TCR_Public/090610.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 10, 2009, Vol. 13, No. 159

                            Headlines

ACTION MOTORSPORTS: Voluntary Chapter 11 Case Summary
ALSET OWNERS: Case Summary & 30 Largest Unsecured Creditors
AMACORE GROUP: Sells $4.5MM Convertible Preferred Stock to Vicis
AMERICAN TONERSERV: Secures New Line of Credit With Wells Fargo
AMERICAN SAFETY S&P Affirms Corporate Credit Rating at 'B'

ANGIOTECH PHARMACEUTICALS: Amends Credit Deal with Wells Fargo
ARCADE PUBLISHING: Files for Chapter 11 Bankruptcy Protection
ASARCO LLC: Court Extends Intercompany Loan Maturity to July 31
ASARCO LLC: District Court Outlines Bonding Requirements for AMC
ASCENSION PAYROLL: Voluntary Chapter 11 Case Summary

BANCO POPULAR: Fitch Downgrades Issuer Default Rating to 'B'
BANCO POPULAR NORTH AMERICA: Fitch Cuts Issuer Default Rating to B
BANK OF AMERICA: Congress to Subpoena Fed Reserve on Merrill Deal
BEARINGPOINT INC: Ernst & Young Raises Substantial Doubt
BERWICK BLACK: Creditors' Motion to Dismiss Is Denied

BENJAMIN KADOSH: Case Summary & 20 Largest Unsecured Creditors
BERRY PLASTICS: S&P Raises Corporate Credit Rating to 'B-'
BLUE DRAGON PROPERTIES: Case Summary & 20 Largest Unsec. Creditors
BOEGER LAND: Case Summary & Three Largest Unsecured Creditors
BROOKSIDE TECH: Inks Securities Purchase Deal With Vicis Capital

CC MEDIA: S&P Junks Corporate Credit Rating From 'B-'
CHARTER COMMUNICATIONS: District Court Issues TRO Against DirecTV
CHRYSLER LLC: Supreme Court Won't Block Sale of Assets to Fiat
CHRYSLER LLC: US Trustee Objects to Release of Officers From Suits
CHRSYLER LLC: Sues Logghe Stamping for Violating Automatic Stay

CHRYSLER LLC: Wants to Hire Dykema Gossett as Special Counsel
CITIGROUP INC: Will Launch Exchange Offers This Week
CLEAR CHANNEL: S&P Junks Corporate Credit Rating
CLEARWATER PAPER: Moody's Assigns 'Ba2' Corporate Family Rating
CMR MORTGAGE II: Wants to Assign Interest in South S.F. Property

COMMUNICATION INTELLIGENCE: Closes Phoenix Venture Financing
DELPHI CORP: Deloitte & Touche Wants Retention Terminated
DELPHI CORP: Court to Consider Interim Approval of GM Deal Today
DELPHI CORP: Wants Goldman Partial Summary Judgment Motion Denied
EMPIRE RESORTS: Board of Directors Names Joseph Bernstein as CEO

ENERGY PARTNERS: U.S. Trustee Form Six-Member Creditors' Panel
EPICEPT CORPORATION: Ben Tseng Resigns as Chief Scientific Officer
ETHAN ALLEN: Moody's Downgrades Rating on Senior Notes to 'Ba1'
FILENE'S BASEMENT: Men's Wearhouse Wins Auction With $62MM Bid
FORD MOTOR: Says Government Is Giving GMAC Rival Better Deal

FREEMAN ROAD: Case Summary & 30 Largest Unsecured Creditors
GENERAL MOTORS: Names Edward Whitacre Jr. as Chairman of New GM
GENERAL MOTORS: Auction to Be Held on June 12 to Settle Contracts
GLOWPOINT INC: Directors Resign to End Multi-Year Term in Board
GRANITE CAPITAL: Case Summary & 20 Largest Unsecured Creditors

HARRAH'S ENT: Operating Co. Inks Amendment & Waiver to Credit Pact
HARVEST OIL: Files Schedules of Assets and Liabilities
HARVEST OIL: May Continue to Use Cash Collateral Until June 28
HEALTHTRONICS INC: Endocare Deal Won't Affect Moody's 'B2' Rating
HERNANDO BEACH: Case Summary & 20 Largest Unsecured Creditors

HILLS MARCH LLC: Case Summary & 5 Largest Unsecured Creditors
HUMANA INC: Moody's Affirms 'Ba1' Subordinated Debt Shelf Rating
IMAX CORPORATION: Sells 9.8 Million Common Shares to Roth Capital
INTERPUBLIC GROUP: Fitch Assigns 'BB+' Rating on $500 Mil. Notes
INTERPUBLIC GROUP: Moody's Assigns 'Ba3' Rating on $500 Mil. Notes

INTERPUBLIC GROUP: S&P Assigns 'B+' Rating on $500 Mil. Notes
J.G. WENTWORTH: Receives $100 Million in New Equity
JAMES WEBSTER: Case Summary & 7 Largest Unsecured Creditors
KUSHNER-LOCKE: Wants to Use Cash Collateral Until November 30
LEHMAN BROTHERS: Inks Mortgage Purchase Agreement With Americor

LODGENET INTERACTIVE: Moody's Affirms 'B3' Corporate Family Rating
LYONDELL CHEMICAL: To Demolish Brazoria Plant; Hearing Set July 2
MASONITE CORP: Emerges From Chapter 11 and CCAA Protection
MASONITE CORP: 12 Affiliates Disclose Assets & Liabilities
MCCLATCHY COMPANY: Gains Compliance With NYSE's Listing Standards

MDWERKS INC: Terminates Employment of Chief Operating Officer
MOMENTIVE PERFORMANCE: Nantong Inks Deals With Shanghai Hongkou
MXENERGY HOLDINGS: Inks Amendment to Societe Generale Credit Deal
MYRA RUTH REED: Voluntary Chapter 11 Case Summary
NANBU INC: Voluntary Chapter 15 Case Summary

NATIONAL DIE & BUTTON: Case Summary & 14 Largest Unsec. Creditors
NAVISTAR INT'L: Board Names Cederoth as Interim Financial Officer
NFJV LLC: Voluntary Chapter 11 Case Summary
NORTEL NETWORKS: Seeks Court Approval of Crossroads Settlement
NORTEL NETWORKS: Canadian Applicants Can Sell Stake in Korean JV

NORTEL NETWORKS: Canadian Court Approves Sale of Westwinds Assets
NORTEL NETWORKS: Court Permits Filing of Schedule Parts Under Seal
NORTEL NETWORKS UK: Voluntary Chapter 15 Case Summary
NYSAL INC: Case Summary & 20 Largest Unsecured Creditors
PEANUT CORP: Plainview Peanut Files for Ch 7 Bankruptcy Protection

PILGRIM'S PRIDE: Seeks $18MM DIP Financing from Liberty Mutual
POPULAR INC: Fitch Downgrades Issuer Default Rating to 'B'
QPC LASERS: Lender Conducts Sale of Quintessence Photonics' Assets
RH DONNELLEY: Can Pay Prepetition Taxes Up to $5.5 Million
RH DONNELLEY: Court OKs $2MM Payment to Shippers & Lien Claimants

RH DONNELLEY: Court Permits Payment of Insurance Obligations
RILEY ELLIOTTE LAMSON: Case Summary & 16 Largest Unsec. Creditors
RITE AID: Moody's Assigns 'B3' Rating on $400 Mil. Senior Notes
RONSON CORPORATION: Wells Fargo Extends Moratorium thru July 3
SEMGROUP LP: Court Sets Disclosure Statement Hearing for June 25

SEMGROUP LP: Examiner's Seeks Discharge From Ch. 11 Probe Duties
SEMGROUP LP: AP Services Bills $5.9MM for January-March 2009 Work
SEMGROUP LP: Lenders & Unsecured Creditors Group Support Plan
SPECTRUM BRANDS: Exclusive Solicitation Period Extended to Oct. 2
SPECTRUM BRANDS: Court Extends Lease Decision Period to Sept. 1

SPECTRUM BRANDS: Court Defers Setting of Claims Bar Date
SPECTRUM BRANDS: Equity Panel Wants Lazard Reports Excluded
SROKA HOSPITALITY: Case Summary & 8 Largest Unsecured Creditors
STAR TRIBUNE: Hearing on Pension Plan Postponed for Second Time
SUREFIL LLC: Case Summary & 20 Largest Unsecured Creditors

THERAPEDIC SLEEP: Blames Suit Against Jerry Gershaw for Collapse
TLC VISION: Lenders Extend Limited Waiver for Term Loan to June 30
TRICOM SA: Two Banks Object to Approval of Disclosure Statement
TWIN RIVER: To File for Bankruptcy If Talks With Lenders Fail
US ONCOLOGY: Upsizing of Offering Won't Move Moody's 'Ba3' Rating

VALUE CITY: Panel Seeks Rule 2004 Examination of Retail Ventures
VISTEON CORP: U.S. Trustee Appoints 7-Member Creditors Committee
VISTEON CORP: Wants Schedules Filing Deadline Extended to Aug. 26
VISTEON CORP: Wants to Hire Kirkland & Ellis as Counsel
VISTEON CORP: Ch. 11 Filing Triggers Default on Debt Obligation

WCI COMMUNITIES: Files Reorganization Plan & Disclosure Statement
WHITEHALL JEWELERS: Hires Streambank LLC to Lead IP Sale
WL HOMES: Court Converts Chapter 11 Case to Chapter 7 Liquidation
WORLDSPACE INC: Court Extends Plan Filing Period to July 31

* Mike Matlat Joins DJM Realty

* Upcoming Meetings, Conferences and Seminars


                            *********


ACTION MOTORSPORTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Action Motorsports, Inc.
        4125 W Summit Walk Drive
        Phoenix, AZ 85086

Bankruptcy Case No.: 09-12336

Chapter 11 Petition Date: June 4, 2009

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

Judge: Randolph J. Haines

Debtor's Counsel: Michael S. Reeves, Esq.
                  Reeves & Tafoya, PLC
                  1212 E. Osborn
                  Phoenix, AZ 85014
                  Tel: (602) 604-7577
                  Fax: (602) 604-7555
                  Email: michael.reeves@azbar.org

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

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

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

The petition was signed by Roy McClure, president of the Company.


ALSET OWNERS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Alset Owners, LLC
        1200 North Federal Highway, Suite 111-B
        Boca Raton, FL 33432

Bankruptcy Case No.: 09-11960

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
   Altes, LLC                                      09-11961
   Setla, LLC                                      09-11962
   Checkers Michigan, LLC                          09-11963

Chapter 11 Petition Date: June 5, 2009

Court: District of Delaware

Judge: Brendan Linehan Shannon

Debtors' Counsel: Bonnie Glantz Fatell, Esq.
                  fatell@blankrome.com
                  Blank Rome LLP
                  1201 Market Street, Suite 800
                  Wilmington, DE 19801
                  Tel: (302) 425-6423
                  Fax: (302) 425-6464

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Checkers Drive-In-Rest         fees              $3,700,000
4300 W. Cypress St., Ste. 600
Tampa, FL 33607
Tel: (727) 519-2000

Media Dex Inc.                 advertising       $406,000
5784 Eaglesridge Lane.
Cincinnati, OH 45230
Tel: (513) 642-6700

MBM PFC Customized Food        trade             $356,822
Distributors Inc.
PO Box 6258
Rocky Mount, NC 27802
Tel: (407) 857-3960

Checkers Rally's NPF           advertising       $227,000

Musky Checkers                 tax               $100,369

R&R Capital                    rent              $70,129

Vendor Capital                 lease             $53,707

I Supply Company               trade             $53,000

Theodoro Baking                trade             $40,600

Klostermans Baking             trade             $38,000

John J. Charleston Trust       rent              $32,500

Debra Buckner                  tax               $29,807

Orlando Baking                 trade             $27,100

Carolyn Rice Treasurer         tax               $24,905

Collector of Revenue           tax               $20,598

Marian Patrica Sellers         rent              $19,500

BFI Waste Sys. (Allied Waste)  tax               $18,337

Gregory F X Daily              tax               $17,706

ERC Parts Inc.                 trade             $17,400

Moore Food Distributors        trade             $14,300

NUCO2                          trade             $12,000

2182 North Highway 67 LLC      rent              $11,166

Gilbert W. Younger             rent              $11,000

Malcolm Designs                rent              $11,000

First Place Bank/ERAM LLC      rent              $10,748

John and Magda Rado            rent              $10,733

Wonder Bread                   trade             $10,700

City of Muskegon               tax               $10,014

Muzak LLC                      tax               $10,000

The petition was signed by Leonard Levitaky, president and
managing member.


AMACORE GROUP: Sells $4.5MM Convertible Preferred Stock to Vicis
----------------------------------------------------------------
The Amacore Group Inc. entered into an oral agreement with Vicis
Capital Master Fund, its majority stockholder, to sell Vicis
$4.5 million worth of a newly designated class of convertible
preferred stock.

The Company anticipates that the Preferred Stock will be
convertible into shares of the Company's Class A Common Stock, par
value $0.001 per share, at $0.01 per share.  The funds were
received from Vicis on May 28, 2009, however, a Preferred Stock
purchase agreement and other related transaction documents are in
the process of being negotiated with Vicis and, accordingly, have
not been executed at this time.  The shares of Preferred Stock
will be issued to Vicis upon the execution of the Transaction
Documents.

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

At March 31, 2009, the Company's balance sheet showed total assets
of $19.6 million and total liabilities of $23.1 million, resulting
in a stockholders' deficit of about $3.5 million.

                        Going Concern Doubt

McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial results for for the year
ended December 31, 2008.  The auditors pointed that the Company
has suffered recurring losses from operations and has negative
working capital.


AMERICAN TONERSERV: Secures New Line of Credit With Wells Fargo
---------------------------------------------------------------
American TonerServ Corp. entered into a new Revolving Line of
Credit with Wells Fargo Bank, which provides for maximum borrowing
of $835,000 at an initial interest rate of 11.25% per annum.

The Revolving Line of Credit replaces an existing facility for
$835,000 from Wells Fargo Bank for the same amount for standby
letters of credit that was to expire on June 30, 2009.  The
Revolving Line of Credit will be available through January 15,
2010.  The interest rate on borrowings under the Revolving Line of
Credit is the prime rate plus 8.0%, with a minimum interest rate
of 11.25%.  Four of the Company's directors are assisting the
Company by serving as co-borrowers on the Revolving Line of
Credit.

In compensation for their assistance by serving as co-borrowers,
these directors received warrants to purchase shares of the
Company's common stock at $0.15 per share for a period of five
years as:

     Name of Director            Number of Shares Under Warrants
     ----------------            -------------------------------
     William Robotham            2,000,000
     Chuck Mache                   666,667
     Thomas Hakel                  666,666
     Daniel J. Brinker             666,666

On May 29, 2009, the Company entered into an Agreement to Advance
Credit and Loan among MTS Partners, Inc., iPrint Technologies,
LLC, a subsidiary of the Company, and the Company.  MTS is owned
by Chad Solter, a Director of the Company.

Under the Agreement, MTS Partners, Inc., has provided a $200,000
loan and standby letters of credit to certain of iPrint's vendors
in the aggregate of $365,000.  The loan was made under a secured
promissory note that is due on August 15, 2009.  The total amount
of interest on the note due at maturity is $15,000.  The note is
secured by all of iPrint's assets.

As compensation for providing the standby letters of credit under
the Agreement, MTS received warrants to purchase 1,000,000 shares
of the Company's common stock at $0.15 per share for a period of
five years.

                    About American TonerServ

Based in Santa Rosa, California, American TonerServ Corp. (OTC BB:
ASVP) -- http://www.americantonerserv.com/-- is a consolidator in
the highly fragmented printer supplies and services industry.  ATS
acquires, integrates and manages independent businesses that
deliver printer supplies, services and equipment to small and
mid-sized businesses.

                       Going Concern Doubt

On March 31, 2009, Perry-Smith LLP in Sacramento, California,
raised substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
results for the years ended December 31, 2008, and 2007.  The
auditors pointed that the Company suffered recurring losses from
operations resulting in an accumulated deficit of $22,219,836.
Current liabilities exceed its total current assets at
December 31, 2008, by $4,973,437.

The Company had a loss of $277,614 and had negative cash flows
from operations of $336,380 for the three month period ended
March 31, 2009, and had an accumulated deficit of $22,498,000 and
a working capital deficit of $5,035,789 at March 31, 2009.  Cash
flows from operations are insufficient to sustain the current
level of operations.  Thus, the Company has insufficient funds to
meet its financial obligations as they become due.


AMERICAN SAFETY S&P Affirms Corporate Credit Rating at 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating and other ratings on privately held
American Safety Razor Co. and removed the ratings from CreditWatch
where they were placed on December 19, 2008.  The outlook is
negative.

"The affirmation reflects that recent operating and financial
results improved in the quarter ended March 31, 2009, from fourth-
quarter 2008," said Standard & Poor's credit analyst Jayne Ross.
Cedar Knolls, New Jersey-based American Safety Razor had about
$546 million of total debt (adjusted for capitalized operating
leases, mezzanine debt at RSA Holdings Corp, and pension and
postretirement obligations).

"The rating on American Safety Razor Co. reflects the company's
high debt leverage, narrow product focus, aggressive financial
policy, and small size in a sector dominated by companies with
substantially greater financial resources," added Ms. Ross.
"Although the company maintains a good market position as a
private-label/value manufacturer and marketer of razors and
blades, it competes against larger players in the razor and blade
category."  Despite American Safety Razor's defensive operating
strategy (maintaining a solid private-label/value share in the
consumer market and pursuing niche markets such as specialty
industrial blades), the company is vulnerable to pricing actions
by its bigger competitors.

In 2008, the company faced operating challenges in implementing
manufacturing initiatives as well as a very difficult operating
environment in its razor and industrial products segments.  The
company has taken steps to address the factors affecting its
industrial business.  S&P does not expect that there will be any
material improvement in this segment in the near term.  However,
S&P does expect to see quarter over quarter progress in the razor
business, due to cost saving initiatives and new product
introductions.  This should result in improving operating margins
and profits during the year.

The outlook on American Safety Razor is negative and reflects
S&P's projections that the cushion for the maximum leverage
covenant could tighten to less than 5% for the quarter ending
December 2009 given the step down to 4.35x from 4.9x.  S&P could
lower the rating if the company cannot remain in compliance with
its covenants and internal and external factors result in the
deterioration of the company's operating performance.  The tight
covenant cushion could result from a moderate decline of EBITDA
from projected levels as the leverage covenant steps down in the
fourth quarter.  S&P would consider a stable outlook if American
Safety Razor continues to improve its operating performance,
maintain adequate cushion under its covenants, and remain in
compliance with its covenants.


ANGIOTECH PHARMACEUTICALS: Amends Credit Deal with Wells Fargo
--------------------------------------------------------------
Angiotech Pharmaceuticals, Inc., and certain of its U.S.
subsidiaries, as borrowers, entered into an amendment to the
Credit Agreement, dated as of February 27, 2009, with Wells Fargo
Foothill, LLC, as arranger, administrative agent and lender.

Angiotech and certain of its subsidiaries guaranty the payment and
performance of the Borrowers' obligations under the Credit
Agreement and accordingly, have entered into a Consent and
Reaffirmation with respect to the Amendment.

Among other things, the Amendment expands the definition of
"Permitted Investments," eliminates the "availability block" on
the secured revolving facility so that the Borrowers have access
to the full $25 million under the facility, and terminates the
$10 million secured delayed draw term loan facility, which was
undrawn at the time of the Amendment and was not projected by
Angiotech to be used before that facility will terminate on
August 31, 2009.

A full-text copy of the First Amendment to the Angiotech-Wells
Fargo Credit Agreement is available for free at:

               http://ResearchArchives.com/t/s?3db2

Based in Vancouver, British Columbia, Angiotech Pharmaceuticals
Inc. (NASDAQ: ANPI, TSX: ANP)-- http://www.angiotech.com/--  is a
pharmaceutical and medical device company with over 1,500
dedicated employees.  Angiotech discovers, develops and markets
innovative treatment solutions for diseases or complications
associated with medical device implants, surgical interventions
and acute injury.

At March 31, 2009, the Company's balance sheet showed total assets
of $401.1 million and total liabilities of $688.5 million,
resulting in a stockholders' deficit of about $287.4 million.


ARCADE PUBLISHING: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Jacqueline Palank posted on The Wall Street Journal blog
Bankruptcy Beat that Arcade Publishing, Inc., has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the Southern District of New York due to economic downturn.

Arcade Publishing, says Ms. Palank, has struggled since company
president Richard Seaver died in January 2009.

Arcade Publishing listed $4.5 million in assets and $6.3 million
in liabilities, according to court documents.

Crain's New York Business relates that Little Brown & Co., which
distributes Arcade Publishing's books, is one of the Debtor's
biggest creditors.  Arcade Publishing, the report states, owes
Little Brown $243,932 for a loan and $242,876 under a distribution
agreement.

Crain's says that Arcade Publishing also owes Indian politician
and novelist Shashi Tharoor about $25,779.

New York-based Arcade Publishing, Inc., is a small, independent
literary house that has published books by famous foodie James
Beard, film director Ingmar Bergman, Israeli president Shimon
Peres, and other authors from around the globe.  It was founded by
the late Richard Seaver.


ASARCO LLC: Court Extends Intercompany Loan Maturity to July 31
---------------------------------------------------------------
As reported by the Troubled Company Reporter on May 18, 2009,
Judge Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas authorized ASARCO LLC in September 2008
to extend a one-time intercompany loan of up to $10,000,000 to the
Asbestos Subsidiary Debtors on a secured basis.  The Loan
terminated according to its own terms last April 1, 2009, and
ASARCO notified the Asbestos Subsidiary Debtors of the
termination.  In response, the Official Unsecured Creditors
Committee for the Asbestos Subsidiary Debtors and Robert C. Pate,
the Future Claims Representative, asked the Court to abate the
reorganization cases or to compel ASARCO to extend the DIP loan.
At the Court's urging, ASARCO agreed to extend the maturity to
May 15.

The Official Unsecured Creditors Committee for the Asbestos
Subsidiary Debtors and Robert C. Pate, the Future Claims
Representative, asked the Court for abatement of the Debtors'
bankruptcy cases or to compel ASARCO LLC to extend a $10 million
intercompany loan extended to the Asbestos Subsidiary Debtors on a
secured basis.

ASARCO LLC objected and asked the Court to deny the request to
abate, asserting that it acted in the best interest of the
bankruptcy estates in electing not to renew the Intercompany DIP
Credit Agreement.  According to Jack L. Kinzie, Esq., at Baker
Botts L.L.P., in Dallas, Texas, at the time the DIP Credit
Agreement was negotiated in August 2008, ASARCO and the Asbestos
Fiduciaries had reached a global settlement of asbestos
liabilities and were moving jointly towards a confirmation hearing
of ASARCO's original plan of reorganization under which all
asbestos claims and demands would be channeled to a trust under
Section 524(g) of the Bankruptcy Code.  Because the Asbestos
Subsidiary Debtors have no operations and currently generate no
income, the Intercompany DIP Loan provided them with funds by
which they could pay their professional fees, Mr. Kinzie notes.
Total professional fees for the Asbestos Subsidiary Debtors have
amounted to approximately $25 million to date.

"Now, circumstances have changed.  The Asbestos Fiduciaries
repudiated the global settlement and entered into an agreement in
principle with ASARCO Incorporated and Americas Mining
Corporation to support the plan of reorganization proposed by the
Parent and to oppose the Debtors' Amended Sterlite Plan," Mr.
Kinzie tells the Court.  Rather than supporting a Section 524(g)
injunction under both plans and allowing asbestos claimants to
select their preference for either plan, the Asbestos Fiduciaries
instead have agreed to oppose the issuance of a Section 524(g)
injunction for Sterlite, thereby unleveling the playing field
against the Debtors' Amended Sterlite Plan, Mr. Kinzie points
out.

ASARCO must act in the best interests of its bankruptcy estate
and under the circumstances, ASARCO cannot justify continuing to
fund an Intercompany DIP Loan for the benefit of the Asbestos
Subsidiary Debtors when the Asbestos Fiduciaries are intent on
destroying competition in the plan process and potentially
supporting a lower recovery for creditors as a result, Mr. Kinzie
contends.  He reminds the Court that at the April 28, 2009
hearing on the request to abate, Judge Schmidt noted that the
issue was particularly difficult.

"Moreover, in the Motion to Abate, the Asbestos Fiduciaries
request relief that is without merit and without authority.  The
Asbestos Fiduciaries cite no authority suggesting that a chapter
11 debtor's refusal to loan money to a subsidiary's estate is a
basis for abating the entirety of a chapter 11 reorganization --
presumably because no such authority exits," Mr. Kinzie points
out.  "To be sure, the Debtors have found no authority requiring
the Court to order a debtor to extend a loan to its subsidiary, a
loan that otherwise expired by its own terms, so that the
subsidiary may fund payment of its professional fees," he adds.

After considering the arguments, the Court extended from April 1,
2009 through July 31, 2009, the authorization granted to ASARCO
LLC under that certain DIP Financing Order that provides for
ASARCO LLC to lend $10 million to the Asbestos Subsidiary Debtors
on a secured basis.  The intercompany loan terminated on its own
terms on April 1.  Judge Schmidt held that all borrowings under
the DIP Finance Agreement during the Extension Period are (i)
subject to the terms and conditions of the DIP Finance Agreement
and the DIP Financing Order, and (ii) secured by the liens against
the Collateral, the Super-Priority Claims and the setoff and
recoupment rights under the DIP Financing Order.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: District Court Outlines Bonding Requirements for AMC
----------------------------------------------------------------
As reported by the Troubled Company Reporter on June 5, 2009,
Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, in a news release said that U.S. Judge Andrew S. Hanen of the
Fifth Circuit District Court in Brownsville, Texas granted on
June 2, 2009, Grupo Mexico the right to post an alternative
financial guarantee to secure its Motion for Stay. In its opinion,
the Court said it would allow AMC to place in escrow shares of
Southern Copper Corporation stock rather than a cash bond, as was
requested by ASARCO LLC, to secure the enforcement of any judgment
at appeal. The appeal is expected to take at least a year.

Judge Andrew S. Hanen of the U.S. District Court for the Southern
District of Texas partially granted and partially denied the
request of Americas Mining Corporation to stay the execution of
the final judgment awarding ASARCO the return of 260,093,694
shares of Southern Copper Corporation's common stock and
$1,382,307,216 in money damages and prejudgment interest, pending
a decision on the Parent's appeal.

The Court opined that the posting of a full cash bond would impose
an undue financial burden on AMC, and that ASARCO's needs for
security can be satisfied by alternative means.  The Court also
found that requiring a full supersedeas bond would constitute an
undue burden on AMC that would likely deprive ASARCO's creditors
of the benefit of entertaining a competing reorganization plan in
the bankruptcy proceeding.

Judge Hanen outlined the bonding requirements:

  (a) AMC will have to place 260,093,694 shares of SCC Common
      Stock, which is the non-monetary portion of the judgment,
      in an escrow account with a neutral third party agreed to
      by the parties, or if no agreement can be reached, in the
      Registry of the Court, subject to the terms of a mutually
      agreed upon escrow agreement;

  (b) AMC will also place additional SCC shares in an amount
      equal to twice the value of $1,382,307,216, which is the
      monetary portion of the judgment, in the same escrow
      account.  In the event the monetary value of the shares
      falls below an amount equal to 1.75 times $1,382,307,216,
      AMC will add more SCC stock to the escrow account in the
      amount of the shares necessary to return the total value
      to double the value of $1,382,307,216;

  (c) At the earlier of November 5, 2009, or 60 days after the
      date any plan, other than the plan proposed by the Parent,
      is confirmed by the Bankruptcy Court, AMC will replace the
      security for the monetary portion of the judgment with a
      supersedeas bond of $1,382,307,216, and the security for
      any dividends deposited will be replaced with a
      supersedeas bond equal to the amount of the dividends; and

  (d) If the Bankruptcy Court is unable to confirm a plan by
      November 5, 2009, or for other good cause, Judge Hanen
      will consider an appropriate motion for an extension of
      the November 5 deadline, although the movant will bear the
      burden to show cause.

According to Steven Church of Bloomberg News, the SCC common
stock to be put into escrow is worth $8.84 billion.

A full-text copy of Judge Hanen's memorandum and order is
available for free at:

http://bankrupt.com/misc/ASARCO_AMC_Memo&Order_060209.pdf

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASCENSION PAYROLL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Ascension Payroll Processing, Inc.
        32551 Stanford Rd.
        Los Fresnos, TX 78566

Bankruptcy Case No.: 09-10316

Chapter 11 Petition Date: June 8, 2009

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

Debtor's Counsel: Ellen C. Stone, Esq.
                  The Stone Law Firm, P.C.
                  62 E Price Rd
                  Brownsville, TX 78521
                  Tel: (956) 546-9398
                  Fax: (956) 542-1478
                  Email: ignbro@ellenstonelaw.com

Total Assets: $592,702

Total Debts: $592,702

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

The petition was signed by Gaines L. Burns, president of the
Company.


BANCO POPULAR: Fitch Downgrades Issuer Default Rating to 'B'
------------------------------------------------------------
Fitch Ratings has downgraded the Long-term Issuer Default Rating
of Popular, Inc., to 'B' from 'BBB' and downgraded the Long-term
IDRs of units Banco Popular de Puerto Rico and Banco Popular North
America to 'BB-' from 'BBB'.  All ratings remain on Rating Watch
Negative where they were first placed on May 15, 2009.  A complete
listing of ratings follows this release.

The action follows Popular's announcement that it is offering an
exchange of its preferred stock instruments into common stock to
boost its existing weak level of tangible common equity which
stood at just 2.7% of tangible assets on March 31, 2009.  The
magnitude of this plan underscores the asset quality challenges
currently being faced by Popular.  The level of non-performing
loans remains well above average among major and regional U.S.
banks with the prospect of further deterioration.

Popular's ratings remain on Watch Negative given the execution
risk associated with the new exchange plan and the prospect of
escalating asset quality issues.  The removal from Watch Negative
hinges on the success of this plan as well as a stabilization of
problem loans.

Particularly in a stress scenario, there is the risk that
considerable funds from the holding company could be downstreamed
to boost bank level capital ratios.  This potential outcome could
hamper the ability of the holding company (Popular) and sub-
holding company (Popular North America, Inc.) to service a
considerable level of holding company debt.  Consequently, Fitch
has widened the notching between holding company and bank level
IDRs.  The holding company senior debt rating has been assigned a
recovery rating of 'RR4'.

Investors in preferred stock are being encouraged to participate
through the suspension of preferred dividends.  Given this
suspension, the preferred stock rating of Popular was downgraded
to 'C/RR6' from 'BB+'.  (See commentary 'Fitch Sees Elevated Risk
of Bank Hybrid Capital Coupon Deferral in 2009' dated Feb. 4, 2009
available on Fitch's web site at 'www.fitchratings.com').  While
the current plan suggests trust preferred holders will not face an
immediate suspension of payments, Fitch believes the potential for
future deferral is increasing. Consequently, the trust preferred
rating has been downgraded to 'CCC/RR6' from 'BB+'.

Fitch has downgraded these ratings, which remain on Watch
Negative:

Popular, Inc.

  -- Long-term IDR to 'B' from 'BBB';
  -- Short-term IDR to 'B' from 'F2';
  -- Senior unsecured to 'B/RR4' from 'BBB';
  -- Short-term Debt to 'B' from 'F2';
  -- Individual to 'D/E' from 'C'.

Popular North America, Inc.

  -- Long-term IDR to 'B' from 'BBB';
  -- Senior unsecured to 'B/RR4' from 'BBB';
  -- Short-term IDR to 'B' from 'F2';
  -- Short-term Debt to B from 'F2';
  -- Individual rating to 'D/E' from 'C'.

Banco Popular North America

  -- Long-term IDR to 'BB-' from 'BBB';
  -- Long-term deposits to 'BB' from 'BBB+';
  -- Short-term IDR to 'B' from 'F2';
  -- Short-term deposits to 'B' from 'F2';
  -- Individual rating to 'D' from 'C'.

Banco Popular de Puerto Rico

  -- Long-term IDR to 'BB-' from 'BBB';
  -- Long-term deposits to 'BB' from 'BBB+';
  -- Short-term IDR to 'B' from 'F2';
  -- Short-term deposits to 'B' from 'F2';
  -- Individual rating to 'D' from 'C'.

BanPonce Trust I

  -- Trust preferred to 'CCC/RR6' from 'BB+'.

Popular Capital Trust I

  -- Trust preferred to 'CCC/RR6' from 'BB+'.

Popular Capital Trust II

  -- Trust preferred to 'CCC/RR6' from 'BB+'.

Popular North America Capital Trust I

  -- Trust preferred to 'CCC/RR6' from 'BB+'.

Fitch has downgraded these ratings and removed them from Watch
Negative:

Popular

  -- Preferred stock to 'C' from 'BB+'.

Fitch has affirmed these ratings:

Popular

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

Popular North America, Inc.

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

Banco Popular North America

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

Banco Popular de Puerto Rico

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


BANCO POPULAR NORTH AMERICA: Fitch Cuts Issuer Default Rating to B
------------------------------------------------------------------
Fitch Ratings has downgraded the Long-term Issuer Default Rating
of Popular, Inc., to 'B' from 'BBB' and downgraded the Long-term
IDRs of units Banco Popular de Puerto Rico and Banco Popular North
America to 'BB-' from 'BBB'.  All ratings remain on Rating Watch
Negative where they were first placed on May 15, 2009.  A complete
listing of ratings follows this release.

The action follows Popular's announcement that it is offering an
exchange of its preferred stock instruments into common stock to
boost its existing weak level of tangible common equity which
stood at just 2.7% of tangible assets on March 31, 2009.  The
magnitude of this plan underscores the asset quality challenges
currently being faced by Popular.  The level of non-performing
loans remains well above average among major and regional U.S.
banks with the prospect of further deterioration.

Popular's ratings remain on Watch Negative given the execution
risk associated with the new exchange plan and the prospect of
escalating asset quality issues.  The removal from Watch Negative
hinges on the success of this plan as well as a stabilization of
problem loans.

Particularly in a stress scenario, there is the risk that
considerable funds from the holding company could be downstreamed
to boost bank level capital ratios.  This potential outcome could
hamper the ability of the holding company (Popular) and sub-
holding company (Popular North America, Inc.) to service a
considerable level of holding company debt.  Consequently, Fitch
has widened the notching between holding company and bank level
IDRs.  The holding company senior debt rating has been assigned a
recovery rating of 'RR4'.

Investors in preferred stock are being encouraged to participate
through the suspension of preferred dividends.  Given this
suspension, the preferred stock rating of Popular was downgraded
to 'C/RR6' from 'BB+'.  (See commentary 'Fitch Sees Elevated Risk
of Bank Hybrid Capital Coupon Deferral in 2009' dated Feb. 4, 2009
available on Fitch's web site at 'www.fitchratings.com').  While
the current plan suggests trust preferred holders will not face an
immediate suspension of payments, Fitch believes the potential for
future deferral is increasing. Consequently, the trust preferred
rating has been downgraded to 'CCC/RR6' from 'BB+'.

Fitch has downgraded these ratings, which remain on Watch
Negative:

Popular, Inc.

  -- Long-term IDR to 'B' from 'BBB';
  -- Short-term IDR to 'B' from 'F2';
  -- Senior unsecured to 'B/RR4' from 'BBB';
  -- Short-term Debt to 'B' from 'F2';
  -- Individual to 'D/E' from 'C'.

Popular North America, Inc.

  -- Long-term IDR to 'B' from 'BBB';
  -- Senior unsecured to 'B/RR4' from 'BBB';
  -- Short-term IDR to 'B' from 'F2';
  -- Short-term Debt to B from 'F2';
  -- Individual rating to 'D/E' from 'C'.

Banco Popular North America

  -- Long-term IDR to 'BB-' from 'BBB';
  -- Long-term deposits to 'BB' from 'BBB+';
  -- Short-term IDR to 'B' from 'F2';
  -- Short-term deposits to 'B' from 'F2';
  -- Individual rating to 'D' from 'C'.

Banco Popular de Puerto Rico

  -- Long-term IDR to 'BB-' from 'BBB';
  -- Long-term deposits to 'BB' from 'BBB+';
  -- Short-term IDR to 'B' from 'F2';
  -- Short-term deposits to 'B' from 'F2';
  -- Individual rating to 'D' from 'C'.

BanPonce Trust I

  -- Trust preferred to 'CCC/RR6' from 'BB+'.

Popular Capital Trust I

  -- Trust preferred to 'CCC/RR6' from 'BB+'.

Popular Capital Trust II

  -- Trust preferred to 'CCC/RR6' from 'BB+'.

Popular North America Capital Trust I

  -- Trust preferred to 'CCC/RR6' from 'BB+'.

Fitch has downgraded these ratings and removed them from Watch
Negative:

Popular

  -- Preferred stock to 'C' from 'BB+'.

Fitch has affirmed these ratings:

Popular

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

Popular North America, Inc.

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

Banco Popular North America

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

Banco Popular de Puerto Rico

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


BANK OF AMERICA: Congress to Subpoena Fed Reserve on Merrill Deal
-----------------------------------------------------------------
Kim Dixon Kim Dixon at Reuters reports that a House of
Representatives committee said that it would subpoena the Federal
Reserve to surrender documents regarding its role in Bank of
America's takeover of Merrill Lynch.

According to Reuters, BofA CEO Ken Lewis said that he told the
U.S. Treasury and Fed officials that he was considering declaring
a "material adverse change" which would have allowed the Company
to walk away from the acquisition, but "Treasury and Federal
Reserve representatives asked us to delay any such action, and
expressed significant concerns about the systemic consequences."
Mr. Lewis claimed that the government pressured him to pursue the
deal and to withhold information about losses at Merrill from
investors.

Reuters relates that Fed chairperson Ben Bernanke has denied Mr.
Lewis' assertions about pressure.  According to the report, a
spokesperson for former Treasury Secretary Henry Paulson said that
Mr. Paulson told Mr. Lewis that there was no need to terminate the
deal.

The Fed would only let committee staff to review documents at the
Washington offices, which they did for several days, Reuters
states, citing the lawmakers.  "Following the staff review, we
conclude that we will need copies of these documents," the report
quoted them as saying.  Reuters says that among the documents
sought are handwritten notes from a December 19, 2008 meeting
between Messrs. Bernanke and Lewis.

According to Reuters, a Fed spokesperson said that the bank, faced
with the subpoena, will now hand over the documents.

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.


BEARINGPOINT INC: Ernst & Young Raises Substantial Doubt
--------------------------------------------------------
Ernst & Young LLP in McLean, Virginia, reported that uncertainties
inherent in the BearingPoint Inc.'s Chapter 11 bankruptcy process
raise substantial doubt about the company's ability to continue as
a going concern after the firm audited the company's consolidated
balance sheets as of December 2008 and December 2007.

The company's consolidated balance sheets showed $1.65 billion in
total assets and $2.20 billion in total liabilities resulting in a
$55 million stockholders' deficit.

The company reported $32.07 million net loss on revenue of
$3.19 billion for year ended December 31, 2008, compared to
$362.72 million net loss on revenue of $3.45 billion for the same
period a year earlier.

Ernst & Young related that the company's ability to generate cash
will be governed by its plan of reorganization and its bankruptcy
filing.

A full-text copy of BearingPoint's annual report for year ended
December 31, 2008, is available for free at:

               http://ResearchArchives.com/t/s?3db8

                      About BearingPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com/-- is currently
one of the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.  Based in
McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP
-- has approximately 15,000 employees focusing on the Public
Services, Commercial Services and Financial Services industries.
BearingPoint professionals have built a reputation for knowing
what it takes to help clients achieve their goals, and working
closely with them to get the job done.  The Company's service
offerings are designed to help clients generate revenue, increase
cost-effectiveness, manage regulatory compliance, integrate
information and transition to "next-generation" technology.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D. N.Y., Case No. 09-10691).  Alfredo R. Perez, Esq., at
Weil Gotshal & Manges LLP, has been tapped as counsel.  Greenhill
& Co., LLC, and AP Services LLC, have also been tapped as
advisors.  Davis Polk & Wardell is special corporate counsel.
BearingPoint disclosed total assets of $1,762,689,000, and debts
of $2,231,839,000 as of September 30, 2008.

Contemporaneous with their bankruptcy petitions, the Debtors filed
a pre-packaged Joint Plan of Reorganization under Chapter 11 to
implement the terms of their agreement with the secured lenders.
BearingPoint intended a traditional reorganization by proposing to
issue new stock to unsecured creditors and holders of $690 million
in subordinated notes, pursuant to a Chapter 11 plan.  The
Debtors, however, changed their course and sold off certain units.

The Debtors sold their public services group to Deloitte LLP for
$350 million.


BERWICK BLACK: Creditors' Motion to Dismiss Is Denied
-----------------------------------------------------
WestLaw reports that the statutory power under 11 U.S.C. Sec.
1112(c)] accorded to Chapter 11 debtors, as farmers, to prevent
conversion of Chapter 11 cases to cases under Chapter 7 upon a
showing of the requisite "cause" under the conversion/dismissal
provision prevented a court from granting  creditors' motion to
convert the cases over the debtors' objection, though the debtors'
physical assets, including 14,000 head of cattle, had already been
sold off and the debtors were no longer operating the same
business, and though the only assets remaining were avoidance
claims, including claims against the individual debtor's family
members, and the debtor was allegedly opposing conversion in bad
faith to prevent prosecution of such avoidance claims.  The
statute expressed no exception for cases in which a debtor's
assets had been sold off, or where the debtor was no longer
operating the same business enterprise, or where he was acting out
of self-interest.  In re Berwick Black Cattle Co., --- B.R. ----,
2009 WL 113417 (Bankr. C.D. Ill.).

Six of Berwick Black Cattle Co.'s creditors, owed more than
$14 million, filed an involuntary Chapter 11 petition (Bankr. C.D.
Ill. Case No. 06-82166) against the Company, and the Company's
assets were sold at auction by the secured lender in early 2009.


BENJAMIN KADOSH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Benjamin Kadosh
           dba Benjamin Properties
        3823 S Maryland Pkwy Unit T-5
        Las Vegas, NV 89119

Bankruptcy Case No.: 09-19686

Chapter 11 Petition Date: June 8, 2009

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

Judge: Bruce A. Markell

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

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/nvb09-19686.pdf

The petition was signed by Mr. Kadosh.


BERRY PLASTICS: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Berry Plastics Group Inc.  S&P raised the corporate credit
rating to 'B-' from 'SD' and the senior unsecured debt rating to
'CCC' from 'D'.  The recovery ratings on Group's senior unsecured
debt remain unchanged at '6', indicating S&P's expectation for
negligible recovery (0% to 10%) in a payment default.  S&P
affirmed all its ratings on Group's wholly owned operating
subsidiary Berry Plastics Corp.  The outlook is stable.

S&P had lowered the ratings on Group on May 22, 2009, following
the announcement that BP Parallel LLC, a subsidiary of Group,
agreed to pay about $147 million to purchase assignments of
$472.9 million principal amount of Group's senior unsecured term
loan.  As of May 8, 2009, the company had closed on $105.9 million
of these assignments, and management expects to close on the
remainder in the fiscal third quarter ending approximately
June 30, 2009.  The principal amount of the term loan, which is
currently pay-in-kind, was $580 million as of March 28, 2009.  S&P
viewed the transaction as a distressed exchange because
debtholders received significantly less than the accreted
principal amount of the loan.

The ratings on Evansville, Indiana-based Berry reflect risks
associated with the company's very highly leveraged financial
profile and acquisition-driven growth strategy as well as its fair
business risk profile.  Berry is a leading producer of rigid
plastic packaging products for relatively stable dairy, food,
beverage, health care, and other consumer product applications.


BLUE DRAGON PROPERTIES: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Blue Dragon Properties, LLC
           dba Albert Lea Inn
        2301 East Main Street
        Albert Lea, MN 56007

Bankruptcy Case No.: 09-33943

Chapter 11 Petition Date: June 8, 2009

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: Michael A. Weber, Esq.
                  900 IDS Center
                  80 S. 8th Street
                  Minneapolis, MN 55402
                  Tel: (651) 353-5376
                  Email: mweber@mweberlaw.com

Total Assets: $1,901,443

Total Debts: $1,586,425

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

          http://bankrupt.com/misc/mnb09-33943.pdf

The petition was signed by Tonya Navarro, chief manager of the
Company.


BOEGER LAND: Case Summary & Three Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Boeger Land Investments LLC
        891 Hazel Street
        Gridley, CA 95948

Bankruptcy Case No.: 09-11706

Chapter 11 Petition Date: June 8, 2009

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Paul M. Jamond, Esq.
                  jamond@pacbell.net
                  Law Offices of Paul M. Jamond
                  200 4th St. #300
                  Santa Rosa, CA 95401
                  Tel: (707) 526-4550

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

     Entity                             Claim Amount
     ------                             ------------
  Harris, Sanford & Hamman                 $7,000
  660 Ohio Street
  Gridley, CA 95948

  Landucci, Bick Matter & Johnson           $1,000
  1100 Main Street Suite 200
  Woodland, CA 94595

  Franchise Tax Board                         $800
  Bankruptcy Unit
  PO Box 2952
  Sacramento, CA 95812-2952

The petition was signed by Matt Boeger.


BROOKSIDE TECH: Inks Securities Purchase Deal With Vicis Capital
----------------------------------------------------------------
Brookside Technology Holdings Corp. entered into a new Securities
Purchase Agreement with its largest preferred stockholder, Vicis
Capital Master Fund, a sub-trust of Vicis Capital Series Master
Trust and the Company's.  Pursuant to the agreement, Vicis
invested an additional $1,000,000 in the Company and the Company
issued to Vicis 1,000,000 shares of the Company's Series A
Convertible Preferred Stock and a warrant to purchase 100,000,000
shares of Common Stock at an exercise price of $0.01 per share.

Additionally, effective June 1, 2009, the Company and its senior
creditor, Chatham Credit Management III, LLC, entered into a
letter agreement pursuant to which, among other things, Chatham
waived all existing defaults of the Company's senior credit
facility, and agreed to suspend the compliance of the minimum
fixed charge coverage ratio and maximum leverage ratio contained
in the credit agreement.  The Company is in full compliance with
the Chatham credit agreement.

Michael Nole, chairman and CEO of the Company, stated, "We are
very pleased to have secured this additional equity infusion and
the modification to our senior credit facility.  We believe these
actions provide us with the liquidity needed to more effectively
navigate the challenges of the current economic environment and
further demonstrates that Vicis and Chatham remain committed to
our vision and business model."

                    About Brookside Technology

Based in Clearwater, Florida, Brookside Technology Holdings Corp.
(OTC BB: BKSD) -- http://www.brooksideus.com/-- is a holding
company for Brookside Technology Partners Inc., a Texas
corporation, and US Voice & Data LLC, an Indiana limited liability
company, and all operations are conducted through those two wholly
owned subsidiaries.

Headquartered in Austin, Texas, Brookside Technology Partners is a
provider and global managed service company specializing in
selling, designing, analyzing and implementing converged Voice
over IP (VoIP), data and wireless business communications systems
and solutions for commercial and state/government organizations of
all types and sizes in the United States.

Headquartered in Louisville, Kentucky, USVD is a regional provider
of telecommunication services including planning, design,
installation and maintenance for the converged voice and data
systems.  USVD serves the Kentucky and southern Indiana markets,
operating out of offices in Louisville, Lexington and
Indianapolis.

                               Default

In its financial report for three months ended March 31, 2009, the
Company disclosed that it has a $2,000,000 line of credit with
$250,000 outstanding and cash and cash equivalents of $1,033,141
at March 31, 2009.  The Company is in default in its debt, which
will limit the Company's ability to borrow under its line of
credit.  The Company sustained a loss for the three months ended
March 31, 2009, of $1.3 million, sustained losses in 2008 and 2007
and has a retained deficit of $18.4 million.  These losses were
due to the amortization expense related to the accounting
treatment of warrants issued in connection with the debt raised to
fund the USVD acquisition.  For the three months ended March 31,
2009, the Company had net cash used in operations of $59,417.


CC MEDIA: S&P Junks Corporate Credit Rating From 'B-'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on CC Media Holdings Inc. and its
operating subsidiary, Clear Channel Communications Inc., by two
notches.  (S&P rates the holding company and operating company on
a consolidated basis.)  The corporate credit rating was lowered to
'CCC' from 'B-'.  The ratings were removed from CreditWatch, where
they were placed with negative implications on May 4, 2009.

In addition, S&P revised the recovery rating on Clear Channel's
secured debt to '4', reflecting S&P's expectation of average (30%
to 50%) recovery in the event of a payment default, from '3'.  The
revision of the recovery rating on the secured debt is due to the
lowering of S&P's EBITDA multiple used to value the company, to
7.0x from the 7.5x S&P used in its previous analysis, as well as a
lower simulated EBITDA level at the time of default due to weak
operating performance that S&P expects to continue throughout
2009.  (For the complete recovery analysis, see Standard & Poor's
recovery report, to be published on RatingsDirect immediately
following the release of this report.)

"The ratings downgrade is due to uncertainty around Clear
Channel's ability to meet financial covenants in the second half
of 2009 without completing a debt exchange with senior lenders,"
explained Standard & Poor's credit analyst Michael Altberg.

If senior secured lenders agree to the company's proposed debt
exchange, S&P would lower its corporate credit rating to 'SD'
(selective default) and then reevaluate the post-transaction
capital structure.  If Clear Channel is unable to complete a
potential debt exchange, S&P is concerned that it could violate
financial covenants and would be unable to absorb a potential
interest rate increase that could accompany an amendment, forcing
it into bankruptcy.

The current 'CCC' rating reflects the company's highly leveraged
capital structure following its 2008 LBO; the potential for a
financial covenant violation in late 2009 if operating trends do
not improve; cyclical pressure on radio and outdoor advertising,
which S&P expects to continue throughout 2009 and perhaps into
2010; and negative secular trends in radio advertising.  The
company's position as the largest radio and outdoor operator and
its top clusters of radio stations in large markets, which tend to
be more lucrative, do not offset the negative factors.

For the first quarter of 2009, revenue and EBITDA (including
restructuring charges) declined 22.7% and 56%, respectively.
Radio revenue declined 21.6%, while outdoor revenue was down a
sizable 25%.  For the first half of 2009, the company faces more
difficult year-over-year comparisons at its outdoor business, as
this segment did not show the same level of weakness in local
advertising as other media until the third quarter of 2008.  The
EBITDA margin was 23.7% for the 12 months ended March 31, 2009,
down from 31.8% as of March 31, 2008, due to pressure on both ad
pricing and volume in both radio and outdoor.

Balance sheet debt to EBITDA (including restructuring costs) was a
steep 14x for the 12 months ended March 31, 2009, up from 11.4x at
2008 year-end.  S&P's calculation of lease-adjusted total debt
(capitalizing both operating leases and minimum franchise payments
associated with outdoor operations, and including third-party
debt, guaranteed letters of credit, and acquisition-related earn-
out payments) to EBITDA was even higher, at 14.2x.  For the 12
months ended March 31, 2009, the company converted 25% of EBITDA
to discretionary cash flow, as it only had roughly eight months of
increased interest expense following the July 2008 leveraged
buyout.  For 2009, S&P believes that discretionary cash flow could
turn negative, dipping into cash balances.


CHARTER COMMUNICATIONS: District Court Issues TRO Against DirecTV
-----------------------------------------------------------------
Charter Communications Inc. sued rival DirecTV Inc. alleging that
its competitor's advertisement is false and deceptive.
Billionaire Paul G. Allen, Charter Communications, Inc.'s
chairman, asserted in the lawsuit, filed May 11, 2009, before the
United States District Court for the Eastern District of Missouri,
that DirecTV attempted to exploit the Debtors' bankruptcy filing
to win over their customers.  Charter argued in papers filed in
court that "DirecTV's ads are literally false, grossly misleading,
cause consumer confusion, and are likely to deceive Charter's
current and prospective customers."  Charter, therefore, asked the
Missouri Court to restrain DirecTV from running the offending ads
and reimburse Charter for any lost profits and costs incurred in
running counter-advertising.  "We have certainly targeted some of
the Charter markets for a while so that gave us a new dimension,"
Reuters quoted DirecTV's chief financial officer, Pat Doyle, as
saying at a conference held in early May 2009.

Missouri District Judge Rodney W. Sippel issued a temporary
restraining order preventing DirecTV from running TV, radio or
print ads that question whether Charter can deliver the most
up-to-date technologies and most high-definition channels to its
subscribers, according to Bloomberg News.

"We are pleased that a temporary restraining order against
DirecTV's clearly false and misleading advertisements was
granted," Charter's general counsel, Grier Raclin, Esq., said in
an e-mailed statement to Bloomberg.  "While we are well-positioned
for competition, we believe competition should remain fair and
truthful," he also stated.

BankruptcyLaw360 reported on June 9, 2009, that Judge Rodney W.
Sippel of the U.S. District Court for the Eastern District of
Missouri refused to grant DirecTV's motion to dismiss the lawsuit
filed by Charter Communications Inc.

                  About Charter Communications

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

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

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

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

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

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


CHRYSLER LLC: Supreme Court Won't Block Sale of Assets to Fiat
--------------------------------------------------------------
The U.S. Supreme Court has rejected an appeal by consumer groups
and three Indiana pension plans to block Chrysler LLC's sale to
Fiat SpA.

A group led by Fiat could complete its purchase of most of
Chrysler's assets on June 10 or June 11, after the Supreme Court
rejected objections on the sale, Bloomberg News reports, citing
people familiar with the matter.  Bloomberg relates that the new
company would be called Chrysler Group LLC.

As reported by the Troubled Company Reporter on June 9, 2009, the
Indiana Pensioners -- led by the Indiana State Teachers Retirement
Fund, the Indiana State Police Pension Trust and the Indiana Major
Moves Construction Fund -- asked Supreme Court to put the sale on
hold after it lost its appeal at the Second Circuit U.S. Court of
Appeals last Friday.  The emergency stay request came late
Saturday after the Second Circuit affirmed the decision of the
U.S. Bankruptcy Court for the Southern District of New York
approving the Sale, and gave the Indiana Pensioners until June 8
to petition a continuing stay by the U.S. Supreme Court.  The
Supreme Court temporarily put the sale on hold on Monday, leaving
Chrysler's fate unsettled for at least one more day.  "[T]he terse
language of the order left it nearly impossible to draw any
conclusions on the court's next move," The Wall Street Journal's
Mark H. Anderson, Neil King Jr. and Alex P. Kellogg pointed out.
It only said the transaction is on hold "pending further order of
the undersigned or of the court," they noted.

The Associated Press relates that the Supreme Court issued a
brief, unsigned opinion saying that to obtain a delay, or stay,
someone must show that at least four of the nine justices find
that the issue raised is serious enough to warrant hearing a full
appeal and that a majority of the court will conclude the lower
court decision was wrong.  "The applicants have not carried that
burden," The AP quoted the court as saying.

According to The AP, Indiana Treasurer Richard Mourdock was
disappointed with the decision and said options seem limited for
opponents of the sale.  The report quoted him as saying, "The
United States government has, I continue to believe, acted
egregiously by taking away the traditional rights held by secured
creditors."

                         Sale of Assets

The Indiana Pensioners questioned the government's use of funds
from a federal bailout to help Chrysler when the funds were
allocated to help only struggling financial institutions.  It also
questioned the move of the automaker to put the rights of junior
creditors ahead of the rights of the senior lenders.  The Indiana
Pensioners hold $42.5 million of $6.9 billion in Chrysler secured
loans.

The AP relates that the Indiana Pensioners tried to persuade the
justices that there was no reason to rush to meet the June 15
deadline.  According to the report, Fiat officials had said that
they wouldn't walk away from the deal even if June 15 were to pass
without completing the sale.

Chrysler argued that the sale is necessary to stanch losses of
$100 million a day.  The automaker said the deal would help save
38,500 jobs, plus those of workers at its suppliers.

                          Dealer Cuts

The AP also reports that Chrysler returned to the bankruptcy court
on Tuesday to get approval to terminate 789 dealer franchises.
The AP relates that the court ruled that the franchises, which
represent about 25% of Chrysler's dealer base, can no longer act
as authorized Chrysler, Dodge, and Jeep dealers, effective
immediately.  The AP states that a written ruling explaining the
decision would be filed later.

According to The AP, more than 25 attorneys representing hundreds
of dealers from across the country opposed Chrysler's request,
saying that little would be gained by ending the franchises.
Chrysler said that the dealer cuts are part of its plan to lessen
costs and quickly emerge from Chapter 11 bankruptcy.

Bankruptcy Law360 relates that Sen. Bob Corker is asking the
Congress to consider legislation that would force Chrysler and
General Motors Corp. to use some of the U.S. Treasury funds they
received to reimburse the dealers.

                        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: US Trustee Objects to Release of Officers From Suits
------------------------------------------------------------------
Tiffany Kary at Bloomberg News reports that U.S. Trustee Diana G.
Adams has filed an objection in the U.S. Bankruptcy Court for the
Southern District of New York on Chrysler LLC's bid to release its
officers and directors from lawsuits.

According to Bloomberg, Chrysler made the request as part of a
motion to appoint a new board and supply it with directors and
officers' insurance.

"The motion barely attempts to explain why the release provisions
are justified, except as set forth that they provide 'comfort' to
the debtors' directors and officers," Bloomberg quoted Ms. Adams
as saying.  Bloomberg states that Ms. Adams said she doesn't
oppose Chrysler's move to insure its new board.

     Plaintiffs Want Lawsuit to Move Forward in Appeals Court

Bankruptcy Law360 reports that plaintiffs who won a $55 million
judgment in a case against Daimler Chrysler Corp. over a death
they said was caused by a defect in a Dodge truck have asked the
Court to move the company's challenge to the judgment to a
California appeals court.

Chrysler, says Bankruptcy Law360, also secured Court approval of a
deal with former parent Daimler AG, in which the German firm will
forgive $2 billion in Chrysler debt and inject $600 million into
the Company's ailing pension plans over the next two years.

The terms of the deal was negotiated in April between Daimler,
Chrysler, Cerberus Capital Management LP, and federal pension
guarantor the Pension Benefit Guaranty Corp., Bankruptcy Law360
states.

                        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)


CHRSYLER LLC: Sues Logghe Stamping for Violating Automatic Stay
---------------------------------------------------------------
Chrysler LLC has filed a complaint against Logghe Stamping Co. for
willful and intentional violations of the automatic stay
applicable in the Debtors' Chapter 11 cases.  In addition,
Chrysler seeks an order directing Logghe to turn over a number of
tools it previously used to manufacture parts for Chrysler.

According to Albert Togut, Esq., at Togut Segal & Segal LLP, in
New York, pursuant to an agreement between Chrysler and Logghe,
Chrysler has an express, unconditional and exclusive ownership
interest in all the Tools, and Chrysler has an express an
unconditional right to possess the Tools immediately.  He notes
that Chrysler has terminated its supply contract with Logghe and
advised Logghe that Chrysler intends to resource production of the
component parts to another supplier.

Mr. Togut contends that if Chrysler does not transfer production
of its parts to an alternate supplier, then New CarCo Acquisition
LLC, a company formed by Fiat S.p.A., will lose production of
numerous small metal stampings like brackets that are used across
Chrysler's entire product line, halting production of virtually
all manufacturing, idling up to 15 plants and forcing the layoff
of more than 10,000 workers.

Logghe refuses to allow Chrysler access to its Tools because, Mr.
Togut says, upon information and belief, Logghe is upset that
Chrysler is resourcing production of the parts that Logghe
previously manufactured, and is refusing to return the Tools to
gain unfair and illegal leverage over the Debtor in an effort to
force Chrysler to negotiate a new contract with Logghe.

To the extent Logghe asserts a possessory or other lien against
the parts produced using the Tools, Chrysler has offered to
provide Logghe with adequate protection in the form of a cash
escrow, which Logghe has refused, Mr. Togut tells the U.S.
Bankruptcy Court for the Southern District of New York.

Preliminary injunctive relief is necessary to ensure that Logghe
continues to comply with its contractual obligation to Chrysler
and applicable provisions of the Bankruptcy Code, Mr. Togut
asserts.  He adds that Chrysler's request is essential to protect
and preserve Chrysler's ability to transfer its assets to New
Chrysler.

Accordingly, Chrysler asks the Court to enter an order compelling
Logghe to turn over the Tools to Chrysler, immediately cease
violating the automatic stay by interfering with Chrysler's
property and contract rights, and award Chrysler damages that
result from Logghe's actions illegally withholding the Tools.

                   Chrysler Seeks Injunction

In separate filings, the Debtors ask the Court (i) for a
preliminary injunction prohibiting Logghe from refusing to
surrender and turn over to Chrysler the Tools in its possession
that are the property of Chrysler, and (ii) to schedule a hearing
to consider their request.  The Debtors also ask the Court to
impose "coercive civil sanctions" to compel Logghe to perform
under the Production Purchasing General Terms and Conditions in
effect between Chrysler and Logghe, and to stop violating the
automatic stay.

The Debtors ask that the injunction remain in effect until the
Court rules on the underlying merits of the complaint, to prevent
immediate and irreparable injury to the Debtors.

Mr. Togut contends that the Debtors are likely to succeed on the
merits of its Complaint because:

  (a) the Tools are property of Chrysler's bankruptcy estate,
      and Logghe is required to turn over the Tools pursuant to
      Section 542(a) of the Bankruptcy Code;

  (b) Chrysler's contract rights under the GTC are property of
      Chrysler's bankruptcy estate, and therefore may not be
      breached without relief from the automatic stay imposed by
      Section 362(a) of the Bankruptcy Code;

  (c) the failure of Logghe to turn over the Tools means that
      Chrysler will be unable to deliver the Tools to a new
      supplier for the benefit of New Chrysler; and

  (d) Sections 105(a) and 362 of the Bankruptcy Code, and Rule
      7065 of the Federal Rules of Bankruptcy Procedure, provide
      that the Court has the authority to grant the relief
      requested.

Pursuant to the Fiat sale transaction documents, the Tools will
become property of New Chrysler upon closing, Mr. Togut avers.  He
asserts that New Chrysler intends to continue production of
numerous models, which requires its Tier 1 supplier to have the
Tools used for the necessary parts.  If Chrysler is not able to
deliver the Tools so that New Chrysler can manufacture vehicles,
Chrysler will be in breach of its contract with New Chrysler,
resulting in enormous damages and harm to the estate, he adds.

"Any possible harm to Logghe from granting Chrysler injunctive
relief is greatly outweighed by the injury to Chrysler absent such
relief," Mr. Togut points out.  "Moreover, Logghe will not be
prejudiced by the relief requested because it is contractually
obligated to turn over the Tools to Chrysler upon demand.
Logghe's only claim against Chrysler is for money: a claim for an
unpaid tooling invoice, and a claim for parts delivered," he adds.

                        Logghe Responds

On behalf of Logghe Stamping Co., Steven Alexsy, Esq., at Alexsy
Law Group P.C., in Detroit, Michigan, contends that Chrysler's
representation that Logghe had previously been notified that it
would no longer be a Tier 1 supplier is false.  He says that
Logghe's first notice was a written notice on May 15, 2009,
indicating that it intended to resource production of more than
200 tools and dies located at Logghe's plant.

Logghe did not refuse to turnover the tools and dies, Mr. Alexsy
asserts.  To the contrary, he says, Logghe continues to
acknowledge that Chrysler is the owner of almost all of the Tools.
However, he adds, Logghe -- as is the case with all suppliers to
Chrysler -- "has never encountered a fast track bankruptcy case
and did not know that Chrysler had changed the rules."

Mr. Alexsy explains that in the ordinary course of business, tools
and dies are removed from one supplier and delivered to another
supplier and prior to the move, the new supplier typically
inspects the capital equipment to make the determination of the
requirements for running the part and may, in some cases,
subcontract with the supplier in possession of the Tools.  He
notes that based on past practice and because of the complexity of
setting up and manufacturing the required parts, Logghe asked
Chrysler for the names of the suppliers.  "In a departure from the
ordinary course of business, Chrysler refused to provide the names
of those suppliers," Mr. Alexsy explains.

For two weeks, there have been numerous phone calls, meetings and
e-mails between Logghe and Chrysler's representatives, Mr. Alexsy
tells the Court.  He says that the parties exchanged e-mails that
set out the terms of the return of the Tools.  Logghe advised
Chrysler that Chrysler may not own certain of the Tools, but at no
time did Logghe indicate that it would not expeditiously return
the Tools, Mr. Alexsy maintains.  Mr. Alexsy says that it was in
the mutual best interest of Chrysler and Logghe to discuss
subcontracting with the new suppliers in accordance the industry
practice and Chrysler's representatives finally relented and
provided the names of the suppliers and agreed to allow
discussions between Logghe and the new suppliers.  However,
Chrysler gave Logghe less than two hours to negotiate with those
suppliers, Mr. Alexsy says.  Chrysler also instructed each
supplier to arrive at one-hour intervals.  Given the short window
of time, most of the new suppliers ended up being there at the
same time.  Chrysler also threatened legal action if Logghe did
not return the Tools in the short time frames unilaterally set by
Chrysler, he relates.

Mr. Alexsy discloses that during the course of discussion with one
of the suppliers, Logghe was advised that Chrysler's
representatives had told the suppliers that if the suppliers
worked with Logghe, that supplier would not receive any of the
Tools.  Once Logghe realized that negotiations would be futile,
Logghe worked hard to comply with Chrysler's demands working
Saturday and overnight into Sunday and completed the move ahead of
Chrysler's schedule, he said.  For this reason, this adversary
proceeding and motion are unnecessary, Mr. Alexsy submits.  He
explains that no injunctive relief is required against a party
that is cooperating with the unrealistic and unreasonable demands
of Chrysler.

According to Mr. Alexsy, Chrysler failed to inform the Court of
the actual status of Logghe's cooperation.  He says that Chrysler
ignored the fact that for 60 years, Logghe has complied with
Chrysler's requirements.  "[Logghe] had a difficult time realizing
that as a result of the filing of this bankruptcy case, Chrysler
had, in effect, turned on [Logghe] and was requiring a 60 year
relationship to unwind in less than two weeks," Mr. Alexsy says.

Against this backdrop, Logghe asks the Court to deny Chrysler's
requests.

                        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: Wants to Hire Dykema Gossett as Special Counsel
-------------------------------------------------------------
Chrysler LLC and its debtor-affiliates seek authority from the
U.S. Bankruptcy for the Southern District of New York to employ
Dykema Gossett PLLC as their special counsel, nunc pro tunc to
their petition date, to represent them in connection with certain
supplier and environmental matters.

The Debtors anticipate that Dykema will:

  (a) assist them with managing, analyzing, responding to or
      resolving production supplier demands and disputes,
      including demands under the Uniform Commercial Code and
      demands for new contract terms;

  (b) develop and maintain a system for the intake, logging and
      categorization of various supplier demands;

  (c) provide certain ongoing environmental legal services; and

  (d) provide other services as they may request.

Dykema was under time pressure to continue rendering Services to
the Debtors, including in numerous supplier matters that required
immediate attention after the Petition Date, discloses Holly E.
Leese, senior vice president, general counsel and secretary
Chrysler LLC.

The Debtors will pay Dykema based on its hourly rates:

  Professional                      Hourly Rate
  ------------                      -----------
   Partners                         $250 - $570
   Counsel                          $250 - $250
   Associates                       $195 - $350
   Paralegals                        $90 - $240

The Debtors will also reimburse the firm for reasonable out-of-
pocket expenses it will incur.

Ronald L. Rose, Esq., a member Dykema, disclosed that in the
period from April 30, 2008, to the Petition Date, Dykema received
$3,527,294 in compensation from the Debtors for prepetition advice
and assistance.  As of the Petition Date, the Debtors owed
$259,170 to Dykema on account of prepetition services rendered and
expenses incurred on behalf of the Debtors.  According to Mr.
Rose, Dykema has agreed that, for so long as it serves as special
counsel to the Debtors, it will not serve on any creditors'
committee, or otherwise act in the Chapter 11 cases on account of
the Debtors' prepetition obligations to it, other than by filing a
proof of claim or otherwise prosecuting or defending its
entitlement to payment for postpetition legal services provided to
the Debtors.  Dykema's status as a prepetition creditor of the
Debtors is not an impediment to its retention under Section 327(e)
of the Bankruptcy Code, Mr. Rose says.

Mr. Rose further disclosed that Dykema has performed services for
certain of the nondebtor affiliates of the Debtors.  Mr. Rose says
Dykema intends to continue performing services for the Nondebtor
Entities from and after the Petition Date and to bill the
Nondebtor Entities separately for the services.

Fees for services performed for the Nondebtor Entities and the
reimbursement of related expenses will be paid from assets outside
of the Debtors' bankruptcy estates.  Nevertheless, out of an
abundance of caution, Dykema will include (a) the amount of the
fees and expenses sought from the Nondebtor Entities and (b) brief
narrative descriptions of the services performed for the Nondebtor
Entities in its fee statements and fee applications submitted
during the pendency of the Chapter 11 cases.

In addition to the Debtors, General Motors Corporation and Ford
Motor Company accounted for more than 1% of Dykema's total revenue
in 2008, Mr. Rose notes.

Mr. Rose assures the Court that Dykema has no connection with the
Debtors, their creditors or other parties-in-interest in the
Debtors' Chapter 11 cases, or their attorneys or other
professionals, or any employee of the U.S. Trustee.  Mr. Rose
further assures that none of Dykema's members, counsel or
associates represent or hold any interest adverse to the Debtors'
estates with respect to the matters upon which Dykema is proposed
to be employed.

The Court will convene a hearing on June 18, 2009, at 10:00 a.m.
(New York time) to hear Dykema's Application.  Objections are due
on June 14, 2009 at 4:00 p.m. (New York time).

                        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: Will Launch Exchange Offers This Week
----------------------------------------------------
Citigroup Inc. expects to launch its exchange offers later this
week.

David Enrich, Damian Paletta, and Randall Smith at The Wall Street
Journal relate that Citigroup's plan to convert billions of
dollars of preferred shares into common stock, which had been
delayed, will clear the way for the government to own as much as
34% of the Company.

According to WSJ, the $58 billion conversion, which was disclosed
in February 2009 when Citigroup shares were trading almost $1, was
first scheduled for April.  WSJ states that the deal is aimed at
reducing worries about Citigroup's capital levels.  Citigroup said
in May that it would expand the conversion to help plug the
$5.5 billion capital hole found by the Federal Reserve in its
stress tests.  The conversion, according to WSJ, was delayed by
talks between Citigroup and federal officials over details of the
complicated transaction.

Citigroup said in a statement that the offers require numerous
different federal and other approvals, and press reports
suggesting that federal banking agencies delayed approvals are
entirely incorrect.  The Company, with the encouragement and
support of the federal banking agencies, has worked diligently to
launch the exchange offers.

                 Citigroup's Conflict With FDIC

The Federal Deposit Insurance Corporation, WSJ relates, believes
that Citigroup's top executives lack adequate commercial-banking
experience.  WSJ states that the FDIC has recently requested
copies of any financial documents Citigroup provided to other
regulators and has asked the Company to walk FDIC examiners
through parts of Citigroup's balance sheet.

People familiar with the matter said that federal officials have
discussed possible replacements for Citigroup CEO Vikram Pandit
and his deputies, WSJ reports.  Nevertheless, regulators at the
Office of the Comptroller of the Currency, part of the Treasury
Department, feel that Mr. Pandit's team deserves more time to
execute on its plans and that a management shake-up would be
destabilizing, WSJ relates, citing people familiar with the
matter.

According to WSJ, some federal officials expect continuing
government assessments of bank governance and risk-management
practices to help them decide on a more-unified approach toward
dealing with Citigroup.

Citigroup hasn't asked government officials for permission to
repay any of the at least $45 billion in taxpayer-funded capital
it has received, WSJ notes.

Citigroup was dropped from the Dow Jones Industrial Average on
Monday, WSJ cites.

      Klayman & Toskes Files Arbitration Claim Vs. Citigroup

The Securities Law Firm of Klayman & Toskes filed an arbitration
claim against Citigroup Global Markets, Inc., on behalf of two
investors, for losses sustained as a result of unsuitable
investment recommendations.  The lawsuit was filed with the
Financial Industry Regulatory Authority's Department of
Arbitration.  The Investors allege that instead of recommending a
conservative investment strategy to reduce their risk, Citigroup
recommended a strategy that concentrated the investors' assets in
preferred financial stocks, including Citigroup, Fannie Mae, Bank
of America, Deutsche Bank, HSBC, ING Groep, Barclays, Credit
Suisse, and Merrill Lynch.  This unsuitable strategy resulted in
accounts that were over-concentrated in a single sector, Klayman &
Toskes notes.  As a result, the investors sustained damages of
more than $2.5 million, the firm states.

The claim filed against Citigroup focuses on the broker's
recommendation to purchase numerous preferred banking stocks,
representing that they were conservative fixed income products.
However, what resulted was an over-concentration in the financial
sector.  When the markets crashed in 2008, the majority of the
clients' accounts also declined significantly in value, given the
substantial exposure to the financial sector.  In addition to the
over-concentration claim, the preferred stocks had no downside
protection whereby risk management strategies could have been used
to prevent extreme losses.

Retail and institutional investors who have sustained investment
losses can contact K&T to explore their legal rights and options.
The attorneys at K&T are dedicated to pursuing claims on behalf of
investors who have suffered investment losses.  K&T, an
experienced, qualified and nationally recognized securities
litigation law firm, practices exclusively in the field of
securities arbitration and litigation.  It continues its
representation of investors throughout the world in securities
arbitration and litigation matters against major Wall Street
brokerage firms.

                          About Citigroup

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

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

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


CLEAR CHANNEL: S&P Junks Corporate Credit Rating
------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on CC Media Holdings Inc. and its
operating subsidiary, Clear Channel Communications Inc., by two
notches.  (S&P rates the holding company and operating company on
a consolidated basis.)  The corporate credit rating was lowered to
'CCC' from 'B-'.  The ratings were removed from CreditWatch, where
they were placed with negative implications on May 4, 2009.

In addition, S&P revised the recovery rating on Clear Channel's
secured debt to '4', reflecting S&P's expectation of average (30%
to 50%) recovery in the event of a payment default, from '3'.  The
revision of the recovery rating on the secured debt is due to the
lowering of S&P's EBITDA multiple used to value the company, to
7.0x from the 7.5x S&P used in its previous analysis, as well as a
lower simulated EBITDA level at the time of default due to weak
operating performance that S&P expects to continue throughout
2009.  (For the complete recovery analysis, see Standard & Poor's
recovery report, to be published on RatingsDirect immediately
following the release of this report.)

"The ratings downgrade is due to uncertainty around Clear
Channel's ability to meet financial covenants in the second half
of 2009 without completing a debt exchange with senior lenders,"
explained Standard & Poor's credit analyst Michael Altberg.

If senior secured lenders agree to the company's proposed debt
exchange, S&P would lower its corporate credit rating to 'SD'
(selective default) and then reevaluate the post-transaction
capital structure.  If Clear Channel is unable to complete a
potential debt exchange, S&P is concerned that it could violate
financial covenants and would be unable to absorb a potential
interest rate increase that could accompany an amendment, forcing
it into bankruptcy.

The current 'CCC' rating reflects the company's highly leveraged
capital structure following its 2008 LBO; the potential for a
financial covenant violation in late 2009 if operating trends do
not improve; cyclical pressure on radio and outdoor advertising,
which S&P expects to continue throughout 2009 and perhaps into
2010; and negative secular trends in radio advertising.  The
company's position as the largest radio and outdoor operator and
its top clusters of radio stations in large markets, which tend to
be more lucrative, do not offset the negative factors.

For the first quarter of 2009, revenue and EBITDA (including
restructuring charges) declined 22.7% and 56%, respectively.
Radio revenue declined 21.6%, while outdoor revenue was down a
sizable 25%.  For the first half of 2009, the company faces more
difficult year-over-year comparisons at its outdoor business, as
this segment did not show the same level of weakness in local
advertising as other media until the third quarter of 2008.  The
EBITDA margin was 23.7% for the 12 months ended March 31, 2009,
down from 31.8% as of March 31, 2008, due to pressure on both ad
pricing and volume in both radio and outdoor.

Balance sheet debt to EBITDA (including restructuring costs) was a
steep 14x for the 12 months ended March 31, 2009, up from 11.4x at
2008 year-end.  S&P's calculation of lease-adjusted total debt
(capitalizing both operating leases and minimum franchise payments
associated with outdoor operations, and including third-party
debt, guaranteed letters of credit, and acquisition-related earn-
out payments) to EBITDA was even higher, at 14.2x.  For the 12
months ended March 31, 2009, the company converted 25% of EBITDA
to discretionary cash flow, as it only had roughly eight months of
increased interest expense following the July 2008 leveraged
buyout.  For 2009, S&P believes that discretionary cash flow could
turn negative, dipping into cash balances.


CLEARWATER PAPER: Moody's Assigns 'Ba2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 corporate family rating
to Clearwater Paper Corporation and a Ba3 rating to the company's
proposed $150 million unsecured note offering.  Clearwater intends
to use the proceeds from the proposed note offering to refinance
its $100 million debenture which the company inherited when it was
spun-out of Potlatch Corporation (Ba1 stable) in December 2008,
and will retain the remaining proceeds for general corporate
purposes.  Moody's has also assigned Clearwater a speculative
grade liquidity rating of SGL-1, reflecting Moody's expectation
that Clearwater will have very good liquidity over the next twelve
months.  This is the first time that Moody's has rated Clearwater.
The rating outlook is stable.

Clearwater's Ba2 corporate family rating reflects the company's
significant position as one of the leading producers of private
label "at-home" tissue products and the relatively stable
operating performance and conservative capital structure which has
generated strong debt protection metrics.  The company has good
committed liquidity arrangements, with no near-term debt
maturities as the proposed seven year note offering refinances all
of the company's current debt.  Offsetting these strengths is the
company's modest scale and the risks associated with operating a
limited number of mill sites.  Credit challenges also include the
company's lack of geographic diversification, relatively weak
margins and low returns, the potential for significantly higher
capital expenditures and the company's dependence on a few large
customers for a substantial portion of its business.

The proposed notes are senior unsecured obligations of Clearwater
and are rated Ba3, one notch below the corporate family rating, in
accordance with Moody's loss-given-default methodology.  The
proposed notes will rank behind the company's senior secured bank
facility (not rated), which is secured with a first priority lien
on the company's accounts receivable, inventory and cash.  The
proposed notes will rank equally in right of payment with all of
the company's existing and future senior unsecured indebtedness.

The SGL-1 liquidity rating indicates that Clearwater has very good
liquidity supported by expectations of modest internally generated
cash flow with no significant near-term debt maturities or
dividend payments, adequate cash balance and sufficient
availability under its four year committed bank facility.  A
minimum fixed charge covenant ratio is the only financial covenant
requirement under the credit facility and is triggered when an
event of default exists or when availability under the facility
falls below 20%.  Clearwater is currently in compliance with this
covenant and Moody's expects Clearwater will remain in compliance
over the near term.

The stable rating outlook reflects Moody's expectations that
Clearwater will be able to sustain acceptable credit protection
metrics given the company's low leverage and as decreasing input
costs and productivity improvements partially offset the impacts
of falling demand and product prices.

Assignments:

Issuer: Clearwater Paper Corporation

  -- Corporate Family Rating, Assigned Ba2

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (68 -
     LGD4)

  -- Speculative Grade Liquidity Rating, Assigned SGL-1

Headquartered in Spokane Washington, Clearwater is a producer of
bleached paperboard for the high-end segment of the packaging
industry and a leading producer of private label tissue products
sold in grocery stores in the United States.  The company had
revenues of approximately $1.25 billion in 2008, of which
approximately 54% was from the company's pulp and paperboard
segment, 40% was from the consumer products segment and 6% was
from the company's lone lumber mill.


CMR MORTGAGE II: Wants to Assign Interest in South S.F. Property
----------------------------------------------------------------
CMR Mortgage Fund II, LLC, asks the U.S. Bankruptcy Court for
authorization to assign a 550,000/10,000,000th interest from its
deed on trust against the property located at 950 Linden Avenue in
South San Francisco, California, to the Third Party Lenders in
exchange for a $550,000 loan, and to execute a subordination of
the remaining unassigned portion of its deed of trust to the Third
Party Lenders for their advance.

The Third Party Lenders are Delbert R. Lewis Jr. Family Trust U/A
12/31/97, Delbert R. Lewis, Jr. and Heather N. Sarsam-Lewis,
Unquieta Smythe Family Trust, Karen Chopra Living Trust U/A Koren
Chopra, Trustees.

On April 9, 2008, the Debtor foreclosed its deed of trust against
the property and directed the foreclosure trustee to issue the
trustee's deed in the name of 15 SSFDEV, LLC, a real estate owned
entity formed by the Debtor and its related real estate funds to
hold title to and operate real estate.  15 SSFDEV is not a debtor
in the case.  The loan will be advanced to 15 SSFDEV.  On
September 24, 2008, the Third Party Lenders loaned 15 SSFDEV the
sum of $1,500,000 and recorded a deed of trust against the
property to secure a promissory note in that amount on condition
that the senior $10 million deeds of trust subordinate to the
position of the Third Party Lenders.  Fund I and Fund III recorded
subordinations of their deeds of trust against the property on
September 26, 2008.

The property is currently listed for sale at $3,995,000.

Although property is owned by a non-debtor third-party, court
approval is needed since assignment of a portion of Debtor's lien
is a transaction out of the ordinary course of business.

The terms of this loan are:

  -- interest will be 12 per annum, and payments will be for
     interest only.

  -- term of repayment will be 29 months.

  -- the Debtor will execute a subordination as to the unassigned
     portion of its lien to permit the Third Party Lenders' lien
     to remain in first position for all sums owed to them.

San Francisco, California-based CMR Mortgage Fund II, LLC is a a
limited liability company organized for the purpose of making or
investing in business loans secured by deeds of trust or mortgages
on real properties located primarily in California.   The Company
previously funded lending activities through loan pay downs or pay
offs, as well as by selling its membership interests, and by
selling all or a portion of interests in the loans to individual
investors.  The company commenced operations in February 2004.
The Company ceased accepting new members in the third quarter of
2006.

The Company filed for Chapter 11 protection on March 31, 2009
(Bankr. N. D. Calif. Case No. 09-30788).  Robert G. Harris, Esq.,
at the Law Offices of Binder and Malter, represents the Debtor as
counsel.  The Debtor listed assets of $10 million to $50 million,
and debts of $10 million to $50 million.


COMMUNICATION INTELLIGENCE: Closes Phoenix Venture Financing
------------------------------------------------------------
Communication Intelligence Corporation closed a financing on
May 28, 2009, led by Phoenix Venture Fund LLC.

Under the terms of the financing, which was effected as a
supplement to the financing closed by the Company in June of 2008,
the Company received gross proceeds of $1.1 million from and
issued warrants to the Investors to purchase shares of the
Company's common stock.

In addition, the Company amended the terms of the notes and
warrants from the June 2008 financing such that the aggregate debt
of approximately $4.8 million accrues interest at the rate of 8%
per annum and is due December 31, 2010, and the associated
warrants are exercisable for a total of 80,154,217 shares at an
exercise price of $0.06 per share through June 30, 2012.  The
Company intends to use the proceeds from the financing for growth
and general corporate purposes, in each case in the ordinary
course of business.  An affiliate of one of the investors acted as
placement agent for the transaction and for such service received
$22,000 and warrants to purchase 3,947,917 shares of the Company's
common stock on the same terms as those issued to the Investors.
The Company expects fees and expenses, including the cash
component of the placement agent's fee, in connection with the
current financing not to exceed $200,000.

Founded in 1981 and headquartered in Redwood Shores, California,
Communication Intelligence Corporation (OTC BB: CICI.OB) --
http://www.cic.com/-- and its joint venture, Communication
Intelligence Computer Corporation, develops and markets electronic
signature solutions and biometric signature verification for
business process automation in the financial industry worldwide.
The company also supplies natural input/text entry software for
handheld computers and smartphones.  It supplies its core
technologies in two categories, Transaction and Communication
Enabling Technologies, and Natural Input Technologies.  The
company's products include SignatureOne, iSign, and Jot multi-
lingual handwriting recognition software.

                        Going Concern Doubt

On March 10, 2009, GHP Horwath, P.C. in Denver, Colorado raised
substantial doubt about the Company's ability to continue as a
going concern after auditing its financial results for the periods
ended December 31, 2008, and 2007.  The auditors pointed to the
Company's significant recurring operating losses and accumulated
deficit.  At March 31, 2009, the Company had a working capital
deficit of $227,000, including cash and cash equivalents of
$317,000.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.  The Company
funded losses through the sale of debt and equity securities.


DELPHI CORP: Deloitte & Touche Wants Retention Terminated
---------------------------------------------------------
Deloitte & Touche LLP asks the U.S. Bankruptcy Court for the
Southern District of New York to terminate its retention by Delphi
Corporation and its debtor-affiliates as independent auditors and
accountants pursuant to Sections 327(a), 328(a) and 1107(b) of the
Bankruptcy Code.

Pursuant to the Court-approved application of the firm, Deloitte
& Touche performed auditing and accounting services for the
Debtors, including:

  (i) performing an audit of the Debtors' financial statements
      for the fiscal year ended December 31, 2005;

(ii) providing an opinion as to management's assessment of the
      effectiveness of the Debtors' internal controls over
      financial reporting as of December 31, 2005;

(iii) performing reviews of interim financial statements for the
      three and nine-month periods ended September 30, 2005;

(iv) assisting the Debtors in their preparation of certain
      mandatory governmental reports; and

  (v) rendering certain other accounting services as may have
      been necessary.

Gregory Schwed, Esq., at Loeb & Loeb LLP, in New York, notes that
Deloitte & Touche completed the 2005 Audit in July 2006 and has
not done any significant work except in connection with the
issuance of its last audit consent, which was completed in March
2008.  Moreover, Mr. Schwed notes, the Debtors have sought and
obtained the Court's authority to employ Ernst & Young LLP to
replace Deloitte & Touche as their auditors for the fiscal year
ended December 31, 2006 and December 31, 2007.  Against this
backdrop, the Debtors and Deloitte nevertheless agreed to
continue the firm's employment for the sole purpose of ensuring
that Deloitte & Touche could issue audit consents if necessary
and appropriate.  However, based on the number of years elapsed
since the 2005 Audit, it is no longer necessary to publish or
reproduce Deloitte & Touche's report in connection with the 2005
Audit or any other reports or documents prepared by Deloitte &
Touche in connection with its engagement by the Debtors, the
Debtors reason.  There will also be no need for Deloitte's
issuance of any further audit consents in connection with the
Debtors' Chapter 11 cases, Mr. Schwed says.

Mr. Schwed points out that if the Motion to Terminate is granted,
Deloitte & Touche would be able to perform professional services
for third parties in connection with the Debtors, including a
current potential purchaser of assets, for which some preliminary
work has been done, subject to applicable professional and
internal Deloitte standards and confidentiality safeguards.  He
says that the tax planning assistance could benefit the Debtors'
estates by clearing the way for that purchaser to make a bid.

He assures the Court that termination of Deloitte & Touche's
employment would not prejudice the Debtors' estates because the
firm would not accept any Delphi-related third-party engagement
unless the engagement would be appropriate under applicable
professional standards.  He also maintains that Deloitte & Touche
will abide by its customary procedures and policies to
appropriately protect the confidential information obtained by
the firm in the course of its engagement for the Debtors.  He
notes that any confidential information by Deloitte & Touche
through its work for the Debtors is, at this point, likely to be
stale.  Given the changed landscape in the Debtors' Chapter 11
cases since 2006, any information obtained by Deloitte & Touche
through the course of its employment is likely to be of greatly
diminished value, Mr. Schwed relates.

Mr. Schwed adds that despite termination of Deloitte & Touche's
employment, the firm's fees will still remain subject to the
Court's approval after the filing of a final fee application.
Deloitte & Touche, however, defers filing of a final fee
application until time as (i) the Debtors' other professionals
may do so or (ii) directed by the Court.

                       About Delphi Corp.

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

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

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

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

                       About Delphi Corp.

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

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

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

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


DELPHI CORP: Court to Consider Interim Approval of GM Deal Today
----------------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York's interim
and final approval of certain amendments to the arrangement they
previously entered into with General Motors Corporation.

Executed on June 1, 2009, the Amended and Restated GM-Delphi
Arrangement provides for a $250 million increase of GM's total
commitment under the parties' agreement, subject to the certain
terms and conditions.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that the Debtors filed a
motion in March 2009, seeking the Court's approval of a fourth
amendment and a fifth amendment to the GM Arrangement, which
amendments would have provided the Debtors with an additional
$150 million of liquidity support.  Amendment No. 4 provided for
an increase of GM's total commitment under the GM Arrangement
from $300 million to $350 million, and Amendment No. 5 provided
for a subsequent increase of GM's total commitment under the GM
Arrangement from $350 million to $450 million, subject to certain
terms and conditions.  The Debtors also filed on March 4, 2009, a
motion seeking approval of GM's exercise of the "Unsold Business
Option" under the Amended Master Restructuring Agreement with
respect to Delphi's global steering and halfshaft business.  The
Motion and the Steering Option Exercise Motion were scheduled to
be heard on March 24, 2009.  However, the U.S. Department of
Treasury's Auto Task Force notified GM and the Debtors that it
objects to the approval of the agreements until it had further
opportunity to review the details of those transactions and
alternatives to Delphi's emergence from Chapter 11.
Subsequently, the Court adjourned hearing on the GM-related
matters several times, with the last adjournment set for June 2,
2009.

In this regard, Mr. Butler notes that the Debtors' complex and
difficult negotiations with their key stakeholders and the Auto
Task Force have culminated in the transactions set forth in the
supplement to the Plan Modification Motion.  Specifically, the
Debtors have reached an agreement with Parnassus Holdings II,
LLC, and GM Components Holdings, LLC, whereby the Debtors would
sell certain of their North American assets to GM Components and
effectuate transactions through which Parnassus would acquire and
operate certain of Delphi's U.S. and non-U.S. businesses going
forward with emergence capital and capital commitments of $3.6
billion and without the labor-related legacy costs associated
with the North American sites that are being acquired by GM
Components together with Delphi's Global Steering Business.

Thus, to facilitate the sale transactions and the Debtors'
emergence from Chapter 11 at this time, the Auto Task Force has
authorized GM to provide the Debtors with $250 million of
critical interim financing through the Amended and Restated GM
Arrangement dated June 1, 2009, Mr. Butler says.

The key terms of the Amended and Restated GM-Delphi Arrangement
are:

A. The Amended GM-Delphi Arrangement will supplant the
    Amendment Nos. 4 and 5 and will provide for an overall
    increase of $250 million in GM's unsecured commitments under
    the GM Arrangement from $300 million to $550 million in the
    form of a new "Tranche C Commitment."  The new $250 million
    Tranche C Commitment is intended to provide the Debtors with
    the interim liquidity they require while they seek to
    consummate the Sale Transactions and emerge from Chapter 11.

B. The Tranche C Commitment is scheduled to terminate on the
    earlier of:

      (i) September 30, 2009;

     (ii) the date on which the Debtors seek to amend or modify
          the plan of reorganization filed on October 3, 2008,
          in a manner not satisfactory to GM;

    (iii) the date the DIP Facility is repaid in full;

     (iv) the effective date of the Modified Plan;

      (v) the earlier of (a) the date the Court denies the
          motion seeking approval of the Sale Transactions, (b)
          July 23, 2009, unless the Court has approved the Sale
          Transactions by that date, or (c) seven days after the
          Court enters an order enjoining, restraining, or
          restricting the Debtors from seeking approval of the
          Modified Plan or Stand Alone Sale, if the order has
          not been reversed;

     (vi) the date on which the Sale Agreement terminates; or

    (vii) the date on which the Sale Transactions are
          consummated.

C. The existing $300 million Tranche B Commitment, which the
    Court approved in December 2008, is scheduled to terminate
    on June 30, 2009, unless terminated earlier as set forth in
    the Amended and Restated GM Arrangement.

D. If the Modified Plan or the Sale Transactions have been
    consummated on or before the June 30, 2009 Tranche B
    Termination Date and September 30, 2009 Tranche C
    Termination Date, the loans outstanding under the
    Amended and Restated GM-Delphi Arrangement would be
    automatically cancelled and the Debtors would not be
    required to pay GM the $550 million principal amount with
    respect to the loans.

E. The Debtors would not be required to pay accrued interest
    with respect to each of the Tranche B and the Tranche C
    Commitments if the Modified Plan or Sale Transactions are
    consummated on or before the Tranche B and Tranche C
    Termination Date.

F. The effectiveness of the Amended and Restated GM-Delphi
    Arrangement is subject to certain precedent conditions,
    including:

    -- GM's approval of the amendments or modifications to the
       DIP Credit Agreement, DIP Accommodation Agreement, or
       the Confirmed Plan;

    -- the Court's entry of an interim order approving the
       Amended and Restated GM-Delphi Arrangement; and

    -- neither JPMorgan Chase Bank, N.A., DIP Agent nor any DIP
       Lender having taken any action to exercise remedies under
       the DIP Credit Agreement or the related security
       documents with respect to any collateral, other than:

         (a) with respect to cash collateral held in cash
             collateral accounts as of the effective date of the
             Tranche C Commitments as provided in the DIP Credit
             Agreement and other Loan Documents, which is known
             as Tranche C Effective Date; and

         (b) the giving of notice and direction by the DIP
             Lenders to the DIP Agent with respect to actions
             contemplated under the Modified Plan.

G. As a condition to the effectiveness of the Amended GM-Delphi
    Arrangement, the Debtors should have executed the documents
    in connection with the Sale Transactions and they should
    seek approval of the Sale Transactions concurrently through
    a plan of reorganization and a standalone Section 363 sale.

    As required under the GM-Delphi Arrangement, the Debtors
    filed with the Court a motion seeking approval of (i)
    proposed modifications to their Confirmed Plan, or (ii)
    entry into sale documents under Section 363 of the
    Bankruptcy Code, independent of any reorganization plan.
    Moreover, the Amended and Restated GM-Delphi Arrangement
    requires that on or prior to June 10, 2009, the Court enter
    an order, in form acceptable to GM, approving the
    Solicitation Motion and scheduling a hearing for the
    approval of the Modified Plan or the Stand Alone Sale on or
    before July 23, 2009.

H. The Debtors must achieve certain milestones in order
    to borrow with respect to the new Tranche C Commitments.  On
    the date of each Trance C Advance sought on and after each
    of the dates set forth, these conditions will have to be
    satisfied:

       * On the 10th day after the Tranche C Effective Date,
         the Interim Order will not be stayed, modified or
         reversed or subject to any appeal;

       * The Solicitation Order will have become final
         and non-appealable within 10 days of the Tranche C
         Effective Date;

       * By July 2, 2009, the Debtors will have filed the 363
         Implementation Agreement with the Bankruptcy Court
         pursuant to the Solicitation Order;

       * A hearing will have been held on July 23, 2009, to
         approve the Modified Plan or the Stand Alone Sale, and
         the Bankruptcy Court will have entered an order, in a
         form acceptable to GM, approving the Modified Plan or
         the Stand Alone Sale; and

       * Within 10 days of the entry after the Sale Transactions
         Order and in any event no later than August 3, 2009,
         the Sale Transactions Order will have become final and
         non-appealable.

I. The Debtors' ability to borrow with respect to the Tranche C
    Commitment is contingent on these conditions:

    -- No amendment or other modification to the DIP Credit
       Agreement or the DIP Accommodation Agreement will be made
       and no motion to approve any amendment or modification
       will be filed that is not reasonably acceptable to GM.

    -- No new agreement or amendment, extension, or other
       modification will be made and no motion to approve any
       new agreement, amendment, extension, or other
       modification will be filed that requires payment of
       interest on account of the Tranche C loans under the DIP
       Credit Agreement.

    -- Neither the DIP Agent nor any DIP Lender will have taken
       any action to exercise remedies under the DIP Credit
       Agreement or the related security documents with respect
       to any collateral other than:

       (a) with respect to cash collateral held in cash
           collateral accounts as of the Tranche C Effective
           Date as provided in the DIP Credit Agreement and the
           other Loan Documents; and

       (b) giving of notice and direction by the DIP Lenders to
           the Agent with respect to actions contemplated under
           the Modified Plan.

    -- Mo motion or other pleading will be filed, without GM's
       consent, seeking approval of or entry of an order
       confirming a plan of reorganization, other than the
       Modified Plan.

    -- No stay, amendment, reversal, or other modification will
       be made, in a manner that is not reasonably acceptable to
       GM, to (a) the interim or final order approving the
       Amended and Restated GM-Delphi Arrangement; (b) the
       Solicitation Order; or (c) the Sale Transactions Order.

    -- No stay, reversal, or other modification will be made in
       a manner that is not reasonably acceptable to GM to any
       future order relating to or approving amendments to the
       DIP Credit Agreement or Accommodation Agreement.

    -- No default, material breach by the Debtors, or
       termination will have occurred under any of the Sale
       Documents, and the Debtors will not have taken any action
       or filed any motion to terminate, modify, or reject any
       of the Sale Documents.

    -- On the date of each advance under the Amended and
       Restated GM-Delphi Arrangement, no Event of Default or
       event on which notice or lapse of time or both would
       constitute an Event of Default will have occurred and be
       continuing under the Amended and Restated GM-Delphi
       Arrangement.

A full-text copy of the Amended and Restated GM-Delphi
Arrangement dated June 1, 2009 is available for free at:

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

Mr. Butler asserts that at this critical juncture, the Debtors
require short-term bridge financing to fund their operations as
they proceed to effectuate the Sale Transactions and take the
steps necessary to obtain confirmation of the Plan Modifications
within the tight time frames imposed by the current
circumstances.  He points out that without favorable financing,
the Sale Transactions and the Plan Modifications could not
succeed, risking great loss of value to the Debtors' estates and
their stakeholders.  Moreover, he maintains, without access to
capital from other sources and with the termination of the
Accommodation Period under the DIP Accommodation Agreement
looming, the unsecured financing being offered to the Debtors
through the Amended and Restated GM Arrangement is the only
viable option available to the Debtors to fund operations while
completing the Sale Transactions.  Not only would the Amended and
Restated GM Arrangement preserve the going-concern value of the
Debtors' estates by facilitating the Sale Transactions, the
cancellation of the obligations would add substantial value to
the Debtors estates as well, he emphasizes.

The Court will consider approval of the Amended and Restated GM-
Delphi Arrangement on an interim basis on June 10, 2009.  Interim
objections are due June 9.  The Court will convene final hearing
on June 16, 2009.  Final Objections are due June 12.

                       About Delphi Corp.

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

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

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

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


DELPHI CORP: Wants Goldman Partial Summary Judgment Motion Denied
-----------------------------------------------------------------
Delphi Corporation and its debtor-affiliates filed under seal with
the U.S. Bankruptcy Court for the Southern District of New York on
May 26, 2009, papers in opposition to Goldman Sachs & Co.'s Motion
for Partial Summary Judgment under the Appaloosa Adversary
Proceeding.  The Summary Judgment Opposition Papers filed under
seal include a memorandum of law against Goldman Sachs' Partial
Summary Judgment Motion, a declaration of Andrew W. Schilling, and
a response to statement of Goldman Sachs under to Rule 7056 of the
Federal Rules of Bankruptcy Procedure and Rule 7056-1 of the Local
Bankruptcy Rules of the Southern District of New York.

Subsequently, in a stipulation between the Debtors and Goldman
Sachs entered on May 28, 2009, Goldman Sachs agreed to waive its
confidentiality designation with respect to "exhibit 6" to the
Schilling Declaration.  In turn, the Debtors agreed to withdraw
their application to file in redacted form and under seal the
Summary Judgment Opposition Papers.

The Debtors ask the Court to deny Goldman Sachs' Partial Summary
Judgment Motion.

Edward A. Friedman, Esq., at Friedman Kaplan Seiler & Adelman
LLP, in New York, asserts that Goldman Sachs' Partial Summary
Judgment Motion consists almost entirely of legal arguments that
have been rejected by the Court pursuant to an order entered on
August 11, 2008, granting in part and denying in part Goldman
Sachs' previous motions to dismiss the Complaint.

Mr. Friedman asserts that Goldman Sachs' argument that it did not
breach the Equity Purchase and Commitment Agreement ignores the
August 2008 Order and misconstrues the plain terms of the EPCA.
He explains that as a legal matter, even if Goldman Sachs could
establish proof that nothing it did or failed to do so breached
the EPCA, that proof still would not support dismissal of the
specific performance claim.  Indeed, according to Mr. Friedman,
discovery only confirmed what the Debtors always alleged: that
Goldman Sachs did absolutely nothing to satisfy its best efforts
obligation.  Goldman Sachs' witnesses also could not identify a
single concrete step that Goldman Sachs took to bring about a
closing, other than conditionally agreeing to fund if Appaloosa
Management L.P. decided to fund, he contends.  Accordingly,
having assumed joint and several liability with all of the Plan
Investors for any willful breach, and having ceded to AMLP the
responsibility for dealing with the Debtors under the EPCA,
Goldman Sachs cannot avoid the consequences of that liability and
of its own acts and omissions, Mr. Friedman insists.  Moreover,
the Court previously determined that the liability caps and other
provisions in the EPCA, in contrast to certain provisions in
Commitment Letters, did not unambiguously preclude the remedy of
specific performance.  Thus, Goldman Sachs is subject to any
remedy permitted under the EPCA and decreed by the Court to
redress Goldman Sachs' breach, he adds.

Mr. Friedman asserts that Goldman Sachs' contention that it is
not subject to specific performance because it validly exercised
its right on June 30, 2008 to terminate the EPCA as to itself
must also fail.  The Court previously determined, Mr. Friedman
explains, that the prevention or hindrance doctrine precluded the
Appaloosa Defendants' argument that even if termination of the
EPCA on April 4, 2008 was wrongful, they had an absolute right to
terminate the EPCA on a later date because the closing had not
occurred by April 4.  He argues that Goldman Sachs' June 30
termination letter is thus subject to the prevention or hindrance
doctrine because Goldman Sachs has joint and several liability
for any willful breach committed on April 4.  Thus, when AMLP
terminated the EPCA, it terminated the deal as to not only itself
but the other Plan Investors as well, including Goldman Sachs, he
maintains.  Against this backdrop, he contends, Goldman Sachs
cannot take advantage of AMLP's wrongful termination in order to
justify its own abandonment of its contractual commitment.

Moreover, the Court previously ruled that specific performance
against Goldman Sachs is not rendered moot by the unavailability
of specific performance against Harbinger Capital Partners Master
Fund I, Ltd., and Harbinger Del-Auto Investment Company Ltd.,
Pardus DPH Holding LLC and Pardus Special Opportunities Master
Fund L.P.  Since Goldman Sachs does not and cannot assert that it
would be impossible for it to satisfy its $400 million funding
commitment under the EPCA, specific performance remains an
available remedy against Goldman Sachs, Mr. Friedman contends.

Mr. Friedman also asserts that Goldman Sachs did not explain as
to why the Debtors' claim under Section 1142 should be dismissed
as a matter of law.  He argues that nothing in Section 1142
precludes or limits the Court's discretion to fashion a remedy in
the absence of a willful breach by Goldman Sachs itself.  Given
the August 2008 Order, Goldman Sachs' termination of the EPCA
does not warrant dismissal of the Section 1142 claim where the
prevention or hindrance doctrine renders that purported
termination ineffective, Mr. Friedman reiterates.

             Goldman Sachs Insists on Summary Judgment

Goldman Sachs asks the Court to grant it partial summary judgment
by dismissing all remaining claims asserted by the Debtors
against it other than the claim for damages of up to $39,215,500
under the EPCA.

On behalf of Goldman Sachs, Robinson B. Lacy, Esq., at Sullivan &
Cromwell LLP, in New York, points out that pursuant to the August
2008 Order, the Court found that the Debtors had not alleged a
willful breach by Goldman Sachs, and that dismissal of all claims
against Goldman Sachs was appropriate, except as to its
contractual liability for the willful breach by the other Plan
Investors and then only to the extent of $39,215,500.  He asserts
that the August 2008 Order does not support a theory that the
Court already rejected Goldman Sachs' legal arguments.  More
importantly, he notes, the Court did not determine that the
specific performance claim could be maintained against Goldman
Sachs; Merrill Lynch, Pierce, Fenner & Smith Inc.; and UBS
Securities LLC, not because of any particular wrongdoing by those
parties, rather because those parties are jointly and severally
liable for the willful breaches of the other Plan Investors.

Mr. Lacy insists that the EPCA is clear in that the absence of a
claim of willful breach by Goldman Sachs, Goldman Sachs has no
liability at all apart from what it assumed joint and several
liability for, which is up to a limit of $39,215,500.  That limit
cannot be reduced by means of a "specific performance" theory
where the Debtors have renounced any claim of direct breach by
Goldman Sachs and any claim was dismissed long ago.  More
importantly, it is undisputed that Goldman Sachs did not
contractually assume joint and several liability under the EPCA
for other Plan Investors' funding commitments, which are several
and not joint, Mr. Lacy stresses.  In this regard, he contends
that the Debtors' assertion of wrongdoing by Goldman Sachs based
on its supposed proxy to ADAH is unjustified.  He explains that
the EPCA was negotiated between the Debtors and AMLP with
virtually no involvement by Goldman Sachs.  He emphasizes that
only ADAH is entitled to (i) waive conditions to closing on
behalf of all Plan Investors; and (ii) terminate the EPCA based
on a breach of its provisions prior to June 30, 2008.

Moreover, Mr. Lacy argues that the prevention and hindrance
doctrine is not applicable to Goldman Sachs' June 30, 2008
termination notice because the Debtors have not alleged and have
no evidence to do so that Goldman Sachs took any action to
prevent a timely closing under the EPCA.  Indeed, he points out,
the Debtors' attempt to fabricate a breach because Goldman Sachs
allegedly failed to use its best efforts to a closing can not be
squared with Goldman Sachs' willingness to write a check if and
when the other Plan Investors funded.

                Parties React to Debtors' Opposition
                  to their Summary Judgment Motions

A. ADAH and AMLP

AMLP and ADAH seek the Court's authority to file in redacted form
and under seal their (i) reply memorandum of law in further
support of their motion for partial summary judgment, seeking
dismissal of the Debtors' claims against ADAH and AMLP, and (ii)
reply declaration of Douglas P. Baumstein, Esq., of White & Case
LLP and certain related exhibits.

AMLP and ADAH do not believe that the testimony or documents
cited in their reply memorandum of law or Mr. Baumstein's
declaration in support of the Partial Summary Judgment Motion are
"confidential" or "highly confidential" under the Stipulated
Protective Order, or that information is entitled to protection
under Section 107(b) of the Bankruptcy Code as confidential
commercial information.  ADAH and AMLP nevertheless seek the
Court's authority to file the Summary Judgment Reply Papers in
redacted form and under seal to comply with the Stipulated
Protective Order.

B. Harbinger Entities

Harbinger, Pardus, Merrill Lynch, Pierce, Fenner & Smith Inc.,
and UBS Securities LLC jointly seek the Court's authority to file
in redacted form and under seal their (i) reply memorandum of law
in support of their motions for summary judgment, seeking
dismissal of the Amended Complaint against the Appaloosa Parties,
and (ii) declaration of Angela R. Vicari, Esq., of Kaye Scholer
LLP, dated May 29, 2009 in support of the Summary Judgment
Motions and accompanying exhibits.

The Investors note that they referenced testimony and documents
in their reply memorandum of law or the declaration of Ms.
Vicari, as Harbinger's counsel, that may have been designated
"confidential" or "highly confidential" pursuant to the
Stipulated Protective Order.  Accordingly, the Investors submit
their Motion to Seal to comply with the Stipulated Protective
Order and reserve the right to seek permission from the Court to
unseal their Reply.  The Investors intend to serve the unredacted
Reply with the Court, the Debtors and other parties to the
Protective Order.

In a separate filing, Merrill Lynch and UBS ask the Court to them
grant summary judgment, by dismissing the Debtors' claims seeking
specific performance and relief pursuant to Section 1142 from
them.  Deborah M. Buell, Esq., at Cleary Gottlieb Steen &
Hamilton LLP, in New York, argues that as a matter of law, the
Debtors are not entitled to specific performance of a contract or
of a plan that exists only in the mind of the Debtors.

Ms. Buell points out that the Debtors sought enforcement of (i) a
modified EPCA without identifying what those terms might be other
than the required $2.5 billion equity investment and the delivery
of stock in the Debtors; and (ii) a modified plan  without
specifying what that modified plan is.  She explains that
specific performance is also unavailable where either party is
unable to fulfill their remaining obligations under a contract.
In this regard, she asserts that the Debtors neither disputed
that they cannot raise the exit financing required under the EPCA
-- either $6.8 billion as argued by the Plan Investors, or even
$6.1 billion as the Debtors assert they are required to raise --
nor did they argue that their business plan and their
relationship with key stakeholders have experienced material
changes that prevent returning to the April 5, 2008 status quo.
Ms. Buell asserts that those elements are integral components of
the transaction contemplated by the EPCA and that is why the EPCA
contained provisions preventing modification of those components.
Assuming that the Plan Investors' alleged breach of the EPCA
exposed the Debtors to the increasing uncertainty of the credit
markets and diminution in value of the Debtors, even the Debtors
did not argue that it was the supposed breach that caused the
decline in the credit markets and automotive industry, which are
part of the circumstances that render performance impossible, MS.
Buell emphasizes.  "The changed circumstances in the Debtors'
Chapter 11 cases rendered the Debtors' performance of any
agreement that is even similar to the EPCA, much less one
materially identical, impossible," Ms. Buell contends.

Ms. Buell further argues that the Debtors' efforts to redefine
the scope of authority granted to the Court under Section 1142 is
untenable.  As the Court already stated, specific performance
that is not in the plan or is not the agreement incorporated into
the plan cannot be ordered, she says.  As with specific
performance under New York law, the Debtors' arguments must fail
because, as UBS and Merrill Lynch had previously argued, Section
1142 does not confer any substantive rights on a party apart from
whatever the plan provides, but rather only "empowers the
bankruptcy court to enforce the unperformed terms of a confirmed
plan."

                       About Delphi Corp.

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

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

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

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


EMPIRE RESORTS: Board of Directors Names Joseph Bernstein as CEO
-----------------------------------------------------------------
The board of directors of Empire Resorts, Inc., appointed Joseph
E. Bernstein to serve as chief executive officer of the Company.
The appointment is effective immediately and runs through an
initial term ending December 31, 2009, subject to an automatic
one-year renewal upon the completion of certain conditions.  Mr.
Bernstein will be paid an annual salary of $500,000.  The Company
is negotiating with Mr. Bernstein on the terms of a written
employment agreement.  Joseph E. Bernstein is the brother of Ralph
J. Bernstein, who is a director of the Company.

For the past decade, Mr. Bernstein has been a sole practitioner
involved in complex litigation and strategic legal counseling.
Mr. Bernstein's previous experience includes serving as a
corporate tax attorney at Cahill Gordon & Reindel, as an
international tax attorney at Rosenman & Colin and, in 1981,
forming his own law firm, Bernstein Carter & Deyo, focusing on
foreign direct investment in the United States.  In addition, in
1981, Mr. Bernstein founded and has since that time served as a
managing director of Americas Partners, a real estate investment
and development group of companies which has been involved in the
acquisition or development of three million square feet involving
over $1 billion of commercial property in Manhattan.  For the past
ten years, Mr. Bernstein has also been active in the pre-
development of golf resorts and an entertainment city project on
government land in Israel.  Mr. Bernstein is the co-trustee of the
Catskill Litigation Trust, which is pursuing a $3 billion judgment
enforcement action against Harrah's Operating Company, Inc. on
behalf of 12,000 enrolled members of the St. Regis Mohawk Tribe
and former shareholders of the Company.  Mr. Bernstein served as a
director of the Company from August 2004 until June 2007.  He was
the founder of the company which previously owned the Monticello
Raceway and part of the group that merged the Raceway into the
Company in 2004.

On June 1, 2009, the board of directors of the Company appointed
each of Nancy Palumbo and Kenneth Dreifach as Class II directors,
effective immediately, to serve until the 2011 annual meeting of
stockholders.  In addition, the board of directors of the Company
appointed Ms. Palumbo to serve on each of the Audit Committee and
Compensation Committee of the Company's board of directors and
appointed Mr. Dreifach to serve on each of the Audit Committee and
the Corporate Governance and Nominations Committee of the
Company's board of directors.

                       About Empire Resorts

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

At March 31, 2009, the Company's balance sheet showed total assets
of $45.4 million and total liabilities of $79.5 million, resulting
in a stockholders' deficit of about $34.1 million.

                       Going Concern Doubt

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

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

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


ENERGY PARTNERS: U.S. Trustee Form Six-Member Creditors' Panel
--------------------------------------------------------------
Charles F. McVay, the United States Trustee for Region 7,
appointed six creditors to serve on the Official Committee of
Unsecured Creditors of Energy Partners Ltd. and its debtor-
affiliates.

The members of the Committee:

   a) Wexford Capital, LP.
      as investment advisor to Wexford Funds
      c/o Arthur Amron
      411 West Putnam Avenue
      Greenwich CT 06830
      Tel: (203) 863-7012
      Fax: (203) 862-7312

   b) The K2 Principal Fund, LP.
      c/o Shawn Kimel
      200-444 Adelaide St. West, Suite 200
      Toronto, ON M5V1S7
      Tel: (416) 365-2155
      Fax: (416) 703-4443

   c) Carlson Capital LP
      c/o Christopher W. Haga
      2100 McKinney Avenue, 16th Floor
      Dallas, TX 75201
      Tel: (214) 932-9653
      Fax: (214) 932-9601

   d) Third Point LLC
      c/o Josh Targoff
      390 Park Avenue
      New York, NY 10022
      Tel: (212) 224-7400
      Fax: (212) 318-3106

   e) Farallon Capital Management LLC
      c/o Michael Linn
      One Maritime Plaza, Suite 2100
      San Francisco CA 94111
      Tel: (415) 421-2132
      Fax: (415) 616-6087

   f) Whitebox Advisors
      c/o Jacob P. Mercer
      3033 Excelsior Blvd, Suite 300
      Minneaplois, MN. 55416
      Tel: (612) 253-6049
      Fax: (612) 253-6149

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 Energy Partners

Based in New Orleans, Louisiana, Energy Partners, Ltd., (Pink
Sheets: ERPL.PK) is an independent oil and natural gas exploration
and production company.  The Company had interests in 24 producing
fields, six fields under development and one property on which
drilling operations were then being conducted, all of which are
located in the Gulf of Mexico Region.  Energy Partners, Ltd. and
its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. S. D.
Tex. Lead Case No. 09-32957).  Paul E. Heath, Esq., at Vinson &
Elkins LLP represents the Debtors in their restructuring efforts.
The Debtors propose to employ Parkman Whaling LLC as financial
advisor.  The Debtors' financial condition as of December 31,
2008, showed total assets of $770,445,000 and total debts of
$708,370,000.


EPICEPT CORPORATION: Ben Tseng Resigns as Chief Scientific Officer
------------------------------------------------------------------
EpiCept Corporation disclosed in a filing with the Securities and
Exchange Commission that effective May 29, 2009, Ben Tseng, Ph.D.
stepped down from his position as chief scientific officer.

Mr. Tseng's resignation was a result of the Company's decision to
discontinue all drug discovery activities and close its San Diego
facility.

Based in Tarrytown, New York, EpiCept Corporation (Nasdaq and OMX
Nordic Exchange: EPCT) -- http://www.epicept.com/-- is a
specialty pharmaceutical company focused on the development of
pharmaceutical products for the treatment of cancer and pain.  The
company has a portfolio of five product candidates in active
stages of development.  It includes an oncology product candidate
submitted for European registration, two oncology compounds, a
pain product candidate for the treatment of peripheral
neuropathies and another pain product candidate for the treatment
of acute back pain.  The two wholly owned subsidiaries of the
company are Maxim, based in San Diego, California, and EpiCept
GmbH, based in Munich, Germany, which are engaged in research and
development activities.

At March 31, 2009, the Company's balance sheet showed total assets
of $12.8 million and total liabilities of $18.1 million, resulting
in a stockholders' deficit of about $5.3 million.

                       Going Concern Doubt

On March 11, 2009, Deloitte & Touche LLP in Stamford, Connecticut
raised substantial doubt about the Company's ability to continue
as a going concern after auditing financial results for the
periods ended December 31, 2008, and 2007.  The auditors pointed
to the Company's recurring losses from operations and
stockholders' deficit.


ETHAN ALLEN: Moody's Downgrades Rating on Senior Notes to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service downgraded its rating on Ethan Allen's
senior unsecured notes one notch to Ba1 due to the continuing
weakness in discretionary consumer spending and expectations that
revenue will not meaningfully recover over the next couple of
years.  At the same time, Moody's assigned a Ba1 corporate family
rating, a Ba1 probability of default rating and an SGL 2
speculative grade liquidity rating.  These actions conclude a
review for possible downgrade initiated on May 13, 2009, which was
the last rating action.  The rating outlook is negative.

The downgrade reflects Ethan Allen's diminished operating
performance over the last year, especially in the third quarter of
fiscal 2009, as discretionary consumer spending continues to be
very weak.  Moody's expects that revenue in fiscal 2009 will be
below $750 million, representing an almost 25% decrease from
fiscal 2008 revenue, and Moody's does not expect a significant
rebound in revenue over the next couple of years, although EBITDA
is expected to improve in fiscal 2010 as over $100 million of cost
saving initiatives are realized.

The SGL 2 liquidity rating reflects Ethan Allen's good liquidity
profile with cash balances over $50 million at March 31, 2009, and
full access under its new 3 year $40 million ABL revolving credit
facility, which has a $20M accordion feature.  Importantly, the
company is not required to comply with any financial covenants
provided availability does not fall below $9 million, and is
unlikely to need to use its revolving credit facility, other than
for letters of credit, given the cash and expected cash flow of
the company.  The company has no material debt maturities until
2015.

"The negative outlook reflects Moody's concern that discretionary
consumer spending will remain weak for the foreseeable future,
recognizing that the velocity of the decline seems to be showing
some recent signs of moderating" said Kevin Cassidy, Senior Credit
Officer, at Moody's Investors Service.  The negative outlook also
reflects Moody's concerns over the fragility of the U.S. consumer
and their willingness to resume spending on discretionary items.

Moody's subscribers can find further details in the Ethan Allen
Credit Opinion published on Moodys.com.

Ratings assigned:

  -- Corporate Family Rating at Ba1;
  -- Probability of Default Rating at Ba1;
  -- Speculative Grade Liquidity rating at SGL-2;

Ratings downgraded/assessments assigned:

  -- 200 million senior unsecured notes, due 2015, to Ba1 (LGD 4,
     58%) from Baa3

Ethan Allen is a manufacturer, wholesaler, and retailer of the
furniture, upholstery, and accessories in the U.S. Revenues
approximated $775 million for the twelve months ended March 31,
2009.


FILENE'S BASEMENT: Men's Wearhouse Wins Auction With $62MM Bid
--------------------------------------------------------------
Filene's Basement said that an affiliate of Men's Wearhouse
(NYSE:MW) emerged as the winning bidder in a nine-hour bankruptcy
auction for assets of the off-price chain that was held in
Manhattan on Friday.  The affiliate is K&G Acquisition Corp.

Men's Wearhouse Inc. made an offer of $62 million for 17 leases,
the inventory, trade name, and a warehouse.  The hearing to
approve the sale will be held today, June 10.

Bloomberg News relates that Crown Acquisitions, the initial bidder
approved to purchase Filene's assets, is objecting the Company's
sale to K&G Acquisition.  Crown Acquisitions said in court
documents that that bidding procedures hadn't been properly
followed in an auction for the Filene's assets.

                         About Filene's

Filene's Basement Corp., also called The Basement, is a
Massachusetts-based chain of department stores owned by Retail
Ventures, Inc.  The oldest off-price retailer in the United
States, The Basement focuses on high-end goods and is known for
its distinctive, low-technology automatic markdown system.  As of
late 2006, the company operated stores in metropolitan areas of
eight U.S. states and Washington, D.C.  The chain also uses a
470,000-square-foot (44,000 m2) distribution center in Auburn,
Massachusetts.  The store's name is derived from the subterranean
location of its flagship store, in the basement of the former
Filene's department store at Downtown Crossing in Boston,
Massachusetts.

Filene's Basement, Inc. and its affiliates filed for Chapter 22 on
May 4, 2009, (Bankr. D. Del. Case No. 09-11525) James E. O'Neill,
Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq., Michael
Seidl, Esq. and Timothy P. Cairns, Esq. at Pachulski Stang Ziehl &
Jones LLP represents the Debtors in their restructuring effort.
The Debtors listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in debts.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures the following year.  As reported by the Troubled
Company Reporter on October 23, 2000, the U.S. Bankruptcy Court
confirmed Filene's Basement's Amended Joint Plan of Liquidation,
filed on June 16, 2000.  Retail Ventures in April 2009 transferred
the unit to Buxbaum.


FORD MOTOR: Says Government Is Giving GMAC Rival Better Deal
------------------------------------------------------------
Keith Naughton and Alison Fitzgerald at Bloomberg News reports
that Ford Motor Co. is worried that federal support for GMAC LLC
is giving the rival auto lender cheaper borrowing costs.
According to Bloomberg, Ford paid in recent competing bond
offerings about $107.5 million more than GMAC for every $1 billion
it borrowed.

Fair treatment for Ford is among the issues the Senate Banking
Committee could examine at a June 10 hearing on how the auto task
force is restructuring the industry, Bloomberg relates, citing
Chairperson Christopher Dodd's spokesperson, Justine Sessions.
Ms. Sessions said in a statement that the hearing will include
"whether government assistance to certain companies is unfairly
disadvantaging other domestic competitors and their customers."

Bloomberg reports that congressional Republicans have been
concerned on the savings GMAC is gaining through its government
support, which includes $13.5 billion in U.S. funds and the
federal guarantee of some of its debt, which gives the company
lower borrow costs than Ford can get through the Term Asset-Backed
Securities Loan Facility.

Bloomberg quoted Representative Mike Rogers as saying, "Ford is
the healthiest company in the intensive-care unit right now, and
you don't want to push them over the edge.  I don't want the third
company to go into bankruptcy because the government put them
there by making them artificially uncompetitive."

The U.S. Treasury could help Ford by expanding an effort to thaw
consumer credit to include financing for car dealers' inventory,
Bloomberg says, citing Mr. Rogers.

         Ford Wants New Labor Deal With Canadian Union

Automotive Business Review relates that Ford Canada seeks to hold
talks for a new labor deal with the Canadian Auto Workers union,
to gain a competitive edge and outdo competitors.  Ford Canada,
according to Automotive Business, said that cost-cutting labor
agreements that Chrysler Canada and General Motors Canada reached
with the union are hurting the Company's ability to compete.

Automotive Business quoted Ford Canada President and CEO David
Mondragon as saying, "We are very anxious to sit down with the
CAW. We've got to bring ourselves in line, not only with our
competitors here in Canada, but with our other manufacturing
facilities in the United States."

                       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.


FREEMAN ROAD: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Freeman Road Development, LLC
        201 Juniper Circle
        Streamwood, IL 60107

Bankruptcy Case No.: 09-20836

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Bloomfield West, L.L.C.                            09-20839

Chapter 11 Petition Date: June 8, 2009

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: David L. Kane, Esq.
                  dkane@mpslaw.com
                  Forrest B. Lammiman, Esq.
                  flammiman@mpslaw.com
                  Meltzer, Purtill & Stelle LLC
                  300 South Wacker Drive, Suite 3500
                  Chicago, IL 60606
                  Tel: (312) 987-9900

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Donald L. Kirk                 debt              $5,702,856
1024 Hibbard Road
Wilmette, IL 60091
Tel: (847) 256-0424

Donald Kirk Investment Co. LLP debt              $2,297,144
5336 N. Glenwood Road
Chicago, IL 60640
Tel: (773) 784-1985

Cole Taylor                    trust             $1,788,887
as agent to the ESOP
noteholders
225 W. Washington St.
9th Floor
Chicago, IL 60606
Tel: (312) 960-5372

Lenny Szarek Inc.              trade             $596,042

Coleman Floor Company          trade             $328,438

Service Drywall & Decorating   trade             $311,340

Profession Plumbing Inc.       trade             $251,225

SCE Unlimnited Inc.            trade             $193,552

R&D Thiel Inc.                 trade             $166,633

Blanchard                      trade             $154,231

Stock Building Supply          trade             $143,904

Ghezzi Masonry Construction    trade             $124,863

Tempco Heating & Air           trade             $120,587
Conditioning Company

Alright Concrete               trade             $109,811

Art Nissen & Son               trade             $81,630

Patriot Concrete & Asphalt     trade             $78,551

CCR Tops Inc.                  trade             $67,994

Northwest Insulation           trade             $67,708

Inland Electric Corp.          trade             $60,669

Jim Link Services Inc.         trade             $53,004

JB Concrete Contractors Inc.   trade             $52,526

Mackie Consultants             trade             $48,892

Harry Wolsky Inc. of Illinois  trade             $48,067

Tim Cote, Inc.                 trade             $45,238

Professional Drywall &         trade             $44,350
Decorating LLC

T. Manning Concrete Inc.       trade             $41,905

Wilkor Construction Inc.       trade             $39,055

Whirpool                       trade             $38,692

Ryan Incorporated Cenrtal      trade             $34,969

Sund Masonry                   trade             $33,857

The petition was signed by John P. Carroll, president & chief
executive officer.


GENERAL MOTORS: Names Edward Whitacre Jr. as Chairman of New GM
---------------------------------------------------------------
Edward E. Whitacre, Jr., former chairman and CEO of AT&T Inc.,
will become chairman of the New GM when the company is launched
later this summer, GM's interim Chairman Kent Kresa disclosed on
June 9, 2009.  Mr. Kresa will continue to serve as interim
chairman until the launch.

Messrs. Whitacre and Kresa, along with current board members
Philip A. Laskawy, Kathryn V. Marinello, Erroll B. Davis, Jr., E.
Neville Isdell and President and Chief Executive Officer Frederick
A. Henderson, will serve as the nucleus of the New GM board,
providing management oversight and a continuing commitment to
transparency and world-class standards of corporate governance.

The six other members of the current board will most likely retire
no later than the approval of the sale of GM assets to the new
entity. A selection process is currently underway for four more
directors to serve on the board of the New GM. In addition, the
Canadian government and the new UAW Voluntary Employee Benefit
Association will each nominate one director, bringing the total
number of New GM directors to 13.

Mr. Whitacre, 67, was chairman and CEO of AT&T Inc. and its
predecessor companies from 1990 to 2007. During his tenure, which
began with Southwestern Bell, Mr. Whitacre led the company through
a series of mergers and acquisitions--including that of AT&T in
2005--to create the nation's largest provider of local, long
distance and wireless services. He serves on the boards of
ExxonMobil Corporation and the Burlington Northern Santa Fe
Corporation and holds a degree in industrial engineering from
Texas Technological University.

"The appointment of Ed Whitacre as chairman represents a very
auspicious beginning for the New GM," said Mr. Kresa. "We look
forward to working with him to complete the reinvention of GM and
maximize the enormous potential of this new enterprise."

"I am honored to be able to serve GM at this critical juncture and
take part in its reinvention," said Mr. Whitacre.

                       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: Auction to Be Held on June 12 to Settle Contracts
-----------------------------------------------------------------
Shannon D. Harrington reports that a committee of dealers and
investors will hold an auction on June 12 to settle contracts
protecting debt sold by General Motors Corp.

According to Bloomberg, people familiar with the matter said that
credit-default swaps traders are expediting an auction to ensure
payouts are made before bonds disappear in GM's restructuring.
Citing sources, Bloomberg relates that due to a plan in which
bondholders would exchange debt for equity in the new company,
traders decided to accelerate the auction.

Bloomberg says that auctions typically are held about a month
after a default.  According to the report, dealers purchase and
sell bonds of the defaulting companies during the auction to set
one price by which holders of the derivatives settle.  The report
states that sellers of the contracts pay the buyer face value,
less the value of the underlying bonds.

According to data from the Depository Trust & Clearing Corp.,
banks, hedge funds, insurance companies, and other investors had
acquired or sold a net $2.31 billion of default protection on GM's
debt as of May 27.  Depository Trust says that another
$776 million was bought through contracts on indexes that include
GM.

Citing Citigroup Inc. analysts, Pierre Paulden and Sannon D.
Harrington at Bloomberg relate that investors that bought GM loans
and speculated on declines in its bonds may be in line for "one of
the greatest payoffs in the history of long- short investing."
The report states that these investors included BlueMountain
Capital Management LLC, which purchased pieces of GM loans and
purchased derivatives linked to its unsecured debt that would pay
out if the Company defaulted.  According to Bloomberg, the trade
is paying off since GM filed for bankruptcy June 1.  Bondholders
will have a claim to about 10% of a restructured GM and another
15% in stock warrants.  Citigroup analysts said that it appears
GM's $6 billion secured loan will be repaid at face value, the
report states.

             800 Dealers Yet to Agree to Offers

Sharon Terlep at Dow Jones Newswires reports that around 800 of
GM's 6,000 dealers have yet to agree to the Company's offers to
either shut down or remain in business ahead of a Friday deadline.
Dow Jones relates that GM sent letters to dealers last week
offering a new contract or a settlement to close down.

Citing GM spokesperson Susan Garontakos, Dow Jones says that 1,350
dealers received wind-down letters and that 75% have accepted the
offer.  Ms. Garontakos said that 4,000 dealers received offers to
stay with GM, and about 90% of them agreed, Dow Jones relates.
Some 500 dealers will either be ending or selling and are
receiving different offers, Dow Jones says.

      Asbestos Claimants Seek Status as Separate Committee

Bankruptcy Law360 relates that the ad hoc committee of asbestos
personal injury claimants filed a motion asking the U.S.
Bankruptcy Court for the Southern District of New York for
official designation.  Bankruptcy Law360 states that the Committee
wants to have an official status as a committee, saying that the
claimants' specific interests would be overlooked if they were
forced to be represented by a more general committee.

                       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)


GLOWPOINT INC: Directors Resign to End Multi-Year Term in Board
---------------------------------------------------------------
Shareholders Glowpoint, Inc., approved the proposal amending the
Company's certificate of incorporation at the annual meeting of
shareholders held on May 28, 2009.

The proposal was aimed to eliminate the classification of the
board of directors.  With the approval of that proposal, all
directors resigned to end their multi-year terms from the board
and all related committees.  These directors were then each
elected to a one year term -- James S. Lusk, Peter Rust, Grant
Dawson, Joseph Laezza, and David W. Robinson.  Bami Bastani and
Dean Hiltzik are no longer members of the board or any committee
of the board.

There was no disagreement between the Company and the resigning
directors.  In connection with their resignations, the Company
amended the option agreements of the resigning board members to
extend the exercisability of their options to 180 days after their
resignation and amended their restricted stock award agreements,
if any, to accelerate the vesting of restricted stock awards by
one year.

Based in Hillside, New Jersey, Glowpoint Inc. (OTC: GLOW.OB) --
http://www.glowpoint.com/-- is an IP-based managed video
communications services provider.  Glowpoint is innovating video
communications with services supporting traditional video
conferencing, Telepresence VNOC, Broadcast Content Acquisition &
Delivery, and Call Center Applications.

                        Going Concern Doubt

On March 31, 2009, Amper, Politziner & Mattia, LLP, in Edison, New
Jersey, raised substantial doubt about the Company's ability to
continue as a going concern after auditing its financial results
for the period ended December 31, 2008, and 2007.  The auditors
pointed that the Company has a working capital deficiency and
recurring net losses, and is in the process of seeking additional
capital.  The Company has not yet secured sufficient capital to
fund its operations.

At March 31, 2009, the Company's balance sheet showed total assets
of $8.4 million and total liabilities of $14.2 million, resulting
in a stockholders' deficit of about $5.8 million.


GRANITE CAPITAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Granite Capital, LLC
            dba Crystal Clear Ice Wholesale
        2030 West Mountain View
        Phoenix, AZ 85021

Bankruptcy Case No.: 09-12608

Chapter 11 Petition Date: June 8, 2009

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

Judge: Randolph J. Haines

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: d.powell@cplawfirm.com

Total Assets: $2,536,000

Total Debts: $1,152,122

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

          http://bankrupt.com/misc/azb09-12608.pdf

The petition was signed by Alan S. Bernstein.


HARRAH'S ENT: Operating Co. Inks Amendment & Waiver to Credit Pact
------------------------------------------------------------------
Harrah's Operating Company Inc., a wholly owned subsidiary of
Harrah's Entertainment Inc., entered into an amendment and waiver
to its credit agreement dated January 28, 2008 to, among other
things:

   -- allow for one or more future issuances of additional secured
      notes or loans, including the $1,375,000,000 principal
      amount of 11 1/4% senior secured notes due 2017 being
      offered in the previously announced offering, which may
      include, in each case, indebtedness secured on a pari passu
      basis with the obligations under its senior secured credit
      facilities, so long as, in each case, an agreed amount of
      the net cash proceeds from any issuance are used to prepay
      term loans and revolving loans under the senior secured
      credit facilities at par;

   -- exclude from the maintenance covenant under its senior
      secured credit facilities (x) notes secured with a first
      priority lien on the assets of the company and the
      subsidiaries that secure the senior secured credit
      facilities that collectively result in up to $2 billion of
      net proceeds and (y) up to $250 million aggregate principal
      amount of consolidated debt of subsidiaries that are not
      wholly owned subsidiaries;

   -- subject to specified procedures, allow the Company to
      buyback loans from individual lenders at negotiated prices,
      which may be less than par; and

   -- subject to the requirement to make those offers on a pro
      rata basis to all lenders, allow the Company to agree with
      individual lenders to extend the maturity of their term
      loans or revolving commitments, and for the Company to pay
      increased interest rates or otherwise modify the terms of
      their loans or revolving commitments in connection with such
      an extension.

                  About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

At September 30, 2008, the Company's consolidated condensed
balance sheets showed total assets of $37.0 billion, total
liabilities of $33.4 billion and stockholders' equity of
$3.6 billion.  For three months ended September 30, 2008, the
company reported net loss of $129.7 million compared with net
income of $244.4 million for the same period in the previous year.
For nine months ended September 30, 2008, the company posted net
loss of $100.9 million compared with net income of $667.2 million
for the same period in the previous year.  The Company's cash and
cash equivalents, including funds borrowed during the quarter
under its credit facilities, totaled approximately $1.0 billion at
September 30, 2008, compared to $654.7 million at September 30,
2007.

                            *    *    *

Troubled Company Reporter noted on June 2, 2009, that Moody's
Investors Service changed the rating on the proposed $1.375
billion first lien notes due 2017 to be issued by Harrah's
Operating Escrow LLC and Harrah's Escrow Corporation to Caa1 from
Caa3.  Both companies are wholly owned subsidiaries of Harrah's
Operating Company, Inc.  Harrah's Entertainment, Inc.'s Caa3
Corporate Family Rating, Caa3 Probability of Default Rating, and
SGL-4 Speculative Grade Liquidity were affirmed.  The outlook
remains negative.  The rating of the proposed first lien notes are
subject to final documentation.

Furthermore, Moody's Investors Service changed the rating on the
proposed $1.375 billion first lien notes due 2017 to be issued by
Harrah's Operating Escrow LLC and Harrah's Escrow Corporation to
Caa1 from Caa3.  Both companies are wholly owned subsidiaries of
Harrah's Operating Company, Inc.  Harrah's Entertainment, Inc.'s
Caa3 Corporate Family Rating, Caa3 Probability of Default Rating,
and SGL-4 Speculative Grade Liquidity were affirmed.  The outlook
remains negative.  The rating of the proposed first lien notes are
subject to final documentation.

As reported by the Troubled Company Reporter on May 29, 2009,
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating for Las Vegas-based gaming company Harrah's
Entertainment Inc. and its wholly owned subsidiary, Harrah's
Operating Co. Inc., along with all issue-level ratings on Harrah's
debt, on CreditWatch with positive implications.

The TCR also reported that Moody's Investors Service assigned a
Caa3 rating to the proposed $1.0 billion first lien notes due 2017
to be issued by Harrah's Operating Escrow LLC and Harrah's Escrow
Corporation, both wholly owned subsidiaries of Harrah's Operating
Company, Inc.  Proceeds from the new first lien notes will be used
to repay outstanding bank debt.


HARVEST OIL: Files Schedules of Assets and Liabilities
------------------------------------------------------
Harvest Oil & Gas, LLC, et al., filed with the U.S. Bankruptcy
Court for the Western District of Louisiana its schedules of
assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------           ------------    ------------
  A. Real Property              $146,118,745
  B. Personal Property           $25,659,388
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                             $110,028,878
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $1,371,749
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $32,632,048
                                ------------    ------------
TOTAL                           $171,778,133    $144,032,675

A copy of Harvest Oil's schedules of assets and debts is available
at http://bankrupt.com/misc/HarvestOil.SAL.pdf

                   About Harvest Oil and Gas, LLC

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged on acquisition,
development and exploration of energy resources.  The Debtor and
its debtor-affiliates filed for Chapter 11 protection on March 31,
2009 (Bankr. W. D. La. Lead Case No. 09-50397).  Robin B.
Cheatham, Esq., at Adams & Reese LLP represents the Debtors in
their restructuring efforts.  The Debtors listed assets of
$100 million to $500 million and debts of $100 million to
$500 million.


HARVEST OIL: May Continue to Use Cash Collateral Until June 28
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
has granted Harvest Oil & Gas, LLC, and its debtor-affiliates'
authority, on an interim basis, to access cash collateral on which
Wayzata Investments Partners, LLC, as agent for certain lenders
and Macquarie Bank Limited and its affiliates assert security
interests and liens, to meet payroll, ongoing operational expenses
and other business costs and expenses in accordance with a budget.

The Debtors are authorized to use the cash collateral from May 29,
2009, through June 28, 2009.  This is the Court's fourth amended
interim order authorizing the Debtors to use cash collateral.

The pre-petition lenders will retain their security interests and
liens on the cash collateral to the fullest extent and relative
priority as set forth in their respective prepetition security
agreements.

As partial adequate protection for any use or diminution in the
value of their collateral, the prepetition lenders are granted
security interests and liens in all of the property and assets of
the Debtors' estates, as may be acquired postpetition, including
all cash collateral in the DIP Account.

A final hearing on the Debtors' emergency cash collateral motion
will be heard on June 29, 2009, at 10:00 AM, at the U.S.
Bankruptcy Court, Courtroom, First Floor, U.S. Courthouse, 214
Jefferson Street, Suite 100, Lafayette, Louisiana.

                   About Harvest Oil and Gas, LLC

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged on acquisition,
development and exploration of energy resources.  The Debtor and
its debtor-affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. W. D. La. Lead Case No. 09-50397).  Robin
B. Cheatham, Esq., at Adams & Reese LLP represents the Debtors in
their restructuring efforts.  The Debtors listed assets of
$100 million to $500 million and debts of $100 million to
$500 million.


HEALTHTRONICS INC: Endocare Deal Won't Affect Moody's 'B2' Rating
-----------------------------------------------------------------
Moody's commented on HealthTronics, Inc's. proposed acquisition of
Endocare, announced on June 8, 2009.  Moody's does not anticipate
any immediate impact to HealthTronics' ratings, following the
acquisition announcement.  The increase in financial leverage as a
result of the acquisition is within Moody's expectations and is
already reflected in the B2 Corporate Family Rating.

The last rating action was October 21, 2008, when Moody's
downgraded HealthTronics Corporate Family Rating to B2 from B1 and
changed to the outlook to stable from negative.

HealthTronics' 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
HealthTronics' core industry and the company's ratings are
believed to be comparable to those other issuers of similar credit
risk.

Headquartered in Austin, Texas, HealthTronics is a leading
provider of urology services and products in the U.S.  The company
provides urologists with cost-effective access to lithotripters
(used in the treatment of kidney stones) and other capital
equipment as well as partnership management services.  The company
operates primarily through partnerships with urology practices in
which HealthTronics owns a minority stake.  For the twelve months
ended March 31, 2009, the company generated revenues of
approximately $176 million.


HERNANDO BEACH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hernando Beach, Inc.
           dba Southern Pines Condominium
        8075 Southern Pines Drive
        Brooksville, FL 34601

Bankruptcy Case No.: 09-12037

Chapter 11 Petition Date: June 8, 2009

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

Judge: Caryl E. Delano

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

Total Assets: $6,772,442

Total Debts: $3,575,531

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/flmb09-12037.pdf

The petition was signed by Charles M. Sasser, Jr., president of
the Company.


HILLS MARCH LLC: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hills March LLC
        4308 Agnes Ave
        Studio City, CA 91604

Bankruptcy Case No.: 09-16924

Chapter 11 Petition Date: June 8, 2009

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

Judge: Geraldine Mund

Debtor's Counsel: Kent Salveson, Esq.
                  28391 Avenida La Mancha
                  San Juan Capist, CA 92675
                  Tel: (949) 291-7393

Total Assets: $4,000,000

Total Debts: $9,018,837

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/cacb09-16924.pdf

The petition was signed by Brad Gerszt, managing member of the
Company.


HUMANA INC: Moody's Affirms 'Ba1' Subordinated Debt Shelf Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Humana Inc.'s (senior debt at
Baa3) ratings as well as the A3 insurance financial strength
ratings of its operating companies: Humana Insurance Company and
Humana Medical Plan, Inc.  The rating outlook on Humana and its
subsidiaries remains negative.

Moody's said the affirmation of Humana's ratings reflects the
company's successful remediation of the pricing/benefit design
flaws in certain stand alone Part D prescription drug products
('Enhanced PDP'), which depressed 2008 earnings.  Notably,
Humana's 2008 results were in line with rating expectations --
allowing for the PDP losses -- and first quarter 2009 results
indicate that the pricing for the company's 2009 PDP product
offerings should not produce similar losses.

Notwithstanding the improvement in the PDP results, the rating
agency noted that it has decided to maintain a negative outlook on
the ratings as a result of legislative changes and reimbursement
cuts that could have a significant adverse impact on Humana's
sizeable Medicare Advantage business over the medium term.  In
particular, Moody's cited two primary areas of concern.  First,
Humana's MA private fee-for-service membership is at risk due to
legislation passed in July 2008 requiring healthcare companies to
convert most of this business to a network based product by 2011.
As of March 31, 2009, approximately 39% of Humana's MA membership
was PFFS.  While Humana has demonstrated moderate success in
converting its PFFS membership during the most recent open
enrollment period to one of its network MA products and a large
percentage of the remaining PFFS membership has access to a Humana
MA network product, the block of PFFS members that remains is
sizeable and could be at risk.  Second, the announced reduction in
the MA reimbursement rates for 2010 will force all healthcare
companies to redesign their MA products by increasing premiums,
reducing benefits, or a combination of both.  While Humana is
expected be in a position to offer a competitive and profitable
product, there are uncertainties, such as what Humana's
competitors will do and how seniors will react.

In addition to these MA issues, Moody's added that Humana's five
year TRICARE South Region contract (representing approximately 15%
of the government segment's premiums and fees) is at risk as the
Department of Defense evaluates proposals for awarding a new five
year contract.  The contract has currently been extended for a one
year period ending on March 31, 2010.  While Humana appears to be
in a good position to retain this contract, the loss of this
business, would have a negative impact on earnings and would
pressure ratings.

Offsetting these concerns, Moody's said that Humana's improved
commercial segment and growing specialty business have provided
diversity to Humana's risk profile.  In addition, Humana's risk-
based capital remains strong, while financial leverage (debt to
capital including operating leases) is being managed at a moderate
level for the company's rating level.

Moody's indicated that given the negative outlook, a rating
upgrade would be unlikely.  However, if after-tax margins improve
to at least 3%, the combined organic commercial and Medicare
membership growth rate is at least 1%, Medicare premiums account
for no more than 65% of total premium and fees, and RBC is
maintained at or above 200% the outlook could be returned to
stable.  Conversely, these could result in a rating downgrade:
Medicare membership decreasing by 25% or more; RBC decreasing to
below 150% CAL; adjusted financial leverage increasing to 40%;
after-tax margins falling below 1.0%; Medicare premiums accounting
for over 65% of total premium and fees; or a loss or impairment of
one of its government contracts.

These ratings were affirmed with a negative outlook:

  -- Humana Inc.: senior unsecured debt rating at Baa3; senior
     unsecured debt shelf rating at (P)Baa3; subordinated debt
     shelf rating at (P)Ba1; preferred stock shelf rating at
     (P)Ba2;

  -- Humana Insurance Company: insurance financial strength rating
     at A3;

  -- Humana Medical Plan, Inc.: insurance financial strength
     rating at A3.

Humana Inc., based in Louisville, Kentucky, is a leading managed
care company serving over 8.3 million medical members (excluding
2.1 million Standalone PDP members) as of March 31, 2009.  For the
first three months of 2009, the company reported consolidated GAAP
revenues of approximately $7.7 billion with shareholders' equity
as of March 31, 2009, of approximately $4.7 billion.

Moody's most recent rating action on Humana was on March 13, 2008,
when Humana's ratings were affirmed (senior debt at Baa3) and the
outlook was changed to negative from stable as a result of
anticipated losses on its Medicare Part D Prescription Drug
business.


IMAX CORPORATION: Sells 9.8 Million Common Shares to Roth Capital
------------------------------------------------------------------
IMAX Corporation entered into an underwriting agreement with Roth
Capital Partners, LLC, for the sale of 9,800,000 of IMAX's common
shares, no par value, for $7.15 per share, less the underwriting
commission.

Under the terms of the Underwriting Agreement, IMAX has granted
the Underwriter an option to purchase up to an additional
1,470,000 common shares at the public offering price, less the
underwriting commission, within 30 days from the date of the
Prospectus Supplement to cover over-allotments, if any.

A full-text copy of the Underwriting Agreement, dated June 2,
2009, between IMAX Corporation and Roth Capital Partners, LLC, is
available for free at: http://ResearchArchives.com/t/s?3db3

A full-text copy of the free writing prospectus is available for
free at: http://ResearchArchives.com/t/s?3db4

                           About IMAX

Headquartered in Ontario, Canada, IMAX Corporation (Nasdaq:
IMAX)(TSX: IMX) -- http://www.imax.com/-- is a digital
entertainment and technology company.  As of December 31, 2007,
there were 299 IMAX theatres operating in 39 countries.  The
Company's groundbreaking IMAX DMR digital remastering technology
allows it to digitally transform virtually any conventional motion
picture into the unparalleled image and sound quality.

At March 31, 2009, the Company's balance sheet showed total assets
of $226.9 million, and total liabilities of $325.5 million,
resulting in a stockholders' deficit of about $98.6 million.


INTERPUBLIC GROUP: Fitch Assigns 'BB+' Rating on $500 Mil. Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Interpublic Group of
Companies' $500 million proposed senior unsecured notes issuance
due 2017.  The proceeds are expected to be used to partially fund
a tender offer for upcoming maturities.  The company will have
approximately $2.6 billion in pro forma total debt ($2.1 billion
as of March 31, 2009 and $500 million proposed; excluding the
affect of potential tenders) and $525 million in preferred stock.
IPG's ratings are:

  -- Issuer Default Rating  'BB+';
  -- Senior unsecured notes 'BB+';
  -- Bank credit facility 'BB+';
  -- Enhanced Liquidity Facility 'BB+';
  -- Preferred stock 'BB-'.

The Rating Outlook remains Positive.

The proposed notes are governed under the base indenture dated
Nov. 12, 2004 (and subsequent supplementals) and rank pari passu
with other senior unsecured indebtedness of the company.  There
are no financial covenants, but there is a change of control (50%
of total voting power and majority of board, among other
provisions), cross acceleration (payment default on greater than
$50 million in debt) and negative pledge (10% of total assets, as
defined).

The proceeds of the notes issuance are expected to be used to fund
a tender offer for all of its senior unsecured debt due 2009
(approximately $250 million outstanding) and up to $500 million of
the approximately $750 million in total debt that comes due in
2011 (approximately $500 million) and 2010 (approximately
$250 million).  The 2011 notes have a higher acceptance priority
level than the 2010 notes, meaning that if all the 2009 notes and
2011 notes validly tender, the 2010 notes would remain
outstanding.

The company also disclosed that it has amended its three-year
credit agreement.  The amendment allows for covenant flexibility
during the potential time period where the company would have
newly issued debt but may not have completed the tender.  The
leverage ratio at specified time periods depends on the amount of
new senior debt issued.  At June 30, 2009, the specified covenant
leverage ratio is 3.25 times (x) in each of three debt issuance
scenarios specified in the amendment (<$300 million, between
$300 million and $450 million, and at least $450 million).  The
amendment eliminates the previous leverage step-down (to 3.0x from
3.25x) on Sept. 30, 2010, if the company issues at least
$450 million of new debt.  The amendment also provides for
interest coverage covenant flexibility through June 30, 2010, from
4.5x, previously, to 3.75x under the amendment (assuming the
company issues more than $300 million in new notes).  If the
company issues at least $450 million of new notes the interest
coverage covenant remains at 3.75x through the expiration of the
agreement.  In addition, the amendment allows for minimum EBITDA
flexibility through June 30, 2010; amended from $600 million
previously to $550 million (if at least $300 million in new notes
are issued).

The company amended its credit agreement on May 18, 2009, to
preserve its ability to use the facility in the event of a
bankruptcy of General Motors.  The agreement excludes from the
determination of consolidated EBITDA any affects from a GM
bankruptcy up to $150 million of cash charges and $100 million of
non-cash charges.  On June 5, 2009, the company disclosed that it
estimates its U.S. GM exposure to be around $50 million meaning
these exclusions included in the amendment should provide ample
flexibility within the company's covenant thresholds.

The ratings continue to reflect these:

  -- IPG's position in the industry as one of the largest global
     advertising holding companies, its diverse client base, the
     company's ample liquidity and the continued progress it has
     made toward winning new accounts and driving organic growth
     within its existing client base.  Fitch believes the main
     issues that led to the numerous credit rating downgrades from
     2003-2005 are behind the company.

  -- IPG's business risk profile and credit metrics could begin to
     reflect investment-grade characteristics in late 2009 or
     2010.  Fitch believes management has the willingness, ability
     and incentive to achieve investment-grade ratings.

  -- Credit metrics have improved significantly from 2005 levels
     (leverage is down from 12.4x to 2.7x).  While 2009 is
     expected to be challenging for IPG and all global advertising
     agency holding companies, Fitch has always incorporated a
     potential downturn into IPG's ratings.  The industry's
     scalable cost structure and IPG disciplined cost reduction
     initiatives will provide some offset to organic revenue
     declines.

In considering a potential upgrade, Fitch will focus on several
factors over the next 12 to 24 months:

  -- IPG's ability to achieve 2009 organic revenue trends in-line
     with the industry (with the expectation that IPG and peers
     will experience revenue deterioration in 2009 and assuming
     the industry organic revenue declines are no more than mid to
     high single digits per annum);

  -- The scalability of the cost structure and IPG's ability to
     maintain margin compression in-line with the industry; and

  -- The degree of working capital volatility and IPG's ability to
     manage working capital swings such that they do not
     meaningfully minimize Free Cash Flow generation.

IPG announced that first quarter 2009 (1Q'09) revenues decreased
by 11%, driven by declines in organic revenue of 5.6%, foreign
exchange impact of 7.3% and slightly offset by 2.1% growth from
acquisitions.  As of 1Q'09, IPG's liquidity position is supported
by the $1.7 billion in cash and equivalents and $335 million
available under its undrawn bank credit facility due July 2011 and
$622 million available under the company's $750 million ELF
facility (reduced by $128.1 million in letters of credit).  The
ELF facility expires in July 2009, and Fitch does not expect IPG
to renew or replace the expiring capacity.

IPG's ratings were affirmed in a comprehensive press release
distributed April 30, 2009.  Fitch will also publish a full 14-
page report this morning which includes indenture summaries, an
organizational debt diagram, liquidity overview and key rating
drivers.


INTERPUBLIC GROUP: Moody's Assigns 'Ba3' Rating on $500 Mil. Notes
------------------------------------------------------------------
Moody's assigned a Ba3 rating to The Interpublic Group of
Companies, Inc.'s proposed $500 million senior unsecured notes due
2017.  The notes, issued by IPG, rank equally with other existing
unsecured debt and the covenant package is the same as for the
company's existing bonds.  Proceeds from the bond offering will be
used by the company to repay some of its existing debt.  IPG
simultaneously announced a tender offer to repurchase all of its
$250 million 5.4% senior unsecured notes due 11/15/2009, and up to
$500 million of its $250 million floating rate senior unsecured
notes due 11/15/2010 and $500 million 7.25% senior unsecured notes
due 8/15/2011.  Loss given default assessments were updated to
reflect changes to the capital structure.  The rating outlook
remains positive.

IPG also amended its $335 million revolving credit facility,
relaxing the interest coverage, leverage ratio and minimum EBITDA
covenants, which now provide additional cushion for operational
setbacks in the current economic climate.  The company also
announced last week an amendment to exclude from the bank EBITDA
calculation any adverse effects arising from General Motors
Corporation's (CFR Ca/developing) bankruptcy.  Moody's believes
the financing, tender and amendment reflect the company's
proactive approach to maintaining a flexible balance sheet and
managing its debt maturity schedule in a prompt and timely manner.

IPG's positive outlook continues to reflect the company's long
term steady improvement in operating performance and organic
revenue growth and Moody's expectation that when the economy
turns, IPG is well-positioned to improve its credit profile, and
is presently managing reasonably well verses its peers amid a very
tough operating environment.  The Ba3 CFR is supported by the
company's good free cash flow generation and moderate debt-to-
EBITDA leverage (Moody's adjusted) of 4.5x at 3/31/2009 (4.3x pro
forma for the announced transactions).  IPG's speculative grade
liquidity rating of SGL-1 is supported by the company's large cash
balance of $1.6 billion at 3/31/09 ($412 million, net of working
capital deficit), an unused $335 million revolving credit facility
due 7/18/2011 and a largely unencumbered balance sheet.  Moody's
believes IPG has sufficient, although not ample, headroom under
financial maintenance covenants.

The last rating action for IPG was on July 23, 2008, when Moody's
assigned a Ba3 rating to the company's $335 million senior
unsecured revolving credit facility.

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

The Interpublic Group of Companies, Inc., with its headquarters in
New York is among the world's largest advertising, marketing and
corporate communications holding companies in the world.  Revenues
approximate $6.8 billion.


INTERPUBLIC GROUP: S&P Assigns 'B+' Rating on $500 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned New York City-based
advertising firm Interpublic Group of Companies Inc. proposed
offering of $500 million senior unsecured notes due 2017 its
issue-level rating of 'B+' (at the same level as the 'B+'
corporate credit rating on the company).  S&P also assigned this
debt a recovery rating of '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery for noteholders in the event of a
payment default.

In addition, S&P has revised its recovery rating on Interpublic's
existing senior unsecured debt to '3' from '4'.  This revision
reflects a change in S&P's simulated default scenario assumptions,
which now include a lower debt balance at default and a modestly
higher emergence enterprise value.

The corporate credit rating on Interpublic is 'B+' and the rating
outlook is stable.  The rating reflects S&P's concern about the
potential severity of recessionary pressures (including potential
increases in bad-debt expense and the challenge of reducing costs
ahead of revenue declines) on the company's credit metrics.
Interpublic's broad business mix of traditional advertising and
marketing services, very strong cash balances, and recent account
gains are positive considerations that somewhat temper these
concerns.

                           Ratings List

                  Interpublic Group of Cos. Inc.

          Corporate Credit Rating          B+/Stable/--

                           New Ratings

                  Interpublic Group of Cos. Inc.

               $500M sr unsecd nts due 2017     B+
                 Recovery Rating                3

                     Revised Recovery Rating

                  Interpublic Group of Cos. Inc.

                                           To        From
                                           --        ----
          Senior Unsecured                 B+        B+
            Recovery Rating                3         4


J.G. WENTWORTH: Receives $100 Million in New Equity
---------------------------------------------------
J.G. Wentworth has consummated the reorganization plan which was
confirmed last week by the U.S. Bankruptcy Court for the District
of Delaware, including the infusion of $100 million of capital.
The three non-operating parent holding company level affiliates,
JGW Holdco, LLC, J.G. Wentworth LLC, and J.G. Wentworth, Inc.,
have successfully emerged from bankruptcy.

The Company has substantially reduced its debt load at the parent
holding company level while gaining access to new equity.  J.G.
Wentworth conducted business without interruption during the brief
reorganization process.

"We are very pleased to have passed this milestone of the
restructuring process," said David Miller, Chief Executive Officer
of J.G. Wentworth.  "We have emerged as a stronger and more
financially secure enterprise, and we look forward to continuing
to provide customers with financial solutions for their long-term
settlement and annuity payments, especially in this challenging
economy."

At just under two weeks, this restructuring is one of the fastest
on record, and speaks to the alignment of the Company and its
creditors in the prepackaged Chapter 11 filing.  "I would like to
thank our employees, vendors, customers and creditors for their
ongoing support as we worked to quickly complete this
restructuring," Mr. Miller said.  "With this support, we will use
our market position and our brand to acquire new customers and
grow the franchise, and to continue to provide great service to
our existing clients."

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

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


JAMES WEBSTER: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: James Webster
        708 Mitchell's Lane
        Middletown, RI 02842

Bankruptcy Case No.: 09-12259

Chapter 11 Petition Date: June 8, 2009

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Debtor's Counsel: Peter J. Furness, Esq.
                  Sinapi Formisano & Co.
                  100 Midway Place, Suite 1
                  Cranston, RI 02920-5707
                  Tel: (401) 944-9690
                  Fax: (401) 943-9040
                  Email: pjf@sfclaw.com

Total Assets: $1,325,200

Total Debts: $1,693,234

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

          http://bankrupt.com/misc/rib09-12259.pdf

The petition was signed by Brad Gerszt, managing member of the
Company.


KUSHNER-LOCKE: Wants to Use Cash Collateral Until November 30
-------------------------------------------------------------
The Kushner-Locke Company and its 8 affiliated corporations ask
the U.S. Bankruptcy Court for the Central District of California
for authorization to continue using cash collateral of JP Morgan
Chase Bank, as agent for itself and a syndicate of Lenders, for
the period June 1, 2009, through November 30, 2009, in accordance
with a budget.

The Debtors relate that the continued use of the Lenders'
collateral is necessary to enable them to consummate a plan of
reorganization and to exit from Chapter 11.

On July 16, 2002, the Court approved the third stipulation of the
Debtors, the Agent, and the official committee of unsecured
creditors with respect to the limited use of cash collateral until
a final order was issued by the Court.  The third stipulation
provided for the Debtors' use of cash collateral until October 31,
2002.  Thereafter, 14 interim cash collateral orders were issued
by the Court.  On December 8, 2008, the Court issued its 17th
order authorizing use of cash collateral through and including May
31, 2009.

As adequate protection, lenders will be granted a security
interest in all of the Debtors' property and rights, except for
rights in and claims to causes of action under Sections 544, 545,
547, 548, 549, or 550 and any other avoidance actions under the
Bankruptcy Code.  The use of cash collateral will terminate upon
the occurrence of certain termination events, including the
dismissal or conversion of the cases and the filing by any Debtor
of a Chapter 11 plan not approved by the Lenders.

Headquartered in Los Angeles, California, The Kushner-Locke
Company is a low-budget movie production studio.  The company,
along with its debtor-affiliates filed for chapter 11 protection
on November 21, 2001 (Bankr. C.D. Calif. Lead Case No. 01-44828).
Carol Chow, Esq., Marina Fineman, Esq., and Charles Axelrod, Esq.,
at Stutman, Treister & Glatt; and Mara Mornet-Ritt, Esq., at
Brandon & Morner-Ritt, represent the Debtors in their
restructuring efforts.  Jeremy V. Richards, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the official committee of
unsecured creditors as counsel.


LEHMAN BROTHERS: Inks Mortgage Purchase Agreement With Americor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Lehman Brothers Holdings Inc., and certain of its
affiliates permission to enter into a Mortgage Loan Purchase
Agreement with Americor Mortgage, Inc., to prop up a Miami Beach
residential condominium project, which LBHI largely funded.

The Debtors estimate that for the life of the Mortgage Financing
Program, they may purchase approximately $100 million to
$200 million worth of residential loans pursuant to the Purchase
Agreement.

Beginning in 2006, LBHI and its indirect non-debtor subsidiary, LB
Carillon Construction LLC, loaned more than $522 million to
certain borrowers to finance the construction of the Canyon Ranch
Living Miami Beach Condominiums, located in Miami Beach, Florida.
In connection with the Construction Loans, LB Carillon borrowed
$238,850,000 from Fortress Credit Corp.

Since construction was completed in 2008, only 209 out of the 580
condominium units located at Canyon Ranch Miami have been sold.
Purchase contracts for an additional 193 condominium units have
been signed, but failed to close due to the current difficult
financing environment.  Accordingly, to facilitate the closing of
the existing contracts and sale of the remaining 178 available
condominium units and thereby assist the borrowers under the
Construction Loans and Mezzanine loan, the Debtors developed the
Mortgage Financing Program pursuant to a Mortgage Loan Purchase
Agreement with Americor.

Under the terms of the Purchase Agreement, Americor will provide
residential condominium mortage loans to all individuals desiring
to purchase the condominium units, and LBHI agrees to purchase
said residential loans from Americor.

LBHI agrees, among other things, to purchase all residential loans
originated by Americor that meet the underwriting criteria agreed
to by LBHI and Americor and have been approved for purchase by
LBHI.  On the date Americor closes each residential loan that has
been approved by LBHI for purchase, LBHI will purchase the subject
residential loan at a purchase price equal to the sum of the
outstanding principal, the accrued and unpaid interest, plus a
premium, as defined in the Agreement.

The Purchasing Agreement may be terminated without cause at any
time by either party after 60 days' prior written notice.

                     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 or 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)


LODGENET INTERACTIVE: Moody's Affirms 'B3' Corporate Family Rating
------------------------------------------------------------------
Moody's affirmed LodgeNet Interactive Corporation's B3 corporate
family rating, Caa1 probability of default rating and SGL-4
speculative grade liquidity rating (indicating poor liquidity).
The rating continues to be influenced primarily by liquidity
matters stemming from the company's very limited financial
covenant compliance cushion.  In turn, these stem from results
being adversely impacted by the recessionary suppression of
discretionary consumer and business travel.  This matter may have
longer term implications.  On one hand, should the company have to
seek accommodation from its bank lenders, the applicable interest
rate will be re-set and there will be a permanent reduction in
free cash flow generation.  Should the company avoid an interest
rate re-set, the capital rationing required to achieve the outcome
may have come at the cost of network shortcomings that jeopardize
contractual relationships with key hotel partners.  As a
consequence of these matters, the rating outlook continues to be
negative.

Ratings and Outlook Actions:

Issuer: LodgeNet Interactive Corporation

  -- Corporate family rating, unchanged at B3
  -- Probability of default rating, unchanged at Caa1
  -- Senior secured credit facility, unchanged at B3 (LGD3, 33%)
  -- Speculative Grade Liquidity Rating, unchanged at SGL-4

Outlook, unchanged at negative

Moody's most recent rating action concerning LodgeNet was taken on
November 24, 2008, at which time the company's CFR and PDR were
downgraded to B3 and Caa1, respectively.

LodgeNet'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 LodgeNet's core industry and LodgeNet's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

LodgeNet Interactive Corporation, headquartered in Sioux Falls,
South Dakota, provides cable, video-on-demand and video game
entertainment services to the lodging industry.


LYONDELL CHEMICAL: To Demolish Brazoria Plant; Hearing Set July 2
-----------------------------------------------------------------
Lyondell Chemical Co. has decided to shut down and demolish a
high-density polyethylene production facility in Brazoria
County, Texas, known as the Chocolate Bayou plant, Bloomberg's
Bill Rochelle reports.

Lyondell has decided to cease production at the end of July.  The
plant, owned by affiliate Equistar Chemicals LP, has higher
production costs than similar Lyondell facilities, court
papers indicate.

The Company's motion for authority to demolish the plant is
scheduled for a hearing on July 2, according to the report.

Lyondell and Equistar filed for Chapter 11 in January 2009,
listing assets of $33.8 billion and debt totaling $30.3 billion.
The parent LyondellBasell Industries AF SCA filed for Chapter 11
on April 24.  Including the parent and European subsidiaries, the
assets were $40 billion on Sept. 30.  Total revenue in 2007 was
$44 billion.

                      About Lyondell Chemical

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

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

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

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

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

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


MASONITE CORP: Emerges From Chapter 11 and CCAA Protection
----------------------------------------------------------
Masonite International Corporation on June 9, 2009, said it has
successfully completed its financial restructuring and emerged
from protection under both Chapter 11 of the U.S. Bankruptcy Code
and the Companies' Creditors Arrangement Act in Canada, only 85
days following its initial filings on March 16, 2009.

By working constructively with its lenders, who voted
overwhelmingly in support of its restructuring plan, Masonite
reduced its debt from $2.2 billion in March to $11.3 million of
Term Debt and less than $2 million of other debt at foreign
subsidiaries at emergence. Immediately upon emergence, Masonite
will pay off the $11.3 million of Term Debt, leaving less than $2
million of debt on the balance sheet with cash-on-hand of over
$140 million. In addition, the Company expects to close shortly on
an asset-backed, revolving line of credit facility of up to $150
million.

"This restructuring process has made Masonite a financially
healthier and stronger company better positioned for the future,"
said Fred Lynch, President and Chief Executive Officer of
Masonite. "We achieved our goal to successfully complete our debt
restructuring plan and emerge from Chapter 11 and CCAA within
120 days of filing in no small part because of the extraordinarily
constructive work we undertook with our lenders to develop an
outstanding capital structure to support our long-term business
objectives."

At respective court hearings regarding confirmation of the Plan of
Reorganization Plan in the U.S. and the CBCA Plan in Canada, Judge
Peter J. Walsh of the United States Bankruptcy Court and Justice
Colin L. Campbell of the Ontario Superior Court of Justice each
praised Masonite and its lenders for working cooperatively during
the restructuring.

Judge Walsh said of Masonite's restructuring: "In terms of
deleveraging the balance sheet and in terms of the absence of any
serious disputes and in terms of the vote, I haven't seen one like
this in ten years."

Justice Campbell commented: "This case should be a model for
cooperative cross-border restructurings."

Tony DiLucente, Chief Financial Officer of Masonite, said: "The
successful financial restructuring, together with the closure of
the ABL facility in the near future, provides Masonite with
significant financial flexibility to meet our liquidity needs
while simultaneously funding future growth opportunities. It is
also important to note that Masonite will emerge from the
financial restructuring process with significant cash reserves on
hand."

Mr. Lynch added: "At Masonite, we have many parties to thank for
this successful outcome, including our employees, our advisors,
our Board, our lenders, and everyone else who have remained
steadfast in their support for the company. With the financial
restructuring now behind us, we look forward to continuing to
provide outstanding products and service to our loyal customers
around the world."

Masonite emerged from Chapter 11 and CCAA protection after meeting
all closing conditions to the Company's Plan of Reorganization in
the U.S. and the Canadian corporate plan of arrangement. The Plan
of Reorganization was confirmed by the U.S. Bankruptcy Court in
Wilmington, Delaware on May 29. The Ontario Superior Court of
Justice approved the CBCA Plan on June 1.

As previously announced, both Masonite's term lenders and bond
holders voted overwhelmingly in support of the Plans. Of the term
lenders and bond holders who voted, 100% of the senior secured
debt -- US$1.4 billion, 161 term lenders -- and 99.99% of the
bondholders -- US$665 million, 101 bondholders -- voted to accept.
The term lenders have converted 99% of their $2.2 billion in debt
holdings into equity.

Masonite's financial adviser was Perella Weinberg Partners. Its
legal advisers were Kirkland & Ellis in the U.S. and Goodmans LLP
in Canada. Its restructuring adviser was Alvarez & Marsal.

                          About Masonite

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

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

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

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

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

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


MASONITE CORP: 12 Affiliates Disclose Assets & Liabilities
----------------------------------------------------------
Twelve debtor-affiliates of Masonite Corporation reported these
assets and liabilities:

Debtor                                     Assets      Debts
------                                     ------      -----
Premdor Finance, LLC                     $971,812         $0
Eger Properties                           129,468          0
Masonite Holding Corporation               10,008          0
Masonite Corporation Foreign Holdings         100          0
Woodland Millwork I, Ltd.                     535      1,903
Cutting Edge Tooling, Inc.                      0    643,330
WMW, Inc.                                       0          0
Door Installation Specialist Corp.              0          0
Masonite Holding Company Limited                0          0
Masonite International Inc.                     0          0
Pintu Acquisition Company, Inc.                 0          0
Masonite Air, LLC                               0          0

Two years before the Petition Date, the 12 debtor-affiliates
reported these earnings from the operation of their businesses:

   Debtor                                      Income (Loss)
   ------                                      -------------
   Premdor Finance, LLC                          $13,286,421
   Pintu Acquisition Company, Inc.                 ($552,261)
   Woodlands Millwork I, Ltd.                      ($237,758)
   Masonite Air, LLC                                ($63,649)
   Eger Properties                                      None
   Masonite Holding Corporation                         None
   Masonite Corporation Foreign Holdings                None
   Cutting Edge Tooling, Inc.                           None
   WMW, Inc.                                            None
   Door Installation Specialist Corp.                   None
   Masonite Holding Company Limited                     None
   Masonite International Inc.                          None

The Debtors did not record stand-alone income from their business
operations and other sources during the two-year period preceding
the Petition Date.

Debtor Premdor Finance, LLC, disclosed that it made payments or
transfers totaling $4,641,993 to creditors within 90 days
immediately before the Petition Date.  Premdor Finance also
disclosed that it paid $13,002 to "insiders" as defined in Section
101(31) of the Bankruptcy Code, within one year immediately
preceding the Petition Date.

The 12 Debtors are directly or indirectly owned by these entities:

Debtor                   Stockholder                    Stake
------                   -----------                    -----
Cutting Edge Tooling     Florida Made Door Co            100%

Woodlands Millwork I     Masonite Corporation            100%

WMW, Inc.                Masonite Corporation            100%

Premdor Finance, LLC     Masonite International Corp.    100%

Pintu Acquisition        Masonite Corporation            100%

Masonite Int'l. Inc.     Masonite Holding Corp           100%

Masonite Holding Corp.   KKR Millennium Fund            76.49%

                          Sculptor Investments,
                          S.a.r.l.                        8.49%

                          AlpInvest Partners CS
                          Investments                     5.04%

Masonite Holding         Castlegate Entry                 100%
Company Limited          Systems

Masonite Corporation     Masonite Corporation             100%
Foreign Holdings, Ltd.

Masonite Air, LLC        Masonite Corporation             100%

Eger Properties          Masonite Corporation             100%

Door Installation        Masonite Corporation             100%
Specialist Corp.

                          About Masonite

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

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

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

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

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

The Debtors emerged from Chapter 11 and CCAA protection on June 9.

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


MCCLATCHY COMPANY: Gains Compliance With NYSE's Listing Standards
-----------------------------------------------------------------
The McClatchy Company was notified by the New York Stock Exchange
that the company is now in compliance with the exchange's
continued listing standard for total market capitalization and
stockholders' equity.

The NYSE received approval from the Securities and Exchange
Commission to amend the NYSE's continued listing standard
applicable to average market capitalization and shareholders
equity through October 31, 2009.  The average market
capitalization requirement has been lowered from no less than
$75 million over a 30-trading-day period to no less than
$50 million over a 30-trading-day period and the stockholders'
equity requirement has been lowered from no less than $75 million
to no less than $50 million.  As a result of these changes,
McClatchy is now considered in compliance under the NYSE's amended
continued listing standard for market capitalization and
stockholders' equity.

In February 2009, McClatchy was notified by the NYSE that it was
not in compliance with the NYSE's continued listing standard for
the average price per share of the company's Class A publicly
traded common shares of less than $1 over a consecutive
30-trading-day period.  Subsequently, the NYSE announced that this
standard was temporarily suspended through June 30, 2009.   As a
result, McClatchy has until December 7, 2009, to bring the company
into compliance with this listing standard.

                    About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.  McClatchy also owns a portfolio of premium digital
assets, including 14.4% of CareerBuilder, an online job site, and
25.6% of Classified Ventures, a newspaper industry partnership
that offers the auto website, cars.com, and the rental site,
apartments.com.

                           *     *     *

As reported in the Troubled Company Reporter on May 25, 2009,
Moody's Investors Service downgraded The McClatchy Company's
Probability of Default rating to Caa3 from Caa1 following the
company's announcement that it has commenced a private offer to
exchange up to $1.15 billion of outstanding senior unsecured and
unguaranteed notes and debentures for up to $60 million in cash
and up to $175 million of new 15.75% senior unsecured guaranteed
notes due 2014.  Moody's also downgraded the existing senior
unsecured note ratings to Ca (2011 notes) and C (2014, 2017, 2027
and 2029 notes), reflecting the expected loss from the exchange
offer and the high near term probability of default.


MDWERKS INC: Terminates Employment of Chief Operating Officer
-------------------------------------------------------------
MDwerks Inc. disclosed in a filing with the Securities and
Exchange Commission that the Company terminated the employment of
Stephen M. Weiss, its chief operating officer.

Based in Deerfield Beach, Florida, MDwerks Inc. (OTC BB: MDWK)
-- http://www.mdwerks.com/-- provides healthcare professionals
with automated electronic insurance claims management solutions
and advance funding of medical claims.

                      Going Concern Doubt

On April 2, 2009, Sherb & Co., LLP in Boca Raton, Florida raised
substantial doubt about MDwerks Inc.'s ability to continue as a
going concern after auditing its financial results for the periods
ended December 31, 2008, and 2007.  The auditors pointed that the
Company has suffered recurring losses from operations; the Company
has a stockholders' deficiency of $6,138,432 and a working capital
deficiency of $1,504,676 at March 31, 2009.


MOMENTIVE PERFORMANCE: Nantong Inks Deals With Shanghai Hongkou
---------------------------------------------------------------
Momentive Performance Materials (Nantong) Co. Ltd., a wholly owned
indirect subsidiary of Momentive Performance Materials Inc. ,
entered into two agreements with the Shanghai Hongkou sub-branch
of China Construction Bank Corporation Limited and its affiliate
dated June 3, 2009 -- a Supplementary Agreement, which amends the
Loan Agreement among the parties entered into on April 27, 2007,
and a Fee Agreement.

Pursuant to the Supplemental Agreement, the parties (i) amended
the first measurement date for the financial covenants under the
Loan Agreement from December 31, 2008, to December 31, 2010, and
(ii) deferred principal repayments originally due on June 30,
2009, and December 31, 2009, aggregating to approximately
$6.2 million, until the final maturity date of the debt under the
Loan Agreement on June 30, 2014.  Pursuant to the Fee Agreement,
MPM Nantong agreed to pay certain additional fees.

As a result of the Agreements, MPM Nantong is in compliance with
all of its obligations, including its financial covenants, under
the Loan Agreement.  Momentive also expects to classify the
principal amount due under the Loan Agreement as long-term debt,
rather than current debt, in its next quarterly financial
statements.

                    About Momentive Performance

Momentive Performance Materials Inc. is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of December 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

                              *   *   *

According to the Troubled Company Reporter on June 8, 2009,
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.


MXENERGY HOLDINGS: Inks Amendment to Societe Generale Credit Deal
------------------------------------------------------------------
MXenergy Inc. and MXenergy Electric Inc., subsidiaries of MXenergy
Holdings Inc., as borrowers, entered into an amendment and waiver
dated and effective as of May 29, 2009, to the Third Amended and
Restated Credit Agreement dated as of November 17, 2008, with
Societe Generale, as administrative agent, and certain lender
parties.  Certain of MXenergy's subsidiaries guaranteed the
Company's obligations under the Credit Agreement.

Pursuant to the Credit Agreement Amendment, the borrowers under
the Credit Agreement are required to post $65,000,000 in cash to
be held on deposit with the Administrative Agent as collateral
until the earlier of:

   1) June 29, 2009, so long as no default will have occurred and
      be continuing; and

   2) termination of the Credit Agreement, repayment in full of
      all the related obligations, termination of all outstanding
      letters of credit, and termination of all revolving
      commitments under the Agreements.

Prior to the entry of the Credit Agreement Amendment, the Company
was required to post $60,000,000 in cash as collateral, which was
held on deposit with the Administrative Agent.

Pursuant to the terms of the Credit Agreement, the Company was
required to achieve specified milestones related to the
consummation of a Liquidity Event.  Pursuant to the Credit
Agreement Amendment, the date by which the Company is required to
deliver an executed agreement for a Liquidity Event was extended
to June 8, 2009, from May 29, 2009.  Additionally, the date by
which the Company is required to consummate the Liquidity Event
was also extended to June 8, 2009 from May 31, 2009.

MXenergy also entered into an Eleventh Amendment to Master
Transaction Agreement dated and effective as of May 29, 2009, with
the Company and certain of its subsidiaries, as guarantors, and
Societe Generale, as hedge provider, amending certain provisions
of that certain Master Transaction Agreement dated as of August 1,
2006.  The Hedge Agreement Amendment amends or waives certain
provisions of the Hedge Agreement to: (1) extend the date for
delivery of an executed agreement for a Liquidity Event to June 8,
2009; (2) extend the date for consummation of a Liquidity Event to
June 8, 2009; (3) reduce the limitation on maximum total
outstanding hedging positions to 12 Bcf from a limitation of 25
Bcf previously; and (4) extend the date by which new natural gas
hedging transactions may be entered into, only if the Counterparty
or any successor to an existing Counterparty, at the date, is
acceptable to the Hedge Provider in its sole discretion, from
May 29, 2009, to June 8, 2009.

A full-text copy of the Third Amendment and Waiver to Third
Amended and Restated Credit Agreement is available for free at:

               http://ResearchArchives.com/t/s?3db5

A full-text copy of the Eleventh Amendment to Master Transaction
Agreement is available for free at:

                http://ResearchArchives.com/t/s?3db6

                     About MXenergy Holdings

MXenergy is a retail natural gas and electricity supplier in North
America, serving approximately 500,000 customers in 39 utility
territories in the United States and Canada.  Founded in 1999 to
provide natural gas and electricity to consumers in deregulated
energy markets, MXenergy helps residential customers and small
business owners control their energy bills by providing both fixed
and variable rate plans.

At March 31, 2009, the Company's balance sheet showed total assets
of $316.4 million and total liabilities of $362.4 million,
resulting in a stockholders' deficit of about $46.0 million.


MYRA RUTH REED: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Myra Ruth Reed
           aka Myra Ruth Ancelet
        3664 Perserve Road
        Panama City, FL 32408

Bankruptcy Case No.: 09-50379

Chapter 11 Petition Date: June 8, 2009

Court: United States Bankruptcy Court
       Northern District of Florida (Panama City)

Debtor's Counsel: Mark Freund, Esq.
                  Igler & Dougherty, PA
                  500 North Westshore Blvd., Suite 1010
                  Tampa, FL 33609
                  Tel: (813) 289-1020
                  Fax: (813) 289-1070
                  Email: mf@idlaw.biz

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

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

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

The petition was signed by Ms. Reed.


NANBU INC: Voluntary Chapter 15 Case Summary
--------------------------------------------
Chapter 15 Petitioner: Tsunehiro Sasanami

Chapter 15 Debtor: Nanbu, Inc.
                   aka Nanbu Sekkei Kaihatsu, Inc.
                   c/o Tsunehiro Sasanami
                   Takusyou Sogo Horitsu Jimusho
                   Maru Bldg. 12F Section #1201
                   4-1, Marunouchi 2-chome
                   Chiyoda-ku, Tokyo, Japan 100-6312

Chapter 15 Case No.: 09-01274

Chapter 15 Petition Date: June 8, 2009

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Estimated Assets: $1 million to $10 million

Estimated Debts: $50 million to $100 million


NATIONAL DIE & BUTTON: Case Summary & 14 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: National Die & Button Mould Co., Inc.
        462 Barell Ave.
        Carlstadt, NJ 07072

Bankruptcy Case No.: 09-24786

Chapter 11 Petition Date: June 8, 2009

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

Debtor's Counsel: Stephen Ravin, Esq.
                  Forman Holt Eliades & Ravin
                  80 Route 4 East
                  Paramus, NJ 07652
                  Tel: (201) 845-1000
                  Email: sravin@formanlaw.com

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

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

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

          http://bankrupt.com/misc/njb09-24786.pdf

The petition was signed by Louis Eisenpresser, president of the
Company.


NAVISTAR INT'L: Board Names Cederoth as Interim Financial Officer
-----------------------------------------------------------------
The Board of Directors of Navistar International Corporation
appointed A.J. Cederoth to serve as the company's interim
principal financial officer, replacing William A. Caton who served
in that capacity during the medical leave of absence taken by the
its chief financial officer Terry M. Endsley.

The company related on April 15, 2009, that Mr. Endsley had passed
away after a brief but difficult battle with cancer and that Mr.
Cederoth would be handling the day-to-day financial and accounting
responsibilities.  The appointment of Mr. Cederoth as interim
principal financial officer coordinates the accounting and
financial functions under his leadership pending the search for a
new chief financial officer.

Mr. Cederoth, age 44, serves as the company's senior vice
president for Corporate Finance since June 2009.  He previously
served as the company's Vice President for Corporate Finance from
April 2009 to June 2009; Vice President and Chief Financial
Officer of the Engine Division of Navistar Inc., the company's
manufacturing subsidiary, from 2007 to April 2009; Vice President
for Finance of Navistar's Engine Division from 2006 to 2007; Vice
President and Treasurer of Navistar Financial Corporation, the
Company's captive finance subsidiary, from 2005 to 2006; and
Treasurer of NFC from 2001 to 2005.

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar reported $9.62 billion in total assets and $11.09 billion
in total liabilities as of January 31, 2009, resulting in
$1.49 billion in stockholders' deficit.

                             *   *   *

According to the Troubled Company Reporter on April 15, 2009,
Fitch Ratings has affirmed the Issuer Default Ratings of Navistar
International Corporation and Navistar Financial Corp. at 'BB-',
the Rating Outlook remains Negative.  The ratings cover
approximately $1.8 billion of debt at NAV and $3.2 billion debt at
NFC as of January 31, 2009.


NFJV LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: NFJV, LLC
        10480 Markison Road
        Dallas, TX 75238

Bankruptcy Case No.: 09-33621

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
   Nextech Solutions, Inc.                         09-33622

Chapter 11 Petition Date: June 8, 2009

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

Judge: Barbara J. Houser

Debtor's Counsel: Kevin D. McCullough, Esq.
                  Rochelle McCullough L.L.P.
                  325 N. St. Paul St., Ste. 4500
                  Dallas, TX 75201
                  Tel: (214)953-0182
                  Fax: (214)953-0185
                  Email: kdm@romclawyers.com

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

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

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

The petition was signed by Tony Di Napoli, president and CEO of
the Company.


NORTEL NETWORKS: Seeks Court Approval of Crossroads Settlement
--------------------------------------------------------------
Before the Petition Date, Nortel Networks Inc. entered into a
number of agreements with Crossroads Wireless, Inc., and
Crossroads Holding, LLC.  The contracts include a purchase and
license agreement dated June 30, 2008, with Crossroads Holding,
and a security agreement dated August 13, 2008, with both
Crossroads Entities.

Under the Agreements, Crossroads Wireless and Crossroads Holding
granted NNI interest in certain equipment they ordered from NNI
as well as in some of their spectrum licenses to further secure
their obligations to NNI.  As a result, NNI holds secured claims
against the Crossroads Entities that are secured by property in
which the Crossroads Entities assert an interest.

On February 13, 2009, Crossroads Holding became the subject of an
involuntary petition under Chapter 7 of the Bankruptcy Code.  The
case was eventually converted to one under Chapter 11 pursuant to
an order issued by the U.S. Bankruptcy Court for the Western
District of Oklahoma.  In the same month, Crossroads Wireless
filed a voluntary petition under Chapter 11.  In its schedules of
assets and liabilities, Crossroads Wireless disputed NNI's
security interests in spectrum licenses.

In light of their Chapter 11 bankruptcy cases, the Crossroads
Entities held negotiations with the Debtors to discuss the
resolution of their dispute and have subsequently entered into a
stipulation.  Under the stipulation, Crossroads Wireless and
Crossroads Holding agree, subject to approval by the bankruptcy
courts overseeing the parties' Chapter 11 cases, to:

  (i) transfer to NNI all rights, title and interest in the
      Equipment, free and clear of any interest of any entity
      other than the Norte1 companies;

(ii) ask the U.S. Bankruptcy Court for the District of Delaware
      to order immediate delivery to NNI of the equipment held
      by any party; and

(iii) release all claims they have or may have against NNI.

In exchange, NNI agree to release all claims it has or may have
against the Crossroad Entities, including its claims to a
security interest in any spectrum licenses, and to accept and
acknowledge the transfer as full satisfaction of its claims
against the Crossroads Entities.

Andrew Remming, Esq. at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, relates that while NNI is prepared to
litigate the dispute, litigation costs can be expensive and there
is no assurance it would achieve a better result for NNI than the
one achieved under the stipulation.  "The anticipated costs to
NNI in pursuing a claim are high in light of the limited
additional upside that could be gained from pursuing the claim
compared to the stipulation.  Litigation to pursue the issues
otherwise resolved by the stipulation would result in the
expenditure of substantial legal fees," Mr. Reming says.

The hearing to consider approval of the settlement is scheduled
for June 11, 2009.  Creditors and other concerned parties have
until June 4, 2009 to file their objections.

                  BMU Municipal Utilities Object

Brookings Municipal Utilities ask the U.S. Bankruptcy Court for
the District of Delaware to deny the Debtors' request, saying it
attempts to unilaterally determine the property rights of parties
to the equipment.

"The proposed compromise would effectively determine competing
interests and claims in the equipment without providing
appropriate due process protections to those parties who
may be in possession of the equipment and their creditors who may
assert an interest in it, including BMU," says Lyle Nelson, Esq.,
at Elias Books Brown and Nelson P.C., in Oklahoma City.

Mr. Nelson says that under the bankruptcy law, an adversary
action must be filed in order to determine the interest of
various parties to this equipment including the interest of BMU
and its creditors.

"The proposed compromise proposes to grant relief which is
precluded by law.  Specifically, the Court does not have the
authority to eliminate the claims and interest of any other
parties which may have a claim to the equipment via a motion,"
Mr. Nelson says.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Canadian Applicants Can Sell Stake in Korean JV
----------------------------------------------------------------
Nortel Networks Corporation and its Canadian affiliates sought and
obtained permission from the Ontario Superior Court of Justice to
conduct a sales process to market their interest in LG-Nortel Co.
Ltd.

Nortel Networks Limited owns 50% of the outstanding common shares
plus one common share in the joint venture, while LG Electronics
owns the balance of the outstanding common shares.  Each of the
companies holds two preferred shares in the joint venture.

As part of the sale, NNL and LGE entered into the LG-Nortel Joint
Venture Sale Process Protocol Agreement dated May 27, 2009, to
provide the guidelines of their respective roles during the sale
process.

NNL Chief Strategy Officer George Riedel said that establishing a
protocol for the sale is considered necessary by both parties to
address their interests and in recognition of the fact that LGE's
involvement in any sale of the joint venture is critical.  "The
protocol is also designed to preserve LGE's right to approve any
transaction and also to preserve both parties' rights under the
original [Joint Venture] Agreement," Mr. Riedel averred.

In connection with the sale, the CCAA Applicants also sought and
obtained approval to hire Goldman, Sachs &. Co as their financial
advisor pursuant to the terms of an engagement letter dated May
27, 2009.

A motion to enforce the Canadian Court's sales process order had
also been filed in the Chapter 15 cases of the CCAA Applicants.
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on June 11, 2009, to consider the sale request.

LG-Nortel is a profitable, standalone business with a strong
balance sheet, and has not filed for creditor protection.  The
joint venture has enjoyed solid revenues and profits since its
establishment in November 2005, with several significant customer
wins in Korea and abroad.  The business achieved a Management
Operating Margin of $341 million, or 27%, in 2008, and Management
Operating Margin for the first quarter of 2009 of 26%.

"This proposed divestiture represents the best path forward for
LG-Nortel, its customers and employees," said Peter MacKinnon, LG-
Nortel's Chairman and General Manager.  "LG-Nortel is a strong,
independent, technologically astute and commercially savvy
organization.  With a competitive portfolio of wireless, wireline
and enterprise solutions, LG-Nortel is a market leader in Korea
and select international markets.  Our number one priority is the
continued success of LG-Nortel and our customers."

"LG-Nortel is a successful business with an accomplished
leadership team, a culture of innovation, a dedicated employee
base and a drive to succeed," said Mike Zafirovski, President and
CEO, Nortel.  "As we work to evaluate the ultimate path forward
for all of our businesses, this decision will allow LG-Nortel to
embark on the next phase of its journey and realize its full
potential."

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Canadian Court Approves Sale of Westwinds Assets
-----------------------------------------------------------------
The Ontario Superior Court of Justice approved the sale of Nortel
Networks Corporation and its four Canadian affiliates' property in
Calgary to the city government.

The properties to be sold include two facilities, known as the
Westwinds Systems House and the Westwinds Innovation Centre, and
8.9 acres of land.  The buildings, which are owned by Nortel
Networks Limited, were constructed as an Office Technology
Centre, where most of the occupants are involved in research and
development.

Under the deal, the properties will be sold to the city government
for C$97 million.  NNL will be responsible for adjustment charges
prior to the sale closing while the city government will take the
responsibility for the charges after the closing.  The sale is
required to be completed on or about June 15, 2009.

As reported by the Troubled Company Reporter on May 19, 2009, the
purchase price is C$97 million.  The CCAA Applicants, through the
assistance of DTZ Barnicke, marketed the properties since August
2008.  They received three purchase offers, with which the offer
from the Calgary City Government as the highest bid.  The parties
executed a sale agreement on April 27, 2009.  Allan Lane, asset
manager of U.S.-based Nortel Networks Inc., said the Applicants
don't expect further marketing efforts to result in a higher price
for the Westwinds Property, given the amount of time that the
Property had been on the market and the decline of the real estate
market in Calgary.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Court Permits Filing of Schedule Parts Under Seal
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Nortel Networks Inc., Nortel Networks Capital Corporation, Alteon
WebSystems Inc., and Nortel Networks International Inc. to file
some portions of their schedules of assets and liabilities and
related certificates of service under seal.

As reported by the Troubled Company Reporter on May 19, 2009,
attorney for the Debtors, Ann Cordo, Esq., at Morris Nichols
Arsht & Tunnell LLP, in Wilmington, Delaware, said the Schedules
may contain information about the Debtors' customers and the
Debtors' executory contracts.  "If the customer information were
to become publicly available, the Debtors would risk unfair
competition with respect to business that the Debtors have fought
extremely hard to procure and service over the years.  Competitors
of the Debtors could easily use the customer information to
solicit each of the customers, undermining the Debtors'
relationship with their customers during this crucial period," Ms.
Cordo said.  The Debtors informed the Court they intend to provide
access of the unredacted copy of the Schedules and Certificates to
the U.S. Trustee and attorneys of the Official Committee of
Unsecured Creditors.

In their schedules of assets and liabilities, the four debtors
disclosed:

                                 Total Assets      Total Debts
                                 ------------      -----------
   Nortel Networks Inc.        $5,789,547,765   $5,042,245,337
   Nortel Networks Capital         $8,533,270     $157,143,611
   Nortel Altsystems Inc.         $44,705,040      $53,484,244
   Nortel Networks International   $6,648,393      $65,657,756

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS UK: Voluntary Chapter 15 Case Summary
-----------------------------------------------------
Chapter 15 Petitioner: Stephen John Harris

Chapter 15 Debtor: Nortel Networks UK Limited
                   Maidenhead Office Park, Westacott Way
                   Littlewick Green
                   Maidenhead
                   Berkshire SL6 3QH
                   UK

Chapter 15 Case No.: 09-11972

Type of Business: The Debtor operates a telecommunication company.

                  See http://www.nortel.com/

Chapter 15 Petition Date: June 8, 2009

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Chapter 15 Petitioner's Counsel: Edwin J. Harron, Esq.
                                 bankfilings@ycst.com
                                 Young, Conaway, Stargatt &
                                 Taylor LLP
                                 The Brandywine Building
                                 1000 West Street, 17th Floor
                                 PO Box 391
                                 Wilmington, DE 19899-0391
                                 Tel: (302) 571-6600
                                 Fax: (302) 571-1253

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion


NYSAL INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Nysal, Inc.
           dba Waterman Shell
        295 East 40th St.
        San Bernardino, CA 92404

Bankruptcy Case No.: 09-22505

Chapter 11 Petition Date: June 8, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Sheri Bluebond

Debtor's Counsel: Franklin C. Adams, Esq.
                  Best Best & Krieger LLP
                  3750 University Ave, Ste 400
                  Riverside, CA 92502
                  Tel: (951) 686-1450
                  Fax: (951) 686-3083
                  Email: franklin.adams@bbklaw.com

Total Assets: $989,000

Total Debts: $1,489,089

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

          http://bankrupt.com/misc/cacb09-22505.pdf

The petition was signed by Rahat Khan, president of the Company.


PEANUT CORP: Plainview Peanut Files for Ch 7 Bankruptcy Protection
------------------------------------------------------------------
KCBD NewsChannell 11 reports that Peanut Corporation of America's
subsidiary, Plainview Peanut Company, has filed for Chapter 7
bankruptcy protection.

KCBD relates that the Plainview Peanut Plant, along with its
sister plant in Blakely, Georgia, have been blamed for a
nationwide outbreak of Salmonella poisoning that reports say
sickened more than 700 people and killed nine.

According to KCBD, Plainview Peanut's creditors include:

     -- Atmos and Xcel,
     -- the city of Plainview,
     -- the IRS, and Texas Comptroller,
     -- several local banks, and
     -- Plainview Peanut President Stuart Parnell.

A court hearing is set for June 24, says KCBD.

Peanut Corporation of America -- http://www.peanutcorp.com/--
filed a Chapter 7 bankruptcy in February 2009 (Bankr. W.D. Va. No.
09-60452).  The Company listed both assets and liabilities in the
range of $1 million to $10 million.


PILGRIM'S PRIDE: Seeks $18MM DIP Financing from Liberty Mutual
--------------------------------------------------------------
Pilgrim's Pride has filed with the U.S. Bankruptcy Court for the
Northern District of Texas a motion seeking authorization and
approval of a postpetition debtor-in-possession surety facility
with Liberty Mutual Insurance Company, BankruptcyData.com reports.

The principal terms of the facility include:

   (i) the establishment of an $18 million D.I.P. surety facility;

  (ii) the assumption of the liabilities and obligations under the
       prepetition general agreement of indemnity dated Dec. 24,
       2002; and

(iii) a posting of additional collateral in the approximate
       amount of $6.2 million to secure the Debtors' obligations
       under the D.I.P. surety facility.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


POPULAR INC: Fitch Downgrades Issuer Default Rating to 'B'
----------------------------------------------------------
Fitch Ratings has downgraded the Long-term Issuer Default Rating
of Popular, Inc., to 'B' from 'BBB' and downgraded the Long-term
IDRs of units Banco Popular de Puerto Rico and Banco Popular North
America to 'BB-' from 'BBB'.  All ratings remain on Rating Watch
Negative where they were first placed on May 15, 2009.  A complete
listing of ratings follows this release.

The action follows Popular's announcement that it is offering an
exchange of its preferred stock instruments into common stock to
boost its existing weak level of tangible common equity which
stood at just 2.7% of tangible assets on March 31, 2009.  The
magnitude of this plan underscores the asset quality challenges
currently being faced by Popular.  The level of non-performing
loans remains well above average among major and regional U.S.
banks with the prospect of further deterioration.

Popular's ratings remain on Watch Negative given the execution
risk associated with the new exchange plan and the prospect of
escalating asset quality issues.  The removal from Watch Negative
hinges on the success of this plan as well as a stabilization of
problem loans.

Particularly in a stress scenario, there is the risk that
considerable funds from the holding company could be downstreamed
to boost bank level capital ratios.  This potential outcome could
hamper the ability of the holding company (Popular) and sub-
holding company (Popular North America, Inc.) to service a
considerable level of holding company debt.  Consequently, Fitch
has widened the notching between holding company and bank level
IDRs.  The holding company senior debt rating has been assigned a
recovery rating of 'RR4'.

Investors in preferred stock are being encouraged to participate
through the suspension of preferred dividends.  Given this
suspension, the preferred stock rating of Popular was downgraded
to 'C/RR6' from 'BB+'.  (See commentary 'Fitch Sees Elevated Risk
of Bank Hybrid Capital Coupon Deferral in 2009' dated Feb. 4, 2009
available on Fitch's web site at 'www.fitchratings.com').  While
the current plan suggests trust preferred holders will not face an
immediate suspension of payments, Fitch believes the potential for
future deferral is increasing. Consequently, the trust preferred
rating has been downgraded to 'CCC/RR6' from 'BB+'.

Fitch has downgraded these ratings, which remain on Watch
Negative:

Popular, Inc.

  -- Long-term IDR to 'B' from 'BBB';
  -- Short-term IDR to 'B' from 'F2';
  -- Senior unsecured to 'B/RR4' from 'BBB';
  -- Short-term Debt to 'B' from 'F2';
  -- Individual to 'D/E' from 'C'.

Popular North America, Inc.

  -- Long-term IDR to 'B' from 'BBB';
  -- Senior unsecured to 'B/RR4' from 'BBB';
  -- Short-term IDR to 'B' from 'F2';
  -- Short-term Debt to B from 'F2';
  -- Individual rating to 'D/E' from 'C'.

Banco Popular North America

  -- Long-term IDR to 'BB-' from 'BBB';
  -- Long-term deposits to 'BB' from 'BBB+';
  -- Short-term IDR to 'B' from 'F2';
  -- Short-term deposits to 'B' from 'F2';
  -- Individual rating to 'D' from 'C'.

Banco Popular de Puerto Rico

  -- Long-term IDR to 'BB-' from 'BBB';
  -- Long-term deposits to 'BB' from 'BBB+';
  -- Short-term IDR to 'B' from 'F2';
  -- Short-term deposits to 'B' from 'F2';
  -- Individual rating to 'D' from 'C'.

BanPonce Trust I

  -- Trust preferred to 'CCC/RR6' from 'BB+'.

Popular Capital Trust I

  -- Trust preferred to 'CCC/RR6' from 'BB+'.

Popular Capital Trust II

  -- Trust preferred to 'CCC/RR6' from 'BB+'.

Popular North America Capital Trust I

  -- Trust preferred to 'CCC/RR6' from 'BB+'.

Fitch has downgraded these ratings and removed them from Watch
Negative:

Popular

  -- Preferred stock to 'C' from 'BB+'.

Fitch has affirmed these ratings:

Popular

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

Popular North America, Inc.

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

Banco Popular North America

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

Banco Popular de Puerto Rico

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


QPC LASERS: Lender Conducts Sale of Quintessence Photonics' Assets
------------------------------------------------------------------
QPC Lasers, Inc., disclosed in a filing with the U.S. Securities
and Exchange Commission that Laser Operations, LLC, conducted on
June 1, 2009, a public sale of certain assets that secured
Quintessence Photonics Corporation's obligations under the
$6 million Secured Promissory Note dated September 18, 2006, made
by Quintessence in favor of Finisar Corporation.

As of April 30, 2009, the current amount due on the Note is
$5,423,683, plus accrued interest of approximately $638,148.

On October 21, 2008, Quintessence received a written notice of
default from Finisar in connection with Quintessence's failure to
make a required payment due under the Note.  As a result, an Event
of Default exists under the Note.  On May 13, 2009, pursuant to a
Loan Sale Agreement, Laser Operations acquired all of Finisar's
rights and remedies under the Note and a security agreement which
granted Finisar a security interest in the Collateral representing
substantially all of the assets of Quintessence.  Quintessence is
a subsidiary of the Company.  The Collateral constitutes
essentially all of the Company's assets.

The Company has been advised that at the Asset Sale, Laser
Operations purchased the Collateral by issuing a successful bid of
approximately $750,000.  The successful bid amount is less than
the amount due under the Note.  As a result, Quintessence will not
receive any proceeds from the Asset Sale.  After the Asset Sale,
Quintessence has no operating assets.

The Company anticipates that it will in the near future file for
protection under Chapter 7 of the federal bankruptcy laws and that
its common stock will have no value after liquidation of the
Company is completed.

                    About QPC Lasers, Inc.

QPC Lasers, Inc., designs and manufactures laser diodes through
its wholly-owned subsidiary, Quintessence Photonics Corporation.
Quintessence was incorporated in November 2000 by Jeffrey Ungar,
Ph.D. and George Lintz, MBA.  The Founders began as entrepreneurs
in residence with DynaFund Ventures in Torrance, California and
wrote the original business plan during their tenure at DynaFund
Ventures from November 2000 to January 2001.  The business plan
drew on Dr. Ungar's 17 years of experience in designing and
manufacturing semiconductor lasers and Mr. Lintz's 15 years of
experience in finance and business; the primary objective was to
build a state of the art wafer fabrication facility and hire a
team of experts in the field of semiconductor laser design.


RH DONNELLEY: Can Pay Prepetition Taxes Up to $5.5 Million
----------------------------------------------------------
In the ordinary course of business, R.H. Donnelley Corp. and its
debtor-affiliates incur certain sales, use, property, franchise
and other taxes and governmental charges that are payable either
directly to various state and local taxing authorities or to third
parties that remit the payments to taxing authorities.  The
Debtors also lease facilities and engage in advertising sales in
many states and are accordingly obligated to pay Taxes to numerous
state and local Taxing Authorities.

Although the Debtors believe that they are current on all Taxes
that were due and payable as of the Petition Date, many of the
obligations are paid on a periodic basis and in arrears, their
proposed counsel, James F. Conlan, Esq., at Sidley Austin LLP, in
Chicago, Illinois, relates.

As a result, in many instances there is a lag between the time
when the Debtors incur an obligation to pay Taxes and the date
the Taxes actually become due and payable under applicable, Mr.
Conlan notes.  He says certain Taxing Authorities could therefore
have claims against the Debtors for Taxes that have accrued but
will become due during the pendency of the Chapter 11 cases.

By this motion, the Debtors seek authority from the U.S.
Bankruptcy Court for the District of Delaware, to be exercised in
their discretion, to pay to the relevant Taxing Authorities (i)
any prepetition Taxes that accrued and were due and owing prior to
the Petition Date but remain unpaid as of the Petition Date and
(ii) any prepetition Taxes that accrued prior to the Petition Date
and will become due and owing during the pendency of the Chapter
11 cases in the ordinary course of business.

The Debtors estimate that, as of the Petition Date, their accrued
and unpaid liabilities for Taxes were approximately $5,000,000.
The Debtors propose to pay any accrued and unpaid liabilities for
prepetition Taxes in the ordinary course of business up to an
aggregate amount not to exceed $5,500,000.

The Debtors also ask the Court to authorize banks and other
financial institutions to honor and process transfers, deposits,
or checks issued by any of the Debtors on account of any
prepetition Taxes that have not cleared as of the Petition Date,
and to rely on the representations of the Debtors as to which
checks are issued and authorized to be paid without any duty of
further inquiry and without liability for following the Debtors'
instructions.

Mr. Conlan asserts that it is important for the Debtors to be
current in their payment of taxes because these taxes, if unpaid,
may be entitled to priority status under Section 507(a)(8) of the
Bankruptcy Code and would therefore have to be paid in full under
any plan of reorganization.

In some or all of the states in which the Debtors do business,
liens can attach to real and personal property on which the
Debtors have unpaid property Taxes, thus potentially entitling the
relevant Taxing Authorities to a secured claim against property of
the relevant Debtor's estate and the payment of postpetition
interest and penalties, Mr. Conlan points out.  Payment of the
Taxes should therefore affect only the timing of the payments and
not the amounts that would ultimately be payable to the applicable
Taxing Authorities, and may, in some instances, allow the Debtors
to avoid the payment of unnecessary interest and penalties.

Certain Taxing Authorities, Mr. Conlan adds, may assert that
sales, use and other Taxes are so-called "trust fund" taxes that
the Debtors are required to collect from third parties and hold in
trust for the benefit of the Taxing Authorities.  To the extent
that the Debtors collect sales, use and other Taxes from their
customers on behalf of the Taxing Authorities, the Taxes may not
constitute property of the estate.  As a consequence, the Debtors
would not have an equitable interest in the Taxes and, assuming
that the Taxes could be adequately identified and traced, the
amounts would not constitute property of the Debtors' estates and
would not be subject to the automatic stay.  Accordingly, because
the Debtors may have no equitable interest in any so-called trust
fund Taxes, payment of the Taxes would not prejudice the rights of
any of the Debtors' other creditors, and the Debtors should be
authorized to pay any Taxes that constitute trust fund taxes as
they become due and payable.

Even if some of the Taxes would not ordinarily be considered
"trust fund" taxes in a particular jurisdiction, payment of the
Taxes should be authorized because some Taxing Authorities may
audit the Debtors if the Taxes are not timely paid, Mr. Conlan
tells the Court.  The audits would needlessly divert the Debtors'
attention from their reorganization efforts.  In addition, some
Taxing Authorities may also seek to impose liens on the Debtors'
assets on account of unpaid Taxes, which liens would require time,
effort and expense for the Debtors to challenge and remove.  An
improper lien or the failure to pay certain Taxes might also
affect the Debtors' good standing in a particular state,
potentially affecting the Debtors' ability to continue operating
in the ordinary course and resulting in unnecessary distractions
for the Debtors and their management.  Timely payment of the Taxes
is necessary to avoid the distractions and would be in the best
interests of the Debtors and their estates.

Importantly, Mr. Conlan tells the Court, some states hold
responsible officers personally liable in various circumstances
for unpaid sales and use taxes.

                         *     *     *

The Court approved the Debtors' request and authorized them to pay
the Taxes in the ordinary course of their business up to an amount
aggregating $5,500,000.

                       About R.H. Donnelley

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

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

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

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

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


RH DONNELLEY: Court OKs $2MM Payment to Shippers & Lien Claimants
-----------------------------------------------------------------
R.H. Donnelley Corp. and its debtor-affiliates depend on reputable
common carriers or shippers to transport their printed directories
to third party vendors who distribute the directories on behalf of
the Debtors.  The Debtors utilize the services of approximately
six Shippers to ensure the timely delivery of printed directories
to the Distribution Vendors.  As a result, in the ordinary course
of business, the Shippers regularly have possession of finished
goods published by the Debtors.

The Debtors expect that, as of the Petition Date, certain of the
Shippers will have outstanding invoices for goods that were
delivered prior to the Petition Date.

Under most state laws, a Shipper has a lien on goods in its
possession, which lien secures the charges or expenses incurred
in connection with the transportation or storage of the goods.

Pursuant to Section 363(e) of the Bankruptcy Code, the Shippers
may be entitled to adequate protection in the form of a
possessory lien.  As a result, certain Shippers may refuse to
deliver or release goods in their possession or control, as
applicable, before any prepetition amounts owed to them by the
Debtors have been satisfied and their liens released.

The Debtors' proposed counsel, James F. Conlan, Esq., at Sidley
Austin LLP, in Chicago, Illinois, contends that timely
distribution of the Debtors printed directories is essential to
the Debtors' business operations.  He says that in many
instances, the Debtors cannot collect revenue from advertisers
until a directory has been published and distributed.  Thus, a
failure to timely publish and deliver the Debtors' printed
directories could have a significant impact on the Debtors' cash
flows.

Mr. Conlan also asserts that any delay of the delivery of the
print directories would likely negatively impact the Debtors'
ability to maintain relationships with their current advertising
customers, as well as their ability to attract new advertising
customers.

The Debtors believe that the value of the goods that currently in
the Shippers' possession exceeds the amount of Shipping Claims
asserted by the Shippers.

"Indeed, even if the Shippers did not have valid liens under
applicable state law, their possession of the Debtors' printed
directories would severely harm the Debtors' relationships with
the advertising customers," Mr. Conlan says.

For these reasons, the Debtors believe that it is necessary and
essential to their reorganization efforts and to the preservation
of the value of their estates that they be permitted to pay the
Shipping Claims in the ordinary course of business.

Accordingly, the Debtors seek authority from the U.S. Bankruptcy
Court for the District of Delaware to pay certain prepetition
claims of Shippers in amounts the Debtors determine necessary or
appropriate to (i) obtain releases of critical or valuable goods
that may be subject to liens, (ii) maintain a reliable, efficient
and smooth distribution system, and (iii) induce the Shippers to
continue to transport goods and make timely deliveries.

The Debtors propose to pay the Shippers' claims in an amount not
exceeding $1,000,000.

                         Lien Claimants

In addition to the Shippers, the Debtors also routinely transact
business with third parties who, under applicable state law,
potentially have the ability to assert liens against property of
the Debtors if the Debtors fail to timely pay for the goods
provided or services rendered by the Lien Claimants prior to the
Petition Date.

The Lien Claimants are contractors who provide equipment and
perform services for the Debtors, primarily involving tenant
improvement and space optimization projects relating to build-
outs of certain of the Debtors' leased facilities.

Although the Debtors customarily make timely payments to all
potential Lien Claimants, as of the Petition Date, some of Lien
Claimants may not have been paid in full for certain prepetition
goods, equipment or services provided to the Debtors, which may
result in the Lien Claimants having the ability to assert, and
perfect, Statutory Liens against the Debtor's properties,
notwithstanding the automatic stay under Section 362.

Pursuant to Section 362(b)(3), the act of perfecting Statutory
Liens, to the extent consistent with Section 546(b) is expressly
excluded from the automatic stay.  Under Section 546(b), a
debtor's lien avoidance powers "are subject to any generally
applicable law that . . . permits perfection of an interest in
property to be effective against an entity that acquires rights
in such property before the date of perfection."

Mr. Conlan tells the Court that certain Lien Claimants may refuse
to perform their ongoing obligations to the Debtors unless their
claims are paid in full and could delay the Debtors receiving
tenant improvement allowances that could be awarded by certain
landlords.

The Debtors lease approximately 98 facilities located in 28
states throughout the country.  At any given time, certain Lien
Claimants may be providing services at one or more of the
facilities, and may therefore have the right to perfect Statutory
Liens related to the leased property, Mr. Conlan explains.  In
cases like this, the existence and perfection of the Statutory
Liens on the leased property could potentially cause the Debtors
to violate the terms of the lease, thereby potentially giving the
landlord a postpetition claim against the applicable Debtor or
causing the landlord to ask the Court to lift the automatic stay
to permit the landlord to exercise remedies.

To avoid undue delay, the Debtors seek authority to pay and
discharge, on a case-by-case basis and in their discretion, the
claims of all Lien Claimants that have given or could give rise
to a Statutory Lien against the Debtors' property, or properties
leased by the Debtors, regardless of whether the Lien Claimants
have already perfected their interests in a total amount not
exceeding $1,000,000.  However, with respect to each Lien
Claimant Claim, the Debtors will not be authorized to pay a Lien
Claimant Claim unless the Lien Claimant has perfected or, in the
Debtors' judgment, is capable of perfecting in the future, one or
more Statutory Liens in respect of the Lien Claimant Claim.  Nor
will any payment be deemed to be a waiver of any rights regarding
the extent, validity, perfection or possible avoidance of such
Statutory Liens.

Because the Debtors will only pay Lien Claimants that have
perfected Statutory Liens or are capable of perfecting Statutory
Liens against the Debtors' property, the payment will not affect
the amount of any distribution to such creditors, but only the
timing, Mr. Conlan submits

The Debtors also seek authorization for the applicable banks
asked to process, honor and pay any and all checks on account of
claims with respect to Shippers and Lien Claimants to rely on the
representations of the Debtors as to which checks are issued and
authorized to be paid in accordance with this Motion without any
duty of further inquiry and without liability for following the
Debtors' instructions.

                         *     *     *

The Court approved the Debtors' request.

                       About R.H. Donnelley

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

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

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

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

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


RH DONNELLEY: Court Permits Payment of Insurance Obligations
------------------------------------------------------------
In connection with their business operations, R.H. Donnelley Corp.
and its debtor-affiliates maintain multiple insurance policies
providing coverage for, among others, property, directors and
officers, general liability, automobile liability, crime
insurance, fiduciary liability, umbrella or excess liability,
employment practices liability, and errors and omissions
liability.  For the policy period of 2008 to 2009, the total
annual premiums under the Insurance Policies were $8,054,314.

A schedule of the Insurance Policies is available for free at:
http://bankrupt.com/misc/rhdinsurance.pdf

The Debtors do not have premium financing arrangements in place
with respect to any of the Insurance Policies.  The Debtors are
required to pay the premiums in advance based on the rates
established and billed by each Insurance Carrier.  The Debtors
believe that all Insurance Premiums have been paid in full prior
to the Petition Date.

Pursuant to the Debtors' general liability, workers' compensation
liability, and automobile liability policies with Zurich American
Insurance Company for the policy period 2007-2008, the Debtors
were being assessed an additional premium payment of $67,000.
The Debtors are currently disputing the accuracy of the
adjustment but will likely owe a portion of the amount in
additional premium payments.

To prevent any disruption of the Debtors' insurance coverage and
any attendant harm to the Debtors' business that that disruption
would cause, the Debtors sought and obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to honor the
terms of their Insurance Policies.  The Debtors also sought and
obtained the Court's permission to make any prepetition premium
payments as necessary and perform any other prepetition
obligations that may be necessary to maintain the Insurance
Policies in effect.

The Debtors also sought and obtained the Court's permission to pay
the 2008 Adjustment Amount and pay any adjusted premium amounts
that may come due under the Zurich Policies.

                       About R.H. Donnelley

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

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

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

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

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


RILEY ELLIOTTE LAMSON: Case Summary & 16 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Riley Elliotte Lamson
        8202 SE Cumberland Circle
        Hobe Sound, FL 33455

Bankruptcy Case No.: 09-21383

Chapter 11 Petition Date: June 8, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: John B. Culverhouse, Sr., Esq.
                  320 S Indian River Dr # 100
                  Ft Pierce, FL 34950
                  Tel: (772) 465-7572
                  Email: bradculverhouselaw@gmail.com

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

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

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

         http://bankrupt.com/misc/flsb09-21383.pdf

The petition was signed by Rahat Khan, president of the Company.


RITE AID: Moody's Assigns 'B3' Rating on $400 Mil. Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Rite Aid
Corporation's proposed $400 million senior secured first lien
notes due 2016.  All other ratings including the company's Caa2
Corporate Family Rating, Caa2 Probability of Default Rating, and
SGL-4 Speculative Grade Liquidity rating were affirmed.  The
rating outlook remains negative.

The proceeds from the proposed $400 million senior secured notes
will be used to repay and reduce the amount of commitments under
its $1.75 billion asset based revolving credit facility.

The Caa2 Corporate Family Rating reflects Rite Aid's highly
leveraged capital structure -- debt/EBITDA is currently about 10
times -- which Moody's believe is unsustainable over the medium
term at the company's current level of operating performance.  The
ratings also acknowledge that Rite Aid only generates a small
amount of free cash flow which will make it challenging for the
company to reduce its significant debt burden.

The negative outlook considers Rite Aid's weak operating results
along with the uncertainty regarding its ability to successfully
refinance its upcoming debt maturities as planned.  The company is
in process of a comprehensive refinancing plan to address the
September 2010 maturity of its $1.75 billion asset based revolver.
Rite Aid successfully completed the first step of this plan by
obtaining a $525 million senior secured term loan and the
necessary amendments to its credit facilities to allow the
refinancing plan.  It is currently in process of step two; raising
$400 million of senior secured first lien notes and a $1 billion
asset based revolving credit facility.

Rating assigned:

  -- $400 million senior secured first lien notes due 2016 at B3
     (LGD 2, 28%)

Ratings affirmed

  -- Corporate Family Rating at Caa2
  -- Probability of Default Rating at Caa2
  -- First-lien bank facilities at B3 (LGD 2, 28%)
  -- Second-lien secured notes at Caa2 (LGD 4, 59%)
  -- Guaranteed senior notes to Caa3 (LGD 5, 80%)
  -- Senior notes and debentures to Ca (LGD 6, 95%)
  -- Speculative Grade Liquidity rating at SGL-4

The last rating action on Rite Aid was on May 29, 2009 when a B3
was assigned to the new $525 million senior secured term loan and
the company's Corporate Family Rating was affirmed at Caa2.

Rite Aid Corporation is the third largest domestic drug store
chain with about 4,900 stores in 31 states and the District of
Columbia.  Annual revenues are about $26 billion.


RONSON CORPORATION: Wells Fargo Extends Moratorium thru July 3
--------------------------------------------------------------
Ronson Corporation disclosed in a filing with the Securities and
Exchange Commission that its primary lender, Wells Fargo Bank,
National Association, has further extended the moratorium during
which the Bank will not assert rights relating to existing events
of default, through July 3, 2009, or the earlier date permitted
under the Company's agreement with the bank.

During the extended moratorium, Wells Fargo will continue to
provide advances under the Company's revolving credit line, in
amounts up to $2,500,000, in addition to an over-advance facility
which was increased from $500,000 to $750,000.

Wells Fargo has also agreed with the Company to extend the
moratorium to August 5, 2009, and to increase its overadvance
facility to $1,000,000, if one of two conditions is satisfied.
The moratorium will be extended and the overadvance facility
increased, if the purchaser's financing contingency under the
Company's agreement to divest its aviation division is satisfied
prior to July 3, 2009.  Similarly, the moratorium will be
extended, and the overadvance facility increased, if, prior to
July 3, 2009, the Company has procured a firm letter of intent for
the divestiture of its consumer products division under terms that
would permit it to discharge its indebtedness to Wells Fargo.
Although the Company is actively seeking to consummate the sale of
its aviation division and to identify opportunities to maximize
the value of its consumer products division, there can be no
assurance that the conditions to extend the moratorium further
will be met.

A full-text copy of the Fourth Amendment to the Ronson-Wells Fargo
Forbearance Agreement is available for free at:

                http://ResearchArchives.com/t/s?3db7

Based in Somerset, New Jersey, Ronson Corporation's operations --
http://www.ronsoncorp.com-- include its wholly owned
subsidiaries: 1) Ronson Consumer Products Corporation in
Woodbridge, N.J., and Ronson Corporation of Canada Ltd., both
manufacturers and marketers of Ronson consumer products; and 2)
Ronson Aviation, Inc., a fixed-base operator at Trenton-Mercer
Airport, Trenton, New Jersey, providing fueling, services of
aircraft, avionics and hangar/office leasing.


SEMGROUP LP: Court Sets Disclosure Statement Hearing for June 25
----------------------------------------------------------------
SemCrude, L.P., its parent, SemGroup, L.P., and their debtor-
affiliates ask Judge Brendan Linehan Shannon of the U.S.
Bankruptcy Court for the District of Delaware to approve the
Disclosure Statement explaining their Chapter 11 Plan of
Reorganization as containing adequate information pursuant to
Section 1125 of the Bankruptcy Code.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in
Dallas, Texas, asserts that the Disclosure Statement contains all
or substantially all of the information typically considered by
bankruptcy courts, including:

* an overview of the Plan;

* the operation of the Debtors' businesses;

* the Debtors' indebtedness and information regarding pending
   claims and administrative expenses;

* key events leading to the commencement of the Debtors'
   Chapter 11 cases;

* significant events that occurred during the Chapter 11 cases;

* the proposed capital and debt structure of the reorganized
   Debtors;

* information regarding the future management of the Debtors;

* information regarding pending and potential litigation
   involving the Debtors;

* financial projections and valuation analysis;

* a liquidation analysis;

* information regarding securities issued under the Plan;

* risk factors affecting the Debtors;

* requirements for confirmation of the Plan;

* tax consequences of the Plan;

* the litigation trust to provide compensation to certain
   creditors; and

* voting procedures.

Objections to the Disclosure Statement, the Debtors propose, must
be filed no later than 4:00 p.m. on June 18, 2009, and must be in
writing; state the name and address of the objecting party and
the nature of the claim or interest of that party; state with
particularity the basis and nature of any objection and include,
where appropriate, the proposed language to be inserted in the
Disclosure Statement to resolve the objection; and be filed,
together with a proof of service, with the Court and served on:

(a) counsel to the Debtors

     Weil Gotshal & Manges LLP
     Attn: Martin A. Sosland, Esq.
     200 Crescent Court, Suite 300
     Dallas, Texas

     Richards, Layton & Finger, P.A.
     Attn: John H. Knight, Esq.
     One Rodney Square
     920 N. King Street
     Wilmington, Delaware

(b) counsel to the Debtors' Prepetition secured lenders

     Kaye Scholer LLP
     Attn: Margot B. Schonholtz, Esq.
     425 Park Avenue, New York

     Potter Anderson & Corroon, LLP
     Attn: Laurie Selber Silverstein, Esq.
     Hercules Plaza, 6th Floor
     1313 North Market Street
     Wilmington, Delaware

(c) counsel to the Official Committee of Unsecured Creditors

     Quinn Emanuel Urquhart Oliver & Hedges, LLP
     Attn: Susheel Kirpalani, Esq.
     51 Madison Avenue, 22nd Floor
     New York

     Blank Rome LLP
     Attn: Bonnie Glantz Fatell, Esq.
     1201 Market Street, Suite 800
     Wilmington, Delaware

(d) counsel to the Official Producers' Committee

     Andrews Kurth LLP
     Attn: Hugh M. Ray, Esq.
     600 Travis, Suite 4200
     Houston, Texas

     Cole, Schotz, Meisel, Forma & Leonard P.A.
     Attn: Karen M. McKinley, Esq.
     500 Delaware Avenue, Suite 1410
     Wilmington, Delaware

(e) U.S. Trustee for Region 3

     Attn: William K. Harrington
     844 King Street, Suite 2207
     Wilmington, Delaware

The Court will consider approval of the Disclosure Statement on
June 25, 2009 at 11:30 a.m. (Eastern Time).

                     Solicitation Procedures

The Debtors also ask the Court to approve to begin soliciting
votes on their Chapter 11 Joint Plan of Reorganization in
accordance with a proposed solicitation schedule and protocol.

The Debtors ask the Court to set June 25, 2009, as the voting
record date for (i) purposes of determining which creditors are
entitled to vote on the Plan, and (ii) for determining which
creditors and equity interest holders in non-voting classes are
entitled to receive an appropriate notice of non-voting status.

The Debtors propose to mail solicitation packages no later than
August 15, 2009, to creditors entitled to vote on the Plan.  The
Voting Classes consist of holders of impaired claims, including
holders of producer secured claims, senior working capital lender
claims, secured revolver and term lender claims, White Cliffs
Credit Agreement claim, Senior notes claim, lender deficiency
claims, and general unsecured claims.  The Solicitation Package
will consist of (a) the Disclosure Statement Order; (b) the
confirmation hearing notice; (c) a CD containing the Disclosure
Statement, together with the Plan; and (d) the appropriate form of
ballot to accept or reject the Plan.

The Debtors seek to distribute a notice of confirmation hearing
and a notice of non-voting status to holders of unimpaired
classes, including holders of priority non-tax claims, secured
tax claims, other secured claims, and intercompany equity
interests.

         Confirmation Hearing & Plan Objection Deadline

The Debtors propose to set the hearing to consider confirmation of
the Plan on September 16, 2009, which may be adjourned or
continued from time to time by the Court without further notice.
They propose to provide all parties-in-interest that receive a
Solicitation Package with a notice of the confirmation hearing on
or before August 15.

Objections to confirmation of the Plan, or to proposed
modifications to the Plan, if any, must be filed so as to be
actually received no later than 4:00 p.m. (Eastern Time) on
September 2, 2009, in writing, stating the name and address of
the objecting party and the nature of the claim or interest of
the party, stating with particularity the basis and nature of any
objection, and sent to the Court and served on:

    * Weil Gotshal & Manges LLP
    * Richards, Layton & Finger, P.A.
    * Kaye Scholer LLP
    * Potter Anderson & Corroon, LLP
    * Quinn Emanuel Urquhart Oliver & Hedges, LLP
    * Blank Rome LLP
    * Andrews Kurth LLP
    * Cole, Schotz, Meisel, Forma & Leonard P.A., and
    * the U.S. Trustee for Region 3.

The Debtors, together with the Creditors' Committee, and agent to
the Debtors' secured lenders, propose to respond to any objections
no later than September 11, 2009.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Examiner's Seeks Discharge From Ch. 11 Probe Duties
----------------------------------------------------------------
Louis J. Freeh, Esq., the appointed examiner of the Chapter 11
cases of SemGroup L.P. and its debtor-affiliates, asks Judge
Brendan Linehan Shannon of the U.S. Bankruptcy Court the District
of Delaware for a discharge from his obligations as Examiner, and
for the Court to address certain procedural issues pertaining to
the termination of his examination of the Debtors.

The Examiner asserts that he has fulfilled his duties and
obligations as the Court-appointed Examiner, in accordance with
the terms of his appointment.  The Examiner filed with the Court
his report on March 24, 2009, culminating his duties under the
Examiner order.  The Examiner Report disclosed Mr. Freeh's
findings on the circumstances surrounding the Debtors' trading
strategy, insider transactions, and potential improper use of
funds, among others.

The Examiner further asks the Court to:

-- prohibit discovery that the Examiner expects will be
    propounded on him and his professionals;

-- provide for his exculpation and those of his professionals,
    in a manner consistent with the exculpation of professionals
    in a typical Chapter 11 reorganization plan; and

-- establish deadlines for the submissions, objections filing,
    and hearing on the final fee applications for his
    professionals.

Notwithstanding his request for discharge, the Examiner seeks that
he be allowed, subject to limitations imposed by confidentiality
agreements, and without obligation to provide any information that
is subject to privilege or protection, to:

(a) continue to cooperate with certain parties, including
     governmental agencies, the U.S. Trustee for Region 3, and
     representatives of the Debtors' estates;

(b) cause interim and final fee applications for the Examiners'
     professionals to be filed and prosecuted; and

(c) dispose of documents pertaining to the examination.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: AP Services Bills $5.9MM for January-March 2009 Work
-----------------------------------------------------------------
Professionals employed and retained in SemGroup L.P. and its
debtor-affiliates' Chapter 11 cases filed applications for
allowance of fees and reimbursement of expenses, pursuant to
Section 331 of the Bankruptcy Code:

Firm               Period              Fees       Expenses
----               ------              ----       --------
Weil, Gotshal      01/01/09 -
& Manges LLP       01/31/09        $2,477,608      $61,973

Blackstone
Advisory           04/01/09 -
Services L.P.      04/30/09           275,000       26,192

AP Services, LLC   01/01/09 -
                    03/31/09         5,940,084      330,939
Deloitte
Financial Advisory 03/03/09 -
Services LLP       04/30/09           822,854       70,246

PA Consulting      04/01/09 -
Group, Inc.        04/30/09           196,528       10,293

Warren H. Smith &  05/01/09 -
Associates, P.C.   05/31/09            36,638           18

Hunton &           04/01/09 -
Williams LLP       04/30/09            11,400         0.91

Jeffrey J.         04/16/09 -
Burns, C.P.A.      05/15/09            15,308           57

Professionals of AP Services, the Debtors' crisis manager, spent
13,844 hours during the three-month period from January 1 to
March 31, 2009, and professionals of Weil Gotshal expended 220
hours within the same period.

Blank Rome LLP, co-counsel to the Official Committee of Unsecured
Creditors seek allowance of $84,665 of fees earned, and $1,484 of
expenses incurred for the period from April 1 to 30, 2009.

These professionals relate that they did not receive timely
objection to fee applications for the indicated periods:

    Firm                                           Period
    ------                                         ------
  Warren H. Smith & Associates, P.C.         04/01/09-04/30/09
  Houlihan Lokey Howard & Zukin Capital      02/01/09-02/28/09
  Houlihan Lokey Howard & Zukin Capital      03/01/09-03/31/09
  Houlihan Lokey Howard & Zukin Capital      08/01/08-11/30/08
  Lain, Faulkner, & Co., P.C.                11/04/08-03/31/09
  Blank Rome, LLP                            04/01/09-04/30/09
  Cole, Schotz, Meisel, Forman & Leonard     02/01/09-02/28/09
  Cole, Schotz, Meisel, Forman & Leonard     03/01/09-03/31/09
  Cole, Schotz, Meisel, Forman & Leonard     11/04/08-03/31/09
  Bifferato, LLC                             07/22/08-11/30/08

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Lenders & Unsecured Creditors Group Support Plan
-------------------------------------------------------------
Two of the three largest creditor groups in Semgroup L.P.'s
Chapter 11 case -- the unsecured creditors and the lenders -- have
tentatively agreed to back Semgroup's plan of reorganization,
according to lawyers representing both groups.

The agreement in principle is a step toward ending Semgroup's
bankruptcy so it can leave court protection, attorneys for
SemGroup's lenders and unsecured creditor committee told Judge
Gropper during the June 2, 2009, hearing on the case, Bloomberg
News reported.  The deal has not yet been put into writing, the
news agency said.

SemGroup and its debtor-affiliates filed a Joint Plan of
Reorganization on May 15, 2009, that would pay creditors with cash
and stock in the reorganized company.  The Plan, which is valued
at $2.27 billion, proposes to let unsecured creditors recover 0.0%
to 3.83% of their claims, which Semgroup estimates at $537
million.

Specifically, under the Plan, if a Class of General Unsecured
Claims votes to accept the Plan, then each holder of an Allowed
General Unsecured Claim in that Class will receive an estimated
recovery of up to 3.71%.  If the Class votes to reject the Plan,
each holder of an Allowed General Unsecured Claim will receive an
estimated recovery of 0.09%.  The payment will consist of a Pro
Rata Share of (i) New Common Stock, subject to dilution from the
Warrants and the Management Stock, (ii) Warrants, subject to
dilution from the Management Stock, and (iii) Litigation Trust
Interests.

Semgroup's lenders, who are owed about $2.5 billion, agreed to
increase the amount that unsecured creditors would recover,
SemGroup's attorney Martin Sosland, Esq., at Weil, Gotshal &
Manges LLP told Judge Shannon, Bloomberg said.  The extra money to
pay the unsecured creditors would come from the lenders' share,
Mr. Sosland said.

"Now that at least three legs of this chair are together, we
would like to get the fourth leg in place," the Semgroup Official
Committee of Unsecured Creditors' counsel, Susheel Kirpalani,
Esq., at Quinn Emmanuel Urquhart Oliver & Hedges, LLP, told
Bloomberg.

A group composed of crude oil suppliers, which compose Semgroup's
third largest group of creditors, did not participate in the
agreement to back Semgroup's reorganization plan.

Peter S. Goodman, Esq., at Andrews Kurth LLP, who represents the
Official Producers' Committee appointed in Semgroup's case told
Bloomberg that they weren't included in the talks that led to the
agreement between the unsecured creditors and the lenders.  "There
have been no discussions, none," Mr. Goodman said.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SPECTRUM BRANDS: Exclusive Solicitation Period Extended to Oct. 2
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas, after
due deliberation and after finding sufficient cause, extended
Spectrum Brands Inc. and its debtor-affiliates' exclusive
solicitation period to and including October 2, 2009.

As reported by the Troubled Company Reporter on May 6, 2009,
according to D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, the Debtors sought to extend their
Exclusive Periods to ensure that, notwithstanding any intervening
events, they have the intended benefits of exclusivity for a
reasonable period of time.  Mr. Baker averred that the sheer size
and complexity of the Debtors' businesses and Chapter 11 cases
constitute cause to extend the Exclusive Periods.

Although the Debtors are confident that their pending plan will be
confirmed within the initial Exclusive Solicitation Period, they
recognize that there are no guarantees, Mr. Baker told the
Court.  If future events necessitate the filing of a new or
amended plan, the Debtors should not risk either litigation over
the status of their exclusive rights or loss of their exclusive
rights, he added.  Furthermore, Mr. Baker assured the Court that
the extension of the Exclusive Periods will not prejudice the
legitimate interests of any creditor or other party-in-interest.
To the contrary, the extension will advance the Debtors' efforts
to preserve value and avoid unnecessary and wasteful motion
practice, he emphasized.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Court Extends Lease Decision Period to Sept. 1
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
extended the period within which Spectrum Brands Inc. and its
debtor-affiliates must decide whether to assume, assume and
assign, or reject their Unexpired Leases to and including the
earlier of September 1, 2009, or the effective date of the
Debtors' joint plan of reorganization.

As reported by the Troubled Company Reporter on May 6, 2009, the
Debtors are lessees under more than 40 unexpired leases of
nonresidential real, the vast majority of which are leases used by
the Debtors for their manufacturing operations, packaging and
distribution centers, warehousing, and sales and administrative
offices.  The facilities and premises leased under the Unexpired
Leases form the platform of the Debtors' ongoing business
operations and are, thus, key assets of the Debtors' estates.

The Debtors filed a plan of reorganization on the Petition Date
and a hearing on confirmation of that plan is scheduled to
commence on June 15, 2009.  The Debtors' plan proposes to assume
all of their unexpired nonresidential real property leases not
previously rejected.  The Debtors, with the assistance of their
advisors, have identified the Unexpired Leases that will be
critical to their reorganization in the context of their current
plan.  While the Debtors expect their plan to be confirmed, it
would not be in the best interests of the Debtors stakeholders to
make binding assumption and rejection decisions prior to achieving
confirmation of their plan.  Therefore, the Debtors needed an
extension of the Section 365(d)(4) deadline to avoid being
compelled, prematurely, to assume substantial, long-term
liabilities under the Unexpired Leases or forfeit benefits
associated with some Unexpired Leases to the detriment of the
Debtors' ability to operate and preserve the going-concern value
of their business for the benefit of all creditors and other
parties-in-interest.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Court Defers Setting of Claims Bar Date
--------------------------------------------------------
At the request of Spectrum Jungle Labs Corporation, Spectrum
Brands, Inc., and their debtor-affiliates, Judge Ronald B. King of
the U.S. Bankruptcy Court for the Western District of Texas
deferred the setting of a bar date by which proofs of claim may be
filed pending the Court's consideration of the Debtors' Plan of
Reorganization.  The Court also permitted the Debtors to waive the
setting of a General Bar Date if the Plan is confirmed.

As reported by the Troubled Company Reporter on May 6, 2009, D.J.
Baker, at Skadden, Arps, Slate, Meagher & Flom LLP, in New York,
related that the Debtors have made significant progress during
their Chapter 11 cases.  The Court has approved the Disclosure
Statement and the process of soliciting votes on, and providing
notice of, the Plan has commenced.  The hearing to consider
confirmation of the Plan is scheduled to commence on June 15,
2009.  Mr. Baker asserted that deferment of the setting of a bar
date in the Debtors' bankruptcy cases is warranted given the terms
of the Plan, which proposes a restructuring of the noteholder
claims that has the support of holders of approximately 70% of the
notes, and that leaves unimpaired the remaining classes of
creditors that are entitled to payment.   Noteholder claims are
deemed allowed by the Plan, so no proof of claim process is
required as to those claims, Mr. Baker averred.  Furthermore, Mr.
Baker noted that under the Plan, the Debtors intend to treat most
other claims in the same manner they would outside of bankruptcy -
- if they are valid, they will be paid on agreed terms, and if not
valid, they will be disputed and potentially settled or litigated.
As to the interests and claims of stockholders, the Plan provides
for no distributions to the stockholders in accordance with the
Bankruptcy Code's subordination provisions and the absolute
priority rule.  Consequently, not only is the need for filing
proofs of claim prevented for all claims and interests, but a
bankruptcy claims and objection process will cause unnecessary
delay and expense to the Debtors' estates for no useful purpose,
Mr. Baker asserted.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Equity Panel Wants Lazard Reports Excluded
-----------------------------------------------------------
The Official Committee of Equity Security Holders in Spectrum
Brands Inc. and its debtor-affiliates' Chapter 11 cases asks the
U.S. Bankruptcy Court for the Western District of Texas, pursuant
to Rule 403 of the Federal Rules of Evidence, to exclude the
expert report of Lazard Freres & Co. LLC and to exclude the expert
testimony of Barry W. Ridings of Lazard from being admitted as
evidence during the hearing for the confirmation of the Debtors'
Joint Plan of Reorganization.

Harbinger Capital Partners designated Barry W. Ridings as
testifying expert witness on May 18, 2009.  The Debtors have
designated Joshua Scherer, a Managing Director of Perella
Weinberg Partners LP as a testifying expert witness on May 4.

According to the Equity Committee's counsel, William Hao, Esq.,
at Alston & Bird LLP, in New York, the Federal Rules of Evidence
allow the exclusion of evidence that would be needlessly
cumulative or the consideration of which would be a waste of
time.  Mr. Hao asserts that the Harbinger Report and the Debtors'
Report are needlessly cumulative because they present the same
valuation of Spectrum, thus the consideration of both would be a
waste of time and a needless presentation of cumulative evidence.

Similarly, Mr. Hao contends that the testimonies of both Messrs.
Scherer and Ridings are needlessly cumulative because they
delivered the needlessly cumulative Harbinger Report and Debtors'
Report, thus hearing both their testimonies would also be a waste
of time and needlessly cumulative.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SROKA HOSPITALITY: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sroka Hospitality, Inc.
        648 67th Street Circle East
        Bradenton, FL 34208

Bankruptcy Case No.: 09-12034

Chapter 11 Petition Date: June 8, 2009

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

Judge: K. Rodney May

Debtor's Counsel: Bernard J. Morse, Esq.
                  Morse & Gomez PA
                  11268 Winthrop Main Street, Suite 102
                  Riverview, FL 33578
                  Tel: (813) 341-8400
                  Fax: (813) 463-1807
                  Email: chipmorse@morsegomez.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 8 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/flmb09-12034.pdf

The petition was signed by Grazyua Grad-Sroka, president of the
Company.


STAR TRIBUNE: Hearing on Pension Plan Postponed for Second Time
---------------------------------------------------------------
The Minneapolis Star Tribune and the drivers' union has put off,
for a second time, the hearing to terminate what the newspaper
called a "critically underfunded" multi-employer pension plan,
Bloomberg's Bill Rochelle reports.

The new hearing date for the pension fund is June 22.

The Associated Press reports that Bob Moore, business agent for
Teamsters Local 638, says the newspaper asked for more information
about the drivers' pension.

As reported in the Troubled Company Reporter on June 3, 2009, the
Teamsters union has threatened to strike if Star Tribune
Holdings Corp. is permitted to reject its collective bargaining
agreement with unionized drivers.

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the U.S. state of Minnesota and published seven days each week
in an edition for the Minneapolis-Saint Paul metropolitan area.
The Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., James
I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk & Wardwell,
represent the Debtors in their restructuring efforts.  Blackstone
Advisory Services L.P. is the Debtors' financial advisor.  Diana
G. Adams, the U.S. Trustee for Region 2, selected seven members to
the official committee of unsecured creditors in the Debtors'
Chapter 11 cases.  Scott Cargill, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC, represents the Committee as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets and debts between
$100 million and $500 million each.

                             *   *   *

The Court has extended the Debtors' exclusive periods to file a
plan of reorganization until August 13, 2009.


SUREFIL LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Surefil, LLC
        4560 Danvers Drive, S.E.
        Grand Rapids, MI 49512

Bankruptcy Case No.: 09-06914

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
   Surefil Properties, LLC                         09-06916

Chapter 11 Petition Date: June 8, 2009

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Harold E. Nelson, Esq.
                  Nantz, Litowich, Smith & Girard
                  2025 East Beltline, SE, Suite 600
                  Grand Rapids, MI 49546
                  Tel: (616) 977-0077
                  Fax: (616) 977-0529
                  Email: bkhen@nlsg.com

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

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

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

      http://bankrupt.com/misc/miwb09-06914.pdf

The petition was signed by W B Hunt Corporation, manager of the
Company.


THERAPEDIC SLEEP: Blames Suit Against Jerry Gershaw for Collapse
----------------------------------------------------------------
Therapedic Sleep Products, Inc. CEO Stuart Carlitz has blamed the
financial burden of prolonged litigation against former partner,
Jerry Gershaw, for the Company's bankruptcy, David Perry at
Furniture Today reports.

Mr. Carlitz, Furniture Today relates, said that the cost of the
litigation, along with the industry downturn, forced him to make a
Chapter 11 filing for Therapedic Sleep.  According to the report,
Mr. Carlitz said that the legal fight with Mr. Gershaw, which is
ongoing, has cost him more than $4 million in legal fees.  "All of
this litigation is against Therapedic and Therapedic is paying the
legal fees," the report quoted Mr. Carlitz as saying.

Therapedic Sleep Products is a Therapedic licensee based in North
Brunswick, New Jersey.  The Company filed for Chapter 11
bankruptcy protection on June 3, 2009 (Bankr. D. N.J. Case No. 09-
24351).  Adam D. Wolper, Esq., Sam Della Fera, Esq., and Thomas
Michael Walsh, Esq., at Trenk, DiPasquale, Webster, Della Fera &
Sodono P.C. assist the Company in its restructuring efforts.  The
Company listed $1,000,001 to $10,000,000 in assets and $1,000,001
to $10,000,000 in debts.


TLC VISION: Lenders Extend Limited Waiver for Term Loan to June 30
------------------------------------------------------------------
TLC Vision Corporation secured from its lenders an extension of
the limited waiver with respect to its credit facility through
June 30, 2009.

The Credit Agreement, dated June 21, 2007, as amended on
February 28, 2008, and March 31, 2009, provides for an $85 million
term loan and a $25 million revolving credit line.  As of May 31,
2009, the amount outstanding under the credit facility was
approximately $100.1 million.  No additional amounts may be
borrowed under the credit facility.

The extension agreement is included in a Limited Waiver, Consent
and Amendment No. 3 to the Credit Agreement, dated as of June 5,
2009, which (i) provides a limited waiver through June 30, 2009,
of defaults identified to the lenders, (ii) amends certain terms
of the Credit Agreement, (iv) consents to the dissolution of
several inactive subsidiaries, (v) provides for the payment by the
company of certain fees and expenses incurred by the lenders, (vi)
requires a payment to the lenders on the day after the waiver
period of $1,434,000, and (vii) releases any claims the company
may have had against the lenders.

Jim Tiffany, president and chief operating officer of TLC Vision,
commented, "We have now reached agreement for an extension of the
previously announced limited waiver to June 30, 2009.  We will
continue to work constructively with our lender group in order to
reach a more flexible structure for our capital needs."

                       About TLC Vision

Based in St. Louis, Missouri, TLC Vision Corporation (NASDAQ:TLCV;
TSX:TLC) -- http://www.tlcv.com/and http://www.tlcvision.com/--
is North America's premier eye care services company, providing
eye doctors with the tools and technologies needed to deliver
high-quality patient care.  TLCVision maintains leading positions
in Refractive, Cataract and Eye Care markets.

At March 31, 2009, the Company's balance sheet showed total assets
of $149.9 million and total liabilities of $170.2 million,
resulting in a stockholders' deficit of $20.3 million.


TRICOM SA: Two Banks Object to Approval of Disclosure Statement
---------------------------------------------------------------
Two banks have filed objections to the approval of Tricom SA's
disclosure statement with respect to its first amended plan,
saying that the disclosure statement fails to satisfy the
"adequate information" requirement of Section 1125 of the
Bankruptcy Code.

On April 17, 2009, the Debtors filed their amended plan, dated
April 16, 2009.  On May 8, 2009, the Debtors filed the amended
disclosure statement, dated May 8, 2009.

Banco Multiple Leon, S.A., with asserted claims of not less than
$166,019,348, says that the amended plan and disclosure statement
do not accurately set forth all of the terms and conditions of the
Banco Leon Settlement being discussed between the parties.  Banco
Leon says that the settlement is a substantial component of the
amended plan and, in their current forms, the amended disclosure
statement should not be approved.

On the other hand, Richard E. L. Fogerty and G. James Cleaver, the
Joint Official Liquidators and recognized Foreign Representatives
of Bancredit Cayman Limited (in Official Liquidation), the debtor
in a Chapter 15 case in the U.S. Bankruptcy Court for the Southern
District of New York, say that the Debtors' first amended plan
retains many fatal flaws of the original pre-packaged plan and
that the disclosure statement is inadequate in terms of describing
said flaws.  The Plan, Bancredit says, still favors the Debtors'
existing insiders GFN Parties, former chairman and CEO Manuel
Arturo Pellerano Pena, and other affiliated creditors.  Yet,
Bancredit adds, the disclosure statement fails to disclose
information on the relationships among these insiders.  Even more
importantly, Bancredit relates that Mr. Pellerano has filed
indemnification claims against each Debtor, which, if not
otherwise provided for, would present a seemingly insurmountable
impediment to the Plan's feasibility.

As reported in the Troubled Company Reporter on May 13, 2009,
Tricom S.A. and its primary operating subsidiaries, TCN
Dominicana, S.A., and Tricom USA, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of New York a First
Amended Disclosure Statement relating to its First Amended
Prepackaged Joint Chapter 11 Plan of Reorganization.  The Debtors
held extensive discussions and negotiations with, among others,
(i) an ad hoc committee consisting of certain holders of Unsecured
Financial Claims; (ii) certain affiliates of Tricom's largest
shareholders; and (iii) Banco Multiple Leon S.A., which
negotiations lead to significant amendments to the original plan.

A full-text copy of Tricom's Amended Disclosure Statement is
available at no charge at:

    http://bankrupt.com/misc/TricomAmendedDS.PDF

A full-text copy of Tricom's Amended Plan is available at no
charge at:

    http://bankrupt.com/misc/TricomAmendedPlan.PDF

                      About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The company also owns interests in undersea fiber-
optic cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.  Tricom USA
originates, transports and terminates international long-distance
traffic using switching stations and other telecommunications
equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on February 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of $327,600,000 and total debts of $764,600,000.


TWIN RIVER: To File for Bankruptcy If Talks With Lenders Fail
-------------------------------------------------------------
The Associated Press reports that Twin River said that it will
file for Chapter 11 bankruptcy protection at the end of June if it
fails to reach new terms from the state and its lenders.

Twin River said in a statement on Monday that it has tried for
more than a year to renegotiate a deal, without success.  Twin
River officials said the Company would file for bankruptcy if a
new plan to repay creditors isn't reached before the General
Assembly adjourns later this month.

Twin River spokesperson Patricia Doyle said in a statement, "Twin
River seeks to reassure its patrons that, even while in
bankruptcy, the casino will be fully able to pay all amounts won
by customers and that every effort will be made to ensure
customers' experience at Twin River will not be diminished."

According to The AP, Departments of Administration and Revenue
director Gary Sasse said that the state continues to work with
Twin River to reach an agreement.  Mr. Sasse said in a statement,
"However throughout our discussions with Twin River and their
lenders, we have always been clear that the State would not
support a bailout at the expense of Rhode Island taxpayers."

Twin River is a slot parlor that serves as a major source of
revenue for Rhode Island's government.  Lincoln greyhound track
and slot parlor Twin River is run by a subsidiary of BLB
Investors, a holding company composed of Kerzner International,
Starwood Capital Group, and Waterford Group LLC.


US ONCOLOGY: Upsizing of Offering Won't Move Moody's 'Ba3' Rating
-----------------------------------------------------------------
Moody's Investors Service stated that the upsizing of US Oncology,
Inc.'s offering of senior secured second lien notes does not
impact Moody's rating action of June 4, 2009.  Moody's understands
that the incremental debt will be used to retire the 9.0% senior
notes due 2012.

Moody's last rating action was on June 4, 2009, when a Ba3 rating
was assigned to the company's second lien secured note offering,
the company's existing senior notes were upgraded to Ba3, and the
B2 CFR was affirmed.

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 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.


VALUE CITY: Panel Seeks Rule 2004 Examination of Retail Ventures
----------------------------------------------------------------
The official committee of unsecured creditors of Value City
Holdings Inc. and its debtor subsidiaries wants to conduct an
examination on Retail Ventures Inc. pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure, to identify potential
assets for the benefit of the Debtors' estates and their
creditors.

The Committee says that certain information related to the
Debtors' prepetition financial affairs has already been provided
by the Debtors' counsel in informal discovery, but most
information concerning the financial affairs of the Debtors during
the period prior to June 23, 2008, is in the possession of RVI,
not the Debtors.

Before January 23, 2008, RVI was 100% owner of the Debtors, and
managed and controlled the Debtors' financial affairs.

The motion, which was filed Friday in the U.S. Bankruptcy Court
for the Southern District of New York, says Retail Ventures
received more than $2 million in transfers during the period from
April 8, 2008, through July 11, 2008, and that during the year
before the petition date RVI received from the Debtors more than
$250 million in transfers of account of "daily cash sweeps" of the
Debtors' bank accounts.

                          About Value City

Headquartered in Columbus, Ohio, Value City Holdings Inc. --
http://www.valuecity.com/-- operates a chain of department stores
in the United States.  The company and eight of its affiliates
filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14197).  John Longmire, Esq., and Lauren C.
Cohen, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors' in their restructuring efforts.  Epiq Bankruptcy
Solutions LLC is the claims, noticing and balloting agent for the
Debtors.  Glenn R. Rice, Esq., at Otterbourg Steindler Houston &
Rosen, PC, represents the official committee of unsecured
creditors as counsel.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
and $500 million each.

In November 2008, Judge James M. Peck of the U.S. Bankruptcy Court
for the Southern District of New York granted Value City Holdings
permission to conduct going-out-of-business sales to be managed by
liquidator and financial consultant Tiger Capital Group LLC.


VISTEON CORP: U.S. Trustee Appoints 7-Member Creditors Committee
----------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Roberta A.
DeAngelis, the acting U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors in
Visteon Corporation and its debtor-affiliates' Chapter 11 cases.

The Committee members are:

  (a) Pension Benefit Guaranty Corporation
      Attn: Adi Berger
      1200 K Street, N.W.,
      Washington, D.C. 20005-4026
      Tel: 202-326-4070
      Fax: 202-842-2643

  (b) Law Debenture Trust Company of New York
      Attn: James D. Heaney
      400 Madison Avenue, New York
      NY 10017
      Tel: 212-750-6474
      Fax: 212-750-1361

  (c) Freescale Semiconductor
      Attn: Randy Hyzak
      6501 William Cannon Drive West,
      Austin, TX 78735
      Tel: 512-895-7517
      Fax: 512-895-3982

  (d) Central States Southeast and
      Southwest Areas Pension Fund
      Attn: Timothy Reuter
      9377 W. Higgins Rd., 10th Floor
      Rosemont, IL 60018
      Tel: 847-518-9800
      Fax: 847-518-9797

  (e) K & S Wiring Systems, Inc.
      Attn: Robert Mitchell
      323 Mason Rd., Suite A, Lavergne
      TN 37086
      Tel: 615-287-2303
      Fax: 615-287-7850

  (f) Siemens Product Lifecycle Management Software, Inc.
      Attn: Thomas Eberle
      2000 Eastman Drive, Milford
      OH 45150
      Tel: 513-576-5952
      Fax: 513-576-5696

  (g) Nissan Trading Corp, USA.
      Attn: Mr Kenichi Takatsuki, 1974 Midway Lane
      Smyrna, TN 37167
      Tel: 615-220-7100
      Fax: 615-220-8878

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.

                  Section 341 Meeting on July 1

The U.S. Trustee also asked the Clerk of the Court to schedule a
meeting of the creditors of Visteon Corporation and its debtor-
affiliates at 2:00 p.m., on July 1, 2009, at J. Caleb Boggs
Federal Building, Room 2112, at 844 King Street, in Wilmington,
Delaware.

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

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

                       About Visteon Corp.

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

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

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


VISTEON CORP: Wants Schedules Filing Deadline Extended to Aug. 26
-----------------------------------------------------------------
Pursuant to Section 521 of the Bankruptcy Code and Rule 1007(c) of
the Federal Rules of Bankruptcy Procedure, a debtor ordinarily
would be required to file Schedules of Assets and Liabilities and
Statements of Financial Affairs within 15 days after the Petition
Date.  However, Rule 1007-1(b) of the Local Rules of Bankruptcy
Practice and Procedure of the U.S. Bankruptcy Court for the
District of Delaware provides that the deadline for filing the
Schedules and Statements is automatically extended for an
additional 15 days if the debtor has more than 200 creditors and
the petition is accompanied by a creditor list.

Because Visteon Corp. and its debtor-affiliates have more than
40,000 potential creditors and have delivered to their proposed
notice and claims agent a consolidated list of creditors on the
Petition Date, the Debtors have until 30 days from the Petition
Date to file the Schedules and Statements.

Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, proposed co-counsel for the Debtors, tells
the Court the Debtors have not completed compiling the information
required to complete their Schedules and Statements due to the:

  (a) nature of the Debtors' businesses;

  (b) limited staff available to perform the required internal
      review of their business affairs;

  (c) pressure incident to the commencement of the Debtors'
      Chapter 11 cases; and

  (d) fact that certain prepetition invoices have not been
      received or entered into the Debtors' financial accounting
      system.

Thus, the Debtors ask the Court to extend the deadline by which
they must file the Schedules and Statements to August 26, 2009,
without prejudice to their ability to seek additional time for
cause shown.

"Focusing the attention of key personnel on critical operational
and chapter 11 compliance issues during the early days of these
cases will facilitate the Debtors' transition into chapter 11
and, therefore, maximize the value of their estates for the
benefit of creditors and all parties in interest," Mr. Billion
says.  "Nevertheless, recognizing the importance of the Schedules
and Statements in the cases, the Debtors intend to complete the
Schedules and Statements as quickly as possible under the
circumstances."

                       About Visteon Corp.

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

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

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


VISTEON CORP: Wants to Hire Kirkland & Ellis as Counsel
-------------------------------------------------------
Visteon Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to employ
Kirkland & Ellis as their attorneys.

The Debtors have selected Kirkland & Ellis to represent them
because of the firm's recognized expertise and extensive
experience and knowledge in the field of debtors' protections,
creditors' rights, and business reorganizations under Chapter 11
of the Bankruptcy Code.

According to the Debtors, Kirkland & Ellis has advised them on
various legal matters since 2004, including negotiation and
administration of financing arrangements, compliance with
securities law, employee benefit and labor issues, and the
negotiation of commercial disputes.  Thus, the Debtors assert,
Kirkland & Ellis is intimately familiar with their financing and
business operations in general, as well as many of the legal
issues that may arise in the context of their Chapter 11 cases.

Moreover, the Debtors tell the Court that Kirkland & Ellis has
advised them with respect to all aspects of preparation for their
Chapter 11 cases, including analysis of their capital structure,
commercial agreements, employee obligations, and negotiation and
documentation related to efforts to secure a debtor in possession
financing facility as well as issues related to the Debtors' cash
collateral.

As counsel to the Debtors, Kirkland & Ellis will:

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

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

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

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

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

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

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

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

  (i) consult with the Debtors regarding tax, environmental,
      employment, pension, real estate and other matters;

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

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

The Debtors propose to pay for Kirkland & Ellis' services based
on the firm's customary hourly rates:

         Professional               Rate/Hour
         ------------               ---------
         Partners                   $550-$965
         Of Counsel                 $500-$965
         Associates                 $320-$660
         Paraprofessionals          $120-$280

James H.M. Sprayregen, Marc Kieselstein, and James J. Mazza are
the Kirkland & Ellis professionals presently expected to have
primary responsibility for providing services to the Debtors.  The
Debtors will also reimburse Kirkland & Ellis for reasonable
expenses, including postage, overnight mail, courier delivery,
transportation and overtime expenses.  The Debtors tell the Court
they have paid Kirkland & Ellis a total of $1,000,000 as classic
retainer as of May 27, 2009.

Marc Kieselstein, P.C., a partner of Kirkland & Ellis LLP, in
Chicago, Illinois, assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Visteon Corp.

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

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

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


VISTEON CORP: Ch. 11 Filing Triggers Default on Debt Obligation
---------------------------------------------------------------
Visteon Corporation's Chief Financial Officer William Quigley III
relates in a regulatory report with the U.S. Securities and
Exchange Commission that the filing of the Chapter 11 cases of
Visteon Corporation and certain of its affiliates created an event
of default under each of the Company's debt instruments, which
include:

  -- term loan facilities,
  -- an asset-based lending credit facility,
  -- 8.25% Notes due August 1, 2010,
  -- 7.00% Notes due March 10, 2014, and
  -- 12.25% Notes due December 31, 2016.

As previously reported, Visteon and its affiliates filed voluntary
petitions in the U.S. Bankruptcy Court for the District of
Delaware on May 28, 2009, seeking reorganization relief under the
provisions of Chapter 11 of the Bankruptcy Code.  The Debtors'
cases have been assigned to the Honorable Christopher S. Sontchi
and are being jointly administered.

The Debtors continue to operate their business as debtors-in-
possession under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code
and the orders of the Bankruptcy Court.

The Debtors' Term Loan Credit Facilities dated April 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 ABL Facility dated
August 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 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.  On the other hand, 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 Chapter 11 Cases, the outstanding principal
of all loans, accrued interest and other obligations of the
Company under the Term Loan Credit Facilities and the ABL Credit
Facility became immediately due and payable without any action on
the part of the administrative agent or the lenders.

Moreover, 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 due 2010 and the
7.00% Notes due 2014 may declare the entire principal amount of
those securities immediately due and payable upon written notice
to the Company as a result of the Chapter 11 filing..

Under the 12.25% Notes due 2016, the entire principal amount of
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 Chapter 11 filing.

Mr. Quigley notes that the ability of Visteon's creditors to seek
remedies to enforce their rights under the Credit Facilities is
stayed as a result of the filing of the bankruptcy cases, 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)


WCI COMMUNITIES: Files Reorganization Plan & Disclosure Statement
-----------------------------------------------------------------
WCI Communities, Inc., has filed a Plan of Reorganization and
related Disclosure Statement for the Company and approximately 130
of its wholly owned subsidiaries in the U.S. Bankruptcy Court for
the District of Delaware.

"The filing of our Plan is a major milestone in WCI's
restructuring events and our goal of emerging from Chapter 11 in
the third quarter of 2009," said David L. Fry, WCI Interim
President and Chief Executive Officer.  "Under the Plan, WCI will
emerge as a deleveraged lifestyle community developer and land
holding company with the flexibility to navigate its business
during these unprecedented times and beyond.  Consistent with the
decision made earlier in the year, the Company intends to continue
to suspend all Florida homebuilding new construction activities
indefinitely, pending market recovery.  However, the Company will
continue to complete homes under construction and will continue
the ongoing maintenance of our communities and amenities
operations."

Under the Plan, it is anticipated that the Company's senior
secured lenders will receive new first lien debt in the aggregate
amount of $450 million, which includes a $150 million payment-in-
kind (PIK) component and an initial 95% equity stake in the
reorganized company.  The remaining 5% would be shared by the
Company's unsecured creditors.  The unsecured creditors' share
would begin to increase when the new debt is fully retired and
would reach a maximum of 35% after the secured lenders have
received payments that are equivalent to the amount currently owed
to them (approximately $770 million).

Although the proposal has not been approved or recommended by
either the Steering Committee for the secured lenders or the
official Unsecured Creditors Committee in the case, it is
reflective of the positions taken in lengthy negotiations that
have occurred since early 2009.  In that regard, the Company
determined that the parties' positions were sufficiently close,
therefore it was appropriate to get a plan on file with the
bankruptcy court reflecting a fair and reasonable proposed
resolution of the open issues so discussions could continue
against a definitive timeline for exit.

"While we would have preferred to have a filed plan that was fully
consensual with our secured lenders and our official committee, we
felt it was in the best interest of all of our stakeholders to
commence the Plan approval process, which is likely to take about
three months," Mr. Fry said.

The court will consider the adequacy of the information contained
in the Disclosure Statement on July 17, 2009.  In closing, Mr. Fry
stated, "It is our intention that the Plan be largely agreed to at
that time."

                      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.


WHITEHALL JEWELERS: Hires Streambank LLC to Lead IP Sale
--------------------------------------------------------
Streambank, LLC, an intangible asset consulting firm servicing
healthy and distressed clients, has been retained to undertake the
marketing and sales efforts for the intellectual asset portfolio
of Whitehall Jewelers Holdings, Inc.

Whitehall filed voluntary Chapter 11 bankruptcy petitions in June
2008.  A court-ordered liquidation followed unsuccessful attempts
to sell the retail chain or obtain additional financing.

"Whitehall Jewelers provided engagement and wedding rings for tens
of thousands of happy couples, as well as jewelry for other
special occasions," said Gabe Fried, Managing Member and Founder
of Streambank.  "With such a legacy, we believe there is
substantial value in the company's name and other intangible
assets."

Whitehall was founded in 1895 under the name Marks Bros. Jewelers.
The national specialty retailer offered a selection of diamonds,
gold, precious and semi-precious jewelry and watches.  At the time
of the bankruptcy filing, Whitehall reported it operated 373
stores in regional and super-regional malls in 39 states under the
names Whitehall and Lundstrom.  All stores were leased, and ranged
from 540 square feet to 3,800 square feet.  The Company had
approximately 2,850 employees.

"Creating a new concept in jewelry is very difficult, which is why
we're optimistic about possible interest in Whitehall's
proprietary Whitestar cut of diamond," said Margaret Birlem,
Partner at Streambank.  "We look forward to working closely with
Whitehall and leveraging our expertise to help the company realize
the full value of its intangible assets."

Streambank has notable experience working with stakeholders in
distressed situations, and has been retained in several
liquidations of well-known retailers.  The company was selected by
KB Toys and Circuit City to assist in the marketing and sale of
the companies' IP assets, and in similar engagements by Goody's
Family Clothing, apparel retailer Mervyns, automotive supplier
Collins & Aikman, and music retailer Tower Records.

The marketing of Whitehall Jewelers' assets is underway.  An
auction date will be determined in the near future.

                        About Streambank

Needham, Massachusetts-based Streambank, LLC --
www.streambankllc.com -- is an intellectual property consulting
firm, specializing in the valuation, sales and marketing of
intangible assets.  Serving healthy and distressed businesses,
Streambank identifies, preserves, and extracts value for clients
through the application of experience, diligence and creativity.
The firm's experience spans a broad range of industries including
apparel, automotive, consumer products, food, manufacturing,
medical technologies, retail and textiles.  Through partnerships
with brand consultancies, turnaround-management firms, attorneys,
and finance professionals, Streambank provides sound advice on
value maximization strategies and liquidity options.

                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom.  The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations).  As of June 23, 2008, the Debtors
have about 2,852 workers.

The company and its affiliate, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Moses & Singer LLP and Bayard, P.A., represent the
Committee.


WL HOMES: Court Converts Chapter 11 Case to Chapter 7 Liquidation
-----------------------------------------------------------------
Court documents say that the Hon. Brendan Shannon of the U.S.
Bankruptcy Court for the District of Delaware has converted WL
Homes LLC's Chapter 11 reorganization case to Chapter 7
liquidation, at the behest of the official committee of unsecured
creditors.

Dawn McCarty at Bloomberg News relates that the Creditors
Committee sought the conversion because WL Homes closed its
operations and planned to liquidate assets rather than reorganize.

Headquartered in Irvine, California, WL Homes LLC, dba John Laing
Homes, sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors' in their restructuring efforts.  The U.S.
Trustee for Region 2 appointed creditors to serve on the Official
Committee of Unsecured Creditors of the Debtors' Chapter 11 cases.
Ashby & Geddes represens the Committee.  When the Debtors sought
protection from their creditors, they listed assets of more than
$1 billion, and debts between $500 million and $1 billion.


WORLDSPACE INC: Court Extends Plan Filing Period to July 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended WorldSpace, Inc.'s exclusive period to propose a plan
thtough July 31, 2009, and the Company's exclusive period to
solicit acceptances of that plan through September 29, 2009.  This
is the second extension the Debtor sought for its exclusive
periods.

Under its request, WorldSpace asserted that it will not be in
position to finalize a plan until the sale of its assets to Yenura
Pte. Ltd. is consummated pursuant to an Asset Purchase Agreement.

The Debtors anticipate to consummate the sale prior to the July 31
termination date as provided under the APA.

As reported in the Troubled Company Reporter on March 23, 2009,
the Bankruptcy Court approved the sale of substantially all of the
assets related to the satellite radio business of WorldSpace, Inc.
and its U.S. subsidiaries, WorldSpace Systems Corporation and
AfriSpace, Inc. to Yenura Pte. Ltd.  Yenura is purchasing the
assets pursuant to an asset purchase agreement for a total
purchase price of $28 million cash, the assumption of certain
liabilities, and the subordination and release of certain claims.
The parties expect the sale to close following the issuance of
necessary regulatory approvals.

Yenura is a company controlled by WorldSpace founder, chairman and
chief executive officer Noah A. Samara.

Based in the Washington, DC metropolitan area, WorldSpace, Inc.
(WRSPQ.PK) -- http://www.1worldspace.com/-- provides satellite-
based radio and data broadcasting services to paying subscribers
in 10 countries throughout Europe, India, the Middle East, and
Africa.  1worldspace(TM) satellites cover two-thirds of the earth
and enable the Company to offer a wide range of services for
enterprises and governments globally, including distance learning,
alert delivery, data delivery, and disaster readiness and response
systems.  1worldspace(TM) is a pioneer of satellite-based digital
radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on Oct. 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf represent the Committee as counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.


* Mike Matlat Joins DJM Realty
------------------------------
DJM Realty has hired Mike Matlat to handle special situations that
cover all aspects of real estate including retail, office,
industrial, hospitality, vacant land and multi-use properties.  He
specializes in the disposition of both leased and fee owned real
estate, the restructuring of leases, the negotiation of lease
terminations and concessions.

Throughout his 15 year career in real estate, Mr. Matlat has been
instrumental in business development, management and execution of
multi-million dollar real estate transactions.  These transactions
have included sales and restructurings of diverse properties.  Mr.
Matlat has been a member of The Turnaround Management Association
for more than a decade, and was a former President of the Long
Island Chapter.  Prior to joining DJM Realty, Mr. Matlat worked
for Keen Realty, later acquired by KPMG Corporate Finance.

DJM Realty -- http://www.djmrealty.com-- a Gordon Brothers Group
company, specializes in real estate dispositions, renegotiation of
occupancy costs, acquisitions, valuations and capital solutions.
DJM Realty has serviced the U.S.'s most recognizable brands in
healthy and distressed situations.  DJM Realty is a leader in
finding innovative ways to consolidate and reconfigure real estate
to achieve the highest possible value.  DJM Realty was founded in
1992 and is headquartered in New York with offices in Los Angeles,
Boston and Chicago.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 10-13, 2009
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     25th Annual Bankruptcy & Restructuring Conference
        The Ritz-Carlton Orlando Grande Lakes
           Orlando, Florida
              Contact: http://www.aria.org/

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-August 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

August 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

December 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

August 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

December 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

December 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.


                           *********

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 ***