinance its $2.5 billion intercompany loan to
its parent CC Media (Clear Channel) (89% owned by Clear Channel
and 11% owned by the public), could avert moderate liquidity
concerns within CCO as the loan matures in 2010, but more
importantly, if the market refinancing is completed and repayment
of the intercompany debt occurs, it would essentially remove the
possibility of a near term bank facility covenant breach at Clear
Channel.  Clear Channel would only need to hold the cash proceeds
to avert such a breach as the covenant is a net secured debt
(secured debt minus cash on hand) covenant.  Alternatively if the
company were to exchange intercompany debt for parent secured debt
that would also alleviate covenant breach pressure.  Under the
refinancing scenario, if the cash is used to repay debt below par,
credit metrics and room under the covenant could gain even more
headroom, though there is a strong likelihood that such
transactions would still be tantamount to a default or distressed
exchange given Moody's view that the company's capital structure
is unsustainable.  "Even if the company can clear its bank
covenant hurdle through next year, as maturities mount in 2011 and
beyond, repayment or refinancing given the company's leverage
levels, even with an economic recovery, is unlikely," stated Neil
Begley, a Senior Vice President at Moody's Investors Service.

The last rating action was on March 9, 2009, when Moody's
downgraded Clear Channel's CFR and PDR each to Caa3.

Clear Channel Communications, Inc., headquartered in San Antonio,
Texas, is a global media and entertainment company specializing in
mobile and on-demand entertainment and information services for
local communities and premiere opportunities for advertisers.  For
the LTM period ended March 31, 2009, the company reported revenues
of approximately $6.3 billion.


CLIFFS MORTGAGE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Cliffs Mortgage, L.L.C.
        4518 N. 32nd Street
        Phoenix, AZ 85018

Bankruptcy Case No.: 09-12371

Chapter 11 Petition Date: June 4, 2009

Court: District of Arizona (Phoenix)

Debtor's Counsel: Jerry L. Cochran, Esq.
                  jcochran@cochranlawfirmpc.com
                  2929 E. Camelback Rd., Suite 118
                  Phoenix, AZ 85016
                  Tel: (602) 952-5300
                  Fax: (602) 952-7010

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by Kyle P. Bingham, principal.


CLOVERLEAF ENTERPRISES: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------------
Cloverleaf Enterprises Inc. has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Maryland, Standardbredcanada.ca reports.

Court documents say that Cloverleaf listed $10 million and
$50 million in assets and $1 million and $10 million in debts,
with Maryland Jockey Club as its largest unsecured creditor.
Cloverleaf, Standardbredcanada.ca relates, said that it is
disputing the $1.24 million it owes under a 2006 memorandum of
understanding.

Fort Washington, Maryland-based Cloverleaf Enterprises Inc. --
http://www.rosecroft.com/-- owns the Rosecroft Raceway, a harness
track.


COEUR D'ALENE: Swaps Convertible Senior Notes for Shares
--------------------------------------------------------
Coeur d'Alene Mines Corporation exchanged $21,518,000 aggregate
principal amount of its 1.25% convertible senior notes due 2024
and $25,000,000 of its 3.25% convertible senior notes due 2028 for
an aggregate of 2,721,400 shares of its common stock, par value
$0.01, pursuant to privately-negotiated agreements dated May 27,
2009.

The shares were issued on or about June 2.

The company also exchanged $2,300,000 aggregate principal amount
of its 3.25% convertible senior notes due 2028 for an aggregate of
127,320 shares -- on a post-split basis -- of its common stock ,
pursuant to a privately-negotiated agreements entered into on
April 7 and April 16, 2009, said Mitchell J. Krebs, chief
financial officer of the company.

Those shares were issued on April 8, 2009 and April 17, 2009, said
Mr. Krebs.  All of these shares are being issued pursuant to the
exemption from the registration requirements afforded by Section
3(a)(9) of the Securities Act of 1933, as amended, he noted.

                        About Coeur d'Alene

Coeur d'Alene Mines Corp. (NYSE:CDE) (TSX:CDM) --
http://www.coeur.com/-- is the world's largest primary silver
producer, as well as a significant, low-cost producer of gold.
The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile, Bolivia and Australia.

                          *     *     *

As the Troubled Company Reporter reported on May 20, 2009,
Standard & Poor's Ratings Services placed its ratings, including
its 'CCC' corporate credit rating, on Coeur d'Alene Mines Corp. on
CreditWatch with positive implications.  The CreditWatch listing
reflects S&P's assessment that near term operating cash flow
generation will likely increase due to the combination of higher
metal volumes and continued favorable gold and silver prices.
Idaho-based Coeur d'Alene completed construction of its Palmarejo
mine and successfully started operating it in the first quarter of
2009, which is increasing volumes.


CONSOLIDATED BEDDING: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------------------
David Perry and Larry Thomas at Furniture Today report that
Consolidated Bedding and its affiliates have filed for Chapter 7
bankruptcy protection in the U.S. Bankruptcy Court for the
District of Delaware.

The Debtors said in court documents that they have sold their
assets and stopped their business operations.

Citing industry observers, Furniture Today relates that the
Debtors' bankruptcy filing wouldn't affect the plans of a new
company, Spring Air International LLC, to relaunch the Spring Air
brand.

Consolidated Bedding and its affiliated entities operated as
Spring Air.  Spring Air closed its nine corporate-owned plants in
May 2009.  Since then, Spring Air's three domestic licensees have
continued to operate, as have two licensees, in Canada.


CONSTAR INTERNATIONAL: Discloses Post-Emergence Transactions
------------------------------------------------------------
Constar International Inc. disclosed in a regulatory filing with
the Securities and Exchange Commission that since its emergence
from bankruptcy protection on May 29, 2009, the company and its
affiliates consummated the transactions contemplated by their
Second Amended Joint Plan of Reorganization, as Further Modified,
Pursuant to Chapter 11 of the Bankruptcy Code, as confirmed by the
United States Bankruptcy Court for the District of Delaware on
May 14, 2009.

In connection with the consummation of the Plan, on the Effective
Date, the Company's existing Senior Secured Super-Priority Debtor
in Possession and Exit Credit Agreement, dated as of December 31,
2008, was converted into exit financing in accordance with its
terms.  The Company and its lenders entered into Amendment No. 2
to the Credit Agreement, primarily for the purposes of updating
certain schedules to the Credit Agreement and permitting the
Company's Dutch subsidiary, Constar International Holland
(Plastics) B.V., which is neither a party to nor a guarantor of
the Credit Agreement, to enter into separate financing
arrangements.

All existing shares of the Company's capital stock were canceled
pursuant to the Plan. In addition, in the same connection, all of
the Company's Senior Subordinated 11% Notes Due 2012 were canceled
and the related indenture was terminated -- except for purposes of
allowing the noteholders to receive distributions under the Plan.
The holders of the Class 4 Senior Subordinated Note Claims
received 10 shares of new Common Stock per $1,000 face amount of
the Senior Subordinated Notes pursuant to the Plan.

These incentive plans were terminated:

   (1) the 2007 Non-Employee Directors' Equity Incentive Plan;

   (2) the 2007 Stock-Based Incentive Compensation Plan;

   (3) Constar International Inc. Non-Employee Directors' Equity
       Incentive Plan;

   (4) Constar International Inc. 2002 Stock-Based Incentive
       Compensation Plan;

   (5) the Amended and Restated Constar International Inc.
       Supplemental Executive Retirement Plan; and

   (6) the Amended and Restated Constar International Inc. Annual
       Incentive and Management Stock Purchase Plan.

The 2007 Incentive Plan was replaced by the Constar International
Inc. Annual Incentive Plan, adopted May 26, 2009.

Also upon the Effective Date, the Company rejected under Section
365 of the Bankruptcy Code its current employment agreement with
Walter Sobon, its chief financial officer. Mr. Sobon had
previously announced his intention to resign following the
Company's emergence from chapter 11 proceedings.

Under the Plan, a total of 1,750,000 shares of the Company's
Common Stock are to be distributed to the holders of Class 4
Senior Subordinated Note Claims pro rata based on the face amount
of the notes owned. The Common Stock replaces the Company's prior
common stock registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended.

Upon the Effective Date, these individuals have become members of
the Company's Board of Directors by operation of the Plan:

   -- Eric A. Balzer,
   -- Lawrence V. Jackson,
   -- Ruth J. Mack,
   -- L. White Matthews III,
   -- Jason Pratt, and
   -- Michael J. Balduino

Michael Hoffman, the company's president and chief executive
officer was and remains the seventh member of the Board of
Directors.  The members of the New Board were selected by the
Company with the approval of certain noteholders and the official
committee of unsecured creditors in the bankruptcy case in
accordance with the Plan, and those new members were elected by
the Board of Directors that existed prior to such election.  Mr.
Pratt is a general partner of Peritus Asset Management, LLC.
Peritus was among the noteholders that approved the composition of
the New Board and also was a member of the Committee.

Although the committees of the New Board have not been formally
approved, the Company expects that the committee composition will
be:

   -- Compensation Committee (Ms. Mack (chair) and Messrs.
      Balduino, Balzer and Jackson);

   -- Audit Committee (Messrs. Balzer (chair), Jackson, Mathews
      and Pratt); and

   -- Governance Committee (Ms. Mack and Messrs. Balduino, Mathews
      (chair) and Pratt).

After the election of the new directors, these members of the Old
Board resigned in connection with the Company's emergence from
bankruptcy:

   -- James A. Lewis,
   -- Michael D. McDaniel,
   -- Frank J. Mechura,
   -- John P. Neafsey,
   -- Angus F. Smith, and
   -- A. Alexander Taylor.

Upon the Effective Date, the Company's second amended and restated
employment agreements with Michael Hoffman, the company's
president and chief executive officer; James Bolton, the company's
senior vice president of administration and strategic planning;
and David Waksman, the company's senior vice president, human
resources, general counsel and secretary, became effective.

The termination of the Supplemental Executive Retirement Plan also
applies to Mr. Sobon.  In connection with the termination, lump
sum payments will be made of approximately $265,000 to Mr.
Hoffman, $36,000 to Mr. Bolton, $12,000 to Mr. Sobon and $4,000 to
Mr. Waksman.

The Company's Restated Certificate of Incorporation was filed with
the State of Delaware and became effective on June 1, 2009.  The
Company's Amended and Restated Bylaws became effective on May 29,
2009.

                    About Constar International

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.


CSC HOLDINGS: Extends Maturity Date of Term Loan to 2016
--------------------------------------------------------
CSC Holdings Inc., a subsidiary of Cablevision Systems
Corporation, has finalized an amendment to its credit facility to
extend the maturity of approximately $1.2 billion of its existing
$3.4 billion Term Loan B from March 29, 2013 to March 29, 2016.

The company stated that the transaction is consistent with its
desire to lengthen its debt maturity profile, and to reduce the
volume of maturities in the 2012-2013 time frame.

Banc of America Securities LLC and J.P. Morgan Securities Inc.
served as Joint Lead Arrangers on the transaction.

Headquartered in New York, CSC Holdings Inc. is a subsidiary of
Cablevision Systems Corporation is a domestic cable multiple
system operator serving more than 3 million subscribers in and
around the metropolitan New York area.

                             *   *   *

According to the Troubled Company Reporter on February 12, 2009,
Fitch Ratings assigned a 'BB-/RR3' to CSC Holdings, Inc.'s
$500 million issuance of senior unsecured notes due 2019.  The
notes were sold under Rule 144a.  CSC is a wholly owned subsidiary
of Cablevision Systems Corporation.  Proceeds from the offering
are expected to be used for general corporate purposes including
refinancing 2009 scheduled maturities.


DAVECO FARMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: DaveCo Farms LLC
        13649 W 256
        Deputy, IN 47230

Bankruptcy Case No.: 09-91948

Chapter 11 Petition Date: June 4, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: David M. Cantor, Esq.
                  Seiller Waterman LLC
                  462 4th Street, Ste 2200
                  Louisville, KY 40202
                  Tel: (502) 584-7400
                  Email: cantor@derbycitylaw.com

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

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

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

          http://bankrupt.com/misc/insb09-91948.pdf

The petition was signed by David Ferguson, a member of the
Company.


DAYTON SUPERIOR: Court OKs Amendment to $165MM DIP Credit Facility
------------------------------------------------------------------
Dayton Superior Corporation disclosed that the U.S. Bankruptcy
Court for the District of Delaware in Wilmington has approved an
amendment to its $165 million debtor-in-possession credit facility
provided by GE Capital.

The amendment to the DIP credit facility reduces the interest rate
at which the company can borrow money, provides the company
additional time to reach key milestones in the chapter 11 process,
reduces the required EBITDA milestones and contemplates that
holders of the company's senior subordinated notes will be
entitled to participate in a rights offering as part of the
company's reorganization. In connection with this amendment, the
holders of the company's senior subordinated notes and the lenders
under the company's term loan credit facility have withdrawn their
objections to the DIP credit facility and have reached an
understanding in principle with GE Capital on a plan for the
company's emergence from chapter 11. The company is working
quickly to resolve the open issues and hopes to emerge from
chapter 11 as soon as possible.

"This amendment to our DIP credit facility and the bondholders'
withdrawal of their objections are critical steps towards smoothly
and quickly exiting from chapter 11," said Rick Zimmerman, Dayton
Superior's President and Chief Executive Officer. "We are
encouraged that the parties have resolved their material
differences and look forward to efficiently finalizing our capital
restructuring process."

Specifically, the first amendment to Dayton Superior's Senior
Secured Priming and Superpriority Debtor-in-Possession Revolving
Credit Agreement, dated April 22, 2009 with General Electric
Capital Corporation, as letter of credit issuer, swingline lender
and lender and as collateral agent and administrative agent has
five primary effects:

    * To decrease the applicable margin on the interest rate for
      Eurodollar Rate Loans from 12.00% to 7.50% per annum and for
      Base Rate Loans from 11.00% to 6.50% per annum.

    * To contemplate that holders of the Company's senior
      subordinated notes will be entitled to participate in a
      rights offering as part of the Company's reorganization.

    * To provide additional time for the Company to reach certain
      key milestones without triggering a Termination Event.

    * To reduce the minimum levels of EBITDA that the Company is
      required to satisfy.

    * To reduce the funding fees payable by the Company pursuant
      to the DIP Credit Agreement.

                      About Dayton Superior

Headquartered in Dayton, Ohio, Dayton Superior Corporation --
http://www.daytonsuperior.com/-- makes and distributes
construction products.  Aztec Concrete Accessories Inc., Dayton
Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern
Construction Products Inc., Symons Corporation and Trevecca
Holdings Inc. were merged with the Company on December 31, 2004.
The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Keith A. Simon, Esq., Jude M.
Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP
also represent the Debtor as counsel.  Russell C. Silberglied,
Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., represent the
Debtor as Delaware counsel.  The Debtor posted $288,709,000 in
total assets and $405,867,000 in total debt as of February 27,
2009.


DBSD NORTH: Can Hire Garden City as Notice and Claims Agent
-----------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized DBSD North America Inc.
and its debtor-affiliates to employ The Garden City Group, Inc. as
their notice and claims agent.

GCG is expected to, among other things:

   -- prepare and serve a variety of documents on behalf of the
      Debtors in the Chapter 11 cases;

   -- act as claims administrator; and

   -- provide additional services in conjunction with
      noticing, claims processing, and balloting administration.

Jeffrey S. Stein, vice president of Business Reorganization of
GCG, told the Court that the firm will receive a $50,000 retainer
for its services and costs.

The Debtors are authorized to pay GCG's fees and expenses, and GCG
is not required to file fee applications with the Court.

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

                   About DBSD North America Inc.

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
The company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-13061).  The Debtors selected The Garden City Group Inc. as
their claims agent.  When the Debtors sought for protection from
their creditors, they listed both assets and debts between $500
million and $1 billion.


DBSD NORTH: U.S. Trustee Appoints Three-Member Creditors Committee
------------------------------------------------------------------
The U.S. Trustee for Region 2 appointed three creditors to serve
on the official committee of unsecured creditors in DBSD North
America Inc. and its debtor-affiliates' Chapter 11 cases:

The Committee members are:

1. Space Systems/Loral, Inc.
   Attn: Richard P. Mastoloni
   c/o Loral Space & Communications, Inc.
   600 Third Avenue
   New York, NY 10016
   Tel: (212) 338-5605

2. Wildcat Systems LLC
   Attn: Jeff Jones
   13295 Illinois St., Suite 303
   Carmel, IN 46032
   Tel: (317) 607-6385

3. Wireless Strategy, LLC
   Attn: Tom Peters
   P.O. Box 169
   McLean, VA 22101
   703-506-0041

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

                   About DBSD North America Inc.

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
The company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-13061).  The Debtors selected The Garden City Group Inc. as
their claims agent.  When the Debtors sought for protection from
their creditors, they listed both assets and debts between $500
million and $1 billion.


DBSI INC: Lack of Adequate Assurance Blocks Sublease Assignment
---------------------------------------------------------------
WestLaw reports that the requisite adequate assurance of future
performance did not exist, and a Chapter 11 debtor could not
assume and assign its previously defaulted sublease with a
sublessee that was leasing the property for use as part of its
corporate campus.  The proposed assignee, after payment of
expenses associated with the assumption and assignment, including
the $893,355.91 in pecuniary losses that the sublessee had
sustained as a result of the debtor's prior default, would have
less than $500,000 to fund future expenses.  Moreover, given the
seven-month period that the sublessee was entitled to occupy the
premises rent free, this sum would be insufficient to cover even
the interest expense on the loan that it had obtained to acquire
the debtor's interest in the leased premises.  In re DBSI, Inc., -
-- B.R. ----, 2009 WL 1505151 (Bankr. D. Del.).

                        About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. --
<http://www.dbsi.com>http://www.dbsi.com
-- operates a real estate company.  On November 10, 2008, and
other subsequent dates, DBSI and 167 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP as its bankruptcy counsel.  Kurtzman
Carson Consultants LLC is the Debtors' notice claims and balloting
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts of between $100 million
and $500 million each.


DELTA PETROLEUM: Pays Roger Parker $4MM Cash & 1MM Shares of Stock
------------------------------------------------------------------
Delta Petroleum Corporation entered into a Severance Agreement
with Roger Parker, the company's former chief executive officer
and chairman of its board of directors.

Pursuant to the Severance Agreement, effective as of the close of
business on May 26, 2009, Mr. Parker resigned from his positions
as chairman of the board, chief executive officer and as a
director of Delta, as well as his positions as a director, officer
and employee of Delta's subsidiaries.  In consideration for
Mr. Parker's resignation and his agreement to (a) relinquish all
his rights under his employment agreement, his change-in-control
agreement, certain stock agreements, bonuses relating to past and
pending transactions benefiting Delta, and any other interests he
might claim arising from his efforts as chairman of its board of
directors and/or chief executive officer, and (b) stay on as a
consultant to facilitate an orderly transition and to assist in
certain pending transactions, Delta agreed to:

   -- pay Mr. Parker $4,700,000 in cash;

   -- issue to him 1,000,000 shares of Delta common stock;

   -- pay him the aggregate of any accrued unpaid salary, vacation
      days and reimbursement of his reasonable business expenses
      incurred through the effective date of the agreement; and

   -- provide to him insurance benefits similar to his pre-
      resignation benefits for a 36-month period.

Mr. Parker will receive a portion of the cash consideration in
immediately available funds, and the remaining Cash consideration
and the shares will be deposited in a rabbi trust and distributed
to Mr. Parker on or about Nov. 27, 2009.

Delta also agreed to file a registration statement with the
Securities and Exchange Commission that registers the resale of
the Shares.  The Severance Agreement also contains mutual releases
and non-disparagement provisions, as well as other customary
terms.

                    New Members of the Board

On May 27, 2009, Jean-Michel Fonck and Anthony Mandekic were
elected to the board of directors of Delta to serve until the 2010
annual meeting of stockholders.  Mr. Fonck filled the vacancy left
by the resignation of former director Neal Stanley, and Mr.
Mandekic was designated as a nominee for election by Tracinda
Corporation pursuant to the terms of the Company Stock Purchase
Agreement, dated December 29, 2007, between the Company and
Tracinda.

Under the terms of the Tracinda Agreement, Tracinda is entitled,
at all times that it beneficially owns not less than 10% of its
outstanding common stock, to designate a number of nominees for
election to serve on its board of directors and each of its
committees that is equal to Tracinda's pro rata share of stock
ownership in Delta multiplied by the number of directors on its
board of directors or committee, as the case may be, with any
fractional number being rounded to the nearest whole number.  As a
current holder of approximately 34% of its common stock, Tracinda
is entitled to designate an additional two nominees for election
to serve on its board of directors, but Tracinda has not
designated further nominees at this time.

Mr. Fonck is president of Geopartners SAS, a service company for
petroleum studies located in France, and is consulting with the
firm of JMF-Conseil SARL to various oil companies since 2001.
Mr. Fonck was employed by TOTAL SA, serving in various capacities
there from 1968 until 2001. During his tenure at TOTAL, he worked
in Paris in mathematical applications to geology and exploration
venture appraisals, in Indonesia as chief geologist, in Argentina
and Egypt as exploration manager and in Paris again as division
manager for Exploration New Ventures and International Exploration
Coordination.  In 1991, Mr. Fonck became president and CEO of the
TOTAL exploration and production branch in Houston, and then
returned to Paris in 1994 to serve as vice president of
Exploration and Reservoir Evaluation for the TOTAL group.  Mr.
Fonck graduated from Ecole des Mines (Nancy) in 1963.

Mr. Mandekic serves as the secretary and treasurer of Tracinda
Corporation and has held the position since Tracinda Corporation's
inception in 1976.  Mr. Mandekic also currently serves as chairman
of the Lincy Foundation, a charitable organization founded by Kirk
Kerkorian, and has served as its chief financial officer and a
director since 1989.  Since May of 2006 he has served as a member
of the board of directors of MGM Mirage and as a member of its
executive committee, diversity committee and compensation
committee.  In May of 2007 Mr. Mandekic became chairman of the MGM
Mirage Compensation Committee.  Mr. Mandekic is a graduate of the
University of Southern California with a bachelor's degree in
Science-Accounting and is a Certified Public Accountant.

Neither Mr. Fonck nor Mr. Mandekic has been appointed to any of
the board committees.

                About Delta Petroleum Corporation

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

As reported by the Troubled Company Reporter on March 3, 2009,
KPMG LLP in Denver, Colorado, raised substantial doubt about Delta
Petroleum Corporation's ability to continue as a going concern
after auditing the Company's financial statements for the periods
ended December 31, 2008, and 2007.  The auditors related that the
Company has suffered recurring losses from operations, has a
working capital deficiency, and was not in compliance with its
debt covenants at December 31, 2008.

At December 31, 2008, the Company's balance sheet showed total
assets of $1.8 billion, total liabilities of $1.1 billion and
stockholders' equity of $747.4 million.

According to the TCR on March 9, 2009, Moody's Investors Service
downgraded Delta Petroleum Corporation's (Delta) $150 million 7%
senior unsecured notes due 2015 to Ca (LGD 5, 78%) from Caa3 (LGD
5, 76%).  Moody's also downgraded Delta's Corporate Family Rating
to Caa3 from Caa2 and its Probability of Default Rating to Caa3
from Caa2.  Delta's Speculative Grade Liquidity rating remains at
SGL-4.  Moody's said that the outlook is negative.

The TCR reported on March 6, 2009, Standard & Poor's Ratings
Services said that it lowered the corporate credit rating on
exploration and production company Delta Petroleum Corp. to 'CCC'
from 'B-'.  S&P removed all ratings from CreditWatch with negative
implications where they were placed on January 16, 2009, because
of concerns about near-term liquidity and covenant compliance.
S&P said that the outlook is developing.


ECOVENTURE WIGGINS: Condo Agreements Can't Be Splintered
--------------------------------------------------------
WestLaw reports that prepetition purchase and sales agreements for
the transfer of condominium units which debtor had constructed and
accommodation agreements that (i) the debtor and unit purchasers
executed either on same date or within one month of execution of
the purchase and sales agreements, and (ii) referred to
purchasers' acquisition of specific units and indicated that, as
an accommodation for proceeding with the purchase, the debtor
would grant the purchasers certain rights, including the right to
have the debtor use its diligent efforts to market the purchasers'
units for sale to third parties -- were in the nature of single
indivisible contracts that the debtor had to assume or reject
together.  In re Ecoventure Wiggins Pass, Ltd., --- B.R. ----,
2009 WL 1491465 (Bankr. M.D. Fla.).

Ecoventure Wiggins Pass Ltd. owns a luxury condominium project in
Naples, Florida, known as the Aqua at Pelican Isle Yacht Club.
The Company and two of its affiliates, Aqua at Pelican Isle Yacht
Club Marina Inc. and Pelican Isle Yacht Club Partners, Ltd., filed
for Chapter 11 protection on June 24, 2008 (Bankr. M.D. Fla. Case
No. 08-09197).  Harley E. Riedel, Esq., and Stephen R. Leslie,
Esq., at Stichter, Riedel, Blain & Prosser, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection against their creditors, they listed assets of
$134,000,000 and debts of $101,000,000.


EDGE PETROLEUM: Defers $25 Million Payment for Advances to June 30
------------------------------------------------------------------
Edge Petroleum Corporation entered into Amendment No. 6 to its
Revolving Facility, which amendment eliminates the May 31, 2009,
payment obligation and provides that the related $25 million
payment for outstanding advances as well as any unpaid interest
thereon and all remaining principal, fees and interests amounts
under the Revolving Facility are due on June 30, 2009.

Parties to Amendment No. 6 are:

   * Borrower: EDGE PETROLEUM CORPORATION

   * GUARANTORS:

     -- EDGE PETROLEUM EXPLORATION COMPANY
     -- EDGE PETROLEUM OPERATING COMPANY, INC.
     -- EDGE PETROLEUM PRODUCTION COMPANY
     -- MILLER EXPLORATION COMPANY
     -- MILLER OIL CORPORATION

   * ADMINISTRATIVE AGENT/ISSUING LENDER:

     -- UNION BANK OF CALIFORNIA, N.A.,

   * LENDERS:

     -- JPMORGAN CHASE BANK, N.A.
     -- SUNTRUST BANK
     -- MIZUHO CORPORATE BANK, LTD.
     -- BNP PARIBAS
     -- FORTIS CAPITAL CORP.
     -- THE FROST NATIONAL BANK
     -- COMPASS BANK
     -- U.S. BANK NATIONAL ASSOCIATION
     -- BANK OF SCOTLAND plc

On March 16, 2009, the Company entered into the Consent and
Amendment No. 4 to its Fourth Amended and Restated Credit
Agreement, as amended which provided for, among other things, that
that the Company would make a $25 million payment on May 31, 2009,
with all remaining principal, fees and interest amounts under the
Revolving Facility to be due and payable on June 30, 2009.

A full-text copy of Amendment No. 6 is available for free at
http://ResearchArchives.com/t/s?3d93

Edge Petroleum Corp. (NASDAQ: EPEX)is a Houston-based is an
independent oil and natural gas company engaged in the
exploration, development, acquisition and production of crude oil
and natural gas properties in the United States.  At December 31,
2007, the Company's net proved reserves were 163.5 billion cubic
feet equivalent (Bcfe), comprising 116.6 billion cubic feet of
natural gas, 4.8 million barrels of natural gas liquids and
3 million barrels of crude oil and condensate.  Natural gas and
natural gas liquids accounted for approximately 89% of those
proved reserves.  Approximately 77% of total proved reserves were
developed, as of December 31, 2007, and they were all located
onshore, in the United States.  On January 31, 2007, the Company
completed the purchase of certain oil and natural gas properties
located in 13 counties in south and southeast Texas, and other
associated assets from Smith Production Inc. (Smith)

As reported by the Troubled Company Reporter on February 4, 2009,
Edge Petroleum Corp., said that it may be required to seek
protection under Chapter 11 of the U.S. Bankruptcy Code if it is
unable to address its debt obligations.  The Company engaged Akin
Gump Strauss Hauer & Feld LLP to act as the company's legal
advisor in connection with its evaluation of various financial and
strategic alternatives and to represent the Company generally in
its ongoing corporate and securities matters as its primary
outside counsel.


EINSTEIN NOAH: Noteholders Refrain From Redemption of Pref. Stock
-----------------------------------------------------------------
Einstein Noah Restaurant Group, Inc., and the holder of the Series
Z Preferred Stock, Halpern Denny III, L.P., agreed that, in
exchange for the Holder's agreement to refrain from taking actions
to enforce the mandatory redemption provisions of the Series Z
Preferred Stock, the Company will pay:

   1) $20 million to redeem 20,000 shares of Series Z Preferred
      Stock on June 30, 2009;

   2) $3 million to redeem shares of Series Z Preferred Stock on
      December 31, 2009;

   3) $5 million to redeem shares of Series Z Preferred Stock on
      March 31, 2010; and

   4) an additional redemption amount as of the dates of
      redemption of shares of the Series Z Preferred Stock
      redeemed after June 30, 2009, as provided in the Certificate
      of Designations for the Series Z Preferred Stock.

In addition, the Company has agreed to redeem all remaining
outstanding shares of Series Z Preferred Stock on June 30, 2010.
The Company may also increase the amount and frequency of the
redemption payments at any time.  Shares will be redeemed subject
to the legal availability of funds.  The parties have also agreed
that, if the Company completes an equity offering, the Company
will pay any proceeds of the offering, in excess of amounts
payable under the credit facility, to the Holder to redeem any
outstanding Series Z Preferred Stock.  In addition, in the event
of a merger or change of control, the outstanding Series Z
Preferred Stock will be mandatorily redeemable and the provisions
of the Certificate will control. In the event of bankruptcy, the
provisions of the Certificate will control.

                   Amendment to Credit Agreement

In order to increase flexibility for raising funds to redeem the
Series Z Preferred Stock, the Company amended its existing credit
facility on May 28, 2009, to permit:

   i) the incurrence of subordinated debt and replacement equity
      in the form of another issue of mandatorily redeemable
      preferred stock, provided that the replacement subordinated
      debt and preferred stock is not payable or redeemable prior
      to December 31, 2012, and December 28, 2012; and

  ii) payment of an increased additional redemption amount at a
      rate up to 450 bps higher than the highest rate on the
      Company's funded indebtedness for any unredeemed shares of
      Series Z Preferred Stock after June 30, 2010.

In addition, the amendment to the credit agreement permits
commodity forward purchasing contracts in the ordinary course of
business.

A full-text copy of the AMENDMENT NO. 2 TO AMENDED AND RESTATED
CREDIT AGREEMENT is available for free at:

               http://ResearchArchives.com/t/s?3da0

            About Einstein Noah Restaurant Group Inc.

Based in Lakewood, Colorado, Einstein Noah Restaurant Group Inc.
(Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- operates a
a retail chain of quick casual restaurants in the United States,
specializing in foods for breakfast and lunch.  The Company
operates locations primarily under the Einstein Bros.(R) Bagels
and Noah's New York Bagels(R) brands and primarily franchises
locations under the Manhattan Bage(R) brand.  The Company's retail
system consists of more than 600 restaurants, including more than
100 license locations, in 35 states plus the District of Columbia.

At December 30, 2008, the Company's balance sheet showed total
assets of $172.9 million, total liabilities of $186.5 million,
resulting in a stockholders' deficit of $13.6 million.


ELIEZER ALCARAZ: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Eliezer Alcaraz
           dba Del Pueblo Jewelers
        12106 Bedfordshire Dr
        Bakersfield, CA 93311

Bankruptcy Case No.: 09-15171

Chapter 11 Petition Date: June 3, 2009

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

Judge: Whitney Rimel

Debtor's Counsel: Lisa Holder, Esq.
                  4550 California Ave, 2nd Fl
                  Bakersfield, CA 93309
                  Tel: (661) 395-1000

Total Assets: $1,712,834

Total Debts: $1,527,784

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

          http://bankrupt.com/misc/caeb09-15171.pdf

The petition was signed by Mr. Alcaraz.


ENOS LANE: Court Approves Walter & Wilhelm as Bankruptcy Counsel
----------------------------------------------------------------
The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the
Eastern District of California authorized Enos Lane Farm
Properties, LLC, to employ Walter & Wilhelm Law Group as its
counsel.

Walter & Wilhelm is expected to, among other things:

   -- take all necessary actions to protect and preserve the
      estate;

   -- prepare on behalf of the estate, all necessary applications,
      motions, answers, orders, briefs, reports and other papers
      in connection with the administration of the estate; and

   -- develop, negotiate and promulgate a Plan of Reorganization.

Riley C. Walter, Esq., a member of Walter & Wilhelm, told the
Court that the firm received a retainer.  The court document did
not disclose the amount of the retainer and the hourly rates of
the firm's personnel.

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

Mr. Walter can be reached at:

     Walter & Wilhelm Law Group
     7110 N. Fresno St., No. 400
     Fresno, CA 93720
     Tel: (559) 435-9800

              About Enos Lane Farm Properties, LLC

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


ENVIRONMENTAL TECTONICS: Begins Trading on Pink Sheets
------------------------------------------------------
Environmental Tectonics Corporation reported that, effective
June 1, 2009, the Company's common stock began trading on the Pink
Sheets on the Over-the-Counter Market under the symbol "ETCC".

On May 30, 2009, the Company's common stock was delisted from
trading on the NYSE AMEX LLC.  On May 20, 2009, the Company had
filed a Form 25 with the Securities and Exchange Commission and
AMEX requesting the delisting of its common stock from AMEX.

The board of directors' decision to voluntarily delist its common
stock from AMEX resulted from a compliance issue related to
certain terms and conditions as contained in the proposed issuance
of Series E Preferred Stock to H.F. Lenfest, a significant
shareholder and member of the Company's board of directors.  ETC
was not able to secure the Lenfest financing transaction on terms
that would allow ETC to comply with the AMEX listing rules.

The Company has applied to have its common stock traded on the
Over-the-Counter Bulletin Board.  Given the light trading volume
of its common stock, the Company believes that investors will be
adequately served by trading on the OTC-BB.

Additionally, to function as a market maker in the Company's
stock, an independent broker-dealer has filed a Form 211 with the
Financial Industry Regulatory Authority which is under review.

The Company has also applied for listing in Mergent Investor
Relations Services fka Moody's.  Listing in Merchant will allow
its investors to access current information about the Company.
The Company intends to continue to comply with its reporting
obligations under the Securities Exchange Act of 1934.

                 About Environmental Tectonics

Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.

                           *     *     *

At November 28, 2008, the Company's balance sheet showed total
assets of $30.4 million, and total liabilities of $43.1 million,
resulting in a stockholders' deficit of about $12.7 million.


EVERGREEN INTERNATIONAL: S&P Puts 'B-' Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'B-' corporate credit rating, on Evergreen
International Aviation Inc. on CreditWatch with negative
implications.  The rating action reflects S&P's increased concerns
over the company's vulnerability to profit pressures, given its
constrained liquidity, limited covenant cushion, and high debt
service obligations.

The ratings on Evergreen reflect the company's participation in a
cyclical, competitive, and capital-intensive industry and its
highly leveraged capital structure.  The company's established
position in certain narrow market segments and its long-standing
relationship with many key customers somewhat offset these risks.
Evergreen derives the majority of its revenues and operating
profits from Evergreen International Airlines, its heavy
airfreight transportation subsidiary.  The company also provides
ground logistics services, aircraft maintenance and repair
services, helicopter and small aircraft services, and aviation
sales and leasing.  Military demand, which significantly
contributes to Evergreen's revenues and earnings, is an important
driver of revenues and earnings in the airline business.  Military
demand remains relatively healthy.  However, the commercial
sector, which Evergreen also serves, has experienced a decline in
demand as a result of the global economic downturn, which is
likely putting some pressure on operating results in this segment.
The ground logistics business is also experiencing profit
pressures, largely due to the decline in postal volumes.

"In resolving the CreditWatch listing, Standard & Poor's will
assess Evergreen's current and projected liquidity position and
operating outlook," said Standard & Poor's credit analyst Lisa
Jenkins.  "If it appears that liquidity will become more
constrained, either as a result of covenant issues or operating
pressures, S&P is likely to lower the ratings," she continued.


EXTERRAN HOLDINGS: S&P Assigns 'BB' Rating on $250 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to Exterran Holdings Inc.'s (BB/Stable/--) $250 million
convertible senior unsecured notes due 2014, the same as the
corporate credit rating on the company.  The recovery rating on
this debt is '4', indicating that lenders can expect average (30%
to 50%) recovery in the event of default.  In addition, the issue-
level ratings will not be affected if the underwriters exercise
the option granted by the company to purchase up to $37.5 million
of additional notes to cover overallotments.

In connection to the offering, S&P expects the company to enter
into convertible note hedge transactions to reduce potential
dilution of the company's common stock.  The compression company
will use the proceeds to repay borrowings under its revolving
credit facility and asset-backed securitization facility, and for
the associated convertible note hedge transaction.  "Following the
notes offering, S&P expects Exterran's financial measures to
remain in line for the ratings and its liquidity to improve as
availability under the credit facilities increases," said Standard
& Poor's credit analyst Aniki Saha-Yannopoulos.

Houston, Texas-based Exterran provides natural gas compression
products and services to companies that produce, process, gather,
and store natural gas.  The company is the largest domestic
provider of gas compression services.  Exterran also has a growing
international contract compression services business as well as
operations for production and processing, fabrication, and after-
market sales.

                           Ratings List

                      Exterran Holdings Inc.

     Corporate Credit Rating                    BB/Stable/--

                        Ratings Assigned

                      Exterran Holdings Inc.

         $250 Mil. Conv. Sr Unsec. Notes Due 2014   BB
            Recovery Rating                         4


FLEETWOOD ENTERPRISES: Files AIP Asset Purchase Agreement With SEC
------------------------------------------------------------------
Fleetwood Enterprises, Inc., delivered to the Securities and
Exchange Commission an Asset Purchase Agreement it entered into
with AIP RV Acquisition Company LLC on May 29, 2009.

As reported by the Troubled Company Reporter on June 5, 2009,
under the terms of the Purchase Agreement, the Purchaser agreed to
purchase substantially all of the motorized recreational vehicle
business assets of the Sellers -- other than the Sellers' real
properties located in Riverside, California and Paxinos,
Pennsylvania -- for $53,000,000 in cash, less the value of certain
liabilities to be assumed by the Purchaser that is not to exceed
$18,000,000 and subject to certain adjustments.

The closing of the proposed transaction is subject to certain
closing conditions and completion of the bankruptcy court approval
process, each as specified in the Purchase Agreement.  The net
proceeds of the transaction, after paying costs associated with
the transaction, will be used to satisfy the obligations of the
Company and its subsidiaries to their creditors.  The Company does
not anticipate that there will be proceeds ultimately available to
the Company from this transaction and other potential asset sales
sufficient, after payments to creditors, to result in any
distribution to the stockholders of the Company.

A full-text copy of the Asset Purchase Agreement is available for
free at: http://researcharchives.com/t/s?3da9

                        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.


FLORIDA TRUCKING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Florida Trucking Co., Inc.
        5115 Joanne Kearney Blvd.
        Tampa, FL 33619

Bankruptcy Case No.: 09-11791

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
   Florida Equipment Company, LLC                  09-11792

Chapter 11 Petition Date: June 4, 2009

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

Judge: Caryl E. Delano

Debtor's Counsel: Stephen R. Leslie, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Email: sleslie.ecf@srbp.com

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

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

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

The petition was signed by Alan G. Payne, president of the
Company.


FLYING J: Wants Plan Filing Period Extended Until October 28
------------------------------------------------------------
Flying J Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
period to file a plan until October 28, 2009, and their exclusive
period to solicit acceptances of that plan until December 19,
2009.

The Debtors relate that an extension of the exclusive periods will
provide them adequate time to assess and pursue all alternative
options with respect their Chapter 11 cases.

If approved, this will be the second extension of the Debtor's
exclusive periods.  As first extended, the Debtors' exclusive
periods to file a plan and solicit acceptances will expire on
June 24, 2009, and August 21, 2009, respectively.

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is engaged in the exploration and refining of petroleum products.
It also operates about 200 travel plazas in 41 states and six
Canadian provinces.  The Company and six of its affiliates filed
for Chapter 11 protection on December 22, 2008 (Bankr. D. Del.
Lead Case No. 08-13384).  Attorneys at Kirkland & Ellis LLP
represent the Debtors as counsel.  Young, Conaway, Stargatt &
Taylor LLP is the Debtors' Delaware Counsel.  Blackstone Advisory
Services L.P. is the Debtors' investment banker and financial
advisor.  Epiq Bankruptcy Solutions LLC is the Debtors' notice,
claims and balloting agent.  In its formal schedules submitted to
the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and
debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FORD MOTOR: Will Provide $125 Million of DIP Financing to Visteon
-----------------------------------------------------------------
Visteon Corporation has entered into a commitment letter with Ford
Motor Company on May 28, 2009.  Under the agreement, Ford agreed,
among other things, to provide no less than $125 million of
financing under the terms of a senior, super-priority debtor-in-
possession revolving credit facility to the Company and each of
its domestic subsidiaries as debtors and debtors in possession
under Chapter 11 of the United States Bankruptcy Code.

The terms of the DIP Facility, including the aggregate size and
permitted uses, remain subject to contingencies, including receipt
of commitments from customers of the Debtors other than FMC to
participate in the DIP Facility.  The DIP Commitment is subject to
significant conditions, including, among other things, the
execution and delivery of definitive documents acceptable to FMC,
agreement on a budget acceptable to FMC as to permitted uses of
the DIP Facility and other customary lending conditions that will
be set forth in such definitive agreements.  Prior to entering
into any definitive agreements relating to the facility, the
Debtors will be required to obtain the approval of the United
States Bankruptcy Court for the District of Delaware.  The DIP
Commitment expires on June 30, 2009.

Visteon's bankruptcy filing created an event of default under each
of the company's debt instruments.

Term Loan Credit Facilities

Visteon's Amended and Restated Credit Agreement dated April 10,
2007, provides for (1) a $1.0 billion term loan due June 13, 2013
and (2) a $500 million term loan due December 13, 2013.  The Term
Loan Credit Facilities are secured by first priority liens on
certain assets of the Company and certain of its foreign
subsidiaries, intellectual property, foreign intercompany debt,
capital stock of foreign stock holding companies and 65% of the
capital stock of certain of its foreign subsidiaries, as well as a
second priority lien on substantially all other assets of the
company and its domestic subsidiaries.  Upon Visteon's bankruptcy
filing, the outstanding principal of all loans, accrued interest
thereon and other obligations of the Company under the Term Loan
Credit Facilities became immediately due and payable without any
action on the part of the administrative agent or the lenders.

ABL Credit Facility

Visteon's Credit Agreement dated August 14, 2006, provides for
available borrowings of up to $350 million, depending on various
factors including outstanding letters of credit, the amount of
eligible receivables, inventory and property and equipment.  The
ABL Credit Facility is secured by a first priority lien on certain
assets of the company and its domestic subsidiaries and their
equity interests, domestic intercompany debt, aircrafts, certain
cash accounts and any real property owned or leased by the company
and its domestic subsidiaries as well as a second priority lien on
the Term Loan Priority Collateral.  Upon the filing of the Cases,
the lenders' obligation to loan additional money to the Company
terminated and the outstanding principal of all loans, accrued
interest thereon and other obligations of the Company under the
ABL Credit Facility became immediately due and payable without any
action on the part of the administrative agent or the lenders.
The current principal amount outstanding under the ABL Credit
Facility (including letters of credit issued thereunder) is
approximately $147 million.

8.25% Notes due August 1, 2010

Under the terms of the 8.25% Notes, the trustee or the holders of
not less than 25% in aggregate principal amount of all of the
securities outstanding under the indenture governing the 8.25%
Notes (voting as a single class) may declare the entire principal
amount of such securities immediately due and payable upon written
notice to the company as a result of the bankruptcy filing.  The
current principal amount outstanding under the 8.25% Notes is
approximately $206 million.

7.00% Notes due March 10, 2014

Under the terms of the 7.00% Notes, the trustee or the holders of
not less than 25% in aggregate principal amount of all of the
securities outstanding under the indenture governing the 7.00%
Notes (voting as a single class) may declare the entire principal
amount of such securities immediately due and payable upon written
notice to the company as a result of the bankruptcy filing.  The
current principal amount outstanding under the 7.00% Notes is
approximately $450 million.

12.25% Notes due December 31, 2016

Under the terms of the 12.25% Notes, the entire principal amount
of the 12.25% Notes outstanding became immediately due and payable
without any action on the part of the trustee or the note holders
as a result of the bankruptcy filing.  The current principal
amount outstanding under the 12.25% Notes is approximately
$206 million.

The ability of the Debtors' creditors to seek remedies to enforce
their rights under the credit facilities is stayed as a result of
the bankruptcy filing, and the creditors' rights of enforcement
are subject to the applicable provisions of the Bankruptcy Code.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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

                       About Ford Motor

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

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

                          *     *     *

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

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


FREMONT GENERAL: Files Chapter 11 Plan and Disclosure Statement
---------------------------------------------------------------
On June 1, 2009, Fremont General Corporation filed a Chapter 11
Plan of Reorganization and disclosure statement with the U.S.
Bankruptcy Court for the Central District of California.

                           Plan Terms

Pursuant to the Plan, General Unsecured Claims, estimated to range
from $222,171,214 to $241,003,550, will receive a [semi-annual]
pro rata distribution of Distributable Cash, until the claim has
been satisfied, including payment of post-petition interest, as
applicable.  Fremont estimates a 100% recovery for this class.

Allowed TOPrS Claims, estimated at $107,467,913, will also receive
a [semi-annual] pro rata distribution of the Distributable Cash
until the claim has been satisfied, including payment of post-
petition interest, as applicable.  Estimated recovery is 100%.

Holders of Equity Interests will receive Series A Equity Trust
Interests under the Plan in an amount equal to the number of
shares of the Debtor's common stock owned by said holder.  As of
the petition date, approximately 82,116,179 shares of the Debtor's
common stock had been issued.

                    Means of Implementation

As of April 30, 2009, the Debtor had $26,525,397 in Unrestricted
Cash, which the Debtor admits is insufficient to pay in full all
General Unsecured Claims and claims of Fremont General Financing I
under the 9% Junior Subordinated Debenture due March 31, 2026 --
the TOPrS Claims.

Fremont says that the satisfaction of these claims will be
entirely contingent upon the Reorganized Debtor's ability to
successfully realize upon its substantial investment in its
non-debtor subsidiary, Fremont Reorganizing Corporation, f/k/a
Fremont Investment & Loan.  FRC, at one time one of the nation's
largest originators of subprime loans, discontinued its subprime
lending activities in 2007.

In its amended schedules, Fremont General assigned a $278,481,263
value to its indirect interest in FRC, subject to certain
qualifications.

The Debtor cautions that projected recoveries will necessarily be
affected by the outcome of the anticipated objections to allowance
of disputed claims.  The Debtor says that 900 proofs of claim
aggregating approximately $1,100,000,000 have been filed in its
bankruptcy case.  The Debtor believes that many of these asserted
claims are invalid or inflated.

            Classifications of Claims and Interests

The Plan groups claims against and interests in the Debtor into 5
classes and subclasses:

                                   Impaired/
Class         Description         Unimpaired   Voting Status
-----   ------------------------  ----------   -------------
  1     Priority Non-Tax Claims    Unimpaired   Deemed to Accept

  2A    General Unsecured Claims   Impaired     Entitled to Vote

  2B    TOPrS Claims               Impaired     Entitled to Vote

  3A    Equity Interests           Impaired     Entitled to Vote

  3B    Section 510(b) Claims      Impaired     Entitled to Vote

The Debtor intends to seek confirmation of its Plan
notwithstanding the rejection or deemed rejection the Plan by any
impaired class of claims or equity interest under the "cramdown
provisions" of the Bankruptcy Code.  Section 1129(b) provides that
a Plan may be confirmed if the Plan "does not discriminate
unfairly: and is "fair and equitable" with respect to any
dissenting impaired class.

A full-text copy of Fremont's Chapter 11 Plan is available for
free at: http://bankrupt.com/misc/Fremont.Ch11Plan.pdf

A full-text copy of the disclosure statement with respect to
Fremont's Chapter 11 Plan is available for free at:

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

                     About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's Noticing
Agent and Claims Processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  The Debtor filed with the Court an amended
schedule of its assets and liabilities on October 30, 2008,
disclosing $330,036,435 in total assets and $326,560,878 in total
debts.


FRIENDS HEATING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Friends Heating & Cooling, Inc.
            dba One Hour Heating & Air Conditioning
        P.O. Box 6727
        Charleston, WV 25362

Bankruptcy Case No.: 09-20602

Chapter 11 Petition Date: June 4, 2009

Court: United States Bankruptcy Court
       Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  Caldwell & Riffee
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193
                  Email: joecaldwell@verizon.net

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/wvsb09-20602.pdf

The petition was signed by Timothy B. Simmons, secretary of the
Company.


GAMBLIN ENTERPRISES: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Gamblin Enterprises, Inc.
           dba All American Metal Finishing
        926 5th Avenue South
        Kent, WA 98032

Bankruptcy Case No.: 09-15484

Chapter 11 Petition Date: June 4, 2009

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

Debtor's Counsel: Matthew R. King, Esq.
                  Wershow & Ritter Inc PS
                  710 2nd Ave., Ste 700
                  Seattle, WA 98104
                  Tel: (206) 223-0868
                  Email: matking@verizon.net

Total Assets: $1,567,181

Total Debts: $1,336,521

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

          http://bankrupt.com/misc/wawb09-15484.pdf


GENERAL MOTORS: Has Paid $24MM to Financial Adviser Evercore
------------------------------------------------------------
Bloomberg reports that General Motors Corp. has paid financial
adviser Evercore Partners Inc. some $24.1 million in fees before
it filed for Chapter 11 bankruptcy protection.

Evercore Managing Director J. Stephen Worth said in court
documents that GM will owe the company another $13 million if it
closes the planned sale of most of its assets to an entity
controlled by the U.S. Treasury.  Mr. Worth said in a statement
that Evercore will also receive a fee of $2.5 million for advising
GM on the $33.3 billion bankruptcy loan from the Treasury, subject
to approval by the bankruptcy court.

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.

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


GENERAL MOTORS: Seeks to Pay Prepetition Supplier Claims
--------------------------------------------------------
General Motors Corporation and its debtor-affiliates sought and
obtained authority on an interim basis from the U.S. Bankruptcy
Court for the Southern District of New York to pay prepetition
claims of certain vendors, suppliers, service providers, and
similar entities that are essential to maintaining the going
concern value of the Debtors' business enterprise.

These vendors, according to their Debtors' proposed counsel,
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, are essential to maximizing value because either they are
the only source for a particular part, supply, or service, or
obtaining a replacement source would entail substantial delay or
significantly increased costs.  Mr. Karotkin said during the
June 1, 2009, first day hearing that it would take weeks, even
months, for the Debtors to find replacement suppliers.

Support for the Essential Vendors is further justified because
many of these companies will not be able to sustain their own
operations unless their outstanding prepetition obligations are
paid, Mr. Karotkin asserted.  The failure of the Essential Vendors
would result in the Debtors losing the ability to obtain parts and
supplies in a manner necessary to operate their facilities or to
effectuate the proposed 363 Transaction in an orderly and
efficient manner.

Examples of the Essential Vendors are companies that provide the
Debtors with (i) product parts; (ii) machinery, equipment, and
tooling; and (iii) maintenance, repair, logistics, and other
service items.

                   Essential Vendors Claims

To minimize the amount of payments required, the Debtors will
identify Essential Vendors in their business judgment and as
circumstances warrant.  The Debtors will condition the payment of
Essential Vendor Claims on an agreement of that Essential Vendor
to continue supplying goods and services on Customary Trade Terms.

If an Essential Vendor refuses to furnish goods or services to the
Debtors on Customary Trade Terms following receipt of payment of
its Essential Vendor Claim or fails to comply with its Trade
Agreement, then the Debtors will declare that any Trade Agreement
between the Debtors and that Essential Vendor is terminated, and
all payments made to that Essential Vendor with respect to its
Essential Vendor Claim be deemed to have been made in payment of
the Essential Vendor's then-outstanding postpetition claims.

The Debtors reserve the right to seek an order of the Court
requiring that the Essential Vendor immediately repay the Debtors
the amount of any payment made to it in excess of the postpetition
claim of that Essential Vendor without giving effect to any rights
of setoff or reclamation.

Any Trade Agreement terminated as a result of an Essential
Vendor's refusal to comply with its terms may be reinstated if:

  (a) that determination is subsequently reversed by the Court,
      for good cause shown that the determination was materially
      incorrect;

  (b) the default under any Trade Agreement was fully cured by
      the Essential Vendor not later than five business days
      following the Debtors' notification to the Essential
      Vendor that a default had occurred; or

  (c) the Debtors reach a favorable alternative resolution with
      the Essential Vendor.

                Financially Distressed Suppliers

With respect to certain of the Debtors' suppliers and service
providers, many of which are sole-source suppliers which generate
a substantial portion of their revenues from the Debtors, the
timely payment of prepetition invoices may not be enough to
sustain their operations and thereby assure an ongoing source of
supply of critical goods and services for the Debtors' assembly
facilities, asserted.  Accordingly, the Debtors said they have
provided certain financial and operational assistance to their
most distressed suppliers and vendors -- including Delphi
Corporation -- to help assure the continuation of their
businesses.  The Debtors related that this assistance can take
several forms including, but not limited to:

  (a) purchasing the raw material or finished goods inventory
      used in the manufacturing process for the Debtors' goods,
      which raw material inventory is subject to a bailment
      agreement in favor of the Debtors;

  (b) providing lump sum subsidies or surcharge payments in
      order to address near term liquidity;

  (c) lending moneys to a supplier either through purchasing a
      participation in an existing credit facility of the
      supplier or by lending funds directly to the supplier or
      reimbursing certain operational expenses, in each case,
      pursuant to appropriate documentation;

  (d) accelerating the payment of the invoices of a troubled
      supplier or vendor, again in order to address a near term
      liquidity need; and

  (e) limiting rights of setoff and recoupment.

Mr. Karotkin asserted that the Troubled Supplier Assistance is
critical to their operations and ability to assure the continued
operation of their assembly plants and resumption of production at
plants which have temporarily shutdown.

To minimize the amount of payments required, Mr. Karotkin told the
Court they will identify suppliers requiring this assistance as
circumstances warrant.  In view of the importance of Troubled
Supplier Assistance to the ongoing operations of the GM
enterprise, the Debtors sought and obtained the Court's authority
to continue providing Troubled Supplier Assistance and to make all
payments and extend all accommodations whether related to the
period prior to or after the Petition Date.

The Debtors ask the Court for authority to continue providing
financial and operational assistance to their most financially and
operationally distressed suppliers and vendors and to make all
payments and extend all accommodations pursuant thereto, whether
related to the period prior to or after the Petition Date, in the
ordinary course of the Debtors' businesses.

            Treasury Auto Supplier Support Program

The Debtors also seek Court's authority to continue their
participation in the United States Treasury Auto Supplier Support
Program, which gives necessary support to suppliers during this
unprecedented period of economic upheaval.

The Debtors maintained that the UST Supplier Program is designed
to stabilize the auto supply base and restore credit flows to this
critical sector of the American economy.

"By participating in the UST Supplier Program[,] the Debtors will
enable certain of their suppliers to sell goods to the Debtors,
and in turn sell the receivables for those goods sold into the UST
Supplier Program at a discount," Mr. Karotkin said.  "This will
provide suppliers with desperately needed funding to continue
operating their businesses and help unlock credit more broadly in
the supplier industry."

Moreover, the Debtors noted, through the UST Supplier Program,
suppliers are assured timely payments for sold goods, and the
Debtors are assured that their supplier base will remain financed
and able to produce the essential parts and supplies necessary to
manufacture automobiles.

                       *     *     *

Judge Gerber will convene a hearing on June 25, 2009, to consider
final approval of the request, including the requests by the
Debtors to continue providing financial assistance to financially
troubled suppliers, like Delphi Corp., and their request to
continue their participation in the UST Supplier Program.

                       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.

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


GENERAL MOTORS: Seeks to Pay $120MM Foreign Vendor Claims
---------------------------------------------------------
General Motors Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to pay, in the ordinary course of business, about $120
million of prepetition obligations to vendors, service providers,
regulatory agencies, and governments located in foreign
jurisdictions.  The Debtors also ask the Court to direct their
banks and other financial institutions to receive, process, honor,
and pay, checks or electronic transfers used to pay the
prepetition debts to the Foreign Creditors without further Court
order.

Given the difficulty of enforcing the automatic stay in foreign
jurisdictions if the creditor as to which enforcement is sought
has no presence in the United States, there is the real risk that
Foreign Creditors may attach or seize the Debtors' foreign assets
even prior to obtaining a judgment, thereby potentially disrupting
operations, the Debtors' proposed counsel, Stephen Karotkin, Esq.,
at Weil, Gotshal & Manges LLP, in New York, points out.  As a
result, despite the commencement of these cases and the imposition
of the automatic stay, the Foreign Creditors likely would be able
to immediately pursue remedies and seek to collect prepetition
amounts owed to them, he says.

Mr. Karotkin asserts that paying the Foreign Creditors is
necessary because the Debtors are using the "just-in-time" supply
method for manufacturing their vehicles.  The Debtors do not keep
in stock a significant inventory of the components supplied by
many of the Foreign Creditors, making them rely on frequent
shipments from the Foreign Creditors to assure continued operation
of their facilities.

To maximize the value of paying the prepetition Foreign Claims,
the Debtors propose that:

  (a) In exchange for payment of their prepetition claims, the
      Foreign Creditors continue to provide goods and services
      to the Debtors on the most favorable terms in effect
      between that Foreign Creditor and the Debtors in the
      12-month period before the Petition Date, or on other
      favorable terms as the Debtors and the Foreign Creditor
      may otherwise agree.

  (b) The Customary Trade Terms apply for the balance of the
      term of the Foreign Creditor's agreement with the Debtors,
      provided that the Debtors pay for the goods and services
      pursuant to the payment terms in the agreement.

  (c) If any Foreign Creditor is paid with respect to its
      prepetition claim and thereafter does not continue to
      provide goods, services, or other items to the Debtors on
      Customary Trade Terms, any payments made will be deemed an
      avoidable postpetition transfer under Section 549 of the
      Bankruptcy Code and will be recoverable by the Debtors in
      cash upon written request.  The Foreign Creditors' claim
      will be reinstated as a prepetition claim for the amount
      recovered.

  (d) They obtain written verification, before paying a Foreign
      Creditor, that the Foreign Creditor will continue to
      provide them goods and services on proposed Customary
      Trade Terms, provided that the absence of a written
      verification will not limit the Debtors' rights.

Mr. Karotkin asserts that payment of the Foreign Claims will
assure the orderly operation of the Debtors' businesses and will
avoid costly disruptions and irreparable harm to the Debtors.

The Debtors disclose that they are concurrently filing a separate
motion to authorize payment of the prepetition claims of certain
essential suppliers, vendors and service providers, who, in some
instances, are Foreign Creditors.  The amount sought to be
expended in the Foreign Creditor Payment Motion does not take into
account the overlap, the Debtors note.


                    *     *     *

Judge Gerber authorized the Debtors, in the interim, to pay their
prepetition Foreign Creditor obligations, pending final hearing on
the motion on June 25, 2009.

                       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.

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


GENERAL MOTORS: Court Allows Payment of Customer Obligations
------------------------------------------------------------
Before their bankruptcy and in the ordinary course of their
business, General Motors Corporation and its debtor-affiliates,
offered certain customer programs and engaged in certain customer
practices to develop and sustain a positive reputation in the
marketplace for their services and to engender customer loyalty:

(1) Warranty and Service Programs

GM provides a written warranty of various parts, systems, and
accessories in connection with the retail sale of its parts and
motor vehicles.  Dealers, in turn, agree to perform repairs on
qualified vehicles upon the owner's request and in some very
limited circumstances, arrange for the repurchase of the vehicle.
During 2008, the Debtors accrued about $273 million per month in
obligations in connection with the Warranty and Service Programs
for Consumers and Fleet Customers.

At times, the Debtors also reimburse customers for out-of-pocket
expenses or inconvenience in connection with informal claims for
alleged individual problems with the quality or performance of the
GM vehicles purchased or leased, or with the purchased automotive
parts and accessories that arise from, but are not covered by the
written warranties, that are nevertheless considered part of the
Debtors' Warranty and Service Programs for Consumers and Fleet
Customers.  In 2008, the Debtors accrued $3 million monthly for
obligations in connection with these customer satisfaction
efforts.

(2) Recall Programs

The Debtors sometimes are required by federal law to institute
recall campaigns to correct suspected defects in vehicles to
comply with applicable law and maintain public confidence in the
quality of the Debtors' brands and the safety of their vehicles.
As of the Petition Date, the Debtors owe Dealers $173.2 million
under the Recall Programs.

(3) GM Card Program

The Debtors maintain several credit card affinity programs
maintained by third party financial institutions whereby GM
provides reward points redeemable for discounts on GM-branded
automotive products in exchange for fees and a share of revenues
generated by use of the credit cards.  Continuation of the GM Card
Program allows the redemption of points by potential customers who
might otherwise not purchase a GM product.  Prohibiting the
further redemption of points would send the wrong message to
customers about the viability of GM.

(4) Sales Incentive Programs

The Debtors in the ordinary course of business provide certain
rebates, sales allowances, and other incentives to support the
development, promotion, and marketing of GM-branded vehicles.
They incur liabilities for the Sales Incentive Programs based upon
the terms of their agreements with the relevant customers.  As of
the Petition Date, $412 million was due and owing to Dealers under
the Sales Incentive Programs.

(5) Dealer Support Programs

To ensure the success and financial stability of GM's Dealer
network, GM has implemented a variety of Dealer support programs
that facilitate (i) cash flows between GM and its Dealers, (ii)
Dealers' ability to finance their inventory, and (iii) shared
advertising by regionally affiliated Dealer associations.

Pursuant to four Dealer Support Programs:

  (a) Dealers are entitled to a refund equal to 3% of each
      vehicle Manufacturer's Suggested Retail Price.  These
      payments, called "holdbacks" accumulate over time and
      provide GM with a steady cash reserve to ensure that GM
      will have positive cash flow with each of its dealerships.
      Dealers receive refunds of "holdbacks" on either a monthly
      or quarterly basis.

  (b) Dealers are entitled to a refund of 2% to 2.5% of MSRP as
      part of GM's wholesale floor-plan support program.  Like
      the holdback, Dealers receive refunds for floor-plan
      support on either a monthly or quarterly basis.

  (c) The Debtors also participate in programs with their
      Dealers that obligate the Debtors to support future
      regional-marketing efforts.  Dealers benefit from this
      program because the Debtors are able to coordinate
      marketing campaigns on a regional basis for multiple
      Dealers.  Moreover, Dealers obtain cost efficiencies by
      receiving marketing support from the Debtors and from
      combining their marketing efforts with other Dealers.

  (d) Dealers are entitled, from time to time, to reimbursement
      for certain costs associated with product marketing,
      vehicle delivery and handling.

As of Petition Date, the Debtors owe $677 million for accrued and
unpaid liabilities with respect to Dealer Support Programs.

(5) Vehicle Repurchase Programs

The Debtors entered into agreements relating to certain fleet
transactions, particularly with daily rental-car customers, which
require that the Debtors guarantee the repurchase of customers'
fleet vehicles at contractually agreed upon depreciation values.
The vehicles are then made available for sale in the used vehicle
market.

As of the Petition Date, outstanding liabilities under the Vehicle
Repurchase Programs total $2.7 billion.  This amount, however,
does not take into account the $1.7 billion in revenue generated
by the Debtors from the resale of the repurchased vehicles, which
provides a substantial offset to these payments.  This
expenditure, although significant in amount, is a necessary
element to maintain existing Fleet Customers and secure new Fleet
Customers, the Debtors.

(6) Trade Customer Programs

The Debtors offer rebates for pre-approved marketing initiatives,
rebates for success in satisfying certain specified strategic
sales targets, credits for certain inventory returns, and credits
based on purchase volume that can be redeemed for merchandise.  As
of the Petition Date, the Debtors owed $63 million to Trade
Customers for Trade Customer Programs.

Accordingly, the Debtors sought and obtained authority from the
U.S. Bankruptcy Court for the Southern District of New York to pay
and honor obligations incurred before the Petition Date under
their Customer Programs.

                       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.

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


GENERAL MOTORS: Has Until July 30 to File Schedules & Statements
----------------------------------------------------------------
Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of the Bankruptcy Procedure require General Motors
Corporation and its debtor-affiliates to file their (i) schedules
of assets and liabilities, (ii) schedules of executory contracts
and unexpired leases, and (iii) statements of financial affairs
within 15 days after their bankruptcy filing.

The size and complexity of the Debtors' operations have not given
them and their professionals the opportunity to gather the
necessary information to prepare and file their schedules of
assets and liabilities and statements of financial affairs, their
proposed counsel, Stephen Karotkin, Esq., at Weil Gotshal &
Manges, LLP in New York, tells the U.S. Bankruptcy Court for the
Southern District of New York.

To prepare their Schedules and Statements, the Debtors must
compile information from books, records, and documents relating to
hundreds of thousands of claims, assets, and contracts.  This
information is voluminous and is located in numerous places
throughout the Debtors' organization, Mr. Karotkin says.
Collecting the necessary information requires the Debtors and
their employees to expend an enormous amount of time and effort.

In this regard, at the Debtors' behest, the Court extended until
July 30, 2009, the deadline by which they have to file their
Schedules and Statements.

                       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.

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


GENESCO INC: Q1 Results Won't Affect Moody's 'B1' Corp. Rating
--------------------------------------------------------------
Moody's Investors Service stated that Genesco Inc.'s debt ratings
and stable outlook are unchanged following the announcement of
favorable Q1 results.

Moody's last rating action for Genesco occurred on March 20, 2008,
when its B1 corporate family rating was confirmed with a stable
outlook.

Genesco Inc., headquartered in Nashville, Tennessee, operates
2,236 footwear and headwear stores under the Journeys, Journeys
Kidz, Shi by Journeys, Underground Station, Hat World, Lids, Hat
Zone, Hat Shack, Cap Connection, Head Quarters and Johnston &
Murphy nameplates.  The company's wholesale brand names consist of
Johnston & Murphy and Dockers.  Revenue for the twelve months
ended May 2, 2009, exceeded $1.5 billion.


GENMAR HOLDINGS: Wells Fargo & Fifth Third Pledge DIP Financing
---------------------------------------------------------------
Minneapolis Star Tribune reports that Genmar Holdings Inc. said
that it has received commitment for a debtor-in-possession
financing proposal from its secured creditors, Wells Fargo & Co.
and Fifth Third Bank

Daniel McCoy at Wichita Business Journal relates that Wichita
Marine general manager Tracy Carrell said that she received a
letter guaranteeing the warranties on Genmar boats, after Genmar
Holdings filed for Chapter 11 bankruptcy.

According to Business Journal, Genmar Holdings owns 15 different
brands of boats, which means that dealers everywhere are impacted.

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


GEORGIA GULF: Extends Senior Notes Exchange Offers Until June 15
----------------------------------------------------------------
Georgia Gulf Corporation extended the early participation deadline
and the expiration date for its private exchange offers to
exchange its outstanding 7.125% Senior Notes due 2013, 9.5% Senior
Notes due 2014 and 10.75% Senior Subordinated Notes due 2016 until
12:00 midnight, New York City time June 15, 2009.  The exchange
offers provide for the exchange of the three issues of outstanding
notes for $250,000,000 aggregate principal amount of 15% Senior
Secured Second Lien Notes due 2014 and 6,922,255 shares of Georgia
Gulf common stock.

Each exchange offer will expire at 12:00 midnight, New York City
time, on June 15, 2009, unless extended.  As of May 29, 2009,
approximately $18.8 million, $14.6 million and $150 thousand of
the outstanding $100 million, $500 million and $200 million in
principal amount outstanding of the 2013, 2014 and 2016 notes had
been tendered in the exchange offers.

Full details of the exchange offers and related consent
solicitations are included in the offering memorandum for these
exchange offers, copies of which are available to Eligible Holders
from Global Bondholder Services Corporation, the information
agent, by calling (212) 430-3774 or toll free at (866) 873-7700.

                       About Georgia Gulf

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

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

At March 31, 2009, the Company had $1.56 billion in total assets
and $1.66 billion in total liabilities, resulting in $97.3 million
stockholders' deficit.

                           *     *     *

As reported in the Troubled Company Reporter on May 26, 2009,
Moody's Investors Service lowered Georgia Gulf Corporation's
Probability of Default Rating from Caa3 to Caa3/LD reflecting the
deemed limited default due to the non-payment of interest on its
9.5% Guaranteed Sr. Unsecured Notes due 2014 and the 10.75% Sr.
Subordinated Notes due 2016.  Georgia Gulf is currently operating
under a forbearance agreement with these noteholders and this debt
is subject to an exchange offer.


GIL MEJIA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Joint Debtors: Gil Emmanuel A. Mejia
               Rebecca Danielle Mejia
               13715 Springer Lane
               Tampa, FL 33625

Bankruptcy Case No.: 09-11798

Chapter 11 Petition Date: June 4, 2009

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

Debtors' Counsel: Sheila D. Norman, Esq.
                  Norman and Bullington, P.A.
                  1905 West Kennedy Blvd
                  Tampa, FL 33606
                  Tel: (813) 251-6666
                  Fax: (813) 254-0800
                  Email: sheila@normanandbullington.com

Total Assets: $2,502,161

Total Debts: $2,614,224

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

      http://bankrupt.com/misc/flmb09-11798.pdf

The petition was signed by the Joint Debtors.


GTC BIOTHERAPEUTICS: Shareholders OK Amendment to 2002 Equity Plan
------------------------------------------------------------------
GTC Biotherapeutics, Inc., disclosed in a filing with the
Securities and Exchange Commission that at its annual meeting of
shareholders held on May 27, 2009, the Company's shareholders
approved an amendment to its amended and restated 2002 Equity
Incentive Plan.  The amendment in the 2002 Plan is intended to
increase the number of shares of its common stock available for
issuance under the 2002 Plan.

After giving effect to the 1-for-10 reverse split of its common
stock that the Company effected on May 26, 2009, the amendment
increased the aggregate number of post-split shares of its common
stock immediately available for issuance by 200,000 shares to an
aggregate of 1,050,000 shares, subject to further adjustment for
stock-splits and similar changes.

The amendment of the 2002 Plan was adopted by its board of
directors, subject to stockholder approval, and became effective
upon the receipt of stockholder approval on May 27, 2009.

                    About GTC Biotherapeutics

Headquartered in Framingham, Massachusetts, GTC Biotherapeutics,
Inc. (NASDAQ: GTCB) -- http://www.gtc-bio.com-- develops,
supplies, and commercializes therapeutic proteins produced through
transgenic animal technology.  The Company is also developing a
portfolio of recombinant human plasma proteins with known
therapeutic properties.  The company also has a monoclonal
antibody portfolio focused on follow-on biologics, including a
CD20 monoclonal antibody.  The intellectual property of the
company includes a patent in the United States through 2021 for
the production of any therapeutic protein in the milk of any
transgenic mammal.  Its transgenic production platform is
particularly well suited to enabling cost effective development of
proteins that are difficult to express in traditional recombinant
production systems as well as proteins that are required in large
volumes.

At March 29, 2009, the Company's balance sheet showed total assets
of $34.7 million, total liabilities $48.2 million, resulting in a
stockholders' deficit of about $13.5 million.


HARBOR DREAM LLC: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Harbor Dream LLC
        26 Summer Street
        Hingham, MA 02043

Bankruptcy Case No.: 09-15248

Chapter 11 Petition Date: June 4, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: Christopher M. Condon, Esq.
                  Hanify & King, P.C.
                  One Beacon Street
                  Boston, MA 02108
                  Tel: (617) 423-0400 (ext. 441)
                  Email: cmc@hanify.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 13 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/mab09-15248.pdf

The petition was signed by Thomas J. Hastings, manager of the
Company.


HARRIS INTERACTIVE: Names Robert J. Cox as Chief Financial Officer
------------------------------------------------------------------
Harris Interactive appointed Robert J. Cox as executive vice
president, chief financial officer and treasurer.  The Company
related that Mr. Cox will bring strong financial, operational, and
broad based business skills, well as corporate transactional
experience.  He will report to Kimberly Till, president and chief
executive officer of Harris Interactive, and will oversee the
company's worldwide accounting, financial planning and analysis,
corporate development, treasury, legal, and investor relations
functions.

Mr. Cox assumed the role from Deborah Rieger-Paganis, a consultant
with Alix Partners LLP, who has held the position of Interim Chief
Financial Officer at the company since December 2008.  Ms. Rieger-
Paganis will remain as a consultant for a brief transition period.
Mr. Cox served as senior vice president, chief financial officer
and treasurer at DealerTrack Holdings, Inc., a publicly traded
provider of on-demand software and data solutions for the
automotive retail industry.  Mr. Cox will bring a track record of
having served in the top finance role at DealerTrack for nearly
eight years.  During his tenure, revenue at the company grew from
$1 million to over $240 million through a combination of organic
growth and acquisitions.

"Mr. Cox has exceptional expertise and executional skills as a
financial executive of a publicly traded company," Ms. Till said.
"With Mr. Cox's proven track record of managing high growth with
profitability, we are confident that he will contribute
significantly to the company's global growth strategies."
"This is an exciting time of growth potential for Harris
Interactive," Mr. Cox said.  "Couple that with technological
innovation and strong brand recognition and you have a very
powerful combination for returning the company to sustainable
profitability. I am very pleased to be joining the company at this
particular time."

Prior to joining DealerTrack, Mr. Cox held senior financial
positions at Triton International, Inc. and Green Stamp America,
Inc. He began his career in the audit practice at KPMG LLP.
Mr. Cox holds a Master of Business Administration, Finance from
Columbia University Graduate School of Business and a Bachelor of
Business Administration, Accounting from St. Bonaventure
University, and is a New York State Certified Public Accountant.

A full-text copy of the employment agreement is available for free
at http://ResearchArchives.com/t/s?3da1

                      About Harris Interactive

Harris Interactive Inc. -- http://www.harrisinteractive.com/--
(NASDAQ:HPOL) provides custom market research.  Harris Interactive
serves clients globally through our North American, European and
Asian offices and a network of independent market research firms.


HARTFORD FINANCIAL: Ramani Ayer Will Retire as Chairperson & CEO
----------------------------------------------------------------
Ramani Ayer has informed The Hartford Financial Services Group,
Inc. Board of Directors of his plans to retire as chairman and
chief executive officer of the company by the end of 2009.  The
Board will begin an immediate, external search for Mr. Ayer's
replacement.

"We have recently made a series of important decisions about The
Hartford's path forward, setting the company on a new strategic
course to build value for our shareholders," said Mr. Ayer.  "We
will continue to leverage the venerable Hartford brand, moving
ahead with our strong property and casualty and life franchises.
With this clarity in place, it is the right time for me to make my
plans for retirement and for the Board to begin the search for my
successor.  In the meantime, I am fully committed to leading this
organization during this period and to ensuring a smooth
leadership transition as the company enters its third century.
For nearly 36 years, I have been honored to call The Hartford my
home and I am proud of the culture of integrity, trust and
customer service that is woven into the fabric of this outstanding
organization."

"Under Ramani's 12 years of leadership as CEO, The Hartford has
been regarded as one of the most well-respected insurance and
financial institutions in the United States, with leading
positions in property-casualty and life insurance, as well as
group benefits, mutual funds and retirement plans," said Paul G.
Kirk Jr., the Company's longest serving independent director.
"Working closely with the Board, Ramani was instrumental in
helping the company navigate the extraordinarily challenging
financial environment of the past two years, and we are confident
that the company is well positioned to compete in the future.  We
are grateful for Ramani's contributions to The Hartford over his
36 year career and for his continuing dedication to the company as
we search for his successor."

Michael G. Morris, the Company's lead independent director, said,
"Ramani has provided strong leadership through these tumultuous
times and worked closely with the Board to develop a strategy that
has put The Hartford on the right path for the future.  He is
recognized throughout the industry for his deep knowledge and
experience, and for his high integrity."

Mr. Ayer has served as chairman and chief executive officer of The
Hartford since February 1997 and spent his entire career serving
the Company.  He joined the company after graduating from Drexel
University in 1973 and within six years was named staff assistant
to the chief executive officer.  He served in a variety of senior
executive level positions within the property and casualty
organization before being named president and chief operating
officer of The Hartford's property and casualty operations in
1991.

                      About The Hartford

Celebrating nearly 200 years as a trusted partner, The Hartford
(NYSE: HIG) -- http://www.thehartford.com-- is an insurance-based
financial services company that serves households and businesses
by protecting their assets and income from risks.  The Company is
a Fortune 500 company that is recognized widely for its service
expertise and as one of the world's most ethical companies.

As reported by the Troubled Company Reporter on May 20, 2009,
Moody's Investors Service affirmed the credit ratings of The
Hartford Financial Services Group, Inc. and its key operating
subsidiaries, and changed the outlook for the ratings to
developing, from negative.  The rating action follows The
Hartford's announcement that the US Treasury Department has
provided preliminary approval for the company to participate in
the Treasury's Capital Purchase Program -- a component of the
Troubled Asset Relief Program -- in the amount of $3.4 billion.

These ratings were affirmed and their outlook changed to
developing from negative:

* Hartford Financial Services Group, Inc. -- senior long-term
  unsecured debt at Baa3; junior subordinated notes at Ba1:
  provisional senior unsecured debt shelf at (P)Baa3; provisional
  subordinated debt shelf at (P)Ba1; provisional preferred shelf
  at (P)Ba2; short-term rating for commercial paper at Prime-3;


HAWAIIAN TELCOM: Files Reorganization Plan & Disclosure Statement
-----------------------------------------------------------------
Hawaiian Telcom Communications, Inc., and its debtor-affiliates
have filed their Plan of Reorganization and related Disclosure
Statement with the U.S. Bankruptcy Court for the District of
Hawaii.

A hearing to consider approval of the Disclosure Statement has
been tentatively scheduled for July 23, 2009.

The Company said that the Plan filed is supported by the steering
committee for holders of claims under the Company's secured credit
agreement.

"The filing of the Plan and Disclosure Statement is an important
achievement in our restructuring efforts," said Eric K. Yeaman,
Hawaiian Telcom's president and chief executive officer.  "The
Plan provides for a significantly deleveraged capital structure,
and the terms of the new debt give us greater financial
flexibility to execute our business plan and invest in new
products, better positioning the Company for future success."

Key provisions of the Company's Plan include:

    * Conversion of approximately $590 million of the Company's
      senior secured credit facility and swap liabilities into the
      new equity of the reorganized Company and a new $300 million
      senior secured term loan maturing in five years.

    * Holders of Senior Notes of approximately $350 million will
      receive warrants to acquire 12.75 percent of the new equity
      of the reorganized Company and subscription rights to
      purchase new equity in the amount up to $50 million.

    * Existing 12.5% Senior Subordinated Notes of approximately
      $150 million and existing common shares will be cancelled.

    * The Company anticipates at emergence it will have a
      $30 million undrawn revolving credit facility and, after
      distributions pursuant to the Plan, at least $45 million of
      cash on hand.

    * Cash distributions to holders of allowed general unsecured
      claims.

"The restructuring process has been challenging, but our employees
have remained dedicated to providing our customers with the
highest quality service as we worked diligently through
negotiations to present this Plan to the Court today," Mr. Yeaman
said.  "I am proud of our employees for their efforts, but there
still remains work to be done to ensure our customers continue to
receive uninterrupted service and the restructuring is a success.
I would also like to thank the local community for their continued
support, which is important to our Company's success."

The Plan will become effective only upon approval of the
Bankruptcy Court and obtaining requisite regulatory approvals.

The Disclosure Statement includes a historical profile of the
Company, an overview of the restructuring events and other
information about the Company, a description of distributions to
creditors and an analysis of the Plan's feasibility, as well as
many of the technical matters required prior to exiting from
Chapter 11, such as descriptions of who will be eligible to vote
on the Plan and the voting process.

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

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

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

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

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


HOLLYWOOD THEATERS: Moody's Assigns 'B3' Rating on Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a (P)B3 rating to the proposed
senior secured note issuance of Hollywood Theaters, Inc.  The
company intends to apply proceeds from the $150 million issuance
primarily to repay existing bank debt.

Assuming the transaction occurs as proposed, Moody's expects to
upgrade Hollywood's corporate family and probability of default
ratings to B3 each (from Caa2 and Caa3, respectively) based on the
ensuing significant reduction in perceived default risk.
Hollywood's first lien credit facility matures July 31, 2009, and
the company lacks the internal sources to repay this approximately
$138 million obligation.  Default risk would thus diminish
materially should Hollywood execute on the issuance, but given the
uncertainty regarding this execution and the imminence of the
refinancing need, the Caa2 CFR and Caa3 PDR remain under review
for possible downgrade.

The prospective rating assumes the transaction occurs largely as
proposed, with proceeds of approximately $150 million and proforma
annual interest expense of approximately $20 million.  The rating
further assumes a proforma cash balance of approximately
$15 million and that the company secures a $10 to $15 million
revolving credit facility, which would provide adequate liquidity
to manage expected theater expansion during 2009.  Any deviation
from these parameters could impact the assigned rating,
particularly given expectations that Hollywood's B3 corporate
family rating would be weakly positioned in the assigned rating
category.

The potential B3 corporate family rating would incorporate the
company's ongoing significant financial risk.  Hollywood's
attendance lagged the industry in 2008, which elevated leverage to
the mid 6 times debt-to-EBITDA from below 6 times in 2007.  High
capital expenditures contributed to negative free cash flow and
weak fixed charge coverage in 2008, and Moody's anticipates
continued cash consumption in 2009, exacerbated by increased
interest expense.  Lack of scale also constrains the rating,
although Hollywood benefits somewhat from reasonable geographic
diversification.  The company's modern theater circuit, which
contributes to its strong EBITDA margin and allows for fairly
modest maintenance capital requirements, as well as expectations
that a reduction in expansionary capital expenditures after 2009
will yield improving free cash flow, lend support to the
prospective ratings.

A summary of the action follows.

Hollywood Theaters, Inc.

  -- Senior Secured Bonds, Assigned (P)B3, LGD4, 50%

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

The most recent rating action for Hollywood Theaters, Inc. was on
April 23, 2009, when Moody's downgraded the corporate family
rating to Caa2 from B3 and the probability of default rating to
Caa3 from Caa1.

Hollywood Theaters, Inc., headquartered in Portland, Oregon,
operates approximately 50 theaters and 536 screens primarily
located in the Southwest and West Coast.  Revenue for the last
twelve months ending March 31, 2009, was approximately
$131 million.


HOVNANIAN ENT: Reports $118.62MM Net Loss in Qtr. Ended April 30
----------------------------------------------------------------
Hovnanian Enterprises Inc. reported a $118.62 million net loss on
$397.99 million total revenues in the three months ended April 30,
2009, compared with a $340.71 million net loss on $776.43 million
total revenues for the same quarter a year ago.

The company's consolidated balance sheets showed $2.69 billion in
total assets and $2.60 million in total liabilities resulting in a
stockholders' equity of $6.0 million.

"Although the home sales environment remains challenging amid
increasingly high levels of unemployment and uncertainty about the
overall US economy, our monthly net contracts per community have
increased in each of the past two quarters and in six of the past
seven months," commented Ara K. Hovnanian, President and Chief
Executive Officer.

"Our contract cancellation rate of 24% for the second quarter is
at a more normalized level, the likes of which we have not
reported since the third quarter of 2005," continued Mr.
Hovnanian.  "The combination of historically low mortgage rates
and steep corrections in home prices have pushed affordability
close to an all time high across the country.  Although we lowered
our sales prices further which resulted in the land impairments we
took during the second quarter, we have seen more stability in
home prices over the most recent six weeks.  In spite of these
encouraging signs, we remain concerned that the combination of the
expiration of the $8,000 federal tax credit in November of this
year, the depletion of the state funds allocated for the $10,000
California state tax credit for new home buyers and the potential
increase in existing home listings due to another wave of
foreclosures as the recent moratoriums on foreclosures have ended
could have a dampening effect on our future contract pace.  We are
hopeful that our government will realize the importance of taking
action to both increase the amount of the tax credit and extend
its term."

"Notwithstanding the presence of a small number of positive
trends, we remain extremely focused on maximizing liquidity and
reducing our debt levels," stated J. Larry Sorsby, Chief Financial
Officer.  "Through a debt exchange and the repurchases of debt in
the open market this fiscal year, we reduced both our future
principal payments and annual interest payments by $620 million
and $41 million, respectively.  Our near-term maturities consist
of only $29 million in face value that comes due in 2010 and
another $159 million that matures in 2012.  Going forward, we have
debt covenants that limit the amount of additional debt we may
repurchase.  While we are pleased with the reduction in debt we
have achieved to date, we are cognizant of our deteriorating
stockholders' equity and the resulting increase to our already
highly leveraged position."

"We will continue to make every operational decision with cash
flow implications in mind.  A laser focus on generating and
preserving cash, coupled with a modestly improving macro
homebuilding environment will enable us to weather the remainder
of the downturn and position ourselves to take advantage of
opportunities that will abound in the eventual housing market
recovery," concluded Mr. Hovnanian.

A full-text copy of the company's second quarter results is
available for free at http://ResearchArchives.com/t/s?3da7

                 About Hovnanian Enterprises

Hovnanian Enterprises Inc. (NYSE: HOV) -- http://www.khov.com/--
founded in 1959 by Kevork S. Hovnanian, chairman, is headquartered
in Red Bank, New Jersey.  The Company is one of the nation's
largest homebuilders with operations in Arizona, California,
Delaware, Florida, Georgia, Illinois, Kentucky, Maryland,
Michigan, Minnesota, New Jersey, New York, North Carolina, Ohio,
Pennsylvania, South Carolina, Texas, Virginia and West Virginia.

Hovnanian Enterprises, Inc. is a member of the Public Home
Builders Council of America (PHBCA) -- http://www.phbca.org/-- a
nonprofit group devoted to improving understanding of the business
practices of America's largest publicly-traded home building
companies, the competitive advantages they bring to the home
building market, and their commitment to creating value for their
home buyers and stockholders.  The PHBCA's 14 member companies
build one out of every five homes in the United States.

At April 30, 2008, the Company's consolidated balance sheet showed
$3.96 billion in total assets, $3.07 billion in total liabilities,
$38.6 million in minority interest from inventory not owned,
$1.4 million in minority interest from consolidated joint
ventures, and $850.2 million in total stockholders' equity.

                           *     *     *

According to the Troubled Company Reporter on April 3, 2009,
Moody's Investors Service assigned a Caa1/LD probability of
default rating to Hovnanian Enterprises, Inc., following the
company's disclosure in its most recent 10-Q filing that between
October 31, 2008, and March 11, 2009, it repurchased approximately
$368 million face value of senior unsecured and senior
subordinated notes at substantial discounts to par.  The open
market transactions, considered together, constitute a distressed
exchange and a limited default by Moody's definition.  The LD
designation signifies a limited default and also incorporates
Moody's expectations of open market transactions at substantial
discounts to par over the next twelve months.


HUNTGAIN LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Huntgain, LLC
        15 W. Aylesbury Road, Suite 700
        Timonium, MD 21093

Bankruptcy Case No.: 09-20152

Chapter 11 Petition Date: June 4, 2009

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Lawrence Coppel, Esq.
                  lcoppel@gfrlaw.com
                  Gordon, Feinblatt, Rothman, Hoffberger &
                     Hollander, LLC
                  233 E. Redwood St.
                  Baltimore, MD 21202

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's 20 Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Carole Sibel                                     $100,000
100 Painters Mill Road, Ste. 404
Owing Mills, MD 2117

David I. Cohn                                    $100,000
5424 Brookside Drive
Chevy Chase, MD 20815

Hanan Y. Sibel                                   $100,000
100 Painters Mill Road, Ste. 404
Owing Mills, MD 2117

Ira & Linda Greenbalt, TBE                       $100,000

Myra L. Gold                                     $100,000

Stephen & Janice Asheroff                        $50,000

Schaefer Construction Mgt. Inc.                  $27,579

Hord Coplan Macht                                $25,363

Richard D. Braver                                $11,400

Continental Pools                                $7,500

Washington Post.com                              $7,384

M&J Construction                                 $5,550

Sun Ventures                                     $5,370

Walsh, Colucci, Lubeley, Emrich                  $4,700
& Terpak

Reznick Group                                    $4,410

Gemini                                           $3,612

Andrew Braver                                    $1,800

Rachel Braver                                    $1,800

Maryland Web Designers                           $1,525

Marjorie Kolesar                                 $1,500

The petition was signed by Lawrence P. Burman, general manager.


JAMES FALL: Losses Constitute Cause to Convert to Chapter 7
-----------------------------------------------------------
Vague promises by Chapter 11 debtors to relet spaces at a
commercial plaza that were not producing optimal rent for debtors,
WestLaw reports, or speculation that one underperforming tenant's
business might improve once patrons formerly lost to a state-wide
smoking ban returned, were insufficient, seven months into the
debtors' small business case, to establish that there was any
reasonable likelihood that income from this commercial plaza,
which was the debtors' principal asset, would improve to the
extent that it not only serviced the underlying debt secured by
the plaza, but permitted the debtors' "rehabilitation."  This was
especially true where two of the three underperforming spaces at
the plaza were leased to insiders, whom the debtors had
demonstrated an unwillingness to pursue.  Thus, "cause" existed to
dismiss or convert the case based on continuing loss to or
diminution of the estate.  In re Fall, --- B.R. ----, 2008 WL
6154184 (Bankr. N.D. Ohio).

James Edward Fall and Rose R. Fall, dba Harold Fall & Sons, filed
for Chapter 11 protection (Bankr. N.D. Ohio Case No. 08-33018) on
June 10, 2008.  The couple is represented by Deborah K.
Spychalski, Esq., in Toledo, Ohio.  At the time of their
bankruptcy filing, Mr. and Mrs. Rose estimated their assets and
debts at $1 million to $10 million.  A copy of the Debtors'
petition is available for free at http://bankrupt.com/misc/ohnb08-
33018-pet.pdf and a list of the Debtors' unsecured creditors is
available for free at:

     http://bankrupt.com/misc/ohnb08-33018-cred.pdf


JEFFERSON COUNTY: Asks SEC for Help Escaping Bond Deals
-------------------------------------------------------
Jefferson County has asked the U.S. Securities and Exchange
Commission's help in escaping bond deals that are pushing the
county towards bankruptcy, Bloomberg News reports.

Jefferson County, says Bloomberg, has failed to secure backing
from creditors or state lawmakers for plans to restructure the
debts.  According to Bloomberg, County Commission President Bettye
Fine Collins sent a letter to SEC Chairman Mary Schapiro asking
that creditors be pressed to accept a deal if they committed
wrongdoing.  "In light of the enormous harm and damage to
Jefferson County and its citizens from any violation of the
securities laws determined by the SEC, a simple monetary
settlement is not likely to fix the underlying problem," Bloomberg
quoted Ms. Collins as saying.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

                         *     *     *

As reported by the Troubled Company Reporter on April 30, 2009,
Moody's Investors Service downgraded to Caa1 from B3 the rating on
Jefferson County's (Alabama) $270 million in outstanding general
obligation debt and to Caa2 from Caa1 the rating on $86.7 million
in outstanding lease revenue warrants issued through the Jefferson
County Public Building Authority; both ratings have been removed
from Watchlist and the outlooks have been revised to negative.  At
this time, Moody's confirmed the Caa3 rating on the county's
approximately $3.2 billion in outstanding sewer revenue debt,
removed the rating from Watchlist and revised the outlook to
negative.  Moody's confirmed the B3 rating on the county's
$996.8 million in limited obligation school warrants secured by
sales tax revenues and the B3 rating on $40.86 million in debt
issued by the Birmingham-Jefferson Civic Center Authority secured
by special revenues including a beverage tax and lodging tax; both
ratings have been removed from Watchlist and the outlooks revised
to negative.

According to the TCR on April 17, 2009, Standard & Poor's Ratings
Services maintained its CreditWatch with negative implications on
the rating on Jefferson County, Alabama's general obligation
warrants outstanding, except for the rating on the series 2001B
warrants, which was recently lowered to 'D'.  Also remaining on
CreditWatch negative is the rating on Jefferson County Public
Building Authority's series 2006 lease-revenue warrants.  Revenues
available for payment of debt service on the general obligation
warrants include ad valorem, sales, business license and
occupational taxes; however, none of these legally available
revenues is specifically pledged for payment of debt service.
Also, in the event of a bankruptcy filing by the county, the
entire balance of the 2001B warrants could become due immediately
at the request of at least 25% of holders of the warrants, all of
which are being held as bank warrants at this time.


JETBLUE AIRWAYS: Fitch Affirms Issuer Default Rating at 'B-'
------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating for JetBlue
Airways Corp. at 'B-'.  Fitch has also revised the issue rating
for JBLU's $301 million of outstanding convertible debentures to
'CC/RR6' from 'CCC-/RR6'.  The revision of the convertible debt
rating follows recent changes in Fitch's notching criteria for
issuers with IDRs of 'B-' or below.  Fitch has also assigned a
rating of 'CC/RR6' to JBLU's newly issued $175 million two-part
convertible debenture offering.  The new notes carry a coupon of
6.75% with a final maturity in 2039.  The Rating Outlook for JBLU
remains Negative.

The rating affirmation reflects Fitch's expectations that JBLU is
in a position to deliver improved, but still negative, free cash
flow in 2009, creating a stronger foundation for stable liquidity
as the recession continues to pressure the airline industry
revenue outlook while jet fuel prices remain volatile.  Factoring
in further weakness in passenger unit revenue comparisons
stretching into the second half of the year, forecasted year-over-
year fuel cost savings of over $400 million this year put JBLU in
a position to report better free cash flow based on recent
reductions in the airline's 2009 capital spending plan.  The
convertible debt and equity offering now being finalized, which
could generate total cash proceeds of approximately $300 million,
provides JBLU with additional liquidity to comfortably fund the
anticipated repurchase of $177 million in outstanding 3.75%
convertible debentures which holders can put back to the company
next March.

The 'B-' IDR also captures the fact that the airline's risk
profile has been altered significantly over the last two years as
capacity rationalization and fleet plan adjustments have lowered
capex to a level more consistent with the carrier's long-term cash
generation and margin potential.  In addition, the aircraft
financing burden has been cut significantly following a number of
aircraft delivery deferrals, sales, and lease deals completed over
the past three years.  Fitch views the carrier's more manageable
fleet plan as an important credit positive as JBLU and its
competitors struggle to balance capacity with demand during a
period of continuing economic weakness.

The deterioration of the demand and fare environment that appeared
to accelerate in the first quarter, before moderating somewhat in
April, remains a major source of concern for JBLU and the entire
industry.  Given the need to generate improved free cash flow this
year, and in light of recent increases in crude oil and jet fuel
prices to six-month highs, a return to neutral or positive revenue
per available seat mile comparisons by the end of the year is
critical.  Importantly for JBLU, the carrier's route network is
somewhat insulated from the collapse in passenger unit revenue
seen in premium business markets.  As a result, JBLU's RASM
performance has exceeded that of its U.S. competitors during the
last two difficult quarters, and Fitch expects this trend to
continue through the remainder of the year.  JBLU's international
network, while growing quickly in the Caribbean and Latin America,
is still small relative to the U.S. legacy carriers.  This has
helped JBLU weather the downturn better, given its heavy exposure
to leisure-oriented domestic markets, which have generally seen
less intense RASM pressure following significant capacity
reduction carried out during 2008.  Improved ancillary revenue
streams, tied to the roll-out of new fees and services over the
last year, should help mute the passenger RASM effect this year,
driving a larger gap between passenger RASM and total RASM
performance.

Taking into account a weak demand picture and continuing fare sale
activity, management indicated on May 21 that it expected second
quarter-passenger RASM to decline by 6% to 9% (four points worse
than previous guidance).  The H1N1 flu outbreak has pressured
demand further in affected areas of Mexico.  While JBLU's direct
revenue exposure to Mexico is very small (Cancun is the only
market served), broader flu-related demand effects were seen in
May unit revenue results, as some other U.S. carriers have
recently noted.  In addition, competitive fare pressure in trans-
continental markets seems to be affecting RASM comparisons in
those markets particularly hard.

JBLU reported that May passenger RASM declined by 10% year over
year.  This result was significantly better than that seen
elsewhere in the industry (Continental and US Airways).  However,
the declines seem to suggest that a stabilization of deteriorating
passenger yield trends is not yet occurring.  As a result, a
continuation of downside revenue risks remains the primary factor
leading Fitch to keep the Rating Outlook at Negative.

With few signs of a rapid improvement in macroeconomic
fundamentals, Fitch expects the period of negative RASM
comparisons to continue through the peak summer demand period,
raising the risk of material declines in full-year passenger RASM
of 5% or more.  In this scenario, JBLU could deliver a full-year
operating profit absent a further spike in energy costs, but full-
year positive free cash flow will be difficult to deliver if soft
revenue trends continue.

The collapse in crude oil and jet fuel prices since last summer's
peak has given JBLU a large cost savings opportunity this year,
despite the recent jump in crude oil prices to above $65 per
barrel.  Based on the mid-April energy futures curve, management
guided to full-year cash savings of over $600 million.  This
factors in the reduction of cash collateral tied to out-of-the-
money fuel derivatives.  Collateral held by hedging counterparties
stood at $63 million as of March 31, and the balance is expected
to approach zero in the second half of the year.  JBLU unwound
most energy swap contracts last fall.  As of mid-April, 8% of
remaining 2009 fuel exposure had been hedged.  At that time,
management expected jet fuel prices to average about $1.90 per
gallon for the full year.  In early June, JBLU indicated that it
had added 5% to fuel hedge coverage beginning in the fourth
quarter of 2009 and extending through 2010.

Rising non-fuel unit costs this year will offset some of the fuel-
related savings.  Much of the expected 9% increase in non-fuel
cost per available seat mile is linked to capacity cuts and
reduced average stage lengths driven by route network changes.
However, significant pressure on unit maintenance costs will
continue as the JBLU fleet ages and more Airbus A320 aircraft
undergo heavy maintenance checks.  During the first quarter, unit
maintenance costs rose by 19%.

Liquidity conservation remains one of management's top financial
objectives in light of the stressed industry operating environment
and the tightness of global credit markets.  As of March 31, JBLU
reported unrestricted cash and investments of $634 million, up
from $561 million at year-end 2008.  The airline has no long-term
bank credit facility in place, but has tapped two short-term
credit lines (UBS and Citigroup as lenders), collateralized by the
company's largely-illiquid auction-rate securities.  JBLU also has
access to a borrowing facility that is used to finance aircraft
pre-delivery deposits.  Fitch views management's target of an
unrestricted cash and investments balance in the range of 20% of
trailing 12-months revenue (approximately $650 million) as an
important level in light of JBLU's need to meet a heavier debt
maturity schedule next year.  The effective pre-funding of the
$177 million balance of the 375% convertible debentures with total
cash proceeds of over $250 million establishes an improved cash
cushion for JBLU in the event that free cash flow trends fail to
improve meaningfully as a result of weak operating conditions
continuing into 2010.

Monetization of ARS will remain a liquidity priority following the
lock-up of ARS markets in 2008.  As of March 31, JBLU reported
$207 million of ARS on its balance sheet (classified as long-term
assets).  JBLU has two credit lines collateralized by its ARS
holdings - a Citigroup facility ($74 million drawn of $84 million
available at March 31) maturing in April 2010 and a $53 million
loan from UBS maturing in June 2010.

The 'RR6' Recovery Rating for JBLU's convertible debentures
reflects expected recoveries of less than 10% for holders in a
default scenario.  The carrier's debt structure is primarily
secured, and virtually no unencumbered assets are available to
support future secured borrowings.  In light of reduced aircraft
capital commitments and more limited financing requirements in
2010, JBLU's total debt and leverage profile will likely remain
relatively unchanged even in the absence of a sharp recovery in
operating cash flow over the next year.

A downgrade to 'CCC' could follow if JBLU's unrestricted
liquidity, adjusting for the expected repurchase of the 3.75%
convertible notes next March, approaches $500 million at year-end
with no evidence of a recovery in demand, yields, or RASM late in
the year.  Alternatively, a revision of the Rating Outlook to
Stable could result if passenger demand and RASM trends begin to
improve materially, increasing the likelihood of a swing to
positive free cash flow in 2010.


LEHMAN BROTHERS: Court Approves Pension Settlement With PBGC
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved Lehman Brothers Holdings Inc.'s settlement agreement
with the Pension Benefit Guaranty Corporation regarding the
termination of Lehman's retirement plan.

As reported in the Troubled Company Reporter June 4, 2009, the
official committee of unsecured creditors expressed support for
the settlement deal between Lehman Brothers Holdings Inc. and
Pension Benefit Guaranty Corporation.  The settlement agreement,
dated May 4, 2009, authorizes the termination of a retirement plan
sponsored by LBHI in return for its payment of $127.6 million to
PBGC on account of claims against unfunded benefit liabilities and
additional premiums.  The amount represents a discount from the
total amount of $212.7 million potentially owed to the federal
agency.

As reported in the Troubled Company Reporter on May 11, 2009, the
Debtors related that the Settlement Agreement:

   -- will allow the Debtors to move forward unimpeded in the
      administration of their Chapter 11 cases, including, most
      importantly, their ability to dispose of "controlled group"
      assets to maximize value for their stakeholders;

   -- relieves the Debtors from the distractions posed by the
      complex and time-consuming district court action commenced
      by the PBGC to terminate the Plan and requires, upon
      consummation of the Settlement Agreement, that the PBGC
      release its claims regarding the Plan against the Debtors'
      estates and the members of the LBHI Controlled Group,
      including its claims for the unfunded benefit liabilities
      of the Plan and premiums payable to the PBGC.

                     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)


LEXINGTON PRECISION: Posts $3.4MM Net Loss in Qtr. Ended March 31
-----------------------------------------------------------------
Lexington Precision Corporation filed its Quarterly Report on Form
10-Q with the U.S. Securities and Exchange Commission on June 3,
2009, reporting that Consolidated Statement of Operations for the
three months ended March 31, 2009, showed a net loss of
$3,427,000, on net sales of $14,165,000.

Lexington Precision also reported that as of March 31, 2009, it
had a negative working capital with $24,162,000 in total current
assets available to pay $45,469,000 in liabilities coming due in
the next 12 months.  The company has $49,799,000 total
stockholders' deficit from total assets of $51,447,000 and total
liabilities of $101,246,000.

Michael A. Lubin, chairman of the board of Lexington Precision,
said Chrysler LLC's and General Motors Corporation's bankruptcies
may have a negative impact on the overall level of manufacturing
of domestic automobiles and light trucks, which would negatively
affect Lexington Precision's net sales and revenues.  "Sales of
Chrysler and GM vehicles may decrease, and thus the number of
Chrysler and GM vehicles manufactured that incorporate our
products may decrease.  Furthermore, there is uncertainty as to
when or if Chrysler or GM may emerge from bankruptcy.  While we do
not sell any components directly to Chrysler or GM, many of our
customers incorporate our components into the components they
supply to Chrysler and GM. Prolonged bankruptcy proceedings or
failure by Chrysler or GM to emerge from bankruptcy may have a
material adverse impact on our results of operations and cash
flows."

A full-text copy of the company's Form 10-Q is available for free
at: http://researcharchives.com/t/s?3dac

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of February 29, 2008, the Company
employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an Official Committee
of Unsecured Creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  It was amended twice, the latest
amendment dated December 8, 2008.  The Debtors currently plan to
complete the liquidation of their connector-seal business before
seeking approval of the Amended Plan.


LEHMAN BROTHERS: Section 341(a) Meeting Adjourned to July 8
-----------------------------------------------------------
The meeting of creditors of Lehman Brothers Holdings Inc. and its
debtor-affiliates under Section 341(a) of the Bankruptcy Code is
adjourned to July 8, 2009, at 10:00 a.m. (New York Time).  The
meeting will take place at the Hilton New York, Trianon Ballroom,
1335 Avenue of the Americas, New York.

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

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)


MARINER ENERGY: S&P Changes Outlook on 'B+' Rating to Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Mariner
Energy Inc. (B+/Stable/--) to stable from negative and affirmed
all its ratings.  At the same time S&P assigned a 'B+' rating, the
same as the corporate rating on the company, to Mariner's proposed
$250 million senior unsecured notes.  S&P assigned a '4' recovery
rating to this debt, indicating the expectation of an average
recovery (30% to 50%) in the event of a default.

"The outlook revision reflects Mariner's improved liquidity and
lower debt levels following the announced debt and equity
offerings of the $250 million senior notes and proposed issuance
of 10 million shares of common stock," said Standard & Poor's
credit analyst Paul Harvey.  The company will use total estimated
proceeds of up to $400 million to repay borrowings on its
$1 billion credit facility, which will have an $800 million
borrowing base at the close of the notes offering.  Total
availability on the credit facility could exceed $500 million.
Additionally, thanks to its solid hedge position in 2009 and good
production growth, Mariner's near-term financial measures should
remain healthy.  Under $3.50 per thousand cubic feet equivalent
(mcfe) natural gas assumptions, Standard & Poor's expects
Mariner's adjusted debt to EBITDA to be around 2x and EBITDA
coverage of interest expense about a healthy 6x.

The ratings on Mariner reflect its modest reserve base, an
aggressive growth and exploration strategy, and elevated costs
relative to Standard & Poor's Ratings Services' near-term pricing
assumption of $4.50 per mcfe of natural gas.  In addition, its
dependence on the Gulf of Mexico for production, currently around
85%, leads to a short reserve life and a capital-intensive
drilling program.  Support for the ratings is provided by
Mariner's above-average financial measures and, good operational
performance as reflected in a 2008 success rate of about 80% in
the Gulf.

The stable outlook reflects S&P's expectations that Mariner will
maintain solid liquidity and financial measures, such as debt
leverage around 2x or less.  S&P could revise the outlook to
negative if the company's debt leverage exceeds 2x and it fails to
obtain any near-term remedy to its financial covenant of 2.5x, or
if the company pursues a more aggressive financial policy such
that liquidity falls below $200 million.  Additionally, S&P could
lower ratings if Mariner fails to maintain high success rates in
its deep water program.  Given the uncertain outlook for natural
gas prices, particularly for the remainder of 2009, combined with
the company's lack of hedges in 2010, S&P does not expect to take
a positive rating action in the near term.


MASTEC INC: S&P Assigns 'B+' Rating on $100 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B+'
issue-level rating to Coral Gables, Florida-based MasTec Inc.'s
proposed new $100 million senior unsecured convertible notes due
2014, one notch below MasTec's corporate credit rating.  The
recovery rating is '5', indicating S&P's expectation of modest
(10%-30%) recovery in the event of a default scenario.  The new
notes will rank pari passu with MasTec's existing $150 million
7.625% senior notes.  Standard & Poor's expects the company to use
the proceeds from the new notes to redeem the existing $55 million
in 8% convertible notes, for working capital, small acquisitions,
and general corporate purposes.  The company has no significant
debt maturities until 2013.

"The ratings on MasTec reflect its weak business profile
characterized by exposure to the cyclicality of the company's
primary end markets (the telecom and utilities industries) and its
significant customer concentration, as well as an aggressive
financial risk profile," said Standard & Poor's credit analyst
Sarah Wyeth.

MasTec is one of the 10 largest specialty engineering and
construction contractors in the U.S., with annual revenues of more
than $1 billion.  The company's core activities include the
building, installation, maintenance, and upgrade of communications
and utility infrastructures.

                           Ratings List

                            MasTec Inc.

            Corp. credit rating          BB-/Stable/--

                       New Ratings Assigned

   Proposed new $100 mil. sr unsecured convertible notes     B+
    Recovery rating                                          5


MATEH EPRAIM: Alter Ego Claims Require a Jury Trial
---------------------------------------------------
WestLaw reports that an action for a declaratory judgment that a
religious corporation was the alter ego of the debtor-limited
liability company and liable for the debtor's debts was legal in
nature and thus triable by a jury.  The issue of the religious
corporation's alter ego liability would have arisen in a damages
action brought by the Chapter 7 trustee against the religious
corporation, presumably to recover the balance needed to satisfy
the claims against the debtor's bankruptcy estate, had the
declaratory judgment action not been brought.  The declaratory
judgment action essentially bifurcated the issues of liability and
damages that would have been raised in the damages action.  If the
trustee prevailed, the religious corporation would generally be
limited to contesting the amount of the deficiency in the estate's
assets, or, in other words, the amount of the money judgment.  In
re Kollel Mateh Efraim, LLC, --- B.R. ----, 2009 WL 1492095
(Bankr. S.D.N.Y.).

Mateh Epraim LLC, dba Kollel Mateh Epraim LLC, filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 04-17525) on November 24, 2004.
Represented by Mark A. Frankel, Esq., at Backenroth Frankel &
Krinsky, LLP, the debtor reported $740,000 in assets and
$2,852,700 in liabilities at the time of the filing.  Within the
past four years, the case converted to a Chapter 7 liquidation.


MERUELO MADDUX: Stephen Taylor Believes Firm Is Undervalued
-----------------------------------------------------------
Stephen S. Taylor, in a regulatory filing with the Securities and
Exchange Commission, disclosed that he acquired 799,540 shares of
Meruelo Maddux Properties, Inc., for total consideration of
$58,740.31.  The source of the funds was his personal resources.
Taylor Asset Management, Inc., acquired for Taylor International
Fund, Ltd. 2,387,131 shares of Meruelo Maddux for total
consideration of $219,815.  The source of the funds was from Mr.
Taylor and certain other investors.

Mr. Taylor and TAM may, from time to time, purchase additional
shares of Meruelo Maddux or sell shares depending on various
factors including market price and availability of shares.  Mr.
Taylor and TAM state that they purchased shares of Meruelo Maddux
for investment.

Mr. Taylor and TAM respect the efforts of the current management
team during this period of unprecedented crisis in the credit
markets and believe that the Common Stock of Meruelo Maddux is
substantially undervalued.  Mr. Taylor and TAM believe Meruelo
Maddux's recent bankruptcy filing has been misinterpreted by the
financial community.  Mr. Taylor and TAM believe the value of
Meruelo Maddux's real estate holdings far exceeds its liabilities.
This belief remains, even assuming substantial further declines in
commercial real estate prices.

From time to time, Mr. Taylor and TAM may have discussions with
members of management, other shareholders, and may present various
proposals and concepts to them regarding corporate strategy,
financing alternatives, and efforts to increase shareholder value.
Mr. Taylor and TAM continue to strongly support the current
management team. Mr. Taylor and TAM will continue to have
discussions with management, other shareholders, and interested
parties

Mr. Taylor has direct beneficial ownership of 1,904,498 shares of
Meruelo Maddux, of which 824,538 shares are held in an individual
retirement account for his benefit.  TIF has direct beneficial
ownership of 8,238,731 shares of Meruelo Maddux.  Accordingly, Mr.
Taylor may be deemed to own beneficially a total of 10,143,229
shares of Meruelo Maddux constituting 12% of Meruelo Maddux's
shares of common stock outstanding as of March 31, 2009.  Mr.
Taylor has the sole power to vote and to dispose or direct the
disposition of 10,143,229 shares of Meruelo Maddux's common stock.

                       About Meruelo Maddux

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.,
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Peter C. Anderson, the
United States Trustee for Region 16, appointed five creditors to
serve on the Creditors Committee.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Professional Corporation, represent the Creditors Committee as
counsel.  The Debtors' financial condition as of December 31,
2008, showed estimated assets of $681,769,000 and estimated debts
of $342,022,000.


MICHIGAN HIGHER: Moody's Cuts Ratings on Senior Bonds to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has downgraded one class of senior bonds
issued by Michigan Higher Education Student Loan Authority.  The
trust is funded by auction rate securities; the underlying
collateral pool consists of government guaranteed (FFELP) student
loans.

The rating action was prompted by the increase of funding costs
due to the continuing and prolonged dislocation of the auction
rate securities market.  Since most student loan collateral is
indexed to the Financial Commercial Paper rate, securitization
trusts that are funded primarily by auction rate securities have
suffered significant excess spread compression, as the yield on
the assets has not increased in tandem with the cost of the
liabilities.

As of December 31, 2008, the total parity of the Michigan trust at
the subordinate bonds level (i.e. the ratio of total assets to
total liabilities) was 98.07%.  The senior parity, or the ratio of
total assets to the sum of senior bonds and accrued liabilities,
was 101.06%.  At the failed auction rate, the trust is currently
expected to experience negative 10-20bps excess spread per annum.
Under Moody's current stress scenarios, the trust is expected to
generate even more significant negative excess spread.  The
current total credit enhancement available for senior bonds,
including overcollateralization, reserve fund and other cash
accounts, and excess spread generated under the stress scenario,
is not sufficient to support the previous "Baa1" rating on the
senior bonds.

The complete rating actions are:

Issuer: Michigan Higher Education Student Loan Authority (2007
Indenture)

  -- Senior Lien Series 20-A Bonds, Downgraded to B3; previously
     on February 12, 2009, Downgraded to Baa1 from Aaa and Placed
     Under Review for Possible Downgrade


MILACRON INC: June 15 Bar Date Set for Filing of Proofs of Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio has
established June 15, 2009, at 4:00 p.m. prevailing Eastern Time as
the bar date for filing of proofs of claim in Milacron Inc., et
al.'s bankruptcy cases.

All proofs of claim must be served so as to be received by the
Clerk of Court before the bar date, at:

     Milacron Claims Processing
     Clerk of Court
     United States Bankruptcy Court
     221 East Fourth Street
     Atrium Two, Suite 800
     Cincinnati, Ohio 45202

Proofs of claim may be filed with the Court via ordinary U.S.
Mail, overnight courier, messenger or hand delivery.  Proofs of
claim may also be filed electronicaly with the Court using CM/ECF.
Limited user passwords are available from the Court for this
purpose.  For more information, please visit the Court's Web site
at http://www.ohsb.uscourts.gov

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman
Carson Consultants LLC is the noticing, balloting and disbursing
agent for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $500 million to $1 billion.


MOMENTIVE PERFORMANCE: Moody's Puts 'B3' Rating on $200 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
$200 million 12.5% second lien notes of Momentive Performance
Materials Inc. that will be issued as part of a debt exchange
offer announced on May 12, 2009 for all senior unsecured and
subordinated notes validly tendered by June 9, 2009.  As of
May 26, 2009, $515 million in aggregate principal amount of
outstanding unsecured and subordinated notes had been tendered.
The outlook is negative.

Moody's also affirmed Momentive's other outstanding debt ratings
(CFR at Caa1) but downgraded its Probability of Default Rating to
Caa3 from Caa1 as the offering of second lien notes is deemed to
be a distressed exchange.  Moody's also noted that on June 9,
2009, certain of Momentive's ratings will be changed to reflect
the occurrence of a distressed exchange: the Probability of
Default Rating will go to Caa3/LD, the ratings on the senior
unsecured notes will go to Caa2/LD and the rating on the
subordinated notes will go to Caa3/LD.  These ratings will remain
at this level for three days before returning to their current
ratings.  In addition, the point estimates for the LGD assessments
for all of Momentive's debt may change as a result of the total
amount of debt tendered in the exchange offer.

The B3 rating on the proposed second lien notes reflects the
subordination to a significant amount of first lien notes and
weaker collateral coverage.  Unlike the first lien notes, the
second lien notes do not have access to the assets of, or a
guarantee from, Momentive's German and Japanese subsidiaries.  In
addition, the second lien notes are subject to the terms of an
inter-creditor agreement which limited ability to access
collateral, or take any other action not approved by the first
lien holders, as long as any first lien debt remains outstanding.

Moody's views the debt exchange offer as a modest credit positive
for the first lien holders and will incrementally improve credit
metrics going forward.  However, the improvement is not sufficient
to warrant a change in the rating or outlook (i.e., balance sheet
debt is being reduced by less than 10%).  In addition, this
exchange will not impact the calculation of the financial covenant
in Momentive's first lien credit facility.

The negative outlook reflects a substantially weaker operating
environment and uncertainty over the ability of management to
fully offset volume declines with announced cost reductions.
Despite the negative outlook, Momentive has relatively good
liquidity with over $381 million of cash on its balance sheet, but
only $30 million of availability under is $300 million revolving
credit facility.  Additionally, Momentive remains below the sole
financial covenant in its first lien facility, a 4.25 times first
lien secured leverage ratio.  The ratings could come under
addition pressure if cash and availability falls below
$200 million for a sustained period.

Ratings assigned:

Momentive Performance Materials Inc.

* 12.5% Second Lien Notes at B3 (LGD3, 36%)

Ratings affirmed:

Momentive Performance Materials Inc.

* Corporate Family Rating -- Caa1

* Senior Secured (First Lien) Revolving Credit Facility due Dec
  2012 at B1 (LGD2, 14%)

* Senior Secured (First Lien) Term Loan due Dec 2013 at B1 (LGD2,
  14%)

* Senior Unsecured Notes (combination of US$, Euro and Toggle
  notes) due 2014 at Caa2 (LGD4, 64%)

* Senior Subordinated Notes due 2016 at Caa3 (LGD5, 89%)

* Speculative Grade Liquidity Rating -- SGL-3

Ratings downgraded:

Momentive Performance Materials Inc.

* Probability of Default Rating to Caa3 from Caa1

Moody's last rating action for Momentive was on March 24, 2009,
when Moody's lowered Momentive's ratings (CFR to Caa1 from B3).

Momentive Performance Materials Inc., headquartered in Albany, New
York, is the second largest producer of silicones and silicone
derivatives worldwide.  The company has two divisions: silicones
(which accounted for 90% of revenues in 2008) and quartz.
Revenues were $2.4 billion for LTM period ended March 31, 2009.
An affiliate of Apollo Management is the company's majority owner.


NEW VINE: Will Get Investment From Inertia Beverage
---------------------------------------------------
David Kesmodel at The Wall Street Journal reports that New Vine,
which closed two weeks ago due to financial problems, will get an
investment from Inertia Beverage Group to restart its operations.

According to WSJ, Inertia Beverage said that it agreed in
principle to acquire Silicon Valley Bank's debt position in New
Vine and that it would provide interim financing.  WSJ says that
terms of the deal weren't disclosed.

WSJ relates that two weeks ago, New Vine stopped receiving and
processing orders for wine shipments that are made directly to
consumers.

New Vine is a wine-shipping firm in Napa, California.


NICHOLAS RAYMOND: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nicholas Raymond Innerbichler
        P.O. Box 125
        Magdalena, NM 87825

Bankruptcy Case No.: 09-12437

Chapter 11 Petition Date: June 4, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: Bonnie Bassan Gandarilla, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  PO Box 7459
                  Albuquerque, NM 87194
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  Email: mbglaw@swcp.com

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

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

A full-text copy of Mr. Innerbichler's petition, including a list
of his 9 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/nmb09-12437.pdf

The petition was signed by Mr. Innerbichler.


NIELSEN COMPANY: Fitch Reports Liquidity, Risks & Bond Summaries
----------------------------------------------------------------
Fitch Ratings has published a 20-page report on The Nielsen
Company B.V.  The report details liquidity, the key drivers of
risk, various EBITDA calculations and reconciliations, recovery
expectations, the organizational debt structure diagrams, and
indenture/facility summaries.

Fitch affirmed Nielsen's Issuer Default Ratings at 'B' and Stable
Outlook on May 19, 2009.


NUKOTE INT'L: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
The Tennessean reports that Nukote International, Inc., and four
of its subsidiaries have filed for Chapter 11 protection in the
U.S. Bankruptcy Court for the Middle District of Tennessee.

Nukote said in court documents that as of March 31, 2009, it had
1,100 employees, $86 million in assets, and $79 million in debts.

Franklin, Tennessee-based Nukote International, Inc., is a printer
cartridge maker.  It had operations around the world, including a
plant in Mexico and a distribution center in Franklin that employs
29 people.  Nukote is a privately owned part of Richmont Holdings.


PACKAGING DYNAMICS: S&P Downgrades Corporate Credit Rating to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Packaging Dynamics Corp.  S&P lowered the long-term corporate
credit rating to 'B-' from 'B'.  S&P removed all ratings from
CreditWatch, where they were placed with negative implications on
April 22, 2009.  The outlook is negative.


At the same time, S&P lowered the issue rating on the company's
senior secured term loan to 'B-' from 'B+', the same as the
corporate credit rating on the company.  S&P revised the recovery
rating on this debt to '3' from '2', indicating expectation for
meaningful (50%-70%) recovery in the event of a payment default.
This action resulted from the decline in enterprise value in S&P's
simulated default analysis because EBITDA is lower then previously
thought due to the deterioration in market conditions.


"The downgrade reflects our expectation that the lingering
recession in the U.S. and continued soft demand will have a much
more significant effect on Packaging Dynamics' revenues and
profitability than S&P previously anticipated," said Standard &
Poor's credit analyst Andy Sookram.  S&P expects total adjusted
debt to EBITDA of around 9x, a level that S&P would consider to be
not consistent with the previous 'B' rating.  However, S&P thinks
that the company's liquidity profile will remain adequate for the
'B-' rating in the near term, with availability under the asset-
based revolving credit of around $50 million, lack of maintenance
financial covenants governing its credit facility, no meaningful
debt maturities until mid-2011, and EBITDA coverage of interest
expense around 1.5x.  S&P also expects the company to use funds
received under alternative-fuel-mix tax credits for debt
reduction.

The negative outlook reflects the continued operating challenges
that the company will likely face in the near term, including
significant cyclical pressures in its specialty paper segment
because of continued weak demand and some price pressures due to
the combination of aggressive inventory destocking and weak
economic conditions.  During 2009, S&P expects revenues to decline
by over 10% and EBITDA to drop by over 30%, year-over-year,
leading to a significant deterioration in total adjusted debt to
EBITDA of around 9x, a level S&P would consider somewhat weak for
the 'B-' rating.  In addition, while S&P has incorporated into the
rating and outlook S&P's expectations that the U.S. economy will
begin to recover by the end of 2009, S&P expects total debt to
EBITDA to remain above 7x.  S&P could lower ratings further if
market conditions deteriorate more than S&P expects, resulting in
a further drop in demand and a significant deterioration in
selling prices, causing a meaningful underperformance relative to
S&P's expectations.  If this scenario were to unfold, S&P
estimates EBITDA could decline by more than 50%, resulting in a
meaningful depletion of liquidity to fund operating requirements,
including interest expense and capital expenditures.


PENN VIRGINIA: Moody's Assigns 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's assigned a first time B1 Corporate Family Rating to Penn
Virginia Corporation.  Simultaneously, Moody's assigned a B2 (LGD
4, 58%) rating to the company's proposed senior unsecured notes
offering, a B1 probability of default Rating, and Speculative
Grade Liquidity Rating of SGL-3.  The outlook is stable.

Moody's assigned a B1 CFR based on the assessment of PVA's E&P
business and its ownership stake in Penn Virginia GP Holdings,
L.P., a publicly traded Master Limited Partnership.  Moody's view
the E&P business as having an overall profile that is comparable
to similarly rated E&P companies.  Although the scale of company's
reserves and production are on the lower end of the B1 peer group,
the company has demonstrated solid growth of both its reserves and
production over the past four years through both organic
performance and acquisitions while maintaining competitive
operating metrics and leverage.

The property portfolio also contains good diversification across
five core areas in the U.S. and possesses a durable core of
production in the company's legacy Appalachian basin as well as
the Mid-Continent region.  While the East Texas reserves represent
approximately 45% of total reserves, the production profile is
well balanced among all of the assets, with no area currently
accounting for more than 26%.

The B1 CFR also considers the company's ownership interest in Penn
Virginia GP Holdings, L.P. PVG's primary asset is its ownership
interest in Penn Virginia Resource Partners, L.P., also a publicly
traded MLP.  As a result of its ownership interest, PVA received
$44 million in distributions for 2008, and is currently on a
$46 million run-rate basis based on Q1 '09 distributions.  This
steady stream of cash flows helps augment the cash flow generating
capabilities of the oil and gas operations.  Though also small in
terms of assets, PVR on a stand alone basis is comparable to a
B1/Ba3 rated MLP, given its manageable leverage and long
established coal related business in addition to the natural gas
midstream business.

The B1 is restrained by PVA's higher than historical leverage
levels, though still considered acceptable at the B1 rating.  Pro
forma for the company's recent equity offering, debt to proven
developed reserves is just over $8.00/boe, which is slightly above
the average for the B1 peer group.  On a debt/average daily
production basis, PVA compares favorably to the peer group;
however, if natural gas prices remain at their currently weak
levels, the company could outspend cash flow which may keep this
metric from staying comparatively lower.

The B1 also considers Moody's expectation that PVA's production
trends will plateau, if not decline, by year-end 2009 based on the
company's drastically reduced capital spending program.  While the
company has taken steps to preserve and enhance its overall
liquidity position by cutting capital spending by approximately
75% compared to 2008, Moody's estimate that this level of spending
will not be sufficient to maintain existing production and
possibly reserves.  While this production decline is to be
expected, it should still be in-line with the B1 rating.

The B1 is further restrained by Moody's expectation that the
company's cost structure is likely to increase.  The company's
very favorable finding and development benefits from a surge in
proven undeveloped reserves in 2008, which increased from about
41% of total proved reserves to 49%.  However, as the company
develops the PUDs, its F&D costs are likely to increase and put
pressure on the company's leverage full cycle ratio over the near-
term, barring any benefit from higher commodity prices.

Moody's views PVA's liquidity position as adequate to cover its
cash needs over the next 12 months.  On a consolidated basis, PVA
may outspend operating cash flow due to its capital spending
program and distributions for 2009.  However, the company's recent
equity issuance has improved liquidity and PVA currently has ample
availability under its credit facility (approximately $300 million
pro forma for the notes offering) in the event commodity prices
(particularly natural gas) remain weak and result in a funding
shortfall for the remainder of the year at the E&P operations.  At
the PVG level, the company's outspending of cash flows to fund
capital spending and distributions should be covered by the
current $200 million of availability under the PVR credit
facility.  While Moody's expects that maintenance covenants at
both the PVA and PVR levels will be met, covenants for the PVA
credit facility could get tight over the next four quarters if
commodity prices remain at current low levels for the remainder of
2009.

Penn Virginia Corporation, headquartered in Radnor, Pennsylvania,
is an independent oil and gas company primarily engaged in the
development, exploration, and production of natural gas and oil in
the East Texas, the Mid-Continent, Appalachian, Mississippi, and
Gulf Coast regions.  PVA also indirectly owns partner interests in
Penn Virginia Resource Partners, L.P. a publicly traded Master
Limited Partnership.  PVA's ownership interests in PVR are held
principally thorough its general partner interest and a 77%
limited partner interest in Penn Virginia GP Holdings, L.P.,
another publicly traded Master Limited Partnership.


PENN VIRGINIA: S&P Assigns 'BB-' Long-Term Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to oil and gas exploration and production
company Penn Virginia Corp.  The outlook is stable.  At the same
time, S&P assigned its 'BB-' issue-level rating, the same as the
corporate credit rating on the company, to PVA's proposed
$250 million senior unsecured notes due 2016.  The recovery rating
on this debt is '3', indicating expectations for meaningful (50%
to 70%) recovery of payment in a default.  S&P also assigned a 'B'
rating, two notches lower than the corporate credit rating, to
PVA's existing $230 million 4.5% convertible senior subordinated
notes due 2012.  The recovery rating is '6', indicating
expectations of negligible recovery in a payment default.  Pro
forma for its recent equity offering as of March 31, 2009, PVA has
$534 million in debt, excluding the debt at its partially owned
master limited partnership, Penn Virginia Resources Partners L.P.

"The ratings on PVA reflect the E&P industry's highly capital
intensive and cyclical nature; PVA's limited scale and product
diversity; and S&P's view that U.S. natural gas prices are likely
to remain weak in the near term," said Standard & Poor's credit
analyst David Lundberg.  "The ratings also reflect PVA's
competitive cost structure; relatively moderate financial
leverage; and the benefit received from the dividends upstreamed
from PVR."

Radnor, Pennsylvania-based PVA's primary business consists of its
E&P operations.  As of Dec. 31, 2008, PVA had 916 billion cubic
feet equivalent of total proved reserves, of which a low 51% were
developed.  First-quarter 2009 daily production averaged 152
million cubic feet equivalent, 86% of which was natural gas, 6%
natural gas liquids, and 7% crude oil.  Relative to peers in the
'BB' rating category, PVA's reserve base and production are small,
and the company is among the most levered to natural gas in the
peer group.

PVA maintains core operations in four geographic areas: the
MidContinent, East Texas, Mississippi, and Appalachia.  In
addition, it maintains a small presence in the Gulf Coast.  While
production is fairly evenly split between the four areas, PVA is
concentrating its 2009 drilling activities in its two most
profitable areas: the MidContinent and East Texas.

The outlook is stable.  Given the weak industry fundamentals and
the company's limited scale, any positive ratings action is
unlikely.  S&P would consider a negative ratings action if credit
measures worsen materially relative to S&P's current expectations,
whether due to the company incurring debt to finance capital
expenditures or acquisitions or due to S&P's lowering its natural
gas pricing assumptions.  Specifically, S&P would consider a
negative ratings action if debt to EBITDAX approaches 3.25x
(unless the debt to EBITDAX covenant is waived or amended, in
which case S&P's tolerance would increase somewhat), or if
liquidity materially worsens.


QUANTUM CORPORATION: Moody's Changes Default Rating to 'Ca/LD'
--------------------------------------------------------------
Moody's Investors Service revised the probability of default
rating for Quantum Corporation to Ca/LD, reflecting the limited
default which has occurred following completion of the previously
announced tender offer for its 4.375% Convertible Subordinated
Notes due 2010.  The PDR will revert back to Ca (still under
review) and the /LD designation will be removed in approximately 3
business days, consistent with Moody's practice for such deemed
distressed exchange transactions.  In addition, Moody's notes that
it is continuing its review of all ratings, with direction
uncertain, pending the outcome of additional actions required to
eliminate the potential accelerated maturity of the remaining
$208 million senior secured term loan in February 2010.

Upon closing of the tender process on June 3, 2009, approximately
$87 million of the original $160 million in aggregate principal
amount of the Subordinated Notes were validly tendered.  However,
the amount tendered falls short of the required $135 million that
is necessary to eliminate the accelerated maturity of the
remaining senior secured term loan.  Accordingly, Moody's expect
the company to take additional actions as needed to pay down the
remaining $48 million of principal amount necessary to reach the
$135 million threshold.

Successful completion of the required refinancing, combined with
the company's improving performance (e.g., cash flow from
operations and covenanted EBITDA of $88 million and $105 million,
respectively, during the fiscal year ended March 31, 2009, and
increased gross margins due to a favorable shift in sales mix,
traction from its new DXi7500 products and EMC partnership, and
cost reduction initiatives) and Moody's expectation of free cash
flow generation in 2009 should provide a positive ratings bias for
the company going forward.

The review will focus on the company's capital structure after
completion of the refinancing of the Subordinated Notes, its
prospective ability to further improve the liquidity profile by
increasing free cash flow in the midst of the current economic
downturn, and/or potentially selling certain assets, business
lines or the company as a whole, if necessary.  The review will
also continue to assess the company's ability to implement any
additional restructuring programs, manage working capital needs,
and maintain compliance with financial maintenance covenants under
the bank credit facility, which notably tightened beginning
March 30, 2009.

Ratings changed:

  -- Probability-of-default rating -- to Ca/LD from Ca

Ratings remaining under review direction uncertain:

  -- Corporate Family Rating of Caa1;

  -- Probability-of-default rating of Ca/LD;

  -- $160 million subordinated convertible notes due 2010
     (remaining balance of $73 million) of Caa3 (LGD 5, 75%);

  -- $50 million senior secured revolver expiring 2012 of B1 (LGD
     2, 17%);

  -- $400 million senior secured first lien facility due 2014
     (remaining balance of $208 million) of B1 (LGD 2, 17%);

The last rating action for Quantum Corporation was on March 31,
2009, when Moody's downgraded the PDR to Ca from Caa2 following
the announcement that the company had commenced a tender offer for
up to $142 million of principal amount of its Subordinated Notes.
In addition, Moody's revised its open review for possible
downgrade to a review with direction uncertain pending the
completion of the tender offer process.

With about $809 million in revenues for the twelve months ended
March 31, 2009, Quantum Corporation, headquartered in San Jose,
California, is a leading global data storage company offering a
broad portfolio of disk-based deduplication/replication, tape and
software products for backup, recovery and archive.


R. CHRISTOPHER WELBORNE: Case Summary & 4 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: R. Christopher Welborne
        862 Buffalo Nvno.
        Zionville, NC 28698

Bankruptcy Case No.: 09-50773

Chapter 11 Petition Date: June 4, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: David G. Gray, Esq.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  Email: judyhj@bellsouth.net

Total Assets: $1,218,350

Total Debts: $1,943,500

A full-text copy of Mr. Welborne's petition, including a list of
his 4 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/ncwb09-50773.pdf

The petition was signed by Mr. Welborne.


RADIATION THERAPY: Moody's Gives Neg. Outlook & Holds 'B2' Rating
-----------------------------------------------------------------
Moody's Investors Service revised the outlook of Radiation Therapy
Services, Inc., to negative from stable.  At the same time Moody's
affirmed the B2 Corporate Family Rating, B2 Probability of Default
Rating and the B1 rating on the credit facility.

The change in the outlook to negative reflects Moody's expectation
for reduced same-facility EBITDA over the next year as a result of
several factors including: 1) a meaningful decline in Medicare
reimbursement starting January 1, 2009; 2) weakness in patient
volumes (particularly in Radiation Therapy's Florida markets); 3)
increased exposure to bad debt related to the broader economy and
4) slowing benefit from deployment of advanced technologies.  The
negative outlook also reflects Moody's expectation for a weakening
liquidity profile including potential difficulty in obtaining
capital lease financing for equipment due to the broader credit
crisis.  Further, Moody's anticipates Radiation Therapy will
continue to pursue an acquisition and de novo strategy which could
heighten credit risk during this period of weakened liquidity and
operating uncertainty.

The B2 Corporate Family Rating primarily reflects Radiation
Therapy's considerable financial leverage and deterioration of
credit metrics following the February 2008 acquisition by Vestar
Capital Partners.  The ratings also reflect the limited absolute
scale of the company as well as its concentration of revenues by
payor (Medicare) and geography (Florida).  The ratings are
supported by Radiation Therapy's competitive position as the
largest pure-play national provider of radiation therapy to cancer
patients, as well as the strong underlying industry demand
fundamentals.  In addition, the ratings reflect the sizeable
equity investment contributed by Vestar and management.

Ratings affirmed:

  -- $60 million senior secured revolver due 2013: B1 (LGD3, 33%)

  -- $347 million senior secured term loan due 2014: B1 (LGD3,
     33%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

The ratings outlook is negative.

The last rating action was January 29, 2008 when Moody's assigned
Radiation Therapy's ratings in connection with its LBO.

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

Radiation Therapy is the largest owner and operator of radiation
treatment facilities in the US.  At March 31, 2009, the company
operated 97 facilities offering radiation therapy alternatives to
cancer patients ranging from conventional external beam radiation
to newer, technologically advanced options.  Moody's estimates
that the company's revenues for the twelve months ended March 31,
2009, were approximately $512 million.


REAL MEX: Pays President $500,000 as Initial Annual Base Salary
---------------------------------------------------------------
Real Mex Restaurants, Inc., entered into an employment agreement
with Richard Rivera in connection with Mr. Rivera's appointment as
president, chief executive officer and chairman of the board of
directors.

The agreement provides for a two-year term of employment with an
additional one-year evergreen renewal for which either party has
the option not to renew upon 90 days prior notice.  Mr. Rivera has
agreed to an initial annual base salary of $500,000, to be
reviewed and adjusted annually, and an annual performance bonus
which will be in a range of up to 150% of his base salary then in
effect under the Company's senior management bonus plan.

In addition, Mr. Rivera will participate in an equity or profit
sharing plan based on improvements to equity value during the next
three years, the details of which will be set forth in a separate
agreement.  In the event Mr. Rivera is terminated without cause,
resigns within 30 days after a change in control or resigns for
good reason, he will be entitled to six months of his base salary
in effect at the time of termination, payment of premiums for
COBRA coverage for a twelve-month period, and pro rata vesting in
the equity/profit sharing plan, on a three-year straight-line
monthly basis through the date of termination.

Mr. Rivera will be reimbursed up to $50,000 per year, on an after
tax basis, for expenses related to renting a home in California
and travel between the Company's office and Mr. Rivera's home in
Florida.

                 About Real Mex Restaurants, Inc.

Headquartered in Cypress, California, Real Mex Restaurants, Inc. -
- http://www.realmexrestaurants.com/-- is a full-service Mexican
casual dining restaurant chain operator in the United States.  As
of December 28, 2008, the Company had 190 restaurants, located in
California.  Its four primary restaurant concepts, El Torito, El
Torito Grill, Chevys Fresh Mex and Acapulco Mexican Restaurant,
offer a variety of Mexican dishes and a selection of alcoholic
beverages, seven days a week for lunch and dinner, as well as
Sunday brunch.  The Company's three major subsidiaries are El
Torito Restaurants, Inc., Acapulco Restaurants, Inc., Chevys
Restaurants LLC, and a purchasing, distribution, and manufacturing
subsidiary, Real Mex Foods, Inc.

At March 29, 2009, the company's balance sheet showed total assets
of $287.3 million, total liabilities of $272.9 million and
stockholders' equity of about $14.4 million.

                           *     *     *

As reported in the Troubled Company Reporter on November 26, 2008,
Moody's Investors Service raised Real Mex Restaurants, Inc.'s
probability of default rating and corporate family rating to Caa2
from Caa3, while affirming its $105 million senior secured notes
at B2.  The rating outlook is negative.  Concurrently, its
Speculative Grade Liquidity rating was affirmed at SGL-4,
indicating expected weak liquidity in the next twelve months.


REVE SPC: S&P Withdraws 'CCC-' Rating on 2007-42 Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on REVE
SPC's leveraged super-senior notes series 2007-42.  The rating was
on CreditWatch negative before the withdrawal.

S&P withdrew the rating after receiving notice of the full paydown
of the principal balance of the notes.

                      Rating Withdrawn

                             REVE SPC
                     LSS notes series 2007-42

                             Rating
                             ------
                Class       To      From
                -----       --      ----
                Notes       NR      CCC-/Watch Neg

                          NR-Not rated.


REXNORD LLC: Posts $7.8 Million Net Loss in Quarter Ended March 31
------------------------------------------------------------------
Rexnord LLC reported summary results for the fourth fiscal quarter
and full year ended March 31, 2009.

Net loss in the fourth quarter of fiscal 2009 was $7.8 million
compared to net income of $11.7 million in the fourth quarter of
fiscal 2008.  The fourth quarter net loss included a $20.9 million
restructuring charge and a $19.5 million intangible asset
impairment charge.

Net loss in fiscal 2009 was $394.3 million compared to a net
income of $40.9 million in fiscal 2008.  The net loss in fiscal
2009 includes $422 million of intangible asset and goodwill
impairment charges and $24.5 million of restructuring charges.

At the end of fiscal 2009, the Company had total debt of
$2.1 billion, an increase of $116.0 million from March 31, 2008.
Total debt at March 31, 2009, includes $7.3 million of debt
assumed through the February 27, 2009, acquisition of Fontaine.
The remaining increase in debt is due to: (1) in October 2008, the
Company borrowed $47.5 million from its revolving credit facility
to increase its cash position and to preserve financial
flexibility in light of the uncertainty in the capital and credit
markets, and (2) during the fourth quarter of fiscal 2009, the
Company borrowed $65.2 million from its revolving credit facility
and its accounts receivable securitization program to make
dividend payments to its indirect parent, Rexnord Holdings, Inc.
and purchase stock of Fontaine-Alliance Inc. and affiliates.

The Company had cash of $277.5 million at March 31, 2009, an
increase of $135.6 million from March 31, 2008.

At March 31, 2009, the company's balance sheet showed total assets
of $3.2 billion, total debts of $2.1 billion and stockholders'
equity of $157.4 million.

A full-text copy of the 10-K filing is available for free at
http://ResearchArchives.com/t/s?3d87

                       About Rexnord LLC

Milwaukee, Wisconsin-based Rexnord LLC -- http://www.rexnord.com/
and http://www.zurn.com/-- is a diversified, multi-
platform industrial company comprised of two key platforms of
power transmission and water management products.

                           *     *     *

As reported in the Troubled Company Reporter on May 5, 2009,
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Rexnord LLC to 'B' from 'SD' (selective default).
At the same time, S&P affirmed the issue-level ratings on the
company's rated debt.  The outlook is negative.


RONNIE EARL WRENN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Ronnie Earl Wrenn
               Ella Swanson Wrenn
               119 Dorsey Rd
               Louisburg, NC 27549

Bankruptcy Case No.: 09-04623

Chapter 11 Petition Date: June 4, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtors' Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  Email: efile@stubbsperdue.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
their 20 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nceb09-04623.pdf

The petition was signed by the Joint Debtors.


RZ REAL ESTATE: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: RZ Real Estate Investment, LLC
        122 W. Capitol Drive
        Milwaukee, WI 53212

Bankruptcy Case No.: 09-28035

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
   Real Estate Holding, LLC                        09-28036

Chapter 11 Petition Date: June 4, 2009

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

Debtor's Counsel: Russell C. Brannen, Esq.
                  Brannen Law Center, S.C.
                  P.O. Box 1527, Suite 101
                  200 S. Executive Drive
                  Brookfield, WI 53005-1527
                  Tel: (262) 827-4669
                  Fax: (414) 789-6699
                  Email: russ@brannen-law.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
5 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/wieb09-28035.pdf

The petition was signed by Chaudhry Asif Rana, managing member of
the Company.


SAN MARINO NAPLES: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: San Marino Naples, LLC
        401 Commercial Court, Suite A
        Venice, FL 34292

Bankruptcy Case No.: 09-11759

Chapter 11 Petition Date: June 4, 2009

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

Judge: K. Rodney May

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

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/flmb09-11759.pdf

The petition was signed by Berry Taylor, manager of the Company.


SCOTTISH RE: S&P Withdraws 'CC' Counterparty Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all of its
ratings on Scottish Re Group Ltd. and related entities.
Subsequently, S&P withdrew all of the ratings at the company's
request.  S&P affirmed and then withdrew the 'CC' counterparty
credit rating on SRGL, the 'C' rating on SRGL's US$125 million
variable rate noncumulative perpetual preferred stock, and the
'CCC-' counterparty credit and financial strength ratings on
Scottish Annuity & Life Insurance Co. (Cayman) Ltd.  Standard &
Poor's also affirmed and then withdrew the 'CCC-' senior secured
rating on the Stingray Pass-Through Trust US$325 million 5.902%
collateral facility securities due January 2015 secured by funding
agreements issued by SALIC.  In addition, S&P affirmed and then
withdrew the 'R' counterparty credit and financial strength
ratings on Scottish Re (U.S.) Inc. and the 'CCC' counterparty
credit and financial strength ratings on Scottish Re Life Corp.

"We believe there is enough market interest in the $125 million of
securities issued by SRGL and the $325 million of debt secured by
funding agreements issued by SALIC for maintaining unsolicited
ratings on these entities," said Standard & Poor's credit analyst
Robert Hafner.  "However, S&P believes there will be insufficient
public information available to maintain the ratings."


SIMTROL INC: Completes Sale of $562,250 of Participation Interests
------------------------------------------------------------------
Simtrol, Inc., disclosed on a filing with the Securities and
Exchange Commission that on May 29, 2009, the Company completed
the sale of $562,250 of Participation Interests in a secured
master promissory note to accredited private investors.

The net proceeds of this offering will be used for working capital
and general corporate purposes.  Important terms of the Master
Note include:

   -- The Master Note bears interest at the rate of 22% per annum,
      is payable six months from the issue date and can be pre-
      paid at any time.  Accrued interest is payable in cash on
      the Maturity Date.

   -- The Maturity Date of the Master Note may be extended by the
      Company for two 30-day periods.  If the Company elects to
      extend the Maturity Date, the Company will pay a 5%
      Extension Fee at the conclusion of each such 30-day
      Extension Period, payable at the option of the Company in
      cash or the Company's common stock.  By way of example, if
      the outstanding balance of the Master Note is $22,500, the
      Company would pay an Extension Fee of $1,125.  If the
      Extension fee is paid in common stock, the common stock will
      be deemed to have a value per share equal to the greater of
      $0.375 or the 10-day simple average of closing prices on the
      Over The Counter Bulletin Board for the 10 trading days
      preceding the date the payment is due.

   -- The Master Note is secured by all of the Company's cash and
      cash equivalents, accounts receivable, prepaid assets, and
      equipment.  The Master Note and Participation Interests will
      be convertible into equity securities on these terms:

   -- If the Company closes a Qualifying Next Equity Financing
      before the Maturity Date, the then-outstanding balance of
      principal and accrued interest on the Master Note will
      automatically convert into shares of the Next Equity
      Financing Securities the Company issues.  Next Equity
      Financing Securities means the type and class of equity
      securities that the Company sells in a Qualifying Next
      Equity Financing or a Non-Qualifying Next Equity Financing.
      If the Company sells a unit comprising a combination of
      equity securities, then the Next Equity Financing Securities
      will be deemed to constitute that unit.  Upon conversion,
      the Company would issue that number of shares of Next Equity
      Financing Securities equal the quotient obtained by dividing
      the then-outstanding balance of principal and accrued
      interest on the Master Note by the price per share of the
      Next Equity Financing Securities.

   -- If the Company closes a "Non-Qualifying Next Equity
      Financing" before the Maturity Date, the then-outstanding
      balance of principal and accrued interest represented by a
      Participation Interest can be converted, at the option and
      election of the investor, into shares of the Next Equity
      Financing Securities the Company issues.

   -- A Qualifying Next Equity Financing means the first bona
      fide equity financing occurring subsequent to the date of
      issue of the Master Note in which the Company sells and
      issues any securities for total consideration totaling not
      less than $2.0 million in the aggregate, including the
      principal balance and accrued but unpaid interest to be
      converted on all its outstanding Participation Interests in
      the Master Note, at a price per share for equivalent shares
      of common stock that is not greater than $0.375 per share.

   -- A Non-Qualifying Next Equity Financing means that the
      Company completes a bona fide equity financing but fails to
      raise total consideration of at least $2.0 million, or the
      price per share for equivalent shares of common stock is
      greater than $0.375 per share.

   -- At any time prior to payment in full of this Note, an
      Investor may convert all, but not less than all, of such
      Investors interest in this Note into that number of Series C
      Preferred Stock Units equal to (A) the principal balance
      plus accrued but unpaid interest hereunder due and payable
      to the investor in accordance with such Investor's
      Participation Interest, divided by (B) $750.  Each Series C
      Preferred Stock Unit comprises one share of its Series C
      Convertible Preferred Stock and detachable five-year
      warrants to acquire 2,000 shares of its common stock at an
      exercise price of $0.375 per share.

The Investor Warrants have a term ending on the earlier to occur
of (i) the fifth anniversary of the Investor Warrant issue date;
or (ii) the closing of a change of control event.  The Investor
Warrants will have a cashless exercise feature and anti-dilution
provisions that adjust both the exercise price and quantity if
subsequent equity offerings are completed where Simtrol issues
common stock at a lower effective price per share than the
exercise price.

                        About Simtrol Inc.

Headquartered in Norcross, Georgia, Simtrol Inc. (OTC BB: SMRL)
-- http://www.simtrol.com/-- is a developer of software that
manages controllable devices such as display monitors, video
cameras, and medical equipment for diverse markets such as digital
signage, security and surveillance, and healthcare.

                       Going Concern Doubt

On March 27, 2009, Marcum & Kliegman LLP in New York City raised
substantial doubt about Simtrol Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the years ended December 31, 2008, and 2007.

As of March 31, 2009, the Company had cash and cash equivalents
totaling $389,003 and working capital of $258,961.  Since
inception, the Company has not achieved a sufficient level of
revenue to support its business and incurred a net loss of
$882,733 and used net cash of $595,501 in operating activities
during the three months ended March 31, 2009.  The Company will
require additional funding to fund its development and operating
activities during the second quarter of 2009.  If no source of
additional cash is available to the Company, then the Company
would be forced to significantly reduce the scope of its
operations or possibly seek court protection from creditors or
cease business operations altogether.


SMITH MINING: Court Says Fuel Supplier Payments Were Preferences
----------------------------------------------------------------
WestLaw reports that the payments made by a Chapter 11 debtor to
its fuel supplier during the preference period were not made in
the ordinary course of business between the debtor and the
supplier or according to ordinary business terms. The payments
thus were not protected from avoidance under the ordinary course
of business defense to the trustee's preferential transfer claims.
The average 67-day period for the payment of the debtor's invoices
after receipt increased to 76 days, and the debtor's regular
practice of paying outstanding invoices first changed once the
debtor began experiencing cash flow problems and the supplier
threatened to suspend fuel deliveries unless the debtor made
payment for the current fuel deliveries immediately.  In re Smith
Min. and Material, LLC, --- B.R. ----, 2009 WL 1401507 (Bankr.
W.D. Ky.).

Based in Louisville, Kentucky, Smith Mining and Materials, LLC, is
a limited liability company formed on December 16, 2004, whose
main business activity is the mining and crushing of limestone
rock.  In 2005 it mined and sold over 800,000 tons of limestone
and crushed rock.  Its operations is located at a 226-acre rock
quarry which it owns and employed approximately 25 individuals.

The Debtor filed for Chapter 11 protection on February 9, 2006.
(Bankr. W.D. Ky. Case No. 06-30260).  Dean A. Langdon, Esq., Laura
Day DelCotto, Esq., and M. Tyler Powell, Esq., at Wise DelCotto
PLLC, represent the Debtor.  On April 24, 2006, the Bankruptcy
Court confirmed J. Bruce Miller, Esq., as Smith Mining's Chapter
11 Trustee.  Kenneth C. Henry of RTL Recovery Group, Inc., gives
financial advice to the Chapter 11 Trustee.  When the Debtors
filed for protection from their creditors, they listed estimated
total assets at $10 million to $50 million and $10 million to
$50 million in total debts.


SPANSION INC: Court Denies Patent Settlement Deal With Samsung
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has denied
Spansion, Inc.'s motion for authorization to enter into a
settlement of litigation with, and license of intellectual
property to, Samsung Electronics Co., Inc.

As reported in the Troubled Company Reporter on May 27, 2009, the
Ad Hoc Consortium of Floating Rate Noteholders balked at a
$70 million settlement agreement between Spansion Inc. and Samsung
Electronics Co., Ltd.  The group related that while it continues
to review the adequacy of the proposed agreement between the
Debtors and Samsung, the group firmly believes that the structural
problems with the Agreement render it not in the paramount
interest of creditors, as required by law, and thus should not be
approved by the Court.

Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, PLLC,
in Wilmington, Delaware, counsel to the Ad Hoc Consortium, said
the Settlement Agreement involves some very difficult issues for
the Court to resolve, which may be categorized as structural
issues and evaluation of the settlement quantum.  Mr. Horan
asserted there are three primary structural problems with the
Settlement Agreement:

   (i) The forms of "mutual release" ending the litigation are
       entirely unbalanced.  The Debtors, on the one hand,
       provide Samsung an all-encompassing, royalty free world-
       wide license in perpetuity, covering all intellectual
       property now owned or created or acquired in the future.
       Samsung, on the other hand, furnishes the Debtors only a
       "Covenant Not to Assert" that is limited only to
       intellectual property held by Samsung's "Semi-Conductor"
       business unit;

  (ii) While Samsung agrees not to sue Spansion "personally," the
       Settlement Agreement does not preclude Samsung from suing
       any distributor, reseller, retailer or customer of a
       Spansion product employing an element that allegedly
       infringes on a Samsumg patent; and

(iii) Samsung's Covenant Not to Assert evaporates by its terms
       upon a "Change of Control," which is defined to include a
       broad-spectrum of Merger & Acquisition transactions.

In November 2008, Spansion filed a patent infringement complaint
against Samsung with the International Trade Commission.  The
complaint seeks the exclusion form the United States market of
more than 100 million mp3 players, cell phones, digital cameras
and other consumer electronic devices containing Samsung's flash
memory components.  The Debtors had alleged in the ITC Action that
those components infringe on four of their patents relating to
"floating gate" technology.

Simultaneously with the ITC Action, the Debtors filed a patent
infringement lawsuit against Samsung in the Bankruptcy Court,
seeking both an injunction and damages for alleged violations
relating to Samsung Flash Memory.  Samsung filed counter-claims in
the Delaware Action, alleging that the Debtors are infringing five
Samsung patents and seeking injunction and damages for the alleged
violations.  In addition, Samsung filed a patent infringement
action against the Debtors' Japanese subsidiary, Spansion Japan
Limited, seeking an injunction against Spansion Japan from
manufacturing and selling certain products that allegedly infringe
on Samsung's intellectual property as well as the destruction of
all those products.

The Debtors said they have spent millions of dollars preparing for
and litigating the ITC Action and the Delaware Action.  The
Debtors estimate that the litigation costs to them of the Actions
will be approximately $15,000,000 per year for the next three to
five years.

The Debtors and Samsung had a series of discussions about settling
the ITC Action, the Delaware Action and the Japanese Action and
entering into licenses for, and covenants not to sue with respect
to, each other's semiconductor-related intellectual property.

Under the Agreement, the parties agree to dismiss the ITC Action,
the Delaware Action and the Japanese Action.  The Debtors will
grant Samsung a non-exclusive, worldwide, fully paid-up, royalty-
free, perpetual and irrevocable license to all of their existing
and future patent and patent applications.  The Debtors also
covenant not to sue Samsung or its subsidiaries, distributors,
resellers, retailers and customers in connection with the use of
any products or sevices of Samusng or its subsidiaries under the
licensed patents.

In exchange, Samsung will pay the Debtors $70,000,000.  Of this
amount, $40,000,000 will be paid within 10 days after the order
approving the motion has become final, non-appealable and the ITC
Action, the Delaware Action and the Japanese Action have been
dismissed.  The remaining $30,000,000 will be paid over six months
in monthly $5,000,000 increments commencing 30 days after the
initial payment is made.  In addition, Samsung covenants not to
assert the patent and patent applications owned by it and
controlled by its Semiconductor Division against the Debtors and
their subsidiaries personally with respect to any product they
make and sell exclusively under a brand they own or control.

A full-text copy of the Settlement Agreement is available for
free at http://bankrupt.com/misc/Spansion&SamsungAgreement.pdf

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total
debts of $2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had $10 million to $50 million in assets and
$50 million to $100 million in debts.


SYNAGRO TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Synagro Technologies Inc. to 'CCC+' from
'SD' (selective default).  The outlook is negative.

At the same time, Standard & Poor's raised the issue rating on the
company's $115 million second-lien term loan to 'CCC-' (two
notches below the corporate credit rating) from 'D'.  The recovery
rating on the second-lien loan is '6' indicating S&P's expectation
of negligible recovery (0% to 10%) in the event of a payment
default.  S&P also raised the issue rating on the company's
$390 million senior secured first-lien facilities to 'CCC+' (same
as the corporate credit rating) from 'CC', and removed the rating
from CreditWatch, where it was placed with developing implications
on March 27, 2009.  The recovery rating on the first-lien loan is
'3', indicating S&P's expectation of meaningful recovery (50% to
70%) in the event of a payment default.

"The rating actions reflect our reassessment of default risk and
recovery prospects under the new capital structure after Synagro's
purchase and retirement of about $35 million in face value of
second-lien debt for a cash consideration of approximately
$14 million.  The 'SD' corporate credit rating reflected S&P's
view that the exchange was distressed with the debtholders
receiving a value significantly less than par," said Standard &
Poor's credit analyst Ket Gondha.

The rating action recognizes that the transaction results in
additional headroom to the covenants and reduces interest expense
by trimming debt levels; however, the changes are relatively minor
given the company's large debt levels.


TARRAGON CORP: Regions Borrowers Have Until Aug. 10 to File Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
extended One Las Olas, Ltd., and Central Square Tarragon LLC's --
the Regions' Borrowers -- exclusive period to propose a plan to
August 10, 2009, and their exclusive period to solicit acceptances
of that plan to October 9, 2009.

Regions Bank's request for dismissal or conversion of the Regions
Borrowers' Chapter 11 cases was denied by the Court.

As reported in the Troubled Company Reporter on May 14, 2009, the
Bankruptcy Court extended Tarragon Corp. and its debtor-
affiliates' exclusive periods to propose and solicit acceptances
of a plan, with the exception of the Regions Borrowers, to
August 10, 2009, and October 9, 2009, respectively.  The motion as
it related to the Regions Borrowers was adjourned to May 14, 2009,
due to the objection of Regions Bank with respect to the Regions
Borrowers.

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.

Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  Daniel A.
Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New
York, represents the Official Committee of Unsecured Creditors
appointed in the case.  Tarragon has said equity holders are out
of the money with regard to its bankruptcy case.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


THURSTON HIGHLAND: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Thurston Highland Associates LLC
        4200 6th Ave SE, Suite 301
        Lacey, WA 98503

Bankruptcy Case No.: 09-44002

Chapter 11 Petition Date: June 4, 2009

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Timothy W. Dore, Esq.
                  dore@ryanlaw.com
                  Ryan Swanson & Cleveland PLLC
                  1201 3rd Ave., Ste. 3400
                  Seattle, WA 98101-3034
                  Tel: (206) 464-4224

Estimated Assets: $50 million to $100 million

Estimated Debts: $10 million to $50 million

The Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
KPFF Consulting Engineers      services          $137,936
4200 - 6th Ave SE #309
Lacey, WA 98503
Tel: (360) 292-7230

City of Yelm                   services          $121,500
PO Box 479
Yelm, WA 98597
Tel: (360) 458-3835

Thurston County Treasurer      taxes             $65,942
2000 Lakerridge Dr SW
Olympia, WA 98502
Tel: (360) 786-5550

Brown & Caldwell               services          $54,921

Schwabe Williamson & Wyatt     services          $42,744

Pacific Groundwater Group      services          $18,630

Vicki Morris Consulting Svcs   services          $13,287

Arcadia Drilling Inc.                            $11,195

Insight Geologic Inc.                            $7,317


Robinson Noble                  services         $6,746

Transportation Engineering      planning         $4,887

Property Counselors             services         $4,375

Anthony Burgess Consulting Inc                   $4,050

Environ                         services         $3,583

Mutual of Enumclaw Insurance                     $3,285

Robert W Droll Landscape Arch                    $2,135

The Williams Group              services         $1,807

Gordon Thomas Honeywell         services         $1,375

Herrera Environmental           services         $1,320

RJD Construction Consultants                     $810

The petition was signed by Steven L. Chamberlain, manager.


TRAVELPORT HOLDINGS: Moody's Withdraws Ratings on $1.1 Bil. Loan
----------------------------------------------------------------
Moody's Investors Service has withdrawn the rating for Travelport
Holdings Limited's $1.1 billion PIK loan due 2012.  The rating has
been withdrawn because Moody's believes it lacks adequate
information to maintain a rating.

The last rating action was on November 18, 2008, when Moody's
revised the rating outlook of Travelport Holdings Ltd. and its
primary debt issuing subsidiary, Travelport LLC, to negative from
stable while affirming the corporate family rating at B2.

Headquartered in Parsippany, New Jersey, Travelport provides
travel services, including those through its global distribution
system and GTA, its group travel and wholesale hotel business.


TROPICANA ENTERTAINMENT: NJ Debtors Get Final OK to Use Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey permitted
Adamar of New Jersey, Inc. and Manchester Mall, Inc., dba
Tropicana Casino and Resort - Atlantic City, to use the cash
collateral of their Prepetition Lenders, on a final basis.  Any
objections that have not been previously resolved or withdrawn are
overruled on their merits.

The Prepetition Lenders are granted, pursuant to Section 363(e)
of the Bankruptcy Code, adequate protection of their interest in
the Prepetition Collateral to the extent of diminution in value,
including for the use of Cash Collateral, the use, sale, lease,
depreciation or other diminution in value of the Prepetition
Collateral other than the Cash Collateral, and the imposition of
the automatic stay.

The New Jersey Debtors are authorized to use all Cash Collateral
of the Prepetition Lenders from the Petition Date through and
including the Termination Date for general corporate purposes and
costs and expenses related to their Chapter 11 cases in
accordance with the terms and conditions of the prepared Budget
and the Final Order.  The New Jersey Debtors will use any cash
that is not Cash Collateral before the use of the Cash Collateral,
and that cash will be also used with the terms and conditions of
the Budget and the Final Order.

The Prepetition Lenders are also granted, subject to payment of
the Carve Out, a superpriority claim as provided for in Section
507(b) of the Bankruptcy Code with priority in payment over any
and all administrative expenses of the kinds specified or ordered
under any provision of the Bankruptcy Code.

Except in the event of a sale of all or substantially all of the
New Jersey Debtors' assets to the Prepetition Lenders pursuant to
Section 363(k) of the Bankruptcy Code, the New Jersey Debtors are
authorized and directed to pay to the Prepetition Agent, for the
benefit of the Prepetition Lenders, 100% of the Net Cash Proceeds
and any other consideration received in connection with any sale
of the business of or the assets of the New Jersey Debtors.

A full-text copy of the Final Order, including the Budget, is
available at no charge at:

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

                   About Tropicana Entertainment

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

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

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

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

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

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

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


TROPICANA ENTERTAINMENT: July 17 Set as NJ Debtors' Bar Date
------------------------------------------------------------
Adamar of New Jersey, Inc. and Manchester Mall, Inc., dba
Tropicana Casino and Resort - Atlantic City, sought and obtained
an order from the U.S. Bankruptcy Court for the District of New
Jersey setting:

  (i) July 17, 2009, as the General Bar Date for persons and
      entities holding a claim against the New Jersey Debtors
      that arose before the Petition Date;

(ii) September 18, 2009, as the Governmental Unit Bar Date for
      filing proofs of claim by a governmental unit; and

(iii) July 17, 2009, as the Section 503(b)(9) Claims Bar Date
      for holders of claim against the New Jersey Debtors
      entitled to an administrative expense priority under
      Section 503(b)(9) of the Bankruptcy Code for goods
      received by the New Jersey Debtors in the ordinary course
      of business within 20 days before the Petition Date.

                   About Tropicana Entertainment

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

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

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

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

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

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

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


TXCO RESOURCES: U.S. Trustee Forms 11-Member Creditors' Committee
-----------------------------------------------------------------
Charles F. McVay, the United States Trustee for Region 7,
appointed 11 creditors to serve on the Official Committee of
Unsecured Creditors in TXCO Resources Inc. and its debtor-
affiliates' Chapter 11 cases.

The members of the Committee are:

  1) MTZ Vacuum Services
     P.O. Box 155
     Uvalde, TX 78802
     Tel: (830) 486-9722
     Fax: (830) 278-4647

  2) Halliburton Energy Services, Inc.
     10200 Bellaire Blvd., Suite 3NE-17E
     Houston, TX 77072-5206
     Tel: (281) 575-4653
     Fax: (281) 575-4754

  3) WTG Gas Marketing, Inc.
     211 N. Colorado
     Midland, TX 79707
     Tel: (432) 682-6311
     Fax: (432) 682-4024

  4) Baker Hughes Oilfield Operations, Inc.
     2929 Allen Parkway, Suite 2100
     Houston, TX 77019
     Tel: (713) 439-8774
     Fax: (281) 582-4031

  5) McGuire Industries, Inc.
     2416 W. 42nd Street
     Odessa, TX 79764
     Tel: (432) 550-4141
     Fax: (432) 362-2379

  6) Standard Tube Company
     10307 Windfern Rd.
     Houston, TX 77064
     Tel: (210) 832-9030
     Fax: (210) 824-1151

  7) Precision Gas Well Testing L.P.
     2029 FM 1301
     Wharton, TX 77488
     Tel: (979) 531-8141
     Fax: (979) 531-8121

  8) Patterson-UTI Drilling Company, LLC
     450 Gears Road, Suite 500
     Houston, TX 77067
     Tel: (281) 765-7152
     Fax: (281) 765-7175

  9) Smith International, Inc., Thomas Energy
     and Wireline Control Systems
     16740 E. Hardy Street
     Houston, TX 77032
     Tel: (832) 601-3059
     Fax: (281) 233-9515

10) Strata Directional Tech & Allis Chalmers
     Tubular Services
     911 Regional Park Dr.
     Houston, TX 77060
     Tel: (281) 951-2459
     Fax: (281) 951-2113

11) Innovative Energy Services, Inc.
     5250 FM 2855
     Katy, TX 77493
     Tel: (281) 994-5428
     Fax: (281) 994-5410 Fax

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

                        About TXCO Resources

TXCO Resources is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma. TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W. D. Tex. Case No. 09-51807).  The Debtors
propose to hire Deborah D. Williamson, Esq., and Lindsey D.
Graham, Esq., at Cox Smith Matthews Incorporated as general
restructuring counsel; Fulbright and Jaworski, L.L.P., as
corporate counsel & conflicts counsel; Albert S. Conly as chief
restructuring officer and FTI Consulting Inc. as financial
advisor; Goldman, Sachs & Co. as financial advisor for assets
sale; Global Hunter Securities, LLC, as financial advisors and
investment bankers; and Administar Services Group LLC as claims
agent.  As of March 31, 2009, the Debtors listed total assets:
$431,898,000 and total debts of $323,833,000.


UAL CORP: To Hold Annual Stockholders Meeting on June 11
--------------------------------------------------------
In a regulatory filing with the United States Securities and
Exchange Commission, UAL Corporation disclosed that its 2008
annual meeting of stockholders will be held on June 11, 2009, at
9:00 a.m., at 1200 E. Algonquin Road, in Elk Grove Village,
Illinois.

At the meeting, shareholders will be asked to:

(a) elect members of the board of directors, including:

     * 10 directors, to be elected by holders of Common Stock;

     * an Air Line Pilots Association, International director,
       to be elected by the holder of Class Pilot MEC Junior
       Preferred Stock; and

     * an International Association of Machinists and
       Aerospace Workers director, to be elected by the holder
       of Class IAM Junior Preferred Stock.

(b) ratify the appointment of independent registered public
     accountants for 2009; and

(c) vote on any other matters that may be properly brought
     before the meeting.

Individuals who hold UAL shares at the close of business on
April 13, 2009, are entitled to vote.

                 Board of Directors Nominees

Paul R. Lovejoy, senior vice president, general counsel and
secretary of UAL, disclosed that each board of directors nominee
was previously elected or appointed by the holders of the
applicable class of stock and has served continuously as a
director since the date of his or her first election or
appointment:

(1) Richard J. Almeida
(2) Mary K. Bush
(3) W. James Farrell
(4) Walter Isaacson
(5) Robert D. Krebs
(6) Robert S. Miller
(7) James J. O'Connor
(8) Glenn F. Tilton
(9) David J. Vitale
(10) John H. Walker

If a nominee unexpectedly becomes unavailable before election, or
the company is notified that a substitute nominee has been
selected, votes will be cast pursuant to the authority granted by
the proxies from the holders for the person who may be designated
as a substitute nominee.

One ALPA director is to be elected by the United Airlines Pilots
Master Executive Council of the Air Line Pilots Association,
International, the holder of Class Pilot MEC Junior Preferred
Stock.  The ALPA-MEC has nominated and intends to re-elect
Stephen A. Wallach as the ALPA director.

One IAM director is to be elected by the International
Association of Machinists and Aerospace Workers, the holder of
Class IAM Junior Preferred Stock.  The IAM has nominated and
intends to re-elect Stephen R. Canale as the IAM director.

              Ratification of Deloitte & Touche

Mr. Lovejoy stated that subject to ratification by the
stockholders, the Audit Committee has appointed Deloitte & Touche
LLP as the company's independent registered public accounting
firm to audit the company's consolidated financial statements for
fiscal year 2009.  Deloitte & Touche LLP has served as the
Company's independent auditors since 2002.  It is anticipated
that representatives of Deloitte & Touche will be present at the
Annual Meeting and will have the opportunity to make a statement,
if they desire to do so, and will be available to respond to
appropriate questions from those attending the Annual Meeting.

                     Stockholder Proposal

Mr. Lovejoy said that if a stockholder of record wishes to submit
a proposal for inclusion in next year's proxy statement, the
proposal must be received by the company no later than December
25, 2009, and comply with SEC rules.  Failure to otherwise comply
with SEC rules will cause the proposal to be excluded from the
proxy materials.  All notices must be submitted to Mr. Lovejoy.

Additionally, the company must receive notice of any stockholder
proposal to be submitted at next year's annual meeting of
stockholders by February 11, 2010, or the proposal will be
considered untimely and the persons named in the proxies
solicited by management may exercise discretionary voting
authority with respect to the proposal.

To propose business or nominate a director at the 2010 annual
meeting, proper notice must be submitted by a stockholder of
record no later than February 11, 2010 in accordance with the
company's bylaws.  The notice must contain the information
required by the Bylaws.  No business proposed by a stockholder
can be transacted at the annual meeting, and no nomination by a
stockholder will be considered, unless the notice satisfies the
requirements of the Bylaws.  If the company does not receive
notice of any other matter wish to be raised at the annual
meeting in 2009 on or before February 11, 2010, the Bylaws
provide that the matter will not be transacted and the nomination
will not be considered.

A full-text copy of UAL's Proxy Statement is available for free
at the SEC: http://ResearchArchives.com/t/s?3d3d

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: UMB Bank Lawsuit Status Hearing Continued to June 24
--------------------------------------------------------------
Judge Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois directed parties in:

   (i) United Air Lines vs. UMB Bank, NA, as successor indenture
       trustee, and

  (ii) City of Los Angeles against United and UMB,

to file with the Court a specification of those counts of the
adversary proceedings, if any, that the party believes remain
subject to adjudication on the merits.

Judge Wedoff noted that the United States Court of Appeals for
the Seventh Circuit issued its decision in United Air Lines,
Inc., v. Regional Airports Improvement Corp. et al., Nos. 08-
2736, 08-2752, 08-2824 & 08-2905 on May 5, 2009; and the Seventh
Circuit's decision may have the effect of rendering moot some or
all of the issues involved in the adversary proceedings.  The
Seventh Court's May 5, 2009 Order reversed the Bankruptcy Court's
judgment regarding the value of UMB's collateral and held that
UMB was fully secured.

             United: Court Should Defer Adjudication

Representing United, Micah E. Marcus, Esq., at Kirkland & Ellis
LLP, in Chicago, Illinois, reminds the Court that United's
Amended Complaint against UMB asserts two causes of action in
connection with an Escrow Agreement and Lien, which purport to
grant the holders of the RAIC Bonds a security interest in $20
million of "rent credits" owed to United by the City of Los
Angeles.  Under the Amended Complaint, United alleges that the
Escrow Agreement and Lien are avoidable as fraudulent transfers
pursuant to Section 548 of the Bankruptcy Code or preferential
transfers pursuant to Section 547 of the Bankruptcy Code.

Mr. Marcus says that at first glance, the Seventh Circuit's
Opinion appears to render United's fraudulent transfer and
preferential transfer claims moot.  Upon closer examination, it
becomes clear that even in light of the Seventh Circuit's
Decision, the Bankruptcy Court's resolution of United's Sections
548 and 547 claims is still necessary and relevant, he points
out.  He relates that United believes that the Seventh Circuit
overlooked several outcome determinative facts and thus filed a
petition for rehearing in the Seventh Circuit.  He notes that
whether or not the Seventh Circuit rejects the Petition, the
Bankruptcy Court's resolution of the Section 548 and 547 claims
is necessary to determine (i) the extent to which UMB is
oversecured, or (ii) whether UMB's collateral includes the $20
million subject to the Escrow Agreement and Lien in addition to
the value of United's leasehold in the RAIC Facilities.  Without
an answer to that question, the Bankruptcy Court cannot determine
the extent to which UMB is entitled to postpetition interest, and
the amount of the interest, he says.

Mr. Marcus also asserts that the Seventh Circuit's conclusion
that UMB is fully secured does not affect United's ability to
prove that the Escrow Agreement and Lien constitute a fraudulent
transfer under Section 548.  He contends that the undisputable
facts established at trial prove that the Escrow Agreement and
Lien are fraudulent transfers.

Although it had no obligation to do so, United entered into the
Agreement, which granted the bondholders a lien on $20 million in
"rent credit" payments owed to United by the City, he says.  In
exchange for United's agreement to hold those funds in escrow,
United received no value in return, he argues.

Similarly, the Seventh Circuit's conclusion that UMB is fully
secured does not render United's Section 547 claim moot, Mr.
Marcus contends.  The Seventh Circuit opines that the value of
UMB's collateral based on the value of United's lease of the RAIC
Facilities is "at least $60 million."  Collateral worth $60
million would not entitle UMB to postpetition interest, which can
only be paid out of a creditor's security cushion, he explains.

The transfers at issue, however, increased UMB's secured claim by
$20 million, providing a $20 million security cushion, which
would allow UMB to collect all of the postpetition interest to
which it would be entitled pursuant to Section 506(b) of the
Bankruptcy Code, he stresses.  Thus, the transfers at issue
enabled UMB to receive more than it would have if (i) the
transfer had not been made and (ii) United's estate was
liquidated under Chapter 7, he says.

For these reasons, United believes that the Section 548 and 547
claims remain subject to adjudication on the merits by the
Bankruptcy Court.  Accordingly, United asks the Bankruptcy Court
to defer consideration of whether any of the claims asserted in
the Amended Complaint are moot until the Seventh Circuit rules on
the Petition.

         UMB: Amended Complaint's Counts Deemed Moot

On behalf of UMB Bank, Jeffrey S. Trachtman, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, says that assuming the
Seventh Circuit denies the Petition, UMB Bank believes that the
Seventh Circuit's decision renders the adversary proceedings moot
because UMB is entitled to a full recovery regardless of the
disposition of the escrowed funds.  As a result, UMB Bank
believes that none of the counts of the adversary proceedings
remain subject to adjudication on the merits, he says.

Accordingly, UMB suggests that the Bankruptcy Court hold in
abeyance any further movement in the adversary proceedings,
pending resolution of United's Petition and appropriate
implementation of the ultimate judgment of the Seventh Circuit,
with the anticipation that these proceedings may thereafter be
dismissed as moot.

Mr. Trachtman further says that the City of Los Angeles has
authorized UMB to inform the Court that the City agrees with
UMB's position.

The status hearing on the adversary proceedings have been
continued to June 24, 2009.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: Court Approves Settlement With HSBC Bank
--------------------------------------------------
Judge Eugener R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois approved the global settlement
between United Air Lines, Inc. and HSBC Bank USA, Inc., as
successor indenture trustee.

HBSC will distribute cash and New UAL common stock received under
the Settlement Agreement, and all remaining cash reserves to
bondholders, net of (a) cash sufficient to pay all outstanding of
HSBC's fees and expenses that have not been previously been
reimbursed by United, and (b) a $75,000 reserve to be held by
HSBC and used to pay any remaining HSBC's fees and expenses
incurred through the date of the reserve distribution.  Any
unused portion of the Post-Settlement Reserve will be distributed
to holders of Special Facilities Lease Revenue Bonds as soon as
possible, but not later than six months after entry of approval
of the Settlement Agreement.

As reported by the Troubled Company Reporter on April 21, 2009,
Michael B. Slade, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, related that California Statewide Communities
Development Authority issued Special Facilities Lease Revenue
Bonds for $154,845,000, the proceeds from which were paid to
United.  United had obligations to repay those bonds to the
Indenture Trustee.  United and CSCDA entered into a sublease and a
facilities lease involving portions of the lease for United's
Maintenance Operations Center at San Francisco International
Airport.  The Indenture Trustee was given a security interest in
the portion of the MOC Lease covered by the Site Sublease and
Facilities Lease.

The salient terms of the Settlement Agreement are:

  A. United will provide to the Indenture Trustee, in full and
     final satisfaction of United's obligations to the Indenture
     Trustee on account of the Bond Claims, and in exchange for
     a full release of all of United's obligations to the
     Indenture Trustee and the holders of the Bonds, a
     consideration comprised of:

        -- a cash payment for $27,247,632 by United to the
           Indenture Trustee for the benefit of the holders of
           the Bonds.

        -- upon entry of an order approving the Settlement
           Agreement, allowance of Claim No. 36142 as a
           general unsecured claim for the Indenture Trustee,
           for the benefit of the Bondholders for $133,091,071.
           The Allowed Claim will not be entitled to any
           accumulated dividends that may have paid to United
           shareholders since February 1, 2006, but will be
           treated as general, unsecured prepetition claim in
           Class 2E-6 under the Plan.  However, United will
           distribute 642,948 shares of New UAL Common Stock on
           account of the Allowed Claim immediately upon
           approval of the Settlement Agreement.

        -- upon approval of the Settlement Agreement, an
           additional unsecured claim in the name of the
           Indenture Trustee for the benefit of the Bondholders,
           will be deemed allowed in an amount sufficient to
           generate $1,122,678 in cash.  United will liquidate
           the stock distributed on account of the Claim into
           cash.  United will allow the Converted Unsecured
           Claim and will pay the cash amount generated from the
           Converted Unsecured Claim as directed by the
           Indenture Trustee immediately upon allowance of the
           Converted Unsecured Claim.

  B. United has made a conditional payment of $27,247,632 into
     an interest-bearing escrow account.  If the Settlement
     Agreement is approved, the conditional payment and all
     interest accrued in the Escrow Account will promptly be
     disbursed to the Bondholders.  If the Settlement Agreement
     is not approved, the conditional payment and any accrued
     interest will be promptly returned to United.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UNI-MARTS, LLC: To Sell 210 Convenience Stores & Dealer Locations
-----------------------------------------------------------------
Csnews.com reports that Uni-Marts, LLC, et al., will sell 210
convenience stores and dealer locations in Pennsylvania, New York,
and Ohio.  The sale process will be managed by the Debtors'
investment banker, Matrix Capital Markets Group Inc.

On May 29, 2009, the Debtors filed a motion for entry of an order
establishing auction procedures related to the potential sale of
their assets.  Objections on the motion must be filed by June 8,
2009, at 4:00 p.m. Eastern Time.  A hearing on the motion will be
held on June 15, 2009, at 2:00 p.m. Eastern Time.

After filing for bankruptcy, the Debtors tried marketing and
pursuing a sale of substantially all of their assets.  The Debtors
conducted a court-approved auction process last year that resulted
in Atlantis Petroleum, LLC, submitting the only bid for the
Debtors' assets.  On September 19, 2008, the Court approved the
proposed sale of the Debtors' assets to Atlantis, a sale that was
scheduled to have closed on September 30, 2008.  Before the
closing date, Atlantis told the Debtors that it failed to secure
the financing necessary to close the sale and would be unable to
fulfill its obligations under the purchase agreement.

After consulting with the Committee and negotiating with Atlantis,
the Debtors and Atlantis entered into an Extension Agreement, the
principal purpose of which was to give Atlantis additional time to
seek the necessary financing and to require Atlantis to further
invest in the closing of the potential sale.  When Atlantis still
failed to satisfy its obligations under the purchase agreement,
the Debtors terminated in December 2008 the Extension Agreement
and the purchase agreement.  Since then, the Debtors have been
evaluating various alternative transactions or a stand-alone
restructuring of their business.  The Debtors have decided to
pursue a potential sale of the Sale Assets, or a sale of the
equity of the reorganized Debtors, to maximize the value available
for the benefit of their creditors.

The Debtors, with the assistance of Matrix Capital, have re-
engaged a number of parties who previously expressed an interest
in the Debtors' assets to gauge their continuing interest in the
Sale Assets.  The Debtors have already received expressions of
interest for the purchase of significant portions of the Sale
Assets and for the purchase of the equity of the reorganized
Debtors after the reorganization plan is confirmed.

Bids for the assets must be submitted by 4:00 p.m. Eastern Time on
August 13, 2009.  The sale is expected to close on September 30,
2009.  The stalking horse bid deadline is June 30, 2009.

When qualified bids are received, an auction will be held on
August 18, 2009, at the offices of Morris, Nichols, Arsht &
Tunnell, 1201 N. Market Street, 18th Floor, Wilmington, Delaware,
at 10:00 a.m.

Details on the bid process are available at:

               http://ResearchArchives.com/t/s?3da8

                       About Uni-Marts

Headquartered in State College, Pennsylvania, Uni-Marts LLC sells
consumer goods.  The company and six of its affiliates filed for
Chapter 11 protection on May 29, 2008 (Bankr. D. Del. Lead Case
No.08-11037).  Michael Gregory Wilson, Esq., at Hunton & Williams
LLP represents the Debtors in their restructuring efforts.  The
Debtor selected Epiq Bankruptcy Solutions LLC as its claims,
notice and balloting agent.  The U.S. Trustee for Region 3
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  The Committee selected Blank Rome LLP as its
counsel.

Uni-Marts' debt includes $21.5 million owing to trade suppliers
and $14.2 million for mortgages on stores in Ohio.  The State
College, Pennsylvania-based company at one time had 485 stores in
five states.  It was taken private in 2004 by the Sahakian family
and private equity investors.

A deal to sell Uni-Mart's assets to Atlantis Petroleum LLC for
$17.7 million fell apart in April 2009.


US ONCOLOGY: Moody's Assigns 'Ba3' Rating on $465 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD2, 27%) rating to US
Oncology's proposed offering of approximately $465 million second
lien secured notes.  Concurrently, Moody's upgraded the rating on
the company's existing senior notes to Ba3 (LGD2, 27%) from B2
(LGD4, 52%) as the notes will become secured pari passu with the
proposed notes.  The remaining existing ratings of the company,
including the B2 Corporate Family and Probability of Default
Ratings are unchanged.  The ratings outlook remains negative.

Moody's understands that the proceeds of the proposed note
offering will be used to repay the company's term loan, which
matures in August 2011.  "While the refinancing of the term loan
addresses the risk associated with the upcoming maturity, the
transaction will not lower the company's considerable financial
leverage and will result in incremental interest cost," stated
Dean Diaz, a Senior Credit Officer at Moody's.  Therefore, the B2
Corporate Family Rating and negative rating outlook continues to
reflect the expectation that the company will operate with
significant financial leverage and weak interest coverage.
Additionally, adjusted debt is expected to increase through the
election of the PIK option on the company's PIK toggle notes.
Supporting the ratings is the company's ability to grow other
business lines to offset earnings declines from changes in ESA
utilization and US Oncology's scale and market strength as the
largest player in the sector.

Rating assigned:

US Oncology, Inc. (US Oncology):

  -- Approximately $465 million second lien secured notes due
     2017, Ba3 (LGD2, 27%)

Rating upgraded:

US Oncology, Inc. (US Oncology):

  -- 9.0% senior notes due 2012, to Ba3 (LGD2, 27%) from B2 (LGD4,
     52%)

Ratings affirmed/LGD assessments revised:

US Oncology Holdings, Inc. (Holdings):

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- Senior unsecured PIK toggle notes due 2012, to Caa1 (LGD6,
     90%) from Caa1 (LGD6, 91%)

US Oncology, Inc. (US Oncology):

  -- Senior secured revolving credit facility due 2010, to Ba2
     (LGD1, 4%) from Ba2 (LGD2, 17%)

  -- Senior secured term loan due 2011, Ba2 (LGD2, 17%) (rating
     expected to be withdrawn upon repayment of the loan with
     proposed note proceeds)

  -- Senior subordinated notes due 2014, to B3 (LGD5, 74%) from B3
     (LGD5, 76%)

Moody's last rating action was on September 12, 2007, when Moody's
downgraded US Oncology's Corporate Family and Probability of
Default Ratings to B2 from B1.

US Oncology, headquartered in The Woodlands, Texas, provides
services to physicians, manufacturers and payers that expand
patient access to advanced cancer care in the United States.  US
Oncology supports a cancer treatment and research network that
promotes the availability and use of evidence-based medicine and
shared best practices.  US Oncology's experience throughout most
aspects of the cancer care delivery system, from drug development
to distribution and outcomes measurement, improves the efficiency
and safety of cancer care.  US Oncology, Inc., is a wholly owned
subsidiary of US Oncology Holdings, Inc., a holding company.  US
Oncology recognized revenue of approximately $3.3 billion in the
twelve months ended March 31, 2009.


US ONCOLOGY: S&P Assigns 'B' Rating on $465 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
rating to US Oncology Inc.'s $465 million senior secured notes.
In addition, S&P assigned a '3' recovery rating, indicting the
prospects for meaningful recovery (50%-70%) in the event of a
default.  At the same time, the debt rating on the company's
$300 million 9% senior notes due 2012 is raised to 'B' from 'B-';
the recovery rating is now '3'.  Per an amendment to US Oncology's
senior secured credit facility, these notes will become equally
and ratably secured with the new senior secured notes, upon
issuance of the new senior secured notes.

"The speculative-grade ratings on Houston, Texas-based US Oncology
Inc. reflect its significant debt burden, vulnerability to adverse
changes in third-party reimbursement policies, narrow disease
focus, and competitive threats," said Standard & Poor's credit
analyst Cheryl Richer.  Growth somewhat depends on the company's
ability to recruit and retain oncologists.

Since a March 2007 sponsor dividend, debt leverage (based on the
consolidated borrowings of the company and its parent, US Oncology
Holdings Inc.) has remained elevated; debt to EBITDA (when
adjusted for operating leases and accrued interest, a $341 million
debt equivalent is added) was a high 7.6x at March 31, 2009.
Financial performance has been exacerbated by negative trends in
reimbursement, particularly by the Centers for Medicare and
Medicaid Services; about 38% of the affiliated practices' revenues
under comprehensive service agreements are from Medicare.  In July
2007, CMS issued a national coverage decision that ended
reimbursement for the use of erythropoiesis-stimulating agents to
treat cancer-induced anemia, and restricted the use of ESAs for
chemotherapy-induced anemia treatment; CMS said it would only
cover patients with more severe anemia and also for shorter
durations.  Effective Aug. 14, 2008, the U.S. Food and Drug
Administration revised labeling for key ESA drugs that reduced
dosing levels, and restricted the use of ESAs where the expected
outcome is cure.


URIBE INC: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: URIBE, Inc.
        P.O. Box 2701
        Pasco, WA 99302

Bankruptcy Case No.: 09-03171

Chapter 11 Petition Date: June 4, 2009

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: William L. Hames, Esq.
                  Hames Anderson & Whitlows PS
                  PO Box 5498
                  Kennewick, WA 99336-0498
                  Tel: (509) 586-7797
                  Fax: (509) 586-3674
                  Email: billh@hawlaw.com

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

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

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

          http://bankrupt.com/misc/waeb09-03171.pdf

The petition was signed by Michael C. Uribe, president of the
Company.


VISTEON CORP: Ford Motor to Provide $125 Million of DIP Financing
-----------------------------------------------------------------
Visteon Corporation has entered into a commitment letter with Ford
Motor Company on May 28, 2009.  Under the agreement, Ford agreed,
among other things, to provide no less than $125 million of
financing under the terms of a senior, super-priority debtor-in-
possession revolving credit facility to the Company and each of
its domestic subsidiaries as debtors and debtors in possession
under Chapter 11 of the United States Bankruptcy Code.

The terms of the DIP Facility, including the aggregate size and
permitted uses, remain subject to contingencies, including receipt
of commitments from customers of the Debtors other than FMC to
participate in the DIP Facility.  The DIP Commitment is subject to
significant conditions, including, among other things, the
execution and delivery of definitive documents acceptable to FMC,
agreement on a budget acceptable to FMC as to permitted uses of
the DIP Facility and other customary lending conditions that will
be set forth in the definitive agreements.  Prior to entering into
any definitive agreements relating to the facility, the Debtors
will be required to obtain the approval of the United States
Bankruptcy Court for the District of Delaware.  The DIP Commitment
expires on June 30, 2009.

Visteon's bankruptcy filing created an event of default under each
of the company's debt instruments.

Term Loan Credit Facilities

Visteon's Amended and Restated Credit Agreement dated April 10,
2007, provides for (1) a $1.0 billion term loan due June 13, 2013
and (2) a $500 million term loan due December 13, 2013.  The Term
Loan Credit Facilities are secured by first priority liens on
certain assets of the Company and certain of its foreign
subsidiaries, intellectual property, foreign intercompany debt,
capital stock of foreign stock holding companies and 65% of the
capital stock of certain of its foreign subsidiaries, as well as a
second priority lien on substantially all other assets of the
company and its domestic subsidiaries.  Upon Visteon's bankruptcy
filing, the outstanding principal of all loans, accrued interest
thereon and other obligations of the Company under the Term Loan
Credit Facilities became immediately due and payable without any
action on the part of the administrative agent or the lenders.

ABL Credit Facility

Visteon's Credit Agreement dated August 14, 2006, provides for
available borrowings of up to $350 million, depending on various
factors including outstanding letters of credit, the amount of
eligible receivables, inventory and property and equipment.  The
ABL Credit Facility is secured by a first priority lien on certain
assets of the company and its domestic subsidiaries and their
equity interests, domestic intercompany debt, aircrafts, certain
cash accounts and any real property owned or leased by the company
and its domestic subsidiaries as well as a second priority lien on
the Term Loan Priority Collateral.  Upon the filing of the Cases,
the lenders' obligation to loan additional money to the Company
terminated and the outstanding principal of all loans, accrued
interest thereon and other obligations of the Company under the
ABL Credit Facility became immediately due and payable without any
action on the part of the administrative agent or the lenders.
The current principal amount outstanding under the ABL Credit
Facility (including letters of credit issued thereunder) is
approximately $147 million.

8.25% Notes due August 1, 2010

Under the terms of the 8.25% Notes, the trustee or the holders of
not less than 25% in aggregate principal amount of all of the
securities outstanding under the indenture governing the 8.25%
Notes (voting as a single class) may declare the entire principal
amount of such securities immediately due and payable upon written
notice to the company as a result of the bankruptcy filing.  The
current principal amount outstanding under the 8.25% Notes is
approximately $206 million.

7.00% Notes due March 10, 2014

Under the terms of the 7.00% Notes, the trustee or the holders of
not less than 25% in aggregate principal amount of all of the
securities outstanding under the indenture governing the 7.00%
Notes (voting as a single class) may declare the entire principal
amount of such securities immediately due and payable upon written
notice to the company as a result of the bankruptcy filing.  The
current principal amount outstanding under the 7.00% Notes is
approximately $450 million.

12.25% Notes due December 31, 2016

Under the terms of the 12.25% Notes, the entire principal amount
of the 12.25% Notes outstanding became immediately due and payable
without any action on the part of the trustee or the note holders
as a result of the bankruptcy filing.  The current principal
amount outstanding under the 12.25% Notes is approximately
$206 million.

The ability of the creditors of the Debtors to seek remedies to
enforce their rights under the credit facilities is stayed as a
result of the bankruptcy filing, and the creditors' rights of
enforcement are subject to the applicable provisions of the
Bankruptcy Code.

                         About Visteon

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 had assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.


VISTEON CORP: Pardus Disposes of 30 Million Shares of Common Stock
------------------------------------------------------------------
In a Form 4 filing with the U.S. Securities and Exchange
Commission, Pardus Capital Management L.P., disclosed that on
May 28, 2009, it disposed 30,100,000 shares of Visteon Corp.
common stock.

The securities beneficially owned by Pardus Capital Management
L.P., for which Pardus Capital Management LLC serves as general
partner, are owned directly by Pardus Special Opportunities
Master Fund L.P.  PCM LP is deemed to be the indirect beneficial
owner of the securities by reason of its position as investment
manager of the Fund and it possesses sole power to vote and direct
the disposition of all securities held by the Fund.

In a separate 13D filing dated May 29, 2009, Pardus Capital
disclosed that it does not beneficially own any share of Visteon
Corp.  As a result of the recent disposition of shares, Pardus
Capital has ceased to be the beneficial owner of more than 5% of
shares of Visteon common stock.

                       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)


WCI COMMUNITIES: Wants to Sell 226 Undeveloped Lots for $35.6MM
---------------------------------------------------------------
WCI Communities, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve bid
procedures for the sale of certain real property and personal
property located in Fairfax and Loudoun Counties, Virginia, and
Princes Georges County, Maryland to NVR, Inc., and NVR Mid-
Atlantic Asset Acquisition L.L.C., free and clear of all liens and
encumbrances, subject to higher and better offers.

The Debtors propose this timetable for the sale of the assets:

     Bid Procedures Objection Deadline: June 11, 2009
     Bid Procedures Hearing Date      : June 18, 2009
     Sale Approval Objection Deadline : June 20, 2009
     Bid Deadline                     : June 28, 2009
     Auction Date                     : June 30, 2009
     Sale Hearing Date                : July 1, 2009

The real property is comprised of 226 undeveloped lots, 3
developed lots, and 3 homes built on those developed lots.

The purchasers have agreed to pay $35,564,500 for the property.

The Debtors also ask the Court for authority to pay a break-up fee
of up to 3% of the purchase price out of the proceeds of the
consummated sale of the property if the property is sold to
another buyer other than the purchasers.

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets:WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company.
It has operations in Florida, New York, New Jersey, Connecticut,
Massachusetts, Virginia and Maryland.  The company directly
employs roughly 1,800 people, as well as roughly 1,800 sales
representatives as independent contract employees.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No. 08-
11643 through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton,
Esq., and Linda M. Leali, Esq., at White & Case LLP, in Miami,
Florida, represents the Debtors as counsel.  Eric Michael Sutty,
Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP,
represent the Debtors as Delaware counsel.  Lazard Freres & Co.
LLC is the Debtors' financial advisor.  Epiq Bankruptcy Solutions
LLC is the claims and notice agent for the Debtors.  The U.S.
Trustee for Region 3 appointed five creditors to serve on an
official committee of unsecured creditors.  Daniel H. Golden,
Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Laura Davis Jones, Esq.,
Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the committee in these cases.
When the Debtors filed for protection from their creditors, they
listed total assets of $2,178,179,000 and total debts of
$1,915,034,000.


WHITE ENERGY: Creditors Panel Objects to Use of Cash Collateral
---------------------------------------------------------------
The official committee of unsecured creditors in White Energy Inc.
and its debtor-affiliates' Chapter 11 cases has protested the
Debtors' intended use of cash collateral, arguing that the Debtors
are unfairly placing some lenders' interests above all others,
Bankruptcy Law360 reports.

As reported on May 25, 2009, the U.S. Bankruptcy Court for the
District of Delaware authorized, on an interim basis, White
Energy, Inc., and its debtor-affiliates to use cash securing
repayment of loan from West LB AG until July 3, 2009.  The Court
also granted adequate protection to the Debtors' prepetition
secured parties.

As of White Energy's petition date, the Debtors owed $300 million
to West LB AG, New York Branch, as administrative agent, and the
prepetition lenders under the amended and restated credit
agreement dated as of July 31, 2006, as amended, in respect to
loans made and letters of credit issued and other financial
accommodations made.

The Debtors pledged security interests in their assets to the
prepetition lenders.  The Debtors are authorized to grant:

   -- adequate protection liens on any and all presently owned
      and hereafter acquired personal property, real property and
      all other assets of the Debtors;

   -- superpriority claims; and

   -- adequate protection payments.

                      About White Energy, Inc.

Headquartered in Dallas, Texas, White Energy, Inc. --
http://www.white-energy.com/-- builds and acquires ethanol
production projects.

The company and its debtor-affiliates filed for Chapter 11 on
May 7, 2009 (Bankr. D, Del. Lead Case No. 09-11601).  Michael R.
Lastowski, Esq. at Duane Morris LLP represents the Debtors in
their restructuring efforts.  The Debtor proposes to employ The
Garden City Group Inc. as claims agent.  The Debtors' assets and
debts both range from $100 million to $500 million.


WHITNEY LAKE: R. Geoffrey Levy Appointed Chapter 11 Trustee
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
approved the application of W. Clarkson McDow, Jr., the United
States Trustee for Region 4, for the appointment of R. Geoffrey
Levy, as Chapter 11 trustee in Whitney Lake, LLC's bankruptcy
case.

The Court said that the appointment of a Chapter 11 trustee will
improve the prospects for realizing value for the benefit of both
secured and unsecured creditors of the Debtor.

Whitney Lake is the owner and developer of the "Gardens at Whitney
Lake" located off of Murraywood Road on John's Island.  The Debtor
is majority owned by SEVA Properties, LLC, which is owned by John
D. Lisi.  Mr. Lisi also owns The Lisi Company, which is the
manager, management company, and general contractor for the
Debtor.

Based in Johns Island, South Carolina, Whitney Lake, LLC --
http://www.whitneylake.com/-- is a townhouse subdivision
developer.  The Company filed for Chapter 11 relief on
September 18, 2008 (Bankr. D. S.C. Case No. 08-05729).  Kevin
Campbell, Esq., and Michael Conrady, Esq., at Campbell Law Firm,
P.A., represent the Debtor as counsel.  When the Company filed for
protection from its creditors, it listed total assets of
$22,807,654, and total debts of $21,197,259.


YRC WORLDWIDE: Names Six Senior Leaders to New Org. Structure
-------------------------------------------------------------
YRC Worldwide Inc. appointed senior leaders to new functional
organization structure.  The changes will further strengthen the
company's focus on critical areas to streamline decision making
while eliminating redundant efforts and costs.

Bill Zollars, chairman, president and CEO of YRC Worldwide said:
"A functional organization structure allows us to dedicate an even
broader team of seasoned experts to the support of our customers
along all lines of our business -- clearly a competitive
advantage."

The Company's appointments are effective immediately, reporting
directly to Mr. Zollars:

  a) John Garcia as Executive Vice President and Chief Sales
     Officer.  In this new role, Mr. Garcia will be responsible
     for sales strategy and results across YRC and the regional
     operating companies.  His consolidated sales organization
     will coordinate sales activities with YRC Logistics to
     leverage YRC Worldwide global capabilities.

     Prior to joining YRC Worldwide, Mr. Garcia was the President
     of Sprint's largest wireless business unit and Chief
     Marketing Officer for the corporation, where he was
     responsible for all strategic sales and marketing
     initiatives.  Before that, Mr. Garcia held sales and
     marketing leadership roles at Sprint, GTE Mobilnet, AT&T
     Consumer Products and Southwestern Bell.

  b) Mike Smid, President-YRC Inc. and Chief Operations Officer,
     will assume responsibility for the operations of all YRC
     Worldwide regional and national networks including his
     current leadership role as President of YRC Inc.  In that
     role, Mr. Smid recently led the successful integration of the
     Yellow and Roadway national networks.

  c) Tim Wicks, currently Executive Vice President and Chief
     Financial Officer, will lead a newly consolidated
     organization comprised of all strategic and operational
     finance activities across YRC Worldwide companies.  In
     addition, Sheila Taylor, currently Vice President, Finance
     and Investor Relations, will also assume the role of
     Treasurer reporting to Wicks.

  d) Greg Reid, Executive Vice President and Chief Marketing
     Officer, will lead a consolidated marketing effort, including
     brand and business development initiatives, supporting all
     YRC Worldwide companies.  In addition to Chief Marketing
     Officer, Reid most recently served as Executive Vice
     President, Enterprise Solutions Group.

  e) Mike Naatz, Executive Vice President and Chief Information
     and Service Officer, assumes responsibility for YRC Worldwide
     Information Technology, YRC Customer Service as well as the
     strategic direction for the regional customer service
     functions.  Mr. Naatz previously led and will continue to
     lead the enterprise-wide program management efforts initially
     designed to support the successful integration of Yellow and
     Roadway.

  f) John Carr assumes the role of President for YRC Logistics,
     leading the YRC Worldwide global logistics management company
     focused on transportation, distribution and global services
     for clients.  Previously, Mr. Carr was Chief Operating
     Officer for YRC Logistics and President for the Americas and
     Europe.

Dan Churay, executive vice president, general counsel and
secretary, and Jim Kissinger, executive vice president of human
resources, remain in their current roles, reporting to Mr.
Zollars.

As a part of the organizational changes, Keith Lovetro, former
president, YRC Regional Transportation; Michael Rapken, former
executive vice president and chief information officer; Jim
Ritchie, former president of YRC Logistics; and Christina Wise,
former vice president and treasurer will be leaving the Company.
Any remaining transitional activities necessary as a result of
these leadership and organizational changes will be completed by
the end of June.

                     About YRC Worldwide Inc.

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs roughly 58,000 people.

                          *     *     *

The Troubled Company Reporter reported on May 20, 2009, Standard &
Poor's Ratings Services said that it is maintaining its 'CCC'
long-term corporate credit rating on YRC Worldwide Inc. on
CreditWatch with negative implications.  S&P had revised the
CreditWatch implications to negative from positive on April 24,
2009, reflecting concerns that the company may not be able to meet
its amended bank covenants.

As reported in the Troubled Company Reporter on April 28, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on YRC Worldwide Inc. (CCC/Watch Neg/--) to
negative from positive.  The CreditWatch revision reflects weak
conditions in the less-than-truckload sector.  "Despite YRC's
ongoing integration of the Yellow Transportation and Roadway
networks and cost-saving initiatives, its first-quarter financial
results were weaker than expected.  Further, S&P expects declining
tonnage and industry overcapacity to continue to put pressure on
earnings for the duration of 2009," said Standard & Poor's credit
analyst Anita Ogbara.  This raises concerns that the company may
not be able to meet its recently amended bank covenants.  The
company's success in securing the amendments was the basis for
S&P's revising the CreditWatch implications on the ratings to
positive from developing on February 17, 2009.


* Melissa Glynn Joins Alvarez & Marsal as Managing Director
-----------------------------------------------------------
Melissa Glynn, a former partner in PricewaterhouseCoopers'
Washington Federal practice, has joined the Public Sector Group of
Alvarez & Marsal, one of the leading independent professional
services firms specializing in performance improvement, turnaround
management and business advisory services, as a managing director.
Based in the firm's Washington, D.C. office, she is spearheading
the group's Federal Advisory practice.

"As taxpayers demand more accountability for government spending,
federal agencies are in need of better ways to reduce costs and
improve operations," said Bill Roberti, a managing director and
co-head of A&M Public Sector Group.  "Melissa brings extensive
client experience, having worked with top federal agencies as well
as major universities, healthcare and financial organizations.
Her knowledge and network throughout the D.C. community and
nationally -- combined with A&M's deep operational heritage and
broad experience within the public sector -- are great assets as
we continue to broaden our services for federal agencies."

While with PricewaterhouseCoopers, Dr. Glynn was key to the
development of the federal advisory practice and served as the
national engagement partner for services to the Department of
Veterans Affairs.  In that capacity, she led efforts related to
financial management and internal controls, healthcare strategic
planning and real estate, healthcare revenue cycle, acquisitions
and logistics, and personnel training and development.  She has a
broad technical background in providing a range of services to
clients on compliance and regulatory issues in healthcare, higher
education, energy operations and energy management.

Prior to joining Coopers and Lybrand, she served as associate
director for the Center for the Management of Information (CMI) at
the University of Arizona concurrent to completion of her
dissertation work.  At CMI, Dr. Glynn directed day-to-day
operations and led research initiatives on behalf of several
defense research organizations.

Dr. Glynn earned a bachelor's degree from Rutgers University.  She
also holds a master's degree and Ph.D. from the University of
Arizona.  She is a member of the Junior League of Washington,
D.C., and serves on the Women's Leadership Council for the United
Way of the National Capital Area.

            About Alvarez & Marsal Public Sector Group

For 25 years, Alvarez & Marsal -- http://www.alvarezandmarsal.com
-- a leading global professional services firm, has set the
standard for working with organizations to solve complex problems,
improve performance, drive critical change and maximize value for
stakeholders.  Alvarez & Marsal Public Sector Services helps
public sector entities to identify new ways to overcome challenges
and implement sustainable change -- pioneering an approach based
on operational and financial improvement principles that have
proved powerful in the private sector.  As the first professional
services firm specializing in corporate restructuring to be hired
by a public school district to implement reform, Alvarez & Marsal
has amassed an unparalleled track record of delivering results for
federal and state and local government agencies, as well as for
education and non-profit systems.

A founder of the modern day restructuring industry, Alvarez &
Marsal has been honored numerous times by the Turnaround
Management Association and has been recognized as one of the top
ten best firms to work for by Consulting Magazine.


* BOND PRICING -- For the Week From June 1 to 5, 2009
-----------------------------------------------------
Company            Coupon      Maturity  Bid Price
-------            ------      --------  ---------
ACCURIDE CORP          8.5      2/1/2015      35.00
ADVANTA CAP TR        8.99    12/17/2026      19.40
AFFINITY GROUP           9     2/15/2012      56.13
AHERN RENTALS         9.25     8/15/2013      40.00
ALERIS INTL INC          9    12/15/2014       1.20
ALERIS INTL INC         10    12/15/2016       1.41
ALION SCIENCE        10.25      2/1/2015      40.25
ALLIED CAP CORP      6.625     7/15/2011      55.50
AMBASSADORS INTL      3.75     4/15/2027      31.63
AMER GENL FIN            3     7/15/2009      79.00
AMER GENL FIN          3.3    11/15/2009      84.02
AMER GENL FIN          3.3     6/15/2010      67.00
AMER GENL FIN        3.875    11/15/2009      81.60
AMER GENL FIN            4    11/15/2009      64.00
AMER GENL FIN         4.05     5/15/2010      58.00
AMER GENL FIN          4.1     5/15/2010      55.48
AMER GENL FIN         4.15    12/15/2010      38.40
AMER GENL FIN          4.2    10/15/2010      45.00
AMER GENL FIN         4.25    10/15/2010      39.85
AMER GENL FIN          4.3     6/15/2009      88.00
AMER GENL FIN          4.3     9/15/2009      80.00
AMER GENL FIN          4.3     6/15/2010      18.50
AMER GENL FIN         4.35     6/15/2009      90.00
AMER GENL FIN         4.35     3/15/2010      45.00
AMER GENL FIN          4.4    12/15/2010      35.50
AMER GENL FIN          4.4     4/15/2012      38.00
AMER GENL FIN          4.5     3/15/2010      60.00
AMER GENL FIN          4.5     8/15/2010      66.90
AMER GENL FIN          4.6     9/15/2010      58.00
AMER GENL FIN         4.75    11/15/2012      30.00
AMER GENL FIN          4.8     9/15/2011      44.29
AMER GENL FIN        4.875     5/15/2010      85.00
AMER GENL FIN        4.875     6/15/2010      59.07
AMER GENL FIN         4.95    11/15/2010      62.00
AMER GENL FIN            5     9/15/2009      91.00
AMER GENL FIN            5     6/15/2010      60.50
AMER GENL FIN            5     9/15/2010      59.00
AMER GENL FIN            5    10/15/2010      62.36
AMER GENL FIN            5    11/15/2010      50.44
AMER GENL FIN            5    12/15/2010      63.00
AMER GENL FIN            5     1/15/2011      45.10
AMER GENL FIN            5     1/15/2011      41.88
AMER GENL FIN            5     8/15/2013      29.00
AMER GENL FIN          5.1     9/15/2009      85.25
AMER GENL FIN          5.1     3/15/2011      52.50
AMER GENL FIN          5.1     1/15/2012      40.00
AMER GENL FIN          5.2     6/15/2010      70.15
AMER GENL FIN         5.25     6/15/2009      95.00
AMER GENL FIN         5.25     7/15/2010      55.00
AMER GENL FIN         5.25     4/15/2011      66.00
AMER GENL FIN         5.25    12/15/2012      25.00
AMER GENL FIN         5.25     5/15/2013      25.00
AMER GENL FIN         5.35     6/15/2010      48.63
AMER GENL FIN         5.35     7/15/2010      50.00
AMER GENL FIN         5.35     9/15/2011      33.25
AMER GENL FIN          5.4     6/15/2011      53.79
AMER GENL FIN          5.5     4/15/2011      55.25
AMER GENL FIN          5.5     6/15/2012      31.00
AMER GENL FIN         5.75     6/15/2013      30.75
AMER GENL FIN         5.75     9/15/2014      27.00
AMER GENL FIN         5.85     9/15/2012      40.00
AMER GENL FIN         6.25     7/15/2011      62.63
AMER GENL FIN          6.5     6/15/2015      15.00
AMER GENL FIN         7.75     9/15/2010      47.89
AMER GENL FIN         7.85     8/15/2010      50.00
AMER GENL FIN         8.15     8/15/2011      52.78
AMER INTL GROUP        4.7     10/1/2010      82.00
AMER MEDIA OPER      8.875     1/15/2011      44.38
AMR CORP               9.2     1/30/2012      48.00
AMR CORP              10.4     3/15/2011      46.00
ANTHRACITE CAP       11.75      9/1/2027      20.50
ANTIGENICS            5.25      2/1/2025      25.50
APPLETON PAPERS       9.75     6/15/2014      35.50
ARCO CHEMICAL CO     10.25     11/1/2010      33.50
ARVINMERITOR          8.75      3/1/2012      50.00
AVENTINE RENEW          10      4/1/2017      21.50
BANK NEW ENGLAND      8.75      4/1/1999       9.00
BANK NEW ENGLAND     9.875     9/15/1999       4.50
BANKUNITED FINL      3.125      3/1/2034       6.38
BARRINGTON BROAD      10.5     8/15/2014      20.00
BELL MICROPRODUC      3.75      3/5/2024      23.00
BORDEN INC           8.375     4/15/2016      20.00
BORDEN INC             9.2     3/15/2021      22.30
BOWATER INC            6.5     6/15/2013      20.25
BOWATER INC          9.375    12/15/2021      20.38
BOWATER INC            9.5    10/15/2012      15.25
BRODER BROS CO       11.25    10/15/2010      30.13
BROOKSTONE CO           12    10/15/2012      47.00
C&D TECHNOLOGIES       5.5    11/15/2026      44.66
CALLON PETROLEUM      9.75     12/8/2010      45.00
CAPMARK FINL GRP     7.875     5/10/2012      27.25
CARAUSTAR INDS        7.25      5/1/2010      56.88
CCH I LLC             9.92      4/1/2014       1.25
CCH I LLC               10     5/15/2014       0.75
CCH I LLC           11.125     1/15/2014       0.75
CCH I LLC            11.75     5/15/2014       0.75
CCH I LLC           12.125     1/15/2015       1.06
CCH I LLC             13.5     1/15/2014       1.00
CCH I/CCH I CP          11     10/1/2015      13.50
CCH I/CCH I CP          11     10/1/2015      12.00
CHAMPION ENTERPR      2.75     11/1/2037      12.00
CHARTER COMM HLD      9.92      4/1/2011       0.56
CHARTER COMM HLD        10     5/15/2011       1.00
CHARTER COMM HLD     11.75     5/15/2011       1.50
CHARTER COMM HLD    12.125     1/15/2012       1.50
CHARTER COMM INC       6.5     10/1/2027      23.00
CIT GROUP INC          4.5     7/15/2009      91.00
CIT GROUP INC         4.85    12/15/2011      40.00
CIT GROUP INC        4.875     6/15/2013      34.00
CIT GROUP INC         5.05     7/15/2013      33.60
CIT GROUP INC         5.25     6/15/2009      99.00
CIT GROUP INC            6     7/15/2009      96.48
CIT GROUP INC        6.125     6/15/2009      97.45
CIT GROUP INC         6.25     2/15/2010      81.79
CLEAR CHANNEL          4.4     5/15/2011      32.03
CLEAR CHANNEL          4.5     1/15/2010      75.00
CLEAR CHANNEL          4.9     5/15/2015      23.75
CLEAR CHANNEL            5     3/15/2012      33.50
CLEAR CHANNEL          5.5     9/15/2014      25.50
CLEAR CHANNEL         5.75     1/15/2013      26.00
CLEAR CHANNEL         6.25     3/15/2011      42.00
CLEAR CHANNEL        6.875     6/15/2018      27.50
CLEAR CHANNEL         7.25    10/15/2027      17.00
CLEAR CHANNEL         7.65     9/15/2010      65.00
CLEAR CHANNEL        10.75      8/1/2016      36.00
CLEAR CHANNEL        10.75      8/1/2016      23.25
COMPREHENS CARE        7.5     4/15/2010      75.13
COMPUCREDIT          3.625     5/30/2025      34.50
CONEXANT SYSTEMS         4      3/1/2026      39.50
CONSTAR INTL            11     12/1/2012       8.00
COOPER-STANDARD          7    12/15/2012      19.75
COOPER-STANDARD      8.375    12/15/2014      12.00
CREDENCE SYSTEM        3.5     5/15/2010      30.10
DAYTON SUPERIOR         10     9/30/2029      17.00
DECODE GENETICS        3.5     4/15/2011       5.00
DECODE GENETICS        3.5     4/15/2011       5.25
DELPHI CORP            6.5     8/15/2013       1.50
DELPHI CORP           8.25    10/15/2033       1.00
DEX MEDIA INC            8    11/15/2013      12.50
DEX MEDIA INC            9    11/15/2013      16.00
DEX MEDIA INC            9    11/15/2013      16.75
DEX MEDIA WEST       9.875     8/15/2013      15.00
DUNE ENERGY INC       10.5      6/1/2012      45.00
EDDIE BAUER HLDG      5.25      4/1/2014      19.50
ENCOMPASS SERVIC      10.5      5/1/2009       5.00
ENERGY PARTNERS       8.75      8/1/2010      35.00
EPIX MEDICAL INC         3     6/15/2024      19.13
FIBERTOWER CORP          9    11/15/2012      42.38
FINISAR CORP           2.5    10/15/2010      62.25
FINLAY FINE JWLY     8.375      6/1/2012       7.00
FIRST AMER CAP I       8.5     4/15/2012      41.80
FIRST DATA CORP      5.625     11/1/2011      40.00
FLEETWOOD ENTERP        14    12/15/2011      29.00
FLOTEK INDS           5.25     2/15/2028      28.55
FORD MOTOR CRED          5     8/20/2009      94.00
FORD MOTOR CRED        5.1     7/20/2009      96.00
FORD MOTOR CRED       5.15    11/20/2009      86.50
FORD MOTOR CRED        5.2     7/20/2009      96.00
FORD MOTOR CRED        5.4     6/22/2009      98.25
FORD MOTOR CRED        5.5     6/22/2009      95.00
FORD MOTOR CRED        5.5     2/22/2010      79.32
FRANKLIN BANK            4      5/1/2027       0.01
FRONTIER AIRLINE         5    12/15/2025       8.00
GENCORP INC           2.25    11/15/2024      41.13
GENCORP INC              4     1/16/2024      78.50
GENERAL MOTORS       7.125     7/15/2013       9.75
GENERAL MOTORS         7.4      9/1/2025      10.00
GENERAL MOTORS         7.7     4/15/2016      10.50
GENERAL MOTORS           0     3/15/2036      10.88
GENERAL MOTORS         8.1     6/15/2024      10.25
GENERAL MOTORS        8.25     7/15/2023      11.13
GENERAL MOTORS       8.375     7/15/2033      11.06
GENERAL MOTORS         8.8      3/1/2021      10.20
GENERAL MOTORS         9.4     7/15/2021      10.50
GENERAL MOTORS        9.45     11/1/2011       6.00
GENWORTH GLOBAL        6.1     4/15/2033      15.25
GEORGIA GULF CRP     7.125    12/15/2013      26.00
GMAC LLC                 5     9/15/2009      99.00
GMAC LLC              5.05     7/15/2009      98.36
GMAC LLC              5.35     6/15/2009      99.00
GMAC LLC               5.4     6/15/2009      99.51
GMAC LLC               5.5     6/15/2009      90.56
GMAC LLC               5.5     6/15/2009      99.13
GMAC LLC              6.25     6/15/2009      99.00
GMAC LLC              6.25     6/15/2009      98.00
GMAC LLC              6.25     7/15/2013      31.00
GMAC LLC               6.3     6/15/2009      97.50
GMAC LLC               6.3     6/15/2009      98.10
GMAC LLC               6.3     7/15/2009      84.50
GMAC LLC               6.5     6/15/2009      99.50
GMAC LLC               6.5    10/15/2009      90.00
GMAC LLC              6.65     7/15/2009      92.76
GMAC LLC               6.7     6/15/2009      99.09
GMAC LLC               6.7     7/15/2009      94.50
GMAC LLC              6.85     7/15/2009      97.50
GMAC LLC               6.9     6/15/2009      97.50
GMAC LLC               8.5     5/15/2010      75.50
GREAT LAKES CHEM         7     7/15/2009      54.50
HAIGHTS CROSS OP     11.75     8/15/2011      42.88
HANNA (MA) CO         6.52     2/23/2010      70.06
HARRY & DAVID OP         9      3/1/2013      30.00
HAWAIIAN TELCOM       9.75      5/1/2013       3.00
HEADWATERS INC       2.875      6/1/2016      42.50
HERTZ CORP               9     11/1/2009      89.13
HILTON HOTELS          7.5    12/15/2017      23.50
HINES NURSERIES      10.25     10/1/2011      14.00
IDEARC INC               8    11/15/2016       2.88
INN OF THE MOUNT        12    11/15/2010      23.30
INTCOMEX INC         11.75     1/15/2011      38.50
INTERDENT SVC        10.75    12/15/2011      52.40
INTL LEASE FIN        3.25     2/15/2010      65.00
INTL LEASE FIN        4.25     8/15/2009      93.11
INTL LEASE FIN        4.25    10/15/2010      60.50
INTL LEASE FIN       4.375     8/15/2009      91.75
INTL LEASE FIN        4.85     8/15/2009      94.01
INTL LEASE FIN        4.85     9/15/2010      67.00
INTL LEASE FIN           5     6/15/2012      43.25
INTL LEASE FIN        7.25     2/15/2010      78.00
ISTAR FINANCIAL      5.125      4/1/2011      55.88
ISTAR FINANCIAL      5.125      4/1/2011      56.00
ISTAR FINANCIAL        5.8     3/15/2011      57.25
ITRI-CALL07/09        7.75     5/15/2012      95.00
JAZZ TECHNOLOGIE         8    12/31/2011      29.50
JEFFERSON SMURFI       7.5      6/1/2013      36.00
JEFFERSON SMURFI      8.25     10/1/2012      36.75
JOHN HANCOCK LIF      4.15     6/15/2009      99.00
K HOVNANIAN ENTR     8.875      4/1/2012      55.00
KAISER ALUM&CHEM     12.75      2/1/2003       4.00
KELLWOOD CO          7.625    10/15/2017      20.00
KEMET CORP            2.25    11/15/2026      31.00
KEMET CORP            2.25    11/15/2026      31.00
KEYSTONE AUTO OP      9.75     11/1/2013      33.38
KKR FINANCIAL            7     7/15/2012      45.00
KNIGHT RIDDER        4.625     11/1/2014      24.25
KNIGHT RIDDER        7.125      6/1/2011      31.79
LANDAMERICA          3.125    11/15/2033      11.52
LANDAMERICA           3.25     5/15/2034      12.25
LEAR CORP             5.75      8/1/2014      30.00
LEAR CORP              8.5     12/1/2013      25.06
LEAR CORP             8.75     12/1/2016      25.50
LEHMAN BROS HLDG       1.5     3/23/2012      12.50
LEHMAN BROS HLDG      4.25     1/27/2010      15.00
LEHMAN BROS HLDG     4.375    11/30/2010      13.55
LEHMAN BROS HLDG       4.5     7/26/2010      15.00
LEHMAN BROS HLDG       4.5      8/3/2011       8.50
LEHMAN BROS HLDG       4.8     2/27/2013       7.00
LEHMAN BROS HLDG       4.8     3/13/2014      13.65
LEHMAN BROS HLDG       4.8     6/24/2023       7.25
LEHMAN BROS HLDG         5     1/14/2011      10.00
LEHMAN BROS HLDG         5     2/11/2013       6.33
LEHMAN BROS HLDG         5     3/27/2013       7.00
LEHMAN BROS HLDG         5      8/3/2014       7.25
LEHMAN BROS HLDG         5    12/18/2015       9.63
LEHMAN BROS HLDG         5     5/28/2023       7.75
LEHMAN BROS HLDG         5     5/30/2023       8.28
LEHMAN BROS HLDG         5     6/10/2023       7.76
LEHMAN BROS HLDG         5     6/17/2023       8.50
LEHMAN BROS HLDG       5.1     1/28/2013       6.00
LEHMAN BROS HLDG       5.1     2/15/2020       7.00
LEHMAN BROS HLDG      5.15      2/4/2015       9.50
LEHMAN BROS HLDG       5.2     5/13/2020       8.01
LEHMAN BROS HLDG      5.25      2/6/2012      12.50
LEHMAN BROS HLDG      5.25     1/30/2014       8.75
LEHMAN BROS HLDG      5.25     2/11/2015       9.55
LEHMAN BROS HLDG      5.25      3/5/2018       7.45
LEHMAN BROS HLDG      5.25      3/8/2020      10.00
LEHMAN BROS HLDG      5.25     5/20/2023       7.75
LEHMAN BROS HLDG      5.35     2/25/2018       6.00
LEHMAN BROS HLDG      5.35     3/13/2020       7.50
LEHMAN BROS HLDG      5.35     6/14/2030       7.70
LEHMAN BROS HLDG     5.375      5/6/2023       7.25
LEHMAN BROS HLDG       5.4      3/6/2020       9.23
LEHMAN BROS HLDG       5.4     3/20/2020       9.25
LEHMAN BROS HLDG       5.4     3/30/2029       7.25
LEHMAN BROS HLDG       5.4     6/21/2030       8.01
LEHMAN BROS HLDG      5.45     3/15/2025       6.39
LEHMAN BROS HLDG      5.45      4/6/2029       7.00
LEHMAN BROS HLDG      5.45     2/22/2030       7.50
LEHMAN BROS HLDG      5.45     7/19/2030       7.00
LEHMAN BROS HLDG      5.45     9/20/2030       7.66
LEHMAN BROS HLDG       5.5      4/4/2016      15.06
LEHMAN BROS HLDG       5.5      2/4/2018       9.25
LEHMAN BROS HLDG       5.5     2/19/2018       9.50
LEHMAN BROS HLDG       5.5     11/4/2018       6.00
LEHMAN BROS HLDG       5.5     2/27/2020       7.75
LEHMAN BROS HLDG       5.5     8/19/2020       7.25
LEHMAN BROS HLDG       5.5     3/14/2023       7.00
LEHMAN BROS HLDG       5.5      4/8/2023       7.00
LEHMAN BROS HLDG       5.5     4/15/2023       8.50
LEHMAN BROS HLDG       5.5     4/23/2023       8.50
LEHMAN BROS HLDG       5.5     10/7/2023       7.50
LEHMAN BROS HLDG       5.5     1/27/2029       7.50
LEHMAN BROS HLDG       5.5      2/3/2029       7.00
LEHMAN BROS HLDG       5.5      8/2/2030       7.50
LEHMAN BROS HLDG      5.55     2/11/2018       8.50
LEHMAN BROS HLDG      5.55      3/9/2029       8.26
LEHMAN BROS HLDG      5.55     1/25/2030       8.56
LEHMAN BROS HLDG      5.55     9/27/2030       7.50
LEHMAN BROS HLDG      5.55    12/31/2034       8.01
LEHMAN BROS HLDG       5.6     1/22/2018       7.75
LEHMAN BROS HLDG       5.6     2/17/2029       7.55
LEHMAN BROS HLDG       5.6     2/24/2029       6.00
LEHMAN BROS HLDG       5.6      3/2/2029       7.70
LEHMAN BROS HLDG       5.6     2/25/2030       6.00
LEHMAN BROS HLDG       5.6      5/3/2030       7.61
LEHMAN BROS HLDG     5.625     1/24/2013      14.00
LEHMAN BROS HLDG     5.625     3/15/2030       7.66
LEHMAN BROS HLDG      5.65    11/23/2029       7.00
LEHMAN BROS HLDG      5.65     8/16/2030       7.00
LEHMAN BROS HLDG      5.65    12/31/2034       8.00
LEHMAN BROS HLDG       5.7     1/28/2018       6.50
LEHMAN BROS HLDG       5.7     2/10/2029       8.50
LEHMAN BROS HLDG       5.7     4/13/2029       6.93
LEHMAN BROS HLDG       5.7      9/7/2029       8.01
LEHMAN BROS HLDG       5.7    12/14/2029       6.88
LEHMAN BROS HLDG      5.75     4/25/2011      13.00
LEHMAN BROS HLDG      5.75     7/18/2011      13.51
LEHMAN BROS HLDG      5.75     5/17/2013      13.50
LEHMAN BROS HLDG      5.75     3/27/2023       8.13
LEHMAN BROS HLDG      5.75    10/15/2023       8.50
LEHMAN BROS HLDG      5.75    10/21/2023       7.25
LEHMAN BROS HLDG      5.75    11/12/2023       8.70
LEHMAN BROS HLDG      5.75    11/25/2023       7.75
LEHMAN BROS HLDG      5.75    12/16/2028       7.00
LEHMAN BROS HLDG      5.75    12/23/2028       7.50
LEHMAN BROS HLDG      5.75     8/24/2029       8.00
LEHMAN BROS HLDG      5.75     9/14/2029       5.66
LEHMAN BROS HLDG      5.75    10/12/2029       8.07
LEHMAN BROS HLDG      5.75     3/29/2030       8.00
LEHMAN BROS HLDG       5.8      9/3/2020       7.90
LEHMAN BROS HLDG       5.8    10/25/2030       7.75
LEHMAN BROS HLDG      5.85     11/8/2030       9.00
LEHMAN BROS HLDG     5.875    11/15/2017      12.75
LEHMAN BROS HLDG       5.9      5/4/2029       7.00
LEHMAN BROS HLDG       5.9      2/7/2031       7.00
LEHMAN BROS HLDG      5.95    12/20/2030       7.50
LEHMAN BROS HLDG         6     7/19/2012      15.00
LEHMAN BROS HLDG         6     1/22/2020       9.00
LEHMAN BROS HLDG         6     2/12/2020       8.00
LEHMAN BROS HLDG         6     1/29/2021       8.00
LEHMAN BROS HLDG         6    10/23/2028       5.00
LEHMAN BROS HLDG         6    11/18/2028       7.50
LEHMAN BROS HLDG         6     5/11/2029       8.00
LEHMAN BROS HLDG         6     7/20/2029       8.00
LEHMAN BROS HLDG         6     4/30/2034       7.00
LEHMAN BROS HLDG         6     7/30/2034       9.25
LEHMAN BROS HLDG         6     2/21/2036       7.76
LEHMAN BROS HLDG         6     2/24/2036       7.25
LEHMAN BROS HLDG         6     2/12/2037       7.50
LEHMAN BROS HLDG      6.05     6/29/2029       7.45
LEHMAN BROS HLDG       6.1     8/12/2023       5.55
LEHMAN BROS HLDG      6.15     4/11/2031       8.00
LEHMAN BROS HLDG       6.2     9/26/2014      15.00
LEHMAN BROS HLDG       6.2     6/15/2027       7.00
LEHMAN BROS HLDG       6.2     5/25/2029       6.84
LEHMAN BROS HLDG      6.25      2/5/2021       6.73
LEHMAN BROS HLDG      6.25     2/22/2023       9.25
LEHMAN BROS HLDG       6.4    10/11/2022       7.03
LEHMAN BROS HLDG       6.4    12/19/2036      12.50
LEHMAN BROS HLDG       6.5     2/28/2023       9.63
LEHMAN BROS HLDG       6.5      3/6/2023       7.35
LEHMAN BROS HLDG       6.5    10/18/2027       5.93
LEHMAN BROS HLDG       6.5    10/25/2027       8.00
LEHMAN BROS HLDG       6.5    11/15/2032       7.35
LEHMAN BROS HLDG       6.5     1/17/2033       8.35
LEHMAN BROS HLDG       6.5    12/22/2036       9.75
LEHMAN BROS HLDG       6.5     6/21/2037       6.77
LEHMAN BROS HLDG       6.5     7/13/2037       5.02
LEHMAN BROS HLDG       6.6     10/3/2022       6.11
LEHMAN BROS HLDG     6.625     1/18/2012      12.94
LEHMAN BROS HLDG     6.625     7/27/2027       4.00
LEHMAN BROS HLDG      6.75      7/1/2022       5.50
LEHMAN BROS HLDG      6.75     3/11/2033       7.63
LEHMAN BROS HLDG      6.75    10/26/2037       5.02
LEHMAN BROS HLDG       6.8      9/7/2032       7.00
LEHMAN BROS HLDG      6.85     8/16/2032       9.50
LEHMAN BROS HLDG     6.875      5/2/2018      16.56
LEHMAN BROS HLDG     6.875     7/17/2037       0.01
LEHMAN BROS HLDG       6.9      9/1/2032       7.52
LEHMAN BROS HLDG         7     4/16/2019       9.63
LEHMAN BROS HLDG         7     5/12/2023       7.09
LEHMAN BROS HLDG         7     9/27/2027      15.00
LEHMAN BROS HLDG         7     10/4/2032       9.63
LEHMAN BROS HLDG         7     7/27/2037       6.75
LEHMAN BROS HLDG         7     9/28/2037       4.50
LEHMAN BROS HLDG         7    11/16/2037       9.63
LEHMAN BROS HLDG         7    12/28/2037       8.60
LEHMAN BROS HLDG         7      2/1/2038       8.15
LEHMAN BROS HLDG         7      2/7/2038       8.88
LEHMAN BROS HLDG         7      2/8/2038       5.89
LEHMAN BROS HLDG       7.1     3/25/2038       7.25
LEHMAN BROS HLDG      7.25     4/29/2038       8.75
LEHMAN BROS HLDG      7.35      5/6/2038       9.75
LEHMAN BROS HLDG      7.73    10/15/2023       5.83
LEHMAN BROS HLDG     7.875     8/15/2010      15.00
LEHMAN BROS HLDG         8      3/5/2022       7.00
LEHMAN BROS HLDG      8.05     1/15/2019       5.06
LEHMAN BROS HLDG       8.5      8/1/2015      14.75
LEHMAN BROS HLDG       8.8      3/1/2015      13.50
LEHMAN BROS HLDG      8.92     2/16/2017      11.50
LEHMAN BROS HLDG       9.5    12/28/2022       8.75
LEHMAN BROS HLDG       9.5     2/27/2023       5.26
LEHMAN BROS HLDG    10.375     5/24/2024       7.80
LEHMAN BROS HLDG        11    10/25/2017       9.63
LEHMAN BROS HLDG        11     6/22/2022       7.50
LIFETIME BRANDS       4.75     7/15/2011      43.00
LOCAL INSIGHT           11     12/1/2017      24.75
LTX-CREDENCE           3.5     5/15/2011      30.00
MAJESTIC STAR          9.5    10/15/2010      60.00
MAJESTIC STAR         9.75     1/15/2011       9.00
MERCER INTL INC       9.25     2/15/2013      38.00
MERISANT CO            9.5     7/15/2013      10.88
MERRILL LYNCH      #N/A N.      3/9/2011      85.02
METALDYNE CORP          11     6/15/2012      10.00
MILLENNIUM AMER      7.625    11/15/2026       7.00
MOMENTIVE PERFOR      11.5     12/1/2016      26.00
MORRIS PUBLISH           7      8/1/2013       5.00
NEFF CORP               10      6/1/2015      22.00
NETWORK COMMUNIC     10.75     12/1/2013      20.50
NEW PLAN EXCEL         4.5      2/1/2011      55.25
NEW PLAN EXCEL         7.4     9/15/2009      85.50
NEW PLAN EXCEL         7.5     7/30/2029      12.00
NEW PLAN REALTY        6.9     2/15/2028      16.26
NEW PLAN REALTY        6.9     2/15/2028      15.00
NEW PLAN REALTY       7.65     11/2/2026      18.18
NEW PLAN REALTY       7.68     11/2/2026      13.01
NEW PLAN REALTY       7.97     8/14/2026      13.35
NEWPAGE CORP            12      5/1/2013      36.00
NEXSTAR BROADC           7     1/15/2014      44.00
NORTEK INC             8.5      9/1/2014      30.00
NORTH ATL TRADNG      9.25      3/1/2012      20.53
NTK HOLDINGS INC         0      3/1/2014      10.00
OUTBOARD MARINE      9.125     4/15/2017       3.50
PALM HARBOR           3.25     5/15/2024      33.25
PANOLAM INDUSTRI     10.75     10/1/2013       5.00
PARK PLACE ENT         7.5      9/1/2009      71.31
PENHALL INTL            12      8/1/2014      35.88
PLY GEM INDS             9     2/15/2012      25.12
PRIMUS TELECOM        3.75     9/15/2010       1.25
PRIMUS TELECOM           8     1/15/2014      10.25
PRIMUS TELECOMM      14.25     5/20/2011      52.25
QUALITY DISTRIBU         9    11/15/2010      45.00
RADIO ONE INC        6.375     2/15/2013      18.00
RADIO ONE INC        8.875      7/1/2011      39.50
RAFAELLA APPAREL     11.25     6/15/2011      19.00
RAIT FINANCIAL       6.875     4/15/2027      28.87
RATHGIBSON INC       11.25     2/15/2014      39.50
RAYOVAC CORP           8.5     10/1/2013      11.11
READER'S DIGEST          9     2/15/2017       3.00
REAL MEX RESTAUR        10      4/1/2010      78.00
REALOGY CORP          10.5     4/15/2014      39.50
REALOGY CORP        12.375     4/15/2015      25.38
REALOGY CORP        12.375     4/15/2015      28.00
REEBOK INTL LTD          2      5/1/2024      84.13
RENTECH INC              4     4/15/2013      29.13
RH DONNELLEY         6.875     1/15/2013       4.94
RH DONNELLEY         6.875     1/15/2013       5.06
RH DONNELLEY         6.875     1/15/2013       4.94
RH DONNELLEY         8.875     1/15/2016       5.63
RH DONNELLEY         8.875    10/15/2017       6.08
RITE AID CORP        8.125      5/1/2010      74.00
RJ TOWER CORP           12      6/1/2013       1.00
ROTECH HEALTHCA        9.5      4/1/2012      19.00
SALEM COMM HLDG       7.75    12/15/2010      30.00
SINCLAIR BROAD           6     9/15/2012      34.00
SIX FLAGS INC          4.5     5/15/2015      13.25
SIX FLAGS INC        8.875      2/1/2010      18.00
SIX FLAGS INC        9.625      6/1/2014      13.50
SIX FLAGS INC         9.75     4/15/2013      15.95
SPACEHAB INC           5.5    10/15/2010      45.00
SPHERIS INC             11    12/15/2012      39.50
STALLION OILFIEL      9.75      2/1/2015      26.00
STANDARD MTR          6.75     7/15/2009      92.00
STATION CASINOS          6      4/1/2012      33.00
STATION CASINOS        6.5      2/1/2014       5.25
STATION CASINOS      6.625     3/15/2018       3.00
STATION CASINOS      6.875      3/1/2016       2.25
STONE CONTAINER      8.375      7/1/2012      34.00
TEKNI-PLEX INC       12.75     6/15/2010      75.00
TEXAS UTILITIES       7.46      1/1/2015      31.02
THORNBURG MTG            8     5/15/2013       6.50
TIMES MIRROR CO       6.61     9/15/2027       2.88
TIMES MIRROR CO       7.25      3/1/2013       3.96
TIMES MIRROR CO       7.25    11/15/2096       4.25
TIMES MIRROR CO        7.5      7/1/2023       4.25
TOYOTA-CALL06/09       4.5    12/20/2013      95.68
TOYOTA-CALL06/09       5.1    12/20/2018      97.04
TOYOTA-CALL06/09      5.25     6/20/2017      99.00
TOYOTA-CALL06/09       5.5     6/20/2017      98.75
TRANS-LUX CORP        8.25      3/1/2012      40.00
TRIBUNE CO           4.875     8/15/2010       6.50
TRIBUNE CO            5.25     8/15/2015       6.40
TRIBUNE CO            5.67     12/8/2008       4.40
TRICO MARINE             3     1/15/2027      25.50
TRICO MARINE SER       6.5     5/15/2028      30.75
TRONOX WORLDWIDE       9.5     12/1/2012      18.00
TRUMP ENTERTNMNT       8.5      6/1/2015      14.75
UAL CORP               4.5     6/30/2021      41.75
UAL CORP                 5      2/1/2021      50.41
USFREIGHTWAYS          8.5     4/15/2010      44.11
VERASUN ENERGY       9.375      6/1/2017       8.50
VERENIUM CORP          5.5      4/1/2027      17.00
VERSO PAPER         11.375      8/1/2016      32.75
VICORP RESTAURNT      10.5     4/15/2011       0.13
VION PHARM INC        7.75     2/15/2012      33.38
VISTEON CORP             7     3/10/2014       7.33
VISTEON CORP         12.25    12/31/2016       6.49
WASH MUT BANK NV       5.5     1/15/2013       0.13
WASH MUT BANK NV      5.55     6/16/2010      17.50
WASH MUT BANK NV      5.95     5/20/2013       0.10
WASH MUTUAL INC       8.25      4/1/2010      60.00
WCI COMMUNITIES          4      8/5/2023       1.00
WCI COMMUNITIES      7.875     10/1/2013       1.00
WCI COMMUNITIES      9.125      5/1/2012       0.25
WII COMPONENTS          10     2/15/2012      40.25
WILLIAM LYON         7.625    12/15/2012      28.00
WILLIAM LYONS          7.5     2/15/2014      32.25
WILLIAM LYONS        7.625    12/15/2012      29.90
WILLIAM LYONS        10.75      4/1/2013      30.10
XM SATELLITE            10     12/1/2009      95.75
XM SATELLITE            13      8/1/2013      46.75


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***