TCR_Public/090611.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 11, 2009, Vol. 13, No. 160

                            Headlines

ADVANTA CORP: Bank Ends $1.4 Bil. Cash Tender Offer for Sr. Notes
AMERICAN AXLE: Fitch Keeps Junk Issuer Default Rating on WatchNeg.
AMERICAN AXLE & MANUFACTURING: Fitch Keeps Junk IDR on WatchNeg.
AMERICAN NATURAL: Increases Offering to 50MM Shares of Stock
AMERICAN REPROGRAPHICS: Moody's Holds 'Ba3' Corp. Family Rating

ARVINMERITOR: Fitch Keeps Junk Issuer Default Rating on WatchNeg.
ASARCO LLC: Objects to Harbinger Disclosure Statement
ASPEN STREET: Court Explains Ambiguous Chapter 11 Plan
ATHEROGENICS INC: Court Confirms Second Amended Plan
AVIZA TECHNOLOGY: Seeks Chapter 11 Relief to Pursue Sumitomo Sale

BANK OF AMERICA: Will Cover Former Countrywide Chief's Legal Fees
BERNARD L MADOFF: Customers Question Claims Valuation Method
BERNARD L MADOFF: Court OKs Consolidation of Bankruptcy Cases
BOB E. WARNER: Files for Chapter 11 Bankruptcy Protection
CBG FLORIDA: Fitch Cuts Preferred Stock Rating to 'C/RR6'

CDX GAS: Court Approves CDX Rio's Disclosure Statement
CELLU TISSUE: Change in Note Amount Won't Move Moody's 'B2' Rating
CHARTER COMMUNICATIONS: Seeks to Hire Marshall as IP Counsel
CHARTER COMMUNICATIONS: Court Approves Ernst & Young Employment
CHARTER COMMUNICATIONS: Court Okays KMPG Employment as Auditor

CHARTER COMMUNICATIONS: Creditors Panel Can Hire Ropes & Gray
CHEMTURA CORP: Chemtura Files Lawsuit Against Occidental Chemical
CHRYSLER LLC: Finalizes Sale to Fiat; New Chrysler Emerges
CHRSYLER LLC: Chrysler Group Discloses Organizational Structure
CHRYSLER LLC: Court Allows Rejection of 789 Dealership Agreements

CHRYSLER LLC: Fitch Withdraws Ratings
CHRYSLER LLC: Sale of Assets to Fiat Cues S&P to Withdraw Ratings
CITY CROSSING: Investor Sues Developer for Defrauding Creditors
CLEAR CHANNEL: March 31 Balance Sheet Upside-Down by $3.3 Bil.
CLEAR CHANNEL: Unit Pursues Alternative to Pay Intercompany Note

COACHMEN INDUSTRIES: Pays in Full $2.3MM Short-Term Demand Note
COLONIAL BANCGROUP: Fitch Junks Long-term Issuer Default Rating
COLONIAL BANK: Fitch Junks Subordinated Debt Rating
COLONIAL CAPITAL: Fitch Cuts Preferred Stock Rating to 'C/RR6'
CRESCENT RESOURCES: Files for Ch. 11 Protection to Ease Debt Load

CRICKET COMMS: Closes Sale of $1.1 Billion Senior Secured Notes
DANA HOLDING: Appoints James E. Sweetnam to Board of Directors
DELPHI CORP: Gets Initial OK to Tap $250MM in Financing From GM
DELPHI CORP: Directors & Officers Dispose of 545,326 Shares
DOLLAR THRIFTY: Amends Collateral Pact With Deutsche, et al.

EDDIE BAUER: May File for Bankruptcy Protection This Week
EDRA BLIXSETH: Fights Conversion of Ch11 Case to Ch7 Liquidation
ENERLUME ENERGY: CEO Assumes Acting Chief Financial Officer Role
ENVIRONMENTAL TECTONICS: Trades at OTCBB Under the Symbol ETCC
FLOYD THOMAS: Case Summary & 20 Largest Unsecured Creditors

FLYING J: Court Approves Settlement with International Alliance
FONTAINEBLEAU LAS VEGAS: Files for Bankruptcy to Restructure Debt
FONTAINEBLEAU LAS VEGAS: Case Summary & 20 Largest Creditors
FORTUNE BRANDS: Moody's Assigns 'Ba1' Rating on Senior Tranches
FREMONT GENERAL: To Pay $10MM to Settle Unfair Loan Practices Suit

GENERAL MOTORS: Analysis Says No Money Will Go to Unsec. Creditors
GENERAL MOTORS: F&D Seeks Appointment of Bondholders' Committee
GENERAL MOTORS: Court Won't Expedite Asbestos Panel Hearing
GENERAL MOTORS: Backs Financing for Acquisition of Delphi Assets
GENERAL MOTORS: Drops Plans to End Up to 20 Dealer Contracts

GENTA INCORPORATED: Completes Securities Purchase Agreement
GENTA INC: Inks Securities Purchase Agreement With Investors
GLORIA HARDEMON: Case Summary & 12 Largest Unsecured Creditors
HAWKER BEECHCRAFT: S&P Raises Corporate Credit Rating to 'CCC+'
KENNETH KNIE: Voluntary Chapter 11 Case Summary

KRISPY KREME: Net Income Down to $1.9MM in Quarter ended May 3
LEHMAN BROTHERS: Barclays Says Lehman's Claim Has No Basis
LEONARD O. WALLACE: Wants Elsaesser Jarzabek as Bankruptcy Counsel
LIFE SCIENCES: Board and Committee OK Amendments to Incentive Plan
MARK IV: Obtains Access to JPMorgan $90MM Facility on Final Basis

MARK IV: Court Approves Skdden Arps as Bankruptcy Counsel
MATTRESS HOLDING: Moody's Confirms 'Caa1' Corporate Family Rating
MERCURY COMPANIES: Wants Plan Filing Period Extended to August 7
METALDYNE CORP: U.S. Trustee Forms Five-Member Creditors' Panel
NANOGEN INC: Wants to Hire Ashby & Geddes as Bankruptcy Counsel

NCL CORP:  S&P Withdraws 'B' Corporate Credit Rating
NORTEL NETWORKS: Huron Consulting Bills $452,138 for April Work
OPUS WEST: May File for Chapter 11 Bankruptcy Protection
PHOENIX COYOTES: Relocation Fee May Block Jim Balsillie's Bid
PLIANT CORP: Wants Plan Filing Period Extended to October 9

PRESIDENTIAL CLUB: Files for Chapter 11 Bankruptcy Protection
QUEBECOR WORLD: RR Donnelley Revises Cash and Stock Offer
QUEBECOR WORLD: Posts Additional Documents on US & Canadian Plans
REDDY ICE: Board Names Angela Wallander as Exec. Vice President
RH DONNELLEY: Taps Sidney Austin and Young Conaway as Co-Counsel

RITE AID: Plans to Offer $400 Million in Senior Secured Notes
RITE AID: Fitch Affirms Issuer Default Rating at 'B-'
RIVIERA HOLDINGS: Plans to Transfer Common Stock Trading to OTCBB
SECURITY BENEFIT: S&P Puts 'BB' Rating on Negative CreditWatch
SEITEL INC: Reduces 4 Officers' Base Salary by 10%

SEMGROUP LP: Plains Marketing Seeks Judgment on Crude Purchases
SEMGROUP LP: Court Allows Creditors Panel to Prosecute Actions
SEMGROUP LP: Court Permits $1MM Cash Loan to White Cliffs
SMART-TEK SOLUTIONS: Appoints Brian Bonar to Board of Directors
SOUTHERN STATES: Consent Solicitation Won't Move S&P's 'B+' Rating

SPANSION INC: Samsung Wants Stay Lifted; June 23 Hearing Set
STH 6,8: U.S. Trustee Wants Case Dismissed or Converted to Ch. 7
SUNSTATE EQUIPMENT: Moody's Cuts Corp. Family Rating to 'Caa2'
TENNECO: Fitch Keeps 'B' Issuer Default Rating on Negative Watch
TERREMARK WORLDWIDE: Moody's Puts 'B2' Rating on $400 Mil. Notes

TERREMARK WORLDWIDE: S&P Assigns 'B-' Corporate Credit Rating
TRAVELPORT HOLDINGS: S&P Raises Corporate Credit Rating to 'B-'
TRW AUTOMOTIVE: Fitch Keeps Junk Sr. Notes Rating on WatchNeg.
TRW AUTOMOTIVE HOLDINGS: Fitch Keeps 'B' IDR on Negative Watch
UNUM GROUP: Moody's Affirms Senior Debt Ratings at 'Ba1'

VALENCE TECHNOLOGY: March 31 Balance Sheet Upside-Down by $67MM
VISTEON CORP: Court Limits Interim Customer Payments to $13MM
WILLIAMS PARTNERS: Fitch Downgrades Issuer Default Rating to 'BB'

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


                            *********


ADVANTA CORP: Bank Ends $1.4 Bil. Cash Tender Offer for Sr. Notes
-----------------------------------------------------------------
Advanta Corp. disclosed that Advanta Bank Corp. terminated its
cash tender offer of up to $1.4 billion of Advanta Business Card
Master Trust's Class A senior notes, which was made on May 11,
2009, because it has been determined that a regulatory condition
to the tender offer will not be satisfied.

The tender offer consideration will not be paid or become payable
to senior note asset-backed holders who validly tendered their
notes.  All tendered notes will be returned to the holders.  The
termination will have no impact on the company's ability to
proceed with its previously announced cash tender offer for $100
million of outstanding Advanta Capital Trust I 8.99% Capital
Securities.

As a result of the termination of the ABS Notes Tender Offer, the
company will not be able to complete all of the components of the
plan it announced, which was intended to limit its credit loss
exposure and maximize its capital and its liquidity measures.

Although the company does not expect to fully realize its
objectives of maximizing its capital and its liquidity measures,
it still expects to realize the limitation of its credit loss
exposure.  The company expects to achieve that goal as a result of
early amortization of its securitization trust, which is
anticipated to begin this month, and the closing of all customer
accounts to future use that was effective May 30, 2009.

In addition, the company expects Advanta Bank Corp. to enter into
an agreement with its regulators in the near term about its
operations.

                        About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- is one of the nation's
largest credit card providers, through Advanta Bank Corp., in the
small business market.  Advanta's focus on this market as well as
its size, experience, and service tailored to the needs of small
businesses differentiates the company from other credit card
companies.  Founded in 1951, Advanta has long been an innovator in
developing and introducing many of the marketing techniques that
are common in the financial services industry.

At March 31, 2009, the Company had $3.39 billion in total assets,
$2.97 billion in total liabilities and $427.7 million in
stockholders' equity.  The Company had $75.9 million in net loss
for the three months ended March 31, 2009, compared to net income
of $18.3 million for the same period in 2008.

                            *     *     *

As reported by the Troubled Company Reporter on May 14, 2009,
Standard & Poor's Ratings Services lowered its ratings on Advanta
Corp., including lowering the long-term counterparty credit rating
to 'CC' from 'CCC'.  At the same time, S&P lowered the
counterparty credit rating on Advanta's primary operating
subsidiary, Advanta Bank Corp., to 'CC' from 'B-'.  The rating on
the preferred stock of Advanta Capital Trust I remains at 'C'.
The outlook is negative.  The rating action, S&P said, follows
Advanta's announcement that its securitization trust, its primary
funding vehicle, will go into early amortization on June 10, 2009.
Also, the Company does not plan to fund any activity for the
accounts in the trust on its balance sheet; therefore, it will
shut these accounts down.

Earlier in May 2009, Moody's Investors Service downgraded the
long-term ratings of Advanta Corp. (senior unsecured rating to
Caa3 from Caa1).  The trust preferred securities rating of Advanta
Capital Trust I was lowered to C from Caa3.  The outlook for the
senior unsecured rating is negative; the outlook for the trust
preferred rating is stable.  The rating action reflects Moody's
view that Advanta's intrinsic credit quality has eroded as the
result of continued deterioration in asset quality, heightened
pressures on funding and liquidity, and the adverse effects of
these factors on the firm's core profitability.

Fitch Ratings also downgraded the long-term Issuer Default Rating
and outstanding debt ratings of Advanta Corp. and Advanta Bank
Corp. earlier in May 2009.  Advanta Corp.'s Long-term IDR was
lowered to 'CC' from 'BB-'; short-term IDR was lowered to 'C' from
'B'; and senior unsecured was lowered to 'CC/RR4' from
'BB-'.  Advanta Bank Corp.'s long-term IDR was lowered to 'CCC'
from 'BB-'; Short-term IDR was lowered to 'C' from 'B'; and Long-
term Deposits were lowered to 'B-' from 'BB'.  Advanta Capital
Trust I's Trust preferred stock was lowered to 'C/RR6' from 'B'.
Roughly $2.7 billion of debt, deposits and preferred securities
are affected by these actions.  The downgrade, Fitch said,
reflects significant deterioration in profitability and portfolio
credit quality and the heightened risk of breaching early
amortization triggers on off-balance sheet ABS transactions, which
could lead to a possible shut-down of the business.


AMERICAN AXLE: Fitch Keeps Junk Issuer Default Rating on WatchNeg.
------------------------------------------------------------------
Certain U.S. auto suppliers remain on Rating Watch Negative by
Fitch Ratings following the bankruptcy filings of General Motors
and Chrysler.  The suppliers were initially placed on Watch
Negative in December 2008 because of concerns about potential
bankruptcy filings by the automakers and the possible negative
impact that could be felt by the supplier base.  Fitch is keeping
the Issuer Default Ratings on Watch Negative for most of the auto
suppliers due to several key concerns, including the auto
suppliers' ability to adjust to lower vehicle sales volumes on a
longer term basis, uncertainty regarding post-bankruptcy volumes
at GM and Chrysler, the need for many auto suppliers to seek
covenant relief from lenders, and reduced access to credit at a
time when much of the supplier base is in need of liquidity.
Liquidity is Fitch's key concern, and Fitch has published an
updated report on the subject.  Although the GM and Chrysler
bankruptcy filings are progressing better than Fitch had
anticipated, risks to production and sales volumes through 2009
remain.  Among these are the risks of second- and third-tier
supplier disruptions and liquidations, consumer purchasing
behavior, parts and service issues, dealer financing and
restructuring of the dealer base, availability of retail financing
capacity, and production restart risks.

In the past several months the U.S. government has taken direct
and indirect actions to support the automakers and suppliers.
Specifically, suppliers have received liquidity support in the
form of the Auto Supplier Support Program and from payments to be
made or already made by GM and Chrysler as a result of debtor-in-
possession financing from the U.S. government.  Thus far, the
effort by the government to aid liquidity has been a benefit to
the suppliers, though not all suppliers have been able to
withstand the changes to the global automotive industry.
Illustrating the situation, Hayes-Lemmerz International Inc.,
Visteon Corp., and Metaldyne Corp. filed bankruptcy petitions in
May 2009.  On June 1, 2009 Lear Corporation missed a $38 million
interest payment and will talk with lenders about debt
restructuring during its 30-day grace period.

Ratings that remain on Watch Negative are:

American Axle & Manufacturing Holdings, Inc.

  -- IDR 'CCC'.

American Axle & Manufacturing, Inc.

  -- IDR 'CCC';
  -- Senior secured bank facility 'B-';
  -- Senior unsecured notes 'C'.

ArvinMeritor

  -- IDR 'CCC';
  -- Secured 'B';
  -- Senior unsecured 'CC'.

Johnson Controls

  -- Long-term IDR 'BBB';
  -- Senior unsecured credit facilities 'BBB';
  -- Senior unsecured long-term debt 'BBB';
  -- Short-term IDR 'F2';
  -- Commercial paper 'F2'.

York International Corp.

  -- Long-term IDR 'BBB';
  -- Senior unsecured long-term debt 'BBB'.

Tenneco

  -- IDR 'B-';
  -- Senior secured bank facility 'B+';
  -- Senior secured second lien notes 'CC';
  -- Senior unsecured notes to 'CC';
  -- Subordinated notes 'CC'.

TRW Automotive Holdings Corp.

  -- IDR 'B'.

TRW Automotive, Inc.

  -- IDR 'B';
  -- Secured bank facility 'BB-';
  -- Senior unsecured notes 'CCC'.


AMERICAN AXLE & MANUFACTURING: Fitch Keeps Junk IDR on WatchNeg.
----------------------------------------------------------------
Certain U.S. auto suppliers remain on Rating Watch Negative by
Fitch Ratings following the bankruptcy filings of General Motors
and Chrysler.  The suppliers were initially placed on Watch
Negative in December 2008 because of concerns about potential
bankruptcy filings by the automakers and the possible negative
impact that could be felt by the supplier base.  Fitch is keeping
the Issuer Default Ratings on Watch Negative for most of the auto
suppliers due to several key concerns, including the auto
suppliers' ability to adjust to lower vehicle sales volumes on a
longer term basis, uncertainty regarding post-bankruptcy volumes
at GM and Chrysler, the need for many auto suppliers to seek
covenant relief from lenders, and reduced access to credit at a
time when much of the supplier base is in need of liquidity.
Liquidity is Fitch's key concern, and Fitch has published an
updated report on the subject.  Although the GM and Chrysler
bankruptcy filings are progressing better than Fitch had
anticipated, risks to production and sales volumes through 2009
remain.  Among these are the risks of second- and third-tier
supplier disruptions and liquidations, consumer purchasing
behavior, parts and service issues, dealer financing and
restructuring of the dealer base, availability of retail financing
capacity, and production restart risks.

In the past several months the U.S. government has taken direct
and indirect actions to support the automakers and suppliers.
Specifically, suppliers have received liquidity support in the
form of the Auto Supplier Support Program and from payments to be
made or already made by GM and Chrysler as a result of debtor-in-
possession financing from the U.S. government.  Thus far, the
effort by the government to aid liquidity has been a benefit to
the suppliers, though not all suppliers have been able to
withstand the changes to the global automotive industry.
Illustrating the situation, Hayes-Lemmerz International Inc.,
Visteon Corp., and Metaldyne Corp. filed bankruptcy petitions in
May 2009.  On June 1, 2009 Lear Corporation missed a $38 million
interest payment and will talk with lenders about debt
restructuring during its 30-day grace period.

Ratings that remain on Watch Negative are:

American Axle & Manufacturing Holdings, Inc.

  -- IDR 'CCC'.

American Axle & Manufacturing, Inc.

  -- IDR 'CCC';
  -- Senior secured bank facility 'B-';
  -- Senior unsecured notes 'C'.

ArvinMeritor

  -- IDR 'CCC';
  -- Secured 'B';
  -- Senior unsecured 'CC'.

Johnson Controls

  -- Long-term IDR 'BBB';
  -- Senior unsecured credit facilities 'BBB';
  -- Senior unsecured long-term debt 'BBB';
  -- Short-term IDR 'F2';
  -- Commercial paper 'F2'.

York International Corp.

  -- Long-term IDR 'BBB';
  -- Senior unsecured long-term debt 'BBB'.

Tenneco

  -- IDR 'B-';
  -- Senior secured bank facility 'B+';
  -- Senior secured second lien notes 'CC';
  -- Senior unsecured notes to 'CC';
  -- Subordinated notes 'CC'.

TRW Automotive Holdings Corp.

  -- IDR 'B'.

TRW Automotive, Inc.

  -- IDR 'B';
  -- Secured bank facility 'BB-';
  -- Senior unsecured notes 'CCC'.


AMERICAN NATURAL: Increases Offering to 50MM Shares of Stock
------------------------------------------------------------
American Natural Energy Corporation increased its offering to
50 million shares of ANEC's common stock at a price of $0.03 per
share.  Subscribers' subscriptions will be held by an escrow agent
pending the receipt of funds necessary to close the Dune
transaction.

As reported in the Troubled Company Reporter on June 1, 2009,
the Company related that the terms of the transaction will involve
the sale of up to 30 million shares of ANEC's Common Stock at a
price of 0.05 per share or total proceeds of up to $1.5 million.

The offering will terminate on July 31, 2009, unless extended by
ANEC to no later than August 31, 2009.  If completed, the
transaction will result in dilution to the present holders of
ANEC's Common Stock.

There can be no assurance that ANEC will be successful in raising
the additional capital through the sale of its Common Stock.

For further information please contact Michael Paulk, CEO at (918)
481-1440 or Steven P. Ensz, CFO at (281) 367-5588.

                   About American Natural Energy

Based in Tulsa, Oklahoma, American Natural Energy Corporation is
engaged in the acquisition, development, exploitation and
production of oil and natural gas.  The Company acquired the
assets and outstanding stock of Couba Operating Company in
December 2001, after Couba was forced into chapter 7 bankruptcy in
March 2000.  The case was later converted to Chapter 11 and in May
2001, the Company joined with Couba in submitting to the
Bankruptcy Court a plan of reorganization whereby the Company
would acquire substantially all the assets -- consisting of
physical oil and gas facilities -- and capital stock of Couba.
The plan was finally confirmed November 16, 2001.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 30, 2009,
Malone & Bailey, PC, in Houston, Texas, the independent registered
public accounting firm of American Natural Energy Corporation
raised substantial doubt about the Company's ability to continue
as a going concern.

American Natural Energy has sustained substantial losses in 2008
and 2007, totaling approximately $61,000 and $3.2 million, and had
a working capital deficiency at December 31, 2008, of
approximately $20.3 million.  Production from the Company's
drilling program increased during 2008 compared to 2007; however,
its revenue has not been sufficient to fund operations.

As of December 31, 2008, American Natural Energy does not have any
available borrowing capacity under existing credit facilities, and
its current assets are $154,000 compared with current liabilities
of $20.4 million.  American Natural Energy's current liabilities
include approximately $10.8 million of secured indebtedness, which
was due September 2006 and is currently in default and accounts
payable, revenues payable, notes payable, and other current
obligations aggregating to approximately $9.6 million.


AMERICAN REPROGRAPHICS: Moody's Holds 'Ba3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service confirmed American Reprographics
Company, L.L.C.'s Ba3 corporate family rating and the Ba2 rating
on its senior secured credit facilities.  The ratings outlook is
negative.  This action completes a review that was initiated on
February 26, 2009.  The negative outlook reflects a significant
contraction in sales and earnings over the past two quarters that
has resulted in weakened credit metrics.  The outlook also
considers the potential for protracted weakness in the company's
key commercial construction end-market to continue to pressure
operating performance.  As such, Moody's has concerns over the
company's ability to maintain compliance with the financial
covenants governing its senior secured credit facilities.
However, the confirmation of the Ba3 rating is supported by the
company's aggressive cost reduction activities, expectations for
positive free cash flow, and Moody's opinion that credit metrics
are still good for the ratings category.

These ratings were confirmed:

  -- Corporate family rating at Ba3;

  -- Probability-of-default rating at B1;

  -- $75 million senior secured revolving credit facility due 2012
     at Ba2 (LGD2, 23%). Point estimate revised from (LGD2, 25%);

  -- $256 million senior secured term loan due 2012 at Ba2 (LDG2,
     23%). Point estimate revised from (LGD2, 25%).

The last rating action was on February 26, 2009, when Moody's
placed ARC's ratings, including its Ba3 corporate family rating,
under review for possible downgrade.

Headquartered in Walnut Creek, California, American Reprographics
Company, L.L.C., is a leading reprographics service company in the
U.S.  The company recorded sales of $653 million through the
twelve months ended March 31, 2009.


ARVINMERITOR: Fitch Keeps Junk Issuer Default Rating on WatchNeg.
-----------------------------------------------------------------
Certain U.S. auto suppliers remain on Rating Watch Negative by
Fitch Ratings following the bankruptcy filings of General Motors
and Chrysler.  The suppliers were initially placed on Watch
Negative in December 2008 because of concerns about potential
bankruptcy filings by the automakers and the possible negative
impact that could be felt by the supplier base.  Fitch is keeping
the Issuer Default Ratings on Watch Negative for most of the auto
suppliers due to several key concerns, including the auto
suppliers' ability to adjust to lower vehicle sales volumes on a
longer term basis, uncertainty regarding post-bankruptcy volumes
at GM and Chrysler, the need for many auto suppliers to seek
covenant relief from lenders, and reduced access to credit at a
time when much of the supplier base is in need of liquidity.
Liquidity is Fitch's key concern, and Fitch has published an
updated report on the subject.  Although the GM and Chrysler
bankruptcy filings are progressing better than Fitch had
anticipated, risks to production and sales volumes through 2009
remain.  Among these are the risks of second- and third-tier
supplier disruptions and liquidations, consumer purchasing
behavior, parts and service issues, dealer financing and
restructuring of the dealer base, availability of retail financing
capacity, and production restart risks.

In the past several months the U.S. government has taken direct
and indirect actions to support the automakers and suppliers.
Specifically, suppliers have received liquidity support in the
form of the Auto Supplier Support Program and from payments to be
made or already made by GM and Chrysler as a result of debtor-in-
possession financing from the U.S. government.  Thus far, the
effort by the government to aid liquidity has been a benefit to
the suppliers, though not all suppliers have been able to
withstand the changes to the global automotive industry.
Illustrating the situation, Hayes-Lemmerz International Inc.,
Visteon Corp., and Metaldyne Corp. filed bankruptcy petitions in
May 2009.  On June 1, 2009 Lear Corporation missed a $38 million
interest payment and will talk with lenders about debt
restructuring during its 30-day grace period.

Ratings that remain on Watch Negative are:

American Axle & Manufacturing Holdings, Inc.

  -- IDR 'CCC'.

American Axle & Manufacturing, Inc.

  -- IDR 'CCC';
  -- Senior secured bank facility 'B-';
  -- Senior unsecured notes 'C'.

ArvinMeritor

  -- IDR 'CCC';
  -- Secured 'B';
  -- Senior unsecured 'CC'.

Johnson Controls

  -- Long-term IDR 'BBB';
  -- Senior unsecured credit facilities 'BBB';
  -- Senior unsecured long-term debt 'BBB';
  -- Short-term IDR 'F2';
  -- Commercial paper 'F2'.

York International Corp.

  -- Long-term IDR 'BBB';
  -- Senior unsecured long-term debt 'BBB'.

Tenneco

  -- IDR 'B-';
  -- Senior secured bank facility 'B+';
  -- Senior secured second lien notes 'CC';
  -- Senior unsecured notes to 'CC';
  -- Subordinated notes 'CC'.

TRW Automotive Holdings Corp.

  -- IDR 'B'.

TRW Automotive, Inc.

  -- IDR 'B';
  -- Secured bank facility 'BB-';
  -- Senior unsecured notes 'CCC'.


ASARCO LLC: Objects to Harbinger Disclosure Statement
-----------------------------------------------------
ASARCO LLC and its debtor-affiliates believe that the disclosure
statement of the plan of reorganization filed by Harbinger Master
Fund I, Ltd. does not provide "adequate information" under Section
1125 of the Bankruptcy Code.  The Debtors thus ask the U.S.
Bankruptcy Court for the Southern District of Texas to direct
Harbinger to make certain modifications to its Disclosure
Statement, or to the portions of the combined disclosure statement
describing the Harbinger Plan, prior to its dissemination to
creditors.

As reported by the Troubled Company Reporter on June 2, 2009,
Harbinger Capital Partners Master Fund I, Ltd., delivered to the
U.S. Bankruptcy Court for the Southern District of Texas a
Chapter 11 Plan of Reorganization and Disclosure Statement for
ASARCO LLC, Southern Peru Holdings, LLC, AR Sacaton, LLC, and
ASARCO Master, Inc., on May 27, 2009.  Harbinger is one of the
Debtors' major bondholders.  Harbinger previously sought and
obtained the Court's permission to file its own plan to take
ASARCO LLC out of bankruptcy.  The Harbinger Plan provides for the
purchase of ASARCO LLC's assets for $500 million and the
assumption of certain liabilities.  Lawrence M. Clark, Jr.,
Harbinger's vice president, signed the Harbinger Plan.  Copies of
the Harbinger Plan and Disclosure Statement, as well a redlined
copy of the Harbinger Plan versus the Debtors' Plan, are available
for free at:

    http://bankrupt.com/misc/ASARCO_Harbinger_Plan_05272007.pdf
    http://bankrupt.com/misc/ASARCO_Harbinger_DS_05272007.pdf
    http://bankrupt.com/misc/ASARCO_Harbinger_ComparedPlan.pdf

Representing the Debtors, Jack L. Kinzie, Esq., at Baker Botts
L.L.P., in Dallas, Texas, contends that the Disclosure Statement
completely neglects to discuss specific terms of the Harbinger
Plan.  He asserts that Harbinger should discuss in detail the
various provisions of the Harbinger Plan to give creditors an
opportunity to make an informed decision.  The Harbinger
Disclosure Statement is confusing in that it purports to adopt
provisions of the Debtors' Disclosure Statement without providing
any detail as to which provisions are incorporated and which
provisions are excluded, Mr. Kinzie argues.  He insists that
Harbinger should specify which components of the Debtors'
financial information, if any, it does not endorse in its
Disclosure Statement.

In general, Mr. Kinzie points out, the Harbinger Disclosure
Statement fails to provide any meaningful analysis and discussion
regarding the Harbinger Plan.  Accordingly, the Debtors reserve
their right to further object to the Disclosure Statement once it
is amended to provide a more detailed analysis of the Harbinger
Plan to allow the Debtors, the creditor constituents, and their
professionals an opportunity for a meaningful review.  The Debtors
also argue that the Disclosure Statement lacks important
information, including:

  -- an analysis why Harbinger's offering of $500 million is a
     reasonable value for ASARCO's assets or is preferable to
     the consideration offered under the new purchase and sale
     agreement of Sterlite (USA), Inc.;

  -- Harbinger's position on litigations involving the Debtors;

  -- the basis of Harbinger's estimation on asbestos-related
     claims;

  -- the agreement in principle between the Asbestos Fiduciaries
     and the Parent;

  -- estimated recoveries of claims;

  -- labor issues; and

  -- source of funding of the Harbinger Plan.

                         More Objections

(1) ASARCO Incorporated
    Americas Mining Corporation

ASARCO Incorporated and Americas Mining Corporation contend that
the disclosure statement filed by Harbinger Capital Partners
Master Fund I, Ltd., in support of its Chapter 11 plan of
reorganization should not be approved because (i) it fails to
provide adequate information with respect to matters that are
important and material to the determinations to be made by those
parties-in-interest that would vote on the Harbinger Plan, and
(ii) it pertains to the patently unconfirmable Harbinger Plan.

Unless the Disclosure Statement is modified to address issues,
the parties-in-interest solicited to vote on the Harbinger Plan
will not be able to make an informed voting decision, argues
Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in
Houston, Texas.  Even if the Disclosure Statement's material
omissions are corrected, he maintains, the Disclosure Statement
still should not be approved because the matters that make the
Harbinger Plan unconfirmable cannot be corrected.

(2) Official Committee of Asbestos Claimants
    Future Claims Representative

The Official Committee of Asbestos Claimants and the Future
Claims Representative, Robert C. Pate, complain that the
Disclosure Statement fails to disclose that $500,000,000 is less
than fair market value for ASARCO LLC's assets.  The Asbestos
Fiduciaries argue that the Disclosure Statement fails to disclose:

  -- that the proponents of the Harbinger Plan have refused to
     put up a deposit to guarantee performance of the Harbinger
     plan sponsor's obligations under the Harbinger Plan;

  -- that the proponents of the Harbinger Plan have no evidence
     to dispute the validity of the proposed settlement of the
     Debtors' asbestos liabilities embodied in the agreement in
     principle between the Asbestos Fiduciaries and the Parent;

  -- the extent of the Harbinger plan proponents' ownership or
     holdings, directly and through affiliates, of bonds issued
     by ASARCO LLC, and non-bond claims against the Debtors'
     bankruptcy estates, if any;

  -- what asbestos creditors will receive under the Harbinger
     Plan; and

  -- any details about the proposed auction or bid process
     contemplated by Harbinger in connection with its
     declaration that the Harbinger Plan will permit any
     alternative plan sponsor to purchase substantially all of
     ASARCO's assets.

(3) Fireman's Fund Insurance Company

Fireman's Fund Insurance Company tells the Court that it opposes
Harbinger Capital Partners Master Fund I Ltd.'s Disclosure
Statement on a limited basis, out of an abundance of caution to
seek confirmation that its "Position Statement Regarding Risk Of
No Insurance Coverage" will be fully incorporated into the
Harbinger Disclosure Statement.  In the event Harbinger asserts
that the Position Statement is not included in the Harbinger
Disclosure Statement, FFIC objects to the approval of the
Disclosure Statement because it lacks adequate information as
required by Section 1125 of the Bankruptcy Code, and describes an
unconfirmable Plan.

(4) Century Indemnity Company

Century Indemnity Company, as successor to CCI Insurance Company,
as successor to Insurance Company of North America and as
successor to CIGNA Specialty Insurance Company, is concerned that
the Disclosure Statement lacks adequate information as required by
Section 1125 of the Bankruptcy Code.  M. Forest Nelson, Esq., at
Burt Barr & Associates, L.L.P., in Dallas, Texas, contends that
numerous exhibits to the Harbinger Plan are missing in the
Disclosure Statement.  He argues that the Disclosure Statement is
missing crucial documents necessary for creditors to make an
informed decision to accept or reject the Harbinger Plan.

(5) Mitsui & Co.

Mitsui & Co. (U.S.A.), Inc., points out that there are certain
incomplete areas of the Disclosure Statement.  Mitsui thus asks
the Court to direct Harbinger to supplement its Disclosure
Statement.  If a single "Joint Disclosure Statement" is to be
produced describing both the Harbinger Plan and any other
competing plan of reorganization, Mitsui says its clarifications
should be included in the Joint Disclosure Statement with respect
to all Plans.  Mitsui insists that the Disclosure Statement should
include clarifications regarding:

  -- the treatment of the Debtors' capital stock interest in AR
     Silver Bell, Inc.;

  -- the actual or alleged impairment of any sub-Class for
     purposes of satisfying the requirement of Section
     1129(a)(10) of the Bankruptcy Code; and

  -- sufficient liquidation analysis to explain how the
     Harbinger Plan will satisfy the requirements of Section
     1129(a)(7).

                        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)


ASPEN STREET: Court Explains Ambiguous Chapter 11 Plan
------------------------------------------------------
WestLaw reports that an ambiguity arising from a conflict between
two provisions of the debtor's confirmed Chapter 11 plan dealing
with the calculation of a bank's oversecured claim:

   -- one of which specified that the amount of the claim would be
      set by agreement or, if no agreement could be reached, by
      court order, and

   -- the other of which set forth a formula for determining the
      amount of the claim and seemingly obviated the need for any
      negotiation between the parties,

would be resolved by construing the first provision, the one
requiring negotiation between the parties, as limiting that
negotiation only to the proper application of the formula, and as
not opening up for negotiation any matters resolved by the
formula, such as the bank's right only to postpetition,
preconfirmation interest and not to postpetition, preconfirmation
attorney fees and late charges.  Such a construction best
harmonized the provisions, and also gave greater weight to that
setting forth the formula, as the more specific provision.  In re
The Aspen Street Corp., --- B.R. ----, 2009 WL 1514304 (Bankr.
E.D. Pa.).

The Aspen Street Corporation, operating Rembrandt's Restaurant &
Bar -- http://www.rembrandts.com/-- sought Chapter 11 protection
(Bankr. E.D. Pa. Case No. 07-10858) on February 9, 2007, and a
full-text copy of the Debtor's Chapter 11 petition is available at
http://bankrupt.com/misc/paeb07-10858.pdfat no charge.  At the
time of the filing, the debtor estimated less than $10,000 in
assets, debts between $100,000 and $1,000,000, and less than 50
creditors.  The Debtor is represented by Albert Cardi, III, at
Ciardi & Ciardi, PC, in Philadelphia.


ATHEROGENICS INC: Court Confirms Second Amended Plan
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia has
confirmed AtheroGenics Inc.'s Second Amended Plan, as modified,
BankruptcyData.com reports.

As reported in the Troubled Company Reporter on April 27, 2009,
pursuant to the Plan, all property of the Debtor and its estate,
including cash, will vest automatically in the Post-Confirmation
Debtor and the Liquidating Fund on the Plan's Effective Date, free
and clear of all liens, claims, and interests.  A Liquidating
Agent will be appointed to administer any remaining assets in the
Liquidating Fund and to make distributions to holders of claims
pursuant to the terms of the Plan.

The Post-Confirmation Debtor will be vested with all of the
Debtor's previously unsold assets, including its causes of action,
which will be administered, liquidated, prosecuted, settled, and
enforced under the direction and control of the Liquidating Agent.

                  Classes and Treatment of Claims

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

Class        Description                   Treatment
-----     ---------------------    ----------------------------
  1       Secured Claims           Unimpaired; Deemed to Accept

  2       Priority Claims          Unimpaired; Deemed to Accept

  3       2008 Note Holder         Impaired; Entitled to Vote
          Claims

  4       2011 Note Holder         Impaired; Entitled to Vote
          Claims

  5       2012 Note Holder         Impaired; Entitled to Vote
          Claims

  6       General Unsecured        Impaired; Entitled to Vote
          Claims

  7       Unsecured Convenience    Impaired; Entitled to Vote
          Claims

  8       Interests                Impaired; Deemed to Reject

General Unsecured Claims, 2008 Convertible Notes, 2011 Convertible
Notes and 2012 Convertible notes will all receive on the Initial
Distribution Date and continuing on each subsequent Distribution
Date up to and including the Final Distribution Date, a pro rata
distribution of any available Liquidation Proceeds that remain
after the payment and satisfaction of Allowed Administrative
Expense Claims, Allowed Priority Tax Claims, Allowed Gap Period
Claims, and Allowed Claims in Classes 1, 2 and 7, subject to
Retained Proceeds.

Holders of Unsecured Convenience Claims will receive, on either
(i) the first Distribution Date after the applicable Claims
Objection Deadline has occurred, if no objection to that Claim has
been timely filed, or (ii) the first Distribution Date after the
date on which any objection to that Unsecured Convenience Claim is
settled, withdrawn or overruled pursuant to a Final Order of the
Bankruptcy Court, in full and final satisfaction of that Holder's
Allowed Class 7 Claim, a one-time Cash payment in an amount equal
to 16% of the Holder's Allowed Class 7 Claim.

All Interests of the Debtor that are held by a person other than
the Debtor, if any, will be deemed cancelled and extinguished.

A full-text copy of Atherogenics, Inc.'s Disclosure Statement
explaining its Chapter 11 Plan is available at:

     http://bankrupt.com/misc/Atherogenics.2ndAmendedDS.pdf

                       About Atherogenics

Headquartered in Alpharetta, Georgia, AtheroGenics, Inc. --
http://www.atherogenics.com/-- is a research-based pharmaceutical
company focused on the discovery, development and
commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease.  It has one late stage clinical drug development program.

On September 15, 2008, five creditors holding claims totaling
$20,413,000 pursuant to the company's 4.5% Convertible Notes due
2008 filed an involuntary Chapter 7 petition against the Debtor
(Bankr. N.D. Georgia Case No. 08-78200).  The petitioning
noteholders were:

  -- AQR Absolute Return Master Account, L.P.,
  -- CNH CA Master Account, L.P.,
  -- Tamalpais Global Partner Master Fund, LTD,
  -- Tang Capital Partners, LP, and
  -- Zazove High Yield Convertible Securities Fund, L.P.

On October 6, the Debtor filed a motion to convert its Chapter 7
case to one under Chapter 11 (Bankr. N.D. Ga. Case No. 08-78200).
James A. Pardo, Jr., Esq., and Michelle Carter, Esq., at King &
Spalding, LLP, represent the Debtor as counsel.  Akin Gump Strauss
Hauer & Feld LLP, and Frank W. DeBorde, Esq., at Morris, Manning &
Martin, LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Administar Services Group LLC is the
Claims, Noticing, and Balloting Agent for the Debtor.

As reported in the Troubled Company Reporter on February 21, 2009,
at December 31, 2008, the Debtor had total assets of $51,659,219,
total liabilities of $307,171,466, and a stockholders' deficit of
$255,512,247.


AVIZA TECHNOLOGY: Seeks Chapter 11 Relief to Pursue Sumitomo Sale
-----------------------------------------------------------------
Aviza Technology Inc. and two of its subsidiaries, Aviza Inc. and
Trikon Technologies Inc., filed a voluntary petition under Chapter
11 of the U.S. Bankruptcy Code as a result of the global economic
recession, demand for semiconductor manufacturing equipment has
declined dramatically.

Over the past several months, the company has undertaken
significant efforts to reduce its expenses and working capital
requirements in response to these unprecedented market conditions.
These efforts have included significant work force reductions,
executive salary cuts, mandatory time off for all of the company's
employees and significant decreases in non-labor expenses.  At the
same time, the company has been working with Needham & Company,
LLC to review and pursue financial and strategic options for the
company to maximize value on behalf of all of the company's
stakeholders, including merging with or into another company, a
sale of all or substantially all of the company's assets, and the
liquidation or dissolution of the company through bankruptcy
proceedings.

The company said the continuing declines in orders from and
shipments to customers and related cash collections, the recent
acceleration of its borrowings under its secured credit facility,
and its inability to identify new sources of liquidity have caused
it to seek bankruptcy protection in order to better manage its
operations through an orderly restructuring process.

United Commercial Bank demanded on May 20, 2009, for immediate
payment of the entire amount -- all interest accrued -- due to the
lenders under that certain loan and security agreement dated
April 13, 2007, as amended twice, due to the occurrence and
continuation of events of default, said Patrick C. O'Connor,
executive vice president and chief financial officer, in a
regulatory filing with the Securities and Exchange Commission.  As
of May 26, 2009, the company's outstanding balance under agreement
was approximately $29.5 million, Mr. O'Connor noted.

Before it filed for bankruptcy, the company executed a nonbinding
letter of intent to sell certain of its assets and businesses to
Sumitomo Precision Products Co., Ltd.  Through the bankruptcy
proceedings, the company intends to pursue its proposed strategic
transaction with Sumitomo and effectuate other significant asset
sales in order to maximize value on behalf of all of its
stakeholders.  The company expects to continue essential
operations, including product support, service and warranty
programs, during this process.

"We have been working hard to find a buyer that would best
leverage our products and provide on-going support to our
customers," commented Jerry Cutini, Aviza's President and CEO.
"Through this voluntary bankruptcy process, we can continue to
operate our business and pursue an orderly transition to SPP with
minimal impact on our customers and employees."

                        NASDAQ Incompliance

On May 19, 2009, the company received a letter from Nasdaq
notifying it that it does not comply with the obligation to file
periodic reports under Rule 5250(c) of the Nasdaq Listing Rules.
According to Nasdaq's letter, the company will be provided 60
calendar days to submit a plan to regain compliance, and if Nasdaq
accepts the plan, the company may be granted an exception of up to
180 calendar days from the filing's due date, or until November 9,
2009, to regain compliance.

                    Quarterly Financial Results

As of December 26, 2008, the company reported $89.36 million in
total assets and $69.02 million in total debts resulting in a
$20.34 million stockholders' equity.  The company reported
$1.28 million net income on net sales of $25.23 million for the
quarter ended December 26, 2008, compared to $8.52 million net
loss on net sales of $34.01 million for the quarter December 28,
2007.

A full-text copy of the company's quarterly financial results is
available for free at http://ResearchArchives.com/t/s?394c

                       About Aviza Technology

Headquartered in Scotts Valley, California, Aviza Technology Inc.
(NASDAQ GM:AVZA) -- http://www.aviza.com-- designs, manufactures,
sells and supports semiconductor capital equipment and process
technologies for the global semiconductor industry and related
markets.  The company's systems are used in a variety of segments
of the semiconductor market for advanced silicon for memory
devices, 3-D packaging and power integrated circuits for
communications.  The company's manufacturing, R&D, sales and
customer support facilities located in the United Kingdom,
Germany, France, Taiwan, China, Japan, Korea, Singapore and
Malaysia.


BANK OF AMERICA: Will Cover Former Countrywide Chief's Legal Fees
-----------------------------------------------------------------
Bloomberg News reports that Bank of America Corp. will have to
spend more than $20 million in legal fees for former Countrywide
Financial Corp. Chief Angelo Mozilo and his two former deputies.

According to the Troubled Company Reporter on June 8, 2009, the
U.S. Securities and Exchange Commission accused Mr. Mozilo, David
Sambol, and Eric Sieracki of fraud.  The SEC unveiled e-mails in
which Mr. Mozilo warned of Countrywide's "toxic" subprime
mortgages.  The SEC is seeking financial penalties, which include
repayment from Mr. Mozilo of $139 million in stock-trading profits
and a ban on the three men serving as an officer or director of a
company.  The SEC alleged that Mr. Mozilo dumped almost
$140 million in Countrywide stock using inside information about
increased risk Countrywide was facing by underwriting high-risk
loans.  The SEC said that Messrs. Mozilo, Sambol, and Sieracki
falsely assured investors about Countrywide's mortgage business by
stating that they underwrote low-risk mortgages.  The SEC claimed
that Countrywide had lowered its lending standards dramatically
and that Mr. Mozilo said that a certain kind of subprime loan "is
the most dangerous product in existence and there can be nothing
more toxic."

Bloomberg relates that BofA, which owns Countrywide, said that Mr.
Mozilo, who was sued for insider trading last week, is covered by
an indemnity clause.  Bloomberg relates that BofA will also have
to pay for legal fees of Messrs. Sambol and Sieracki.

Bloomberg quoted BofA spokesperson Robert Stickler as saying,
"This isn't something that Bank of America decided to do.  It was
required when Mr. Mozilo was an employee."

Bloomberg notes that defending the former Countrywide execs may
cost more than $20 million, adding to BofA's regulatory and legal
challenges as it seeks to pare the federal stake and CEO Kenneth
Lewis prepares to testify before Congress about his purchase of
Merrill Lynch & Co.

                   About Countrywide Financial

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

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

                     About Bank of America

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

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

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

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


BERNARD L MADOFF: Customers Question Claims Valuation Method
------------------------------------------------------------
Customers of Bernard L. Madoff Investment Securities Inc.
filed a class action suit last week giving the bankruptcy judge
an opportunity to decide how victims' claims will be valued when
Madoff's trustee calculates distributions, Bloomberg's Bill
Rochelle reports.

Given that the Madoff firm was a Ponzi scheme in which
securities were never purchased with customers' funds, the
Madoff trustee has taken the position that a customer's claim
will be the amount deposited less amounts received.  Under the
trustee's theory, customers who managed to take out all their
investments would have no claim for fictitious profits still on
the books when the bankruptcy began.

According to the report, the plaintiffs in the new suit argue that
governing federal law requires valuing claims based on the "net
equity" shown on each customer's account statement regardless of
whether securities were purchased or not.  They point to
legislative history where a report to the House of Representatives
said a customer's claim would include the value of securities
"never purchased."

The customers also argue the Madoff trustee is taking a
position different from the policy developed by the Securities
Investor Protection Corp. in another Ponzi scheme liquidation.

The firm's founder, Bernard Madoff, pleaded guilty in March
to defrauding investors of as much as $65 billion and faces a
prison term up to 150 years.  The firm's liquidation in U.S.
Bankruptcy Court began in December with the appointment of
trustee under the Securities Investor Protection Act.

Madoff himself went into an involuntary Chapter 7 liquidation in
April. The trustee for the firm is seeking to consolidate Madoff's
individual Chapter 7 bankruptcy into the SIPA liquidation of the
broker.

The SIPA case is Securities Investor Protection Corp. v.
Bernard L. Madoff Investment Securities Inc., 08-01789, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).
Madoff's individual Chapter 7 bankruptcy is In re Bernard
Madoff, 09-11893, U.S. Bankruptcy Court, Southern District of
New York (Manhattan).

                      About Bernard Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on December 15, 2008,
the Securities and Exchange Commission charged Mr. Madoff and his
investment firm with securities fraud for a multi-billion dollar
Ponzi scheme that he perpetrated on advisory clients of his firm.
The estimated losses from Madoff's fraud were allegedly at least
$50 billion.

Also, on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.

Mr. Madoff, if found guilty of all counts, would be imprisoned for
150 years, but legal experts expect the actual sentence to be much
lower and would still be an effective life sentence for the 70-
year-old defendant, WSJ notes.  Mr. Madoff, WSJ relates, would
also face millions of dollars in possible criminal fines. The
report says that Mr. Madoff has been free on bail since his arrest
on December 11, 2008.  There was no plea agreement with Mr. Madoff
in which leniency in sentencing might be recommended, the report
states, citing prosecutors.


BERNARD L MADOFF: Court OKs Consolidation of Bankruptcy Cases
-------------------------------------------------------------
Phil Wahba at Reuters reports that the Hon. Burton Lifland of the
U.S. Bankruptcy Court for the Southern District of New York has
approved the consolidation of bankruptcy cases involving Bernard
Madoff.

The consolidation of the cases would save money and increase the
odds of retrieving stolen assets, Reuters states, citing Judge
Lifland.  According to Reuters, Judge Lifland said that having one
common trustee oversee Mr. Madoff's personal bankruptcy case and
another case brought by the Securities Investor Protection Corp
would "maximize" the odds of asset recovery and avoid duplication
of efforts.

Mr. Madoff's creditors would "reap benefits because SPIC is
underwriting the costs of the recovery" and that the trustee in
the bankruptcy case would have more than a "titular role," Reuters
reports, citing Judge Lifland.

Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on December 15, 2008,
the Securities and Exchange Commission charged Mr. Madoff and his
investment firm with securities fraud for a multi-billion dollar
Ponzi scheme that he perpetrated on advisory clients of his firm.
The estimated losses from Madoff's fraud were allegedly at least
$50 billion.

Also on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970. Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.

Mr. Madoff, if found guilty of all counts, would be imprisoned for
150 years, but legal experts expect the actual sentence to be much
lower and would still be an effective life sentence for the 70-
year-old defendant, WSJ notes.  Mr. Madoff, WSJ relates, would
also face millions of dollars in possible criminal fines. The
report says that Mr. Madoff has been free on bail since his arrest
on December 11, 2008.  There was no plea agreement with Mr. Madoff
in which leniency in sentencing might be recommended, the report
states, citing prosecutors.


BOB E. WARNER: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Bob E. Warner and his wife, Frances M. Warner, have filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of Kansas, court documents say.

Shane Farley and Shawn Wheat at Newscow report that the Warners
listed $976,950 in assets and $1.1 million in liabilities.
According to Newscow, the Warners owe $72,014 in unpaid taxes to
government entities, including the Internal Revenue Service,
Kansas Department of Revenue, and Butler County Treasurer's
Office.

Home National Bank is the Warners' largest secured creditor, owed
below $600,000 for three real estate mortgages, Newscow relates.

Newscow states that the Warners' largest unsecured, non-priority
creditor is the Arkansas City, owed $240,000 for the demolition of
a building on Summit and the reconstruction of a wall associated
with the demolition.  According to the report, Arkansas City took
action to demolish the building several years ago after it was
damaged.  The report states that Mr. Warner and the city went to
court over the issue.  The report says that the court initially
ruled that Mr. Warner wasn't liable for costs, but the decision
was overturned on appeal.

Newscow relates that the Warners will meet with creditors later
this week to discuss a plan for satisfying their debt.

Bob E. Warner is a Winfield businessman who over the years
acquired loads of commercial real estate and operated a number of
video-rental stores.  In the past eight years, Mr. Warner has done
business in Kansas and Oklahoma under the names Mega Movie, Mega
Tan, Warner Video, and Antiques Plus Mall.


CBG FLORIDA: Fitch Cuts Preferred Stock Rating to 'C/RR6'
---------------------------------------------------------
Fitch Ratings has downgraded the ratings of The Colonial BancGroup
and its subsidiaries following Colonial Bank, CNB's bank
subsidiary, entering into an Order to Cease and Desist with the
FDIC and the Alabama State Banking Department on June 9, 2009.
Fitch has placed the ratings on Rating Watch Evolving.

In addition to the requirements to improve management, as well as
certain policies and procedures, Colonial Bank is required to make
improvements in asset quality and improve capital.  In particular,
the C&D requires CNB to increase Colonial Bank's Tier I Leverage
capital ratio to 8% and Total Risk Based Capital ratio to 12% by
Sept. 30, 2009; Colonial's Tier 1 Leverage and Total Risk Based
Capital ratios were 5.45% and 10.78% on March 31, 2009.  Given
this regulatory action, Fitch believes the likelihood of CNB
executing its $300 million pending transaction with the consortium
of investors lead by Taylor Bean & Whitaker may be negatively
impacted.

A part from the C&D, escalating credit problems have continued to
generate significant losses, further weakening the company's
capital position, and eroding the benefit of potential capital
augmentations.  The preponderance of credit concerns remains in
CNB's residential real estate construction portfolio; the majority
of which resides in the troubled Florida market.

Fitch recognizes the positive momentum that has been realized
regarding the pending transaction, as evidenced by the
satisfaction of the due diligence contingency on May 22, 2009.
While the capital augmentation from TBW alone would not allow CNB
to reach the required enhanced capital levels, the additional
$550 million of capital from issuing preferred stock through the
Treasury's Capital Purchase Program should bring the company's
capital ratios into compliance.  The Watch Evolving status
reflects that the ratings could be positively impacted should the
TBW transaction be completed and CNB receive the capital necessary
to comply with the aforementioned C&D capital requirement.
Conversely, should the transaction not come to fruition and CNB
fail to raise the necessary capital through public and private
sources, as well as fail to meet the other requirements of the
C&D, a further downgrade could result.

Fitch has downgraded these ratings and placed them on Watch
Evolving:

The Colonial BancGroup, Inc.

  -- Long-term Issuer Default Rating to 'CCC' from 'B-';
  -- Subordinated debt to 'C/RR6' from 'CCC/RR6';
  -- Short-term IDR to 'C' from ' B'.

Colonial Bank

  -- Long-term IDR to 'B-' from 'B+';
  -- Long-term deposits to 'B/RR3' from 'BB-/RR3';
  -- Subordinated debt to 'CC/RR6' from 'B/RR6';
  -- Individual to 'E' from 'D/E'.

Colonial Capital Trust IV

  -- Preferred stock to 'C/RR6' from 'CC/RR6'.

CBG Florida REIT

  -- Preferred stock to 'C/RR6' from 'CC/RR6'.

In addition, Fitch has affirmed these ratings:

The Colonial BancGroup, Inc.

  -- Individual at 'E'; removed from Watch Negative;
  -- Support at '5';
  -- Support Floor at 'NF'.

Colonial Bank

  -- Short-term IDR at 'B'; removed from Watch Negative;
  -- Short-term deposits at 'B'; removed from Watch Negative;
  -- Support at '5';
  -- Support Floor at 'NF'.


CDX GAS: Court Approves CDX Rio's Disclosure Statement
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
approved the disclosure statement with respect to CDX Rio, LLC's
plan of reorganization.

A hearing to consider confirmation of the Plan will be held on
June 24, 2009, at 10:45 a.m. Central Time.  The last day for
filing written objections to the confirmation of the Plan is
June 19, 2009, at 4:00 p.m. Central Time.  The voting deadline is
also June 19, 2009, at 4:00 p.m. Central Time.

As reported previously, on April 24, 2009, CDX Rio, LLC delivered
to the Bankruptcy Court a disclosure statement explaining its
Chapter 11 plan of reorganization.  Under the Plan, the Debtor is
receiving approximately $73,000,000 for the issuance of the New
Equity.  The proceeds from the sale will be used to pay
distributions under the Plan.  Holders of general unsecured claims
will receive no distribution under the Plan and are deemed to have
voted to reject the Plan.  Equity Interests will be cancelled and
holders thereof are deemed to have voted to reject the Plan.
First Lien Debt Secured Claims and Second Lien Debt Secured
Guaranty Claims are the only classes that are entitled to vote on
the Plan.  First Lien Debt Secured Claims will receive its pro
rata distribution of (i) the net proceeds from the issuance of New
Equity and (ii) to the extent the Allowed First Lien Debt Loan has
not been paid in full, the proceeds from the Holdback Escrow.
Second Lien Debt Secured Guaranty Claims will receive its pro rata
share of (i) the Residual Assets and (ii) to the extent the First
Lien Debt Loan has been paid in full, the proceeds of the Debtor's
interest in the Holdback Escrow.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?3c8f

A full-text copy of the proposed Chapter 11 Plan is available for
free at http://ResearchArchives.com/t/s?3c90

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.  The Company and 19 of its affiliates filed for
Chapter 11 protection on December 12, 2008 (Bankr. S.D. Tex. Lead
Case No. 08-37922).  CDX Rio, LLC, an entity in which CDX Gas
indirectly owns a 90% membership interest, and Arkoma Gathering,
LLC, an entity in which CDX Gas owns a 75% membership interest,
filed for Chapter 11 protection on April 1, 2009.

Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq.,
and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represent the
Debtors in their restructuring efforts.  In its schedules, CDX
listed total assets of $996,308,606 and total debts of
$831,259,526.


CELLU TISSUE: Change in Note Amount Won't Move Moody's 'B2' Rating
------------------------------------------------------------------
Moody's Investors Service said the revision in the principal
amount of Cellu Tissue's senior secured notes does not affect its
ratings.

The last rating action occurred on May 13, 2009, when Moody's
assigned a B2 to Cellu Tissue's proposed notes and changed the
ratings outlook to positive from stable.

Cellu Tissue is a manufacturer of converted tissue products,
tissue hard rolls and machine-glazed paper used in the manufacture
of various end products, including diapers, facial and bath
tissue, assorted paper towels and food wraps.  Headquartered in
Alpharetta, Georgia, Cellu Tissue generated pro forma sales of
approximately $552 million in the fiscal year ended February 28,
2009.


CHARTER COMMUNICATIONS: Seeks to Hire Marshall as IP Counsel
------------------------------------------------------------
Charter Communications Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Marshall, Gerstein & Borun LLP as their
intellectual property counsel, nunc pro tunc to their petition
date pursuant to an engagement letter between the Debtors and
Marshall dated April 29, 2009.

As IP counsel, Marshall will:

  (a) litigate against entities infringing the Debtors'
      intellectual property rights, including Verizon and
      related Verizon entities;

  (b) defend against entities alleging that the Debtors infringe
      their intellectual property rights, including Verizon,
      Rembrandt and Acacia; and

  (c) pursue intellectual property rights in the form of
      patents, trademarks, domain names, trade secrets, and
      others.

Marshall will be paid based on its standard hourly rates:

     Billing Category               Billing Rate
     ----------------               ------------
     Partners                        $350 - $625
     Of Counsel                      $300 - $500
     Associates                      $250 - $400
     Paraprofessionals                $70 - $250

The professionals, and their current hourly billing rates,
presently expected to have primary responsibility for providing
services to the Debtors are:

     Professional                           Rate
     ------------                           ----
     Bradford Lyerla                        $625
     Kevin D. Hogg                          $520
     Jeffrey H. Dean                        $475
     Michael Weiner                         $470
     William J. Kramer                      $425
     Anthony Gabrielson                     $360
     Jon-Thomas Bloch                       $315
     Jeffrey K. Berger                      $300

Marshall will also be reimbursed for its necessary out-of-pocket
expenses incurred in connection with its retention as the Debtors'
IP counsel.

William J. Kramer, Esq., a partner at Marshall, discloses that it
appears that the firm has represented, and does currently
represent certain interested parties and entities, but only in
unrelated matters and does not serve as general counsel to those
entities, or their affiliates, parents, or subsidiaries.  The
interested parties are AIG, AON, Citadel LP, CNA, CNBC, Cognizant
Corp., General Electric, Microsoft Corporation, MSNBC, National
Union and Northwestern University.

Mr. Kramer assures the Court that none of the firm's
representations involve, or in the future will involve, the
Debtors or any aspect of Marshall's relationship with the Debtors.

Mr. Kramer further reveals that Marshall has not received any
payments from the Debtors during the 12 months immediately
preceding the Petition Date for services rendered or to be
rendered in contemplation of or in connection with the Chapter 11
cases.  He Notes, however, that Marshall is owed approximately
$795,000 for legal services rendered before the Petition Date, and
therefore, Marshall has a claim against the Debtors with respect
to those prepetition amounts.

                  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 March 31, 2009,
the Debtors had total assets of $13,650,000,000, and total
liabilities of $24,501,000,000, resulting in total shareholders'
deficit of $10,851,000,000.

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)


CHARTER COMMUNICATIONS: Court Approves Ernst & Young Employment
---------------------------------------------------------------
Charter Communications Inc. and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Ernst & Young LLP as their tax
services providers and accountants, nunc pro tunc to the Petition
Date, in accordance with the terms and conditions set forth in the
parties' engagement letters and other documents between the
Debtors and E&Y.

As accountants, E&Y will:

  (a) perform tax services as set forth in specific statements
      of work issued under a master tax services agreement;

  (b) provide various tax compliance services under a tax
      compliance services agreement, including to:

      * prepare federal Form 1065;
      * identify and determine tax return position issues;
      * perform analysis of fixed asset records;
      * maintain tax basis balance sheets, earnings and profits;
      * prepare book-to-tax reconciliation analyses; and
      * calculate differences in financial statement and tax
        income;

  (c) provide partnership allocation services, including to:

      * review federal tax depreciation calculations;

      * calculate tax depreciation and amortization;

      * allocate income pursuant to the relevant provisions of
        the operating agreement of Charter Communications
        Holding Company; and

      * determine the amount of any adjustments resulting from
        the sale or exchange of membership interests during the
        year;

  (d) will provide Chapter 11 bankruptcy tax assistance
      services, including to:

      * assist client personnel in developing an understanding
        of the tax issues and options related to client's
        Chapter 11 filing;

      * assist and advise client in developing an understanding
        of the tax implications of its bankruptcy restructuring
        alternatives and post-bankruptcy operations;

      * understand reorganization and restructuring alternatives
        client is evaluating with its existing bondholders and
        other creditors that may result in a change in the
        equity, capitalization and ownership of the shares of
        client or its assets; and

      * prepare calculations and apply the appropriate federal,
        state and local tax law to historic information
        regarding changes in ownership of client's stock to
        calculate whether any of the shifts in stock ownership
        may have caused an ownership change that will restrict
        the use of tax attributes; and

  (e) provide fresh start accounting advisory services,
      including assisting, participating and teaming with the
      company-sponsored project management team for certain
      activities that include developing detailed work plans,
      company and E&Y LLP resource requirements, project
      timelines, communication and status reporting protocols,
      expected deliverables and management training activities,
      which will include assistance with the identification of
      assets and liabilities for which fair value adjustments
      will be required.

E&Y will be paid according to its hourly rates for specific
services rendered:

                         Tax Compliance        Fresh Start
                             Services        Acctg. Services
                           ------------      ---------------
  Position                 Hourly Rates        Hourly Rates
  --------                 ------------        ------------
  Partner                      $550                $450
  Executive Director           $490                  --
  Senior Manager               $382                $300
  Manager                      $213                $250
  Senior                       $191                $200
  Staff                        $147                $150

E&Y will also be paid for Partnership Allocation Services and the
Chapter 11 Bankruptcy Tax Assistance Services based on these
hourly rates:

           Position                     Hourly Rates
           --------                     ------------
           Partner/Principal          $790 - $1,0104
           Executive Director            $688 - $805
           Senior Manager                $688 - $750
           Manager                       $575 - $645
           Senior                        $400 - $505
           Staff                         $175 - $285

In addition to the hourly rates, the Debtors will also reimburse
E&Y's direct expenses incurred in connection with its retention in
the bankruptcy cases.

As of the Petition Date, E&Y was not owed any amounts by the
Debtors.  However, as of May 19, 2009, the Debtors owed E&Y
approximately $300,000 in respect of services provided
postpetition, discloses Gregory L. Doody, the Debtors' chief
restructuring officer and senior counsel.

Mr. Doody also reveals that during the 90 days immediately
preceding the Petition Date, the Debtors paid to E&Y fees totaling
$1,250,000, which were received by E&Y as a retainer.  E&Y is
currently holding the remaining portion of the retainer, totaling
approximately $136,000, which will be applied by E&Y LLP in
payment of compensation and reimbursement of expenses incurred in
the future, subject to prior Court approval.

All requests of E&Y for payment of indemnity pursuant to the
Engagement Letters will be made by means of an application, and
will be subject to review by the Court to ensure that payment of
the indemnity conforms to the terms of the Engagement Letters, and
is reasonable based upon the circumstances of the litigation or
settlement in respect of which indemnity is sought, provided that
in no event will E&Y be indemnified in the case of its own bad-
faith, self-dealing, breach of fiduciary duty, gross negligence,
or willful misconduct, Mr. Doody tells Judge Peck.

David DesPain, a partner at E&Y, assures the Court that his firm
does not hold nor represent any interest materially adverse to the
Debtors in matters for which the firm is proposed to be retained.
He adds that E&Y is a "disinterested person" as that term is
defined in Section 101 (14) of the Bankruptcy Code.

                         *     *     *

Judge James M. Peck approved the application.

During the pendency of the Chapter 11 cases and without prejudice
to E&Y, Judge Peck ruled that E&Y will not employ independent
contractors to provide professional services to the Debtors or
otherwise with respect to their cases, provided that, with respect
to independent contractors, the provision will not apply to
services related to non-professional expenses.

All requests of E&Y for payment of indemnity pursuant to the
Engagement Letters will be made by means of a fee application and
will be subject to review by the Court to ensure that payment of
the indemnity conforms to the terms of the Engagement Letters, and
is reasonable based on the circumstances of the litigation or
settlement in respect of which indemnity is sought, provided that
in no event will E&Y be indemnified in the case of its own bad-
faith, self-dealing, breach of fiduciary duty, gross negligence or
willful misconduct.

The Court further ordered that in no event will E&Y be indemnified
if the Debtors or a representative of the bankruptcy estates
asserts a claim for, and a court determines by final order that
the claim arose out of, E&Y's own willful misconduct.

                  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 March 31, 2009,
the Debtors had total assets of $13,650,000,000, and total
liabilities of $24,501,000,000, resulting in total shareholders'
deficit of $10,851,000,000.

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)


CHARTER COMMUNICATIONS: Court Okays KMPG Employment as Auditor
--------------------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York authorized Charter Communications Inc. and
its debtor-affiliates to employ KPMG LLP as their auditor, nunc
pro tunc to their petition date, pursuant to the parties' two
separate engagement letters dated April 28, 2008, and February 6,
2009.

As auditor, KPMG will:

  (a) issue reports on:

      * the consolidated balance sheets of the Debtors as of
        December 31, 2008, and 2007, the related consolidated
        statements of operations, changes in shareholders'
        deficit and member's equity/deficit, and cash flows for
        each of the years in the three-year period ended
        December 31, 2008;

      * certain of the Debtors' effectiveness of internal
        control over financial reporting as of December 31,
        2008, as described in the Engagement Letters;

      * with respect to the application of certain debt
        compliance requirements set forth in the outstanding
        indentures and bank facility agreements of the Debtors
        as of December 31, 2008;

  (b) review the condensed consolidated balance sheets of the
      Debtors and the related condensed consolidated statements
      of operations and cash flows for the quarterly and year-
      to-date periods in 2008 as set forth in further detail in
      the Engagement Letter dated April 14, 2008;

  (c) review the condensed consolidated balance sheets of the
      Debtors and the related condensed consolidated statements
      of operations and cash flows for the quarterly and year-
      to-date periods in 2009 as set forth in further detail in
      the Engagement Letter dated February 6, 2009; and

  (d) provide other consulting, advice, research, planning, and
      analysis regarding audit services and accounting matters
      as may be necessary, desirable or requested by the Debtors
      during the course of the Chapter 11 cases.

KPMG will be paid for its services based on its normal hourly
billing rates, subject to certain reductions as set forth in the
Engagement Letters, depending upon the types of services to be
rendered.  The range of normal and customary hourly rates for
audit and accounting services to be rendered by KPMG are:

    Partners                        $650 - $850
    Managing Directors/Directors    $600 - $800
    Senior Managers                 $575 - $750
    Managers                        $475 - $650
    Senior Associates               $375 - $525
    Associates                      $175 - $275
    Para-Professionals              $100

KPMG will also be reimbursed for reasonable and necessary expenses
incurred in providing its professional services to the Debtors.

Gregory L. Doody, the Debtors' chief restructuring officer and
senior counsel, informs the Court that KPMG received a $670,350
retainer on January 26, 2009.  On the Petition Date, there was an
unused retainer balance of $25,000, which will be applied in the
final fee application against payment for services rendered,
disbursements made, and expenses incurred on behalf of the
Debtors.  To the extent the Application is granted, he says, KPMG
has agreed to waive amounts owed, if any, for professional
services rendered prior to the Petition Date.

Mr. Doody avers that the Debtors intend that the services of KPMG
will complement, and not duplicate the services rendered by any
other professional retained in the bankruptcy cases.

Gerald J. Carlson, a certified public accountant and a partner of
KPMG, assures the Court that KPMG (i) does not hold or represent
any interest adverse to the Debtors or their estates, and (ii) is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Notwithstanding anything in the application to employ KPMG, the
declaration submitted by KPMG's partner, Gerald J. Carlson, or the
Engagement Letters to the contrary, Judge Peck ruled that during
the pendency of the Debtors' Chapter 11 cases and without
prejudice to KPMG seeking different terms in other cases, KPMG
will not employ tax professionals from member firms of KPMG
International without Court approval, and will not employ
independent contractors to provide professional services to the
Debtors or otherwise with respect to the cases, provided that,
with respect to independent contractors, the condition will not
apply to services related to non-professional expenses.

All requests of KPMG for payment of indemnity pursuant to the
Engagement Letters will be made by means of an application, and
will be subject to review by the Court to ensure that payment of
the indemnity conforms to the terms of the Engagement Letters, and
is reasonable based upon the circumstances of the litigation or
settlement in respect of which indemnity is sought, provided that
in no event will KPMG be indemnified in the case of its own bad-
faith, self-dealing, breach of fiduciary duty, gross negligence or
willful misconduct.

                  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 March 31, 2009,
the Debtors had total assets of $13,650,000,000, and total
liabilities of $24,501,000,000, resulting in total shareholders'
deficit of $10,851,000,000.

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)


CHARTER COMMUNICATIONS: Creditors Panel Can Hire Ropes & Gray
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Charter
Communications Inc. and its debtor-affiliates' Chapter 11 cases
sought and obtained permission from the U.S. Bankruptcy Court for
the Southern District of New York to retain Ropes & Gray LLP as
its counsel in connection with the Debtors' bankruptcy cases, nunc
pro tunc to April 15, 2009.

As counsel, Ropes & Gray will:

  (a) advise the Creditors Committee with respect to rights,
      duties and powers in the Chapter 11 cases;

  (b) assist and advise the Creditors Committee:

      * in its consultations with the Debtors relative to the
        administration of the cases;

      * with its communications to the general creditor body
        regarding significant matters in the cases; and

      * with respect to any legislative, regulatory or
        governmental activities;

  (c) assist the Creditors Committee in:

      * analyzing the claims of the Debtors' creditors and
        capital structure, and in negotiating with holders of
        claims and equity interests;

      * its investigation of the Debtors' acts, conduct, assets,
        liabilities and financial conditions, as well as
        business operations;

      * its analysis of, and negotiations with the Debtors or
        any third parties concerning matters related to, among
        other things, the assumption or rejection of certain
        leases of non-residential real property and executory
        contracts, asset dispositions, financing or other
        transactions, and the terms of one or more plans of
        reorganization for the Debtors and accompanying
        disclosure statements and related plan documents; and

      * its review and analysis of the Debtors' various
        commercial agreements;

  (d) represent the Creditors Committee at all hearings and
      other proceedings;

  (e) review and analyze applications, order, statements of
      operations and schedules filed with the Court, and advise
      the Creditors Committee as to their propriety and, to the
      extent deemed appropriate by the Creditors Committee,
      support, join or object to them;

  (f) prepare, on the Creditors Committee's behalf, any
      pleadings, including motions, memoranda, complaints,
      adversary complaints, objections or comments in
      furtherance of the Creditors Committee's interests and
      objectives;

  (g) investigate and analyze any claims against the Debtors'
      non-debtor affiliates and lenders;

  (h) advise the Creditors Committee with respect to any sales
      of the Debtors' assets; and

  (i) perform other legal services as may be required.

Ropes & Gray will be paid in its current hourly rates and
reimbursed for necessary costs and expenses incurred in connection
with its legal services.  Ropes & Gray's current hourly rates are:

     Position                       Billing Rate
     --------                       ------------
     Partners                       $635 to $945
     Special Counsel & Counsel      $505 to $950
     Associates                     $240 to $645
     Paraprofessionals              $115 to $280

The professionals of Ropes & Gray and their current hourly rates
that are expected to have primary responsibility for providing
services to the Creditors Committee are:

     Professional            Position       Rate
     ------------            --------       ----
     David S. Elkind         Partner        $815
     Mark R. Somerstein      Partner        $780
     Keith H. Wofford        Partner        $745
     Nila Williams           Associate      $565
     Sarah Harris Weiss      Associate      $340
     Dana Myers              Associate      $340
     Therese Scheuer         Associate      $330

Mark R. Somerstein, Esq., a partner at Ropes & Gray, assured the
Court that the firm represents no interest adverse to the Debtors'
bankruptcy estates, creditors or the Creditors Committee.  He adds
that Ropes & Gray is a "disinterested person" within the meaning
of Section 101 (14) of the Bankruptcy Code.

                  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 March 31, 2009,
the Debtors had total assets of $13,650,000,000, and total
liabilities of $24,501,000,000, resulting in total shareholders'
deficit of $10,851,000,000.

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)


CHEMTURA CORP: Chemtura Files Lawsuit Against Occidental Chemical
-----------------------------------------------------------------
Chemtura Corp., a specialty chemical manufacturer, has filed a
lawsuit in the U.S. Bankruptcy Court for the Southern District of
New York against Occidental Chemical Corp., claiming that the
chemical manufacturer violated bankruptcy law by failing to ship a
product known as Dichlor 60 under a long-term contract,
Bloomberg's Bill Rochelle reports.  Dichlor 60 is used in making
swimming pool chemicals.

Chemtura has asked the Court to enter an injunction compelling
Dallas-based OxyChem to ship the goods.

OxyChem said Chemtura created the problem for itself when it
failed to provide a required forecast and when it called for
shipments outside of contract requirements.

OxyChem asserted that this is a mere contract dispute and that it
has not violated the so-called automatic stay.

                        About Chemtura Corp

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

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

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

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


CHRYSLER LLC: Finalizes Sale to Fiat; New Chrysler Emerges
----------------------------------------------------------
Chrysler Group LLC and Fiat Group disclosed June 10, 2009, that
they have finalized their previously announced global strategic
alliance, forming a "new" Chrysler that has the resources,
technology and worldwide distribution network required to compete
effectively on a global scale. The new Chrysler will begin
operations immediately.

As part of the alliance, Fiat will contribute to Chrysler its
world-class technology, platforms and powertrains for small- and
medium-sized cars, allowing the company to offer an expanded
product line including environmentally friendly vehicles
increasingly in demand by consumers. Chrysler will also benefit
from Fiat's management expertise in business turnaround and access
to Fiat's international distribution network with particular focus
on Latin America and Russia.

"This is a very significant day, not only for Chrysler and its
dedicated employees, who have persevered through a great deal of
uncertainty during the past year, but for the global automotive
industry as a whole," said Sergio Marchionne, who was named Chief
Executive Officer of Chrysler Group LLC. "From the very beginning,
we have been adamant that this alliance must be a constructive and
important step towards solving the problems impacting our
industry. We now look forward to establishing a new paradigm for
how automotive companies can operate profitably going forward."

Mr. Marchionne continued: "We intend to build on Chrysler's
culture of innovation and Fiat's complementary technology and
expertise to expand Chrysler's product portfolio both in North
America and overseas. Those Chrysler operations assumed by the new
company that were idled during this process will soon be back up
and running, and work is already underway on developing new
environmentally friendly, fuel-efficient, high-quality vehicles
that we intend to become Chrysler's hallmark going forward.

"The same attributes that first attracted us to this alliance -- a
global automotive company with first-class technology, a devoted
workforce, improved efficiency, a strong, global distribution
network and an unyielding passion for building great cars that
consumers want -- are even more true today. While it does not
solve every issue faced by the automotive industry today, this
alliance, established with the full support of President Obama's
Administration, is a very significant step toward positioning Fiat
and Chrysler to be leaders among the next breed of global
automakers. This has, I know, been a difficult process for
everyone involved, but we are ready to prove to the American
consumer that Chrysler can once again be a strong, competitive
company that produces a full portfolio of reliable vehicles that
capture the imagination and inspire loyalty," Mr. Marchionne said.

Under the terms approved by the U.S. Bankruptcy Court in New York
and various regulatory and antitrust regulators, the company
formerly known as Chrysler LLC on June 10 formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC.

Chrysler Group in turn issued to a subsidiary of Fiat a 20 percent
equity interest on a fully diluted basis in the new company. Fiat
has also entered into a series of agreements necessary to transfer
certain technology, platforms and powertrains to the new Chrysler.
Fiat's equity interest will increase in increments by up to a
total of 35 percent in the event that certain milestones mandated
by the agreement are achieved, but Fiat cannot obtain a majority
stake in Chrysler until all taxpayer funds are repaid.

Similarly, the United Auto Workers' Retiree Medical Benefits
Trust, a voluntary employees' beneficiary association trust has
been issued an equity interest in Chrysler Group equal to 55
percent on a fully diluted basis. The U.S. Treasury and the
Canadian Government have been issued an equity interest equal to 8
percent and 2 percent on a fully diluted basis, respectively.
These interests reflect the anticipated share dilution as a result
of Fiat's incremental equity assumption once the milestones
outlined in the strategic alliance agreement are achieved.

In addition to Mr. Marchionne, currently the Chief Executive
Officer of Fiat S.p.A. serving as CEO, the new Chrysler will be
managed by a nine-member Board of Directors, consisting of three
directors to be appointed by Fiat, four directors to be appointed
by the U.S. Government, one director to be appointed by the
Canadian Government and one director to be appointed by the United
Auto Workers' Retiree Medical Benefits Trust. The Board is
expected to name C. Robert Kidder as Chairman. The process of
determining additional board members is continuing and updates
will be announced as appropriate.

As previously announced, Chrysler has entered into an agreement
with GMAC Financial Services to provide automotive financing
products and services to the Company's North American (NAFTA)
dealers and customers. GMAC Financial Services will be the
preferred lender in North America for Chrysler, Jeep(R) and Dodge
dealer and consumer business, including wholesale of new and used
vehicles as well as retail.

                        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: Chrysler Group Discloses Organizational Structure
---------------------------------------------------------------
As Chrysler Group LLC prepares to begin operations, the new
company formed in alliance with Fiat Group disclosed June 10,
2009, an organizational restructuring to focus on the Chrysler,
Jeep(R), Dodge and Mopar(R) brands. The new leaner, flatter
structure is intended to restore brand promise and dealer
confidence. All appointments are effective immediately.

"I personally feel privileged to have the opportunity to lead the
new Chrysler and to work with senior management to build this
company and our great brands into all we know they can and should
be," said Sergio Marchionne, who was named Chief Executive Officer
of Chrysler Group LLC. "That effort starts with leadership."

Chrysler Group's new organization is based on a global brand-
focused structure comprised of the Chrysler, Jeep, Dodge and Mopar
brands, each with full profit and loss accountability. Common
Commercial, Industrial and Corporate functions have been put in
place to support the development, manufacture, distribution and
sale of Chrysler, Jeep and Dodge products and Mopar parts by the
brand organizations.

"The new company's leadership structure has been developed to
rebuild and grow the four iconic Chrysler brands," said Mr.
Marchionne. "With a flattened organization designed to give
leaders broad spans of control, we are able to increase the speed
of decision-making and improve communication flow, ultimately
bringing Chrysler Group management and employees closer to our
customers."

To assist the new company in the transition, Jim Press is
appointed Deputy CEO and Special Advisor, reporting to Mr.
Marchionne. In this position, Mr. Press will be instrumental in
the restructuring of the Chrysler Group LLC. Mr. Press served most
recently as Chrysler LLC Vice Chairman & President.

               Brand and Commercial Organizations

Mr. Marchionne added: "The focus of the Brand organization is to
rebuild and grow the company's four brands, beginning with their
strong heritage. The structure is designed to focus on external
competition, avoiding product overlap while maintaining the
highest possible level of industrial optimization. The new company
will align its networks with the brand positions, to restore brand
promise and dealer confidence."

In support of the Chrysler Group's brand operations, the company
disclosed these appointments reporting to Mr. Marchionne:

   * Peter Fong is appointed President & Chief Executive Officer,
     Chrysler Brand, with full profit and loss responsibility for
     the Chrysler product portfolio. Mr. Fong will be the lead
     executive for the Sales organization with enterprise-wide
     responsibility. He served most recently as the Director of
     the Mid-Atlantic Business Center.

   * Michael Manley is appointed President & Chief Executive
     Officer, Jeep Brand, with full profit and loss responsibility
     for the Jeep product portfolio. Mr. Manley will also have
     enterprise-wide responsibility for the Product Planning
     organization with responsibility for coordinating the product
     plan and volume requirements of the Chrysler, Jeep and Dodge
     brand functions. He will work with the other brand Presidents
     to translate these into operating plans for the product
     development and manufacturing organizations. Mr. Manley
     served most recently as Executive Vice President,
     International Sales & Global Product Planning Operations.

   * Michael Accavitti is appointed President & Chief Executive
     Officer, Dodge Brand, with full profit and loss
     responsibility for the Dodge product portfolio. Mr. Accavitti
     will also have enterprise-wide responsibility for the
     Marketing organization with responsibility to coordinate
     worldwide marketing strategies, brand development and
     advertising for the Chrysler, Jeep and Dodge brands. Mr.
     Accavitti served most recently as Director, Dodge Brand
     Marketing.

   * Pietro Gorlier is appointed President & Chief Executive
     Officer, Mopar Service & Parts and Customer Services, with
     full profit and loss responsibility for the Mopar product
     portfolio and Service & Parts operations as well as
     Chrysler's Customer Service operations. Mr. Gorlier will have
     shared accountability with the brands, responsible for parts
     and services growth and delivery and an integrated world-
     class approach to customer support. Mr. Gorlier joins
     Chrysler Group from Fiat Group Automobiles and CNH, where he
     most recently served as the head of the Network and Owned
     Dealerships organization.

   * Joe ChamaSrour will continue to lead the new company's
     operations in Mexico as President & CEO, Chrysler de Mexico.

   * Reid Bigland will continue to lead the new company's
     operations in Canada as President & CEO, Chrysler Canada.

Following a lengthy career with Chrysler, Steven Landry, Executive
Vice President, North American Sales & Marketing, Global Service &
Parts, has announced his intention to retire. Mr. Landry has
offered to assist the new company in the transition.

In addition to the appointments of the Brand CEOs, in support of
the commercial operations, Chrysler Group LLC made this
appointment reporting to Mr. Marchionne:

   * Peter Grady is appointed to lead the Network Development &
     Fleet organization as Vice President. His responsibilities
     include ensuring that the Chrysler Group's restructured
     dealer network operates at the highest possible level to
     ensure optimal sales volumes for Chrysler, Jeep and Dodge
     products. He is also responsible for managing Chrysler
     Group's fleet sales organization. Mr. Grady recently served
     as Director, Franchise Planning and Administration.

"Control over commercial and industrial investments is related to
the brand," said Mr. Marchionne. "Therefore we have developed a
matrix-based organization where team work and a disciplined
management process are at the core of its success. Understanding
the management decision-making process and individual roles are
key."

                     Industrial Organizations

In support of the industrial operations of Chrysler Group LLC,
these appointments were made, reporting to Mr. Marchionne:

   * Scott Kunselman is appointed to lead the Product Engineering
     organization as Senior Vice President. Mr. Kunselman replaces
     Frank Klegon, who has announced his intention to retire after
     a distinguished career with Chrysler. In this position, Mr.
     Kunselman has responsibility for all product development
     strategy and advance-vehicle engineering. He also oversees
     product-development processes, testing and validation. Mr.
     Kunselman recently served as Vice President, Truck Product
     Team and Core Team Leader.

   * Ralph Gilles will continue to lead the Product Design
     organization as Senior Vice President.

   * Frank Ewasyshyn will continue to lead the Manufacturing
     organization as Executive Vice President and assumes
     responsibility for the World Class Manufacturing processes
     which are in the process of being rolled out throughout
     Chrysler's manufacturing footprint.

   * Doug Betts will continue to lead the Quality organization as
     Senior Vice President.

   * Scott Garberding will continue to lead the Procurement
     organization as Senior Vice President.

   * Michael Keegan is appointed to lead the Supply Chain
     Management organization as Senior Vice President. In this
     position, Mr. Keegan is responsible for the critical volume
     planning and logistics functions in close coordination with
     the Brand CEOs. Mr. Keegan is also responsible for driving
     dramatic improvements in service levels, working capital
     efficiency and complexity reduction; optimizing demand and
     supply to benefit balancing the needs and requirements of the
     individual brands; and, establishing consistent and effective
     supply chain processes. Mr. Keegan recently served as Vice
     President, Volume Planning and Sales Operations.

             Corporate and Functional Organizations

Mr. Marchionne added: "As we work to rebuild Chrysler to its
rightful place, our corporate support functions have a critical
role. These organizations provide systems, processes, knowledge
and tools to sustain the business requirements. They also ensure
consistency across the company and most important, compliance to
applicable laws and regulations worldwide."

In support of the corporate needs of Chrysler Group LLC, these
appointments were made, reporting to Mr. Marchionne:

   * Richard Palmer is appointed to lead the Finance organization
     as Senior Vice President and Chief Financial Officer. In this
     position, he is responsible for all of Chrysler Group LLC's
     finance activities including Corporate Controlling, Treasury
     and Tax. Mr. Palmer joins Chrysler Group LLC from Fiat Group
     Automobiles, where held the position of Chief Financial
     Officer. Mr. Palmer replaces Ron Kolka who will lead the
     orderly wind down of Chrysler LLC.

   * Jan Bertsch will continue to lead the Information Technology
     organization as Senior Vice President, Treasurer and Chief
     Information Officer. She will continue in her Treasury role
     reporting to Richard Palmer.

   * Nancy Rae will continue to lead the Human Resources
     organization as Executive Vice President.

   * Holly Leese will continue to lead the Legal organization as
     Senior Vice President and General Counsel for Chrysler Group
     LLC.

   * Gualberto Ranieri is appointed to lead the Communications
     organization as Senior Vice President. Mr. Ranieri joins
     Chrysler Group LLC from Fiat Group, where he led the
     International Communications function. Concurrently he has
     been responsible for the Communications function for Case New
     Holland, a leading manufacturer and seller of agriculture and
     construction machinery, which is part of the Fiat Group.

   * Laurie Macaddino is appointed to lead the Audit organization
     as Vice President. In this position, she will report on a
     dotted-line basis to the Chairman and the Audit Committee of
     the Board of Directors. Ms. Macaddino recently served as Vice
     President, Finance Operations.

   * John T. Bozzella will continue to lead the External Affairs
     organization as Senior Vice President.

   * Barb Pilarski has been appointed to lead the Business
     Development organization as Vice President. Ms. Pilarski
     recently served as Executive Director, Mergers &
     Acquisitions, NAFTA and South America.

   * Mark Chernoby has been appointed Vice President, Executive
     Coordinator and C/D Segment Product Engineering. In this
     position, he will lead the C/D Segment Product Engineering
     and be the executive coordinator for the management team.

With these appointments, the restructuring of the supporting
Chrysler Group LLC organizations begins immediately. Final
additional organization structures to be announced upon
completion.

"As we begin the process of redesigning the new Chrysler and
moving toward our new place in the American - and global -
automotive industry, I would like to take the opportunity to thank
the men and women of the company for their many contributions,"
Mr. Marchionne said. "Chrysler has been through a great deal of
hardship and uncertainty over the recent past and I want to
recognize their commitment."

Under the terms approved by the U.S. Bankruptcy Court in New York
and various regulatory and antitrust regulators, the company
formerly known as Chrysler LLC on June 10 formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC.

In addition to Mr. Marchionne, currently the Chief Executive
Officer of Fiat S.p.A. serving as CEO, Chrysler Group LLC will be
managed by a nine-member Board of Directors, consisting of three
directors to be appointed by Fiat, four directors to be appointed
by the U.S. Government, one director to be appointed by the
Canadian Government and one director to be appointed by the United
Auto Workers' Retiree Medical Benefits Trust. The Board is
expected to name C. Robert Kidder as Chairman. The process of
determining additional board members is continuing and updates
will be announced as appropriate.

                        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: Court Allows Rejection of 789 Dealership Agreements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Chrysler LLC and its debtor-affiliates' request to reject
789 dealership agreements effective as of June 9, 2009.  All
objections, to the extent not otherwise resolved, were overruled.

Judge Arthur Gonzalez's order, filed Tuesday afternoon, came after
two days of hearings in which dozens of dealers and their lawyers
argued that little would be gained by terminating the franchises,
notes Michael J. de la Merced of The New York Times.  At the
hearing held Tuesday which lasted more than four hours, Chrysler
guaranteed dealers who are losing their franchises that it would
find others to take their unsold vehicles.

"The Debtors have implemented a reallocation program under which
qualified new Chrysler, Dodge and Jeep vehicles held by consenting
Affected Dealers will be purchased from the Affected Dealers by
remaining authorized dealers on terms and conditions substantially
similar to the repurchase of vehicles that otherwise would occur
under certain Dealers Laws upon a termination of a dealership,"
the order stated.

Judge Gonzalez also said that rejected dealers could file for
damages.

All Affected Dealers, who wish to assert claims against the
Debtors arising out of or related to the rejection of the Rejected
Agreements, must file a proof of claim no later than the general
bar date to be established by the Court in the bankruptcy cases
under Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
or make any administrative claim request by other applicable
deadline or procedures, the Judge explained.  All issues relating
to the allowance, amount, priority and treatment of any Rejection
Damage Claim or any other claim asserted by the Affected Dealers
are preserved.

Judge Gonzalez ruled that the rejection of the Dealership
Agreements (i) constitutes an exercise of sound business judgment
by the Debtors, made in good faith and for legitimate commercial
reasons, (ii) is appropriate and necessary under the circumstances
and the evidentiary record among others, and (iii) is warranted
and permissible under Sections 105 and 365 of the Bankruptcy Code
and Rule 6006 of the Federal Rules of Bankruptcy Procedure.  None
of the evidence provided by the Debtors, Affected Dealers or any
other party-in-interest that was admitted into evidence in
connection with the rejection motion, the objections, the hearing
and the Order will be treated as res judicata or collateral
estoppel as to the Debtors, their bankruptcy estates, Affected
Dealers or any other party-in-interest, nor will any evidence have
preclusive effect on the parties, Judge Gonzalez maintained.

As a result of the rejection of the 789 Dealer Agreements, each
Affected Dealer will have no further rights to act as an
authorized dealer of the Debtors, and is no longer authorized to,
among other things:

  (a) undertake any advertising, sales, repair or service of any
      of the Debtors' products as an Authorized Dealer under the
      terms of the Rejected Dealer Agreements;

  (b) hold itself out to any third party as an Authorized Dealer
      of the Debtors for any purpose; and

  (c) display, distribute or otherwise use any signage,
      promotional or other materials bearing or containing the
      Debtors' trademarks, tradenames and servicemarks, except
      that it may use the Debtors' descriptive brand and vehicle
      model names solely for the purpose of identifying and
      advertising its inventory for sale to the extent permitted
      by applicable law for a party that is not an Authorized
      Dealer of the Debtors.

A full-text copy of the Rejection Order with the list of the
Rejected Dealer Agreements is available for free at:

  http://bankrupt.com/misc/Chrysler_Order_789Dealer_Rejection.pdf

In a separate minute order, Judge Gonzalez denied the request of
Crain CDJ, LLC, to continue the hearing on the rejection motion
for a period of not less than 90 calendar days from June 3, 2009.
Judge Gonzalez said Crain CDJ apparently abandoned the matter
since no party appeared on its behalf at the hearing held June 3.
The Court further noted that the rejection hearing was heard since
then without any further reference by Crain CDJ to its request for
continuance.

Prior to the Court's entry of its ruling allowing rejection of the
Dealership Agreements, the Committee of Chrysler Affected Dealers
filed with the Court a proposed order granting the rejection
motion.  The Debtors have also previously filed its proposed
order.

                        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: Fitch Withdraws Ratings
-------------------------------------
Fitch Ratings has withdrawn these ratings on Chrysler LLC:

     -- Issuer Default Rating (IDR) 'D';

     --senior secured first-lien bank loan 'CC/RR3'; and

     -- senior secured second-lien bank loan 'C/RR6'.

Ratings may be withdrawn after 30 days have elapsed after a
default.  Fitch downgraded Chrysler's IDR to 'D' on April 30,
2009, after Chrysler filed for Chapter 11 bankruptcy.  The Company
recently sold most of its assets to a new entity, Chrysler Group
LLC.


CHRYSLER LLC: Sale of Assets to Fiat Cues S&P to Withdraw Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its ratings on
Chrysler LLC, including the 'D' corporate credit rating.

"The rating withdrawal follows the sale of substantially all of
the company's assets to a new entity, Chrysler Group LLC," said
Standard & Poor's credit analyst Robert Schulz.  The sale is part
of the Chapter 11 bankruptcy proceedings of Chrysler LLC, which
filed for bankruptcy on April 30, 2009.

Under the operating agreement for unrated Chrysler Group LLC, the
company initially will be owned 20% by Fiat SpA (BB+/Watch Neg/B),
and Fiat may increase its stake to 35% if certain performance
milestones are met.  Assuming Fiat's stake increases to 35%,
Chrysler's primary labor union, the United Auto Workers, will own
55% of the company and the U.S. Treasury and Canadian government
will own 8% and 2%, respectively.

As part of the sale, Chrysler Group LLC was to pay $2 billion in
cash to Chrysler LLC, in addition to assuming certain obligations.
Under the court-approved sale, the $2 billion was to be paid
directly to the secured $6.93 billion pre-petition creditors of
Chrysler LLC.  The transaction did not provide for any payment
from the proceeds for any of the $1.5 billion pre-petition second-
lien lenders.  Secured lenders of Chrysler LLC may receive
additional proceeds from the eventual liquidation of the remaining
assets of the company, but we do not expect these proceeds to be
significant.


CITY CROSSING: Investor Sues Developer for Defrauding Creditors
---------------------------------------------------------------
Steve Green at Las Vegas Sun reports that a City Crossing 1 LLC
investor has filed a lawsuit against developer William Plise for
allegedly defrauding creditors by conveying his assets to other
parties.

Las Vegas Sun relates that Eliot A. Alper, trustee of the Eliot A.
Alper Revocable Trust, the Alper Limited Partnership, and
Spacefinders Realty Inc., filed the lawsuit in the Clark County
District Court last week, claiming that the "defendant has
conveyed his assets to (unknown) persons and/or entities . . . for
the purpose of defrauding creditors and hindering and delaying
collection of the indebtedness owed to creditors including
plaintiffs."

Las Vegas Sun states that after City Crossing defaulted on a
$14 million loan, one of the City Crossing parcels securing the
loan was sold at a trustee's sale in December 2008.  After the
sale, $10 million was owed on the note, says Las Vegas Sun.  City
Crossing defaulted on a second loan of $25 million and after land
securing that note was auctioned off, about $16.87 million was
still owed to the Alper creditors, Las Vegas Sun relates, citing
Mr. Alper.  Mr. Alper said in court documents that Mr. Plise has
breached guarantees to cover the alleged deficiencies.

Mr. Alper is asking the court to garnish the allegedly transferred
assets and turn them over to the investors, Las Vegas Sun reports.

Las Vegas, Nevada-based City Crossing 1, LLC, is the developer of
the City Crossing -- a planned 126-acre, 6-million-sf mixed-use
development in Henderson, Nevada.  The company filed for Chapter
11 relief on June 2, 2008 (Bankr. D. Nev. Case No. 08-15780).
Jeanette E. McPherson, Esq., and Lenard E. Schwartzer, Esq., at
Schwartzer & McPherson Law Firm, Melanie Scott, Esq., and Roberto
J. Kampfner, Esq., at White & Case LLP, represent the Debtor as
counsel.  In its schedules, the Debtor disclosed total assets of
$242,025,172, and total debts of $194,201,534.


CLEAR CHANNEL: March 31 Balance Sheet Upside-Down by $3.3 Bil.
--------------------------------------------------------------
Clear Channel Communications, Inc.'s balance sheet at March 31,
2009, showed total assets of $22.0 billion and total liabilities
of $25.4 billion, resulting in a members' deficit of $3.3 billion.

For three months ended March 31, 2009, net loss attributable to
the Company was $418.2 million compared with net income of
$799.6 million for the same period in the previous year.

                   Liquidity and Capital Resources

Cash flow used in operating activities for the three months ended
March 31, 2009, reflects a loss before discontinued operations of
$428.0 million, plus depreciation and amortization of
$175.6 million and $61.6 million related to the amortization of
debt issuance costs and accretion of fair value adjustments from
the debt issued to consummate the merger.

Cash flow from operating activities for the first quarter of 2008
reflects income before discontinued operations of $169.8 million,
plus depreciation and amortization of $152.3 million and deferred
taxes of $42.7 million.  In addition, the Company recorded a
$75.6 million gain in equity in earnings of non-consolidated
affiliates related to the sale of its 50% interest in Clear
Channel Independent based on the fair value of the equity
securities received.

Based on its current and anticipated levels of operations and
conditions in its markets, the Company believe that cash flow from
operations well as cash on hand will enable the Company to meet
its working capital, capital expenditure, debt service and other
funding requirements for at least the next 12 months.  The Company
borrowed approximately $1.6 billon of remaining availability under
its $2.0 billion revolving credit facility to improve its
liquidity position in light of continuing uncertainty in credit
market and economic conditions on Feb. 6, 2009.  As of June 3,
2009, the outstanding balance on this facility was $1.8 billion
and taking into account letters of credit of $177.1 million, $33.4
million was available to be drawn.

The Company and its subsidiaries may from time to time pursue
various financing alternatives, including retiring or purchasing
its outstanding indebtedness through cash purchases, prepayments
and exchanges for newly issued debt or equity securities or
obligations, in open market purchases, privately negotiated
transactions or otherwise.  The Company may also sell certain
assets or properties and use the proceeds to reduce its
indebtedness or the indebtedness of its subsidiaries.  The
repurchases, prepayments, exchanges or sales, if any, could have a
material positive or negative impact on its liquidity available to
repay outstanding debt obligations or on its consolidated results
of operations.  These transactions could also require or result in
amendments to the agreements governing outstanding debt
obligations or changes in its leverage or other financial ratios,
which could have a material positive or negative impact on its
ability to comply with the covenants contained in Clear Channel's
debt agreements.  The purchases, prepayments, exchanges or sales,
if any, will depend on prevailing market conditions, its liquidity
requirements, contractual restrictions and other factors.  The
amounts involved may be material.

A full-text copy of Clear Channel's Form 10-Q for the quarter
ended March 2009 is available for free at:

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

                About Clear Channel Communications

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

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

                          *     *     *

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


CLEAR CHANNEL: Unit Pursues Alternative to Pay Intercompany Note
----------------------------------------------------------------
Clear Channel Communications Inc. disclosed in a filing with the
Securities and Exchange Commission that Clear Channel Outdoor
Holdings, Inc., an indirect 89%-owned subsidiary of the Company is
pursuing alternatives to address the maturity of the intercompany
note payable to Clear Channel Communications.

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

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

                          *     *     *

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


COACHMEN INDUSTRIES: Pays in Full $2.3MM Short-Term Demand Note
---------------------------------------------------------------
Coachmen Industries, Inc., disclosed in a filing with the
Securities and Exchange Commission that as of June 4, 2009, it has
paid a $2.3 million short-term demand note in full.

The Company entered into an agreement with Robert J. Deputy, one
of the Company's directors, on March 23, 2009, for the Demand Note
from the Company in exchange for cash loaned to the Company by Mr.
Deputy.

The terms of the Demand Note allowed the note holder to call for
repayment at any time on or after April 20, 2009.  Mr. Deputy
placed his demand for repayment on June 1, 2009.

Coachmen Industries, Inc., is one of America's premier systems-
built construction companies under the ALL AMERICAN HOMES(R) and
MOD-U-KRAF(R) brands, as well as a manufacturer of specialty
vehicles.  Coachmen Industries, Inc. is a publicly held company
with stock listed on the New York Stock Exchange (NYSE) under the
ticker COA.

                           *     *     *

In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.

Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.

Coachmen temporarily closed a plant in Rutherfordton, North
Carolina early in March.  The Company plans to reopen the facility
when the market recovers and demand is sufficient.  "[T]iming
depends on market conditions," the Company said.


COLONIAL BANCGROUP: Fitch Junks Long-term Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has downgraded the ratings of The Colonial BancGroup
and its subsidiaries following Colonial Bank, CNB's bank
subsidiary, entering into an Order to Cease and Desist with the
FDIC and the Alabama State Banking Department on June 9, 2009.
Fitch has placed the ratings on Rating Watch Evolving.

In addition to the requirements to improve management, as well as
certain policies and procedures, Colonial Bank is required to make
improvements in asset quality and improve capital.  In particular,
the C&D requires CNB to increase Colonial Bank's Tier I Leverage
capital ratio to 8% and Total Risk Based Capital ratio to 12% by
Sept. 30, 2009; Colonial's Tier 1 Leverage and Total Risk Based
Capital ratios were 5.45% and 10.78% on March 31, 2009.  Given
this regulatory action, Fitch believes the likelihood of CNB
executing its $300 million pending transaction with the consortium
of investors lead by Taylor Bean & Whitaker may be negatively
impacted.

A part from the C&D, escalating credit problems have continued to
generate significant losses, further weakening the company's
capital position, and eroding the benefit of potential capital
augmentations.  The preponderance of credit concerns remains in
CNB's residential real estate construction portfolio; the majority
of which resides in the troubled Florida market.

Fitch recognizes the positive momentum that has been realized
regarding the pending transaction, as evidenced by the
satisfaction of the due diligence contingency on May 22, 2009.
While the capital augmentation from TBW alone would not allow CNB
to reach the required enhanced capital levels, the additional
$550 million of capital from issuing preferred stock through the
Treasury's Capital Purchase Program should bring the company's
capital ratios into compliance.  The Watch Evolving status
reflects that the ratings could be positively impacted should the
TBW transaction be completed and CNB receive the capital necessary
to comply with the aforementioned C&D capital requirement.
Conversely, should the transaction not come to fruition and CNB
fail to raise the necessary capital through public and private
sources, as well as fail to meet the other requirements of the
C&D, a further downgrade could result.

Fitch has downgraded these ratings and placed them on Watch
Evolving:

The Colonial BancGroup, Inc.

  -- Long-term Issuer Default Rating to 'CCC' from 'B-';
  -- Subordinated debt to 'C/RR6' from 'CCC/RR6';
  -- Short-term IDR to 'C' from ' B'.

Colonial Bank

  -- Long-term IDR to 'B-' from 'B+';
  -- Long-term deposits to 'B/RR3' from 'BB-/RR3';
  -- Subordinated debt to 'CC/RR6' from 'B/RR6';
  -- Individual to 'E' from 'D/E'.

Colonial Capital Trust IV

  -- Preferred stock to 'C/RR6' from 'CC/RR6'.

CBG Florida REIT

  -- Preferred stock to 'C/RR6' from 'CC/RR6'.

In addition, Fitch has affirmed these ratings:

The Colonial BancGroup, Inc.

  -- Individual at 'E'; removed from Watch Negative;
  -- Support at '5';
  -- Support Floor at 'NF'.

Colonial Bank

  -- Short-term IDR at 'B'; removed from Watch Negative;
  -- Short-term deposits at 'B'; removed from Watch Negative;
  -- Support at '5';
  -- Support Floor at 'NF'.


COLONIAL BANK: Fitch Junks Subordinated Debt Rating
---------------------------------------------------
Fitch Ratings has downgraded the ratings of The Colonial BancGroup
and its subsidiaries following Colonial Bank, CNB's bank
subsidiary, entering into an Order to Cease and Desist with the
FDIC and the Alabama State Banking Department on June 9, 2009.
Fitch has placed the ratings on Rating Watch Evolving.

In addition to the requirements to improve management, as well as
certain policies and procedures, Colonial Bank is required to make
improvements in asset quality and improve capital.  In particular,
the C&D requires CNB to increase Colonial Bank's Tier I Leverage
capital ratio to 8% and Total Risk Based Capital ratio to 12% by
Sept. 30, 2009; Colonial's Tier 1 Leverage and Total Risk Based
Capital ratios were 5.45% and 10.78% on March 31, 2009.  Given
this regulatory action, Fitch believes the likelihood of CNB
executing its $300 million pending transaction with the consortium
of investors lead by Taylor Bean & Whitaker may be negatively
impacted.

A part from the C&D, escalating credit problems have continued to
generate significant losses, further weakening the company's
capital position, and eroding the benefit of potential capital
augmentations.  The preponderance of credit concerns remains in
CNB's residential real estate construction portfolio; the majority
of which resides in the troubled Florida market.

Fitch recognizes the positive momentum that has been realized
regarding the pending transaction, as evidenced by the
satisfaction of the due diligence contingency on May 22, 2009.
While the capital augmentation from TBW alone would not allow CNB
to reach the required enhanced capital levels, the additional
$550 million of capital from issuing preferred stock through the
Treasury's Capital Purchase Program should bring the company's
capital ratios into compliance.  The Watch Evolving status
reflects that the ratings could be positively impacted should the
TBW transaction be completed and CNB receive the capital necessary
to comply with the aforementioned C&D capital requirement.
Conversely, should the transaction not come to fruition and CNB
fail to raise the necessary capital through public and private
sources, as well as fail to meet the other requirements of the
C&D, a further downgrade could result.

Fitch has downgraded these ratings and placed them on Watch
Evolving:

The Colonial BancGroup, Inc.

  -- Long-term Issuer Default Rating to 'CCC' from 'B-';
  -- Subordinated debt to 'C/RR6' from 'CCC/RR6';
  -- Short-term IDR to 'C' from ' B'.

Colonial Bank

  -- Long-term IDR to 'B-' from 'B+';
  -- Long-term deposits to 'B/RR3' from 'BB-/RR3';
  -- Subordinated debt to 'CC/RR6' from 'B/RR6';
  -- Individual to 'E' from 'D/E'.

Colonial Capital Trust IV

  -- Preferred stock to 'C/RR6' from 'CC/RR6'.

CBG Florida REIT

  -- Preferred stock to 'C/RR6' from 'CC/RR6'.

In addition, Fitch has affirmed these ratings:

The Colonial BancGroup, Inc.

  -- Individual at 'E'; removed from Watch Negative;
  -- Support at '5';
  -- Support Floor at 'NF'.

Colonial Bank

  -- Short-term IDR at 'B'; removed from Watch Negative;
  -- Short-term deposits at 'B'; removed from Watch Negative;
  -- Support at '5';
  -- Support Floor at 'NF'.


COLONIAL CAPITAL: Fitch Cuts Preferred Stock Rating to 'C/RR6'
--------------------------------------------------------------
Fitch Ratings has downgraded the ratings of The Colonial BancGroup
and its subsidiaries following Colonial Bank, CNB's bank
subsidiary, entering into an Order to Cease and Desist with the
FDIC and the Alabama State Banking Department on June 9, 2009.
Fitch has placed the ratings on Rating Watch Evolving.

In addition to the requirements to improve management, as well as
certain policies and procedures, Colonial Bank is required to make
improvements in asset quality and improve capital.  In particular,
the C&D requires CNB to increase Colonial Bank's Tier I Leverage
capital ratio to 8% and Total Risk Based Capital ratio to 12% by
Sept. 30, 2009; Colonial's Tier 1 Leverage and Total Risk Based
Capital ratios were 5.45% and 10.78% on March 31, 2009.  Given
this regulatory action, Fitch believes the likelihood of CNB
executing its $300 million pending transaction with the consortium
of investors lead by Taylor Bean & Whitaker may be negatively
impacted.

A part from the C&D, escalating credit problems have continued to
generate significant losses, further weakening the company's
capital position, and eroding the benefit of potential capital
augmentations.  The preponderance of credit concerns remains in
CNB's residential real estate construction portfolio; the majority
of which resides in the troubled Florida market.

Fitch recognizes the positive momentum that has been realized
regarding the pending transaction, as evidenced by the
satisfaction of the due diligence contingency on May 22, 2009.
While the capital augmentation from TBW alone would not allow CNB
to reach the required enhanced capital levels, the additional
$550 million of capital from issuing preferred stock through the
Treasury's Capital Purchase Program should bring the company's
capital ratios into compliance.  The Watch Evolving status
reflects that the ratings could be positively impacted should the
TBW transaction be completed and CNB receive the capital necessary
to comply with the aforementioned C&D capital requirement.
Conversely, should the transaction not come to fruition and CNB
fail to raise the necessary capital through public and private
sources, as well as fail to meet the other requirements of the
C&D, a further downgrade could result.

Fitch has downgraded these ratings and placed them on Watch
Evolving:

The Colonial BancGroup, Inc.

  -- Long-term Issuer Default Rating to 'CCC' from 'B-';
  -- Subordinated debt to 'C/RR6' from 'CCC/RR6';
  -- Short-term IDR to 'C' from ' B'.

Colonial Bank

  -- Long-term IDR to 'B-' from 'B+';
  -- Long-term deposits to 'B/RR3' from 'BB-/RR3';
  -- Subordinated debt to 'CC/RR6' from 'B/RR6';
  -- Individual to 'E' from 'D/E'.

Colonial Capital Trust IV

  -- Preferred stock to 'C/RR6' from 'CC/RR6'.

CBG Florida REIT

  -- Preferred stock to 'C/RR6' from 'CC/RR6'.

In addition, Fitch has affirmed these ratings:

The Colonial BancGroup, Inc.

  -- Individual at 'E'; removed from Watch Negative;
  -- Support at '5';
  -- Support Floor at 'NF'.

Colonial Bank

  -- Short-term IDR at 'B'; removed from Watch Negative;
  -- Short-term deposits at 'B'; removed from Watch Negative;
  -- Support at '5';
  -- Support Floor at 'NF'.


CRESCENT RESOURCES: Files for Ch. 11 Protection to Ease Debt Load
-----------------------------------------------------------------
Crescent Resources, LLC, a joint undertaking of Duke Energy Corp.
and Morgan Stanley Real Estate Fund, said Wednesday it had
voluntarily filed for Chapter 11 protection in the U.S. Bankruptcy
Court for the Western District of Texas to ease its debt load and
revamp its capital structure, amid an economic crisis battering it
and other real estate developers, Bankruptcy Law360 reports.

According to the Austin Business Journal, the Company disclosed
that its chief executive, Arthur Fields, has retired and will work
with Crescent in an advisory capacity.  Andrew Hede, Crescent's
chief restructuring officer, has been named CEO.  Crescent's Texas
properties include Rough Hollow, a master planned community in
Lakeway, and Twin Creeks Country Clubs in Cedar Park.  "We have
been in active discussions with our lenders and other stakeholders
as we work towards an agreement that will bring our capital
structure in line with the current economic environment," the
report quoted Mr. Hede as saying.

Crescent said it recently obtained a $110 million debtor-in-
possession financing facility from a group of existing lenders.

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States.  Based in Charlotte, Crescent Resources is a joint venture
between Duke Energy and Morgan Stanley Real Estate Fund.
Established in 1969, Crescent creates mixed-use developments,
country club communities, single-family neighborhoods, apartment
and condominium communities, Class A office space, business and
industrial parks and shopping centers.

                              * * *

As reported in the Troubled Company Reporter on May 28, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Crescent Resources LLC (the borrower) to 'CCC-' from
'CCC+'.  At the same time, S&P lowered the rating assigned to the
senior secured bank loan to 'CCC-' from 'CCC+'.  The recovery
rating remains '4'.  The ratings on Crescent remain on CreditWatch
with negative implications, where they were placed on April 28,
2009.

The downgrades reflect Standard & Poor's belief that the company
is attempting to achieve covenant relief and/or restructure its
debt obligations in what continues to be a very difficult credit
environment for real estate borrowers.


CRICKET COMMS: Closes Sale of $1.1 Billion Senior Secured Notes
---------------------------------------------------------------
Cricket Communications Inc. completed the closing of the sale of
$1.1 billion aggregate principal amount of 7.75% senior secured
notes due 2016.

The Notes were issued by Cricket pursuant to an indenture dated
as June 5, 2009, with guarantors and Wilmington Trust FSB, as
trustee.

The Notes are guaranteed on a senior secured basis by Leap
Wireless International Inc. and its indirect wholly owned domestic
subsidiaries.  The Notes will also be guaranteed by any future
wholly owned direct or indirect domestic restricted subsidiaries
of Leap that guarantee any indebtedness of Cricket or of any
Guarantor of the Notes.

A portion of the net proceeds from the Notes offering was used to
repay all amounts outstanding under an amended and restated credit
agreement the Company entered into with Bank of America, N.A., as
administrative agent, and the certain lender parties on June 16,
2006, together with accrued interest and related expenses,
including a prepayment premium of approximately $17.5 million and
a payment of approximately $8.1 million in connection with the
unwinding of associated interest rate swap agreements.

In connection with the repayment, Cricket terminated the credit
agreement and the related revolving credit facility.  The Company
intends to use the remaining net proceeds of approximately $133.7
million for general corporate purposes, which could include the
expansion and improvement of our network footprint, acquisitions
of additional spectrum or complementary businesses and, over the
longer term, the deployment of next generation network technology.
Pending application of the net proceeds, we will invest such net
proceeds in short-term, investment-grade, interest-bearing
securities.

The initial purchasers of the Notes included, among others,
Goldman, Sachs & Co., Deutsche Bank Securities Inc., and Citigroup
Global Markets Inc.  Deutsche Bank Trust Company Americas, an
affiliate of Deutsche Bank Securities Inc., was a lender under our
term loan facility under the Credit Agreement and received a
portion of the proceeds of the offering as a result of the
repayment of the term loans under the Credit Agreement.

In addition, Goldman Sachs Lending Partners, an affiliate of
Goldman, Sachs & Co., Deutsche Bank Trust Company Americas, an
affiliate of Deutsche Bank Securities Inc., and Citicorp North
America, Inc., an affiliate of Citigroup Global Markets Inc., were
lenders under our undrawn revolving credit facility under the
Credit Agreement, which was cancelled upon the repayment of the
term loans.  Certain of the initial purchasers and their
affiliates have also performed financial advisory, investment
banking and commercial banking services in the ordinary course of
business for the Company, for which they have received customary
fees and expenses.

A full-text copy of the Indenture dated June 5, 2009, is available
for free at http://ResearchArchives.com/t/s?3dc0

                   About Cricket Communications

Cricket Communications Inc. is a wireless service provider in San
Diego, California.  The company is the operating subsidiary of
Leap Wireless sells mobile wireless service in 20 US states.  It
aims its service at customers who do most or all of their calling
from within the company's digital CDMA network, offering simple,
flat-rate monthly plans for unlimited local and domestic long-
distance calling.  However, the Company has also added a roaming
product, offered on a prepaid basis.

                              *   *   *

According to the Troubled Company Reporter on June 1, 2009,
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Cricket Communications Inc.'s proposed
$1.1 billion secured notes due 2016, to be issued under Rule 144A
with registration rights.  S&P assigned the debt an issue-level
rating of 'B+' (two notches higher than the 'B-' corporate credit
rating on parent company Leap Wireless International Inc.) with a
recovery rating of '1', indicating S&P's expectation of very high
(90% to 100%) recovery for noteholders in a payment default.

Moody's Investors Service assigned a Ba2 rating to Cricket
Communications Inc.'s $1.1 billion senior secured notes due 2016.
Cricket is a wholly owned subsidiary of Leap Wireless
International, Inc.'s.  The proceeds of the notes' issuance will
be largely used to refinance the existing senior secured credit
facilities at Cricket and enhance the company's cash balances.  At
closing of the transactions, Moody's will withdraw the ratings on
the existing senior secured credit facilities.  In conjunction
with the issuance of the senior secured notes, the company
launched a secondary equity offering of 7 million shares, the
proceeds of which will be used for general corporate purposes,
which could include the expansion and improvement of its network
footprint, acquisitions of additional spectrum or complementary
businesses and potential deployment of 4G (LTE) network
technology.


DANA HOLDING: Appoints James E. Sweetnam to Board of Directors
--------------------------------------------------------------
The board of directors of Dana Holding Corporation appointed James
E. Sweetnam to serve on its board effective July 1, 2009.
Mr. Sweetnam's appointment to the board was made pursuant to the
terms of his executive employment agreement dated May 22, 2009,
with Dana.  Mr. Sweetnam will not serve on any committees of the
board.

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than
60 million vehicles annually.  Dana has facilities in China in the
Asia-Pacific, Argentina in the Latin-American regions and Italy in
Europe.

Dana Corp. and its affiliates filed for Chapter 11 protection on
March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represented the Debtors.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners served as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represented the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP, served as counsel to the Official Committee of Equity
Security Holders.  Stahl Cowen Crowley, LLC, served as counsel to
the Official Committee of Non-Union Retirees.  The Debtors filed
their Joint Plan of Reorganization on August 31, 2007.  Judge
Burton Lifland confirming the Plan, as thrice amended, on
December 26, 2007.  The Plan was declared effective January 31,
2008.  Upon emergence, the Company was renamed as Dana Holding
Corporation.

                           *     *     *

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service lowered the Corporate Family Rating of
Dana Holding Corporation to Caa2, raised the Probability of
Default Rating to Caa1, and adjusted the ratings of certain debt
instruments.  The company's Speculative Grade liquidity Rating of
SGL-3 was affirmed, and the company's rating outlook is negative.
The positioning of Dana's PDR at Caa1 reflects ongoing pressures
the company faces from the continued erosion in the global
automotive and commercial vehicle markets.  These conditions have
resulted in significant deterioration in the company's sales and
operating performance through the first quarter of 2009 and are
expected to continue to pressure the company's performance into
2010.  The pressures have also resulted in Moody's employing a 40%
family recovery rate in its Loss Given Default assessment for the
company, which drives the positioning of the CFR at Caa2 under the
Loss Given Default Methodology.


DELPHI CORP: Gets Initial OK to Tap $250MM in Financing From GM
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Delphi Corp. preliminary approval to tap $250 million
in financing from General Motors Corp.

As reported by the Troubled Company Reporter on June 10, 2009,
Delphi Corp. and its debtor-affiliates sought the Court's interim
and final approval of certain amendments to the arrangement they
previously entered into with GM.  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.  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

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: Directors & Officers Dispose of 545,326 Shares
-----------------------------------------------------------
In separate filings with the U.S. Securities and Exchange
Commission dated June 4, 2009, nine directors and officers of
Delphi Corp. disclosed that they disposed of shares of Delphi
common stock for the period from June 2 to 4, 2009:

                  No. of Shares   No. of Shares   Price of Shares
Officer           Disposed of   Currently Owned     Disposed of
-------          -------------  ---------------  ---------------
James A. Bertrand       27,435              700        $0.066

Rodney ONeal            25,000          120,667        $0.069
                        120,667                0        $0.067

Frank A. Ordonez        11,500            7,904        $0.072
                          7,904                0        $0.07

Jeffrey J. Owens         5,000           46,699        $0.0711
                         19,618           27,081        $0.07
                         20,000            7,081        $0.0672
                          7,081                0        $0.067

Ronald M. Pirtle        68,574           23,000        $0.068
                          3,000           20,000        $0.069
                         20,000                0        $0.0698

Robert J. Remener       23,908                0        $0.07

John D. Sheehan             44               60        $0.06
                          1,000            9,890        $0.06
                          9,890                0        $0.07

James A. Spencer        26,350           31,460        $0.063
                          7,048           24,412        $0.08
                         24,412               33        $0.0785

Mark R. Weber          116,895              100        $0.069

The D&Os says that they held unvested shares of restricted stock
received as awards under Delphi's employee compensation programs
that were previously reported as holdings of non-derivative
securities, however, in May 2008, Delphi cancelled all unvested
restricted stock share awards.  Moreover, Mr. Sheehan says that
his remaining 60 shares of common stock are held by his three
minor children.  He disclaims beneficial ownership of those
shares.

                       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)


DOLLAR THRIFTY: Amends Collateral Pact With Deutsche, et al.
------------------------------------------------------------
Dollar Thrifty Automotive Group Inc. and certain of its
subsidiaries entered into Amendment No. 1 to the Second Amended
and Restated Master Collateral Agency Agreement dated Feb. 14,
2007, with DTG Operations, Inc., Rental Car Finance Corp., and
Deutsche Bank Trust Company Americas, as master collateral agent.

The master collateral agreement relates to two separate pools of
collateral that support the Company's Series 2005-1 and 2006-1 and
2007-1 asset-backed medium term notes.  Each group contains cash,
receivables and vehicles that may be re-designated to the other
group if certain conditions are met, including a condition that no
default has occurred and is continuing.

The re-designation mechanism is intended to provide the
Company with additional flexibility to manage its inventory in
light of scheduled maturities of the notes and to permit an
orderly disposition of vehicles to maximize proceeds and avoid
dispositions of vehicles at inappropriate times in their
depreciable life cycles.  The Company requested the change to the
mechanism that was effected by Amendment No. 1.

Amendment No. 1 amends the Master Collateral Agreement to
permit the continued re-designation of vehicles from one Group to
the other, notwithstanding the occurrence and continuance of a
bankruptcy or insolvency event with respect to any monoline
insurance company for a series of the medium term notes.  In the
absence of Amendment No. 1, that event would constitute a Default
and therefore, preclude re-designation of vehicles from one Group
to another.  Under Amendment No. 1, the Company's ability to re-
designate vehicles in that event remains subject to all of the
other conditions to re-designation of collateral contained in the
Master Collateral Agreement, none of which was amended, and a
majority of the holders of a series of notes affected by such an
Insurer event may direct that re-designation be prohibited.

In a letter agreement dated as of June 2, 2009, the Company agreed
with the Insurers of the medium term notes secured by Group IV
collateral, as a condition to their execution of Amendment No. 1,
that it would limit re-designation of vehicles from Group III to
Group IV to no more than $200 million in net book value in the
aggregate during the period from effectiveness of Amendment No. 1
until the occurrence of an Insurer Related Amortization Event with
respect to the Series 2005-1 Notes, and to no more than $30
million in net book value per month after any occurrence of such
an Insurer Related Amortization Event with respect to the Series
2005-1 Notes.

In addition, in a letter agreement dated as of June 2, 2009, the
Company agreed with Deutsche Bank Trust Company Americas, in its
capacity as issuer of letters of credit under the Company's credit
agreement dated June 15, 2007, among the company, Deutsche Bank
Trust Company Americas, in its capacity as administrative agent,
and various financial institutions that as a condition of Deutsche
Bank Trust Company Americas' execution of Amendment No. 1 in its
capacity as Enhancement Provider under the Company's medium term
note program, the Company will not seek an increase in the Series
2005-1 Letter of Credit Amount under the Series 2005-1 Notes,
unless approved by the Issuer at the direction of the Required
Lenders, at any time prior to the occurrence of an Insurer Related
Amortization Event with respect to the Series 2005-1 Notes if, at
the time, the Series 2005-1 Letter of Credit Amount were greater
than $24,400,000, or if the requested increase would cause the
Series 2005-1 Letter of Credit Amount to exceed that amount.

The Company also agreed to reflect the foregoing as an amendment
to the Credit Agreement at any time prior to the occurrence of an
Insurer Related Amortization Event with respect to the Series
2005-1 Notes if so requested by the Required Lenders.

               About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com-- is
a Fortune 1000 Company headquartered in Tulsa, Oklahoma.  Driven
by the mission "Value Every Time," the Company's brands, Dollar
Rent A Car and Thrifty Car Rental, serve travelers in
approximately 70 countries.  Dollar and Thrifty have over 800
corporate and franchised locations in the United States and
Canada, operating in virtually all of the top U.S. and Canadian
airport markets.  The Company's approximately 7,000 employees are
located mainly in North America, but global service capabilities
exist through an expanding international franchise network.

                          *     *     *

As reported by the Troubled Company Reporter on December 29, 2008,
Moody's Investors Service lowered Dollar Thrifty Automotive Group,
Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of
Default Rating to Caa2 from B3.  The outlook is negative and the
Speculative Grade Liquidity rating remains SGL-4.  The downgrade,
Moody's said, reflects the severe downturn in the on-airport car
rental sector, and the very challenged financial and operating
position of Dollar's principal vehicle supplier, Chrysler
Automotive LLC.  Dollar sources over 80% of its vehicles from
Chrysler.

The TCR said April 6, 2009, that Standard & Poor's Ratings
Services lowered its ratings on DTAG, including the long-term
corporate credit rating to 'CCC' from 'CCC+'.  All ratings were
removed from CreditWatch, where they were initially placed with
negative implications on Feb. 12, 2008, and subsequently lowered
three times and maintained on CreditWatch.  The outlook is now
negative.


EDDIE BAUER: May File for Bankruptcy Protection This Week
---------------------------------------------------------
Eddie Bauer Holdings Inc. may file for bankruptcy protection as
soon as this week, Bloomberg News reports, citing people familiar
with the matter.

The sources said that no final decision has been made about a
bankruptcy filing, Bloomberg states.

According to Bloomberg, people familiar with the matter said that
Hilco Consumer Capital LLC has expressed interest in bidding on
Eddie Bauer's assets.  The sources also said that CCMP Capital
Advisors LLC may also make an offer for the retailer, which is
being advised by Peter J. Solomon Co., Bloomberg relates.

Eddie Bauer Holdings, Inc. is a specialty retailer that sells
mens' and womens' outerwear, apparel and accessories for the
modern outdoor lifestyle.  As of January 3, 2009, the Company
operated 376 stores, consisting of 255 retail stores and 121
outlet stores in the United States and Canada.

Eddie Bauer was formerly known as Spiegel Inc.  The Company filed
for Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case
No. 03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin,
Esq., at Shearman & Sterling, represented the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  The Court confirmed the Debtors'
Modified First Amended Joint Plan of Reorganization on May 23,
2005.  Spiegel's sold assets during its bankruptcy case but
retained 440 Bauer stores.  Spiegel's reorganization plan gave all
the new stock to unsecured creditors, who were expected to recover
90 percent of their $1.3 billion in claims.

                           *     *     *

As reported by the Troubled Company Reporter on May 21, 2009,
Moody's Investors Service downgraded Eddie Bauer, Inc.'s
Probability of Default rating and Corporate Family rating to 'Ca'
from 'Caa2', with a continued negative outlook.  The downgrade
reflects that the probability of default has increased
significantly given Eddie Bauer's ongoing efforts to change its
capital structure, particularly, its current discussions with its
convertible note holders to exchange their securities for equity.


EDRA BLIXSETH: Fights Conversion of Ch11 Case to Ch7 Liquidation
----------------------------------------------------------------
Jacqueline Palank posted at The Wall Street Journal blog,
Bankruptcy Beat, that Edra Blixseth is fighting the bankruptcy
court-ordered liquidation of her personal assets.

As reported by the Troubled Company Reporter on June 9, 2009, the
Hon. Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana has converted Edra Blixseth's Chapter 11
reorganization case to a Chapter 7 liquidation proceeding.  Acting
U.S. Trustee Robert D. Miller Jr. said that Ms. Blixseth ignored
"repeated requests" to show that her assets, allegedly worth
millions of dollars, were insured.

According to Bankruptcy Beat, Judge Kirscher said that the lack of
insurance for Ms. Blixseth's assets put creditors at risk and
demonstrated how the Debtor "has abused the bankruptcy process for
her own benefit without accepting any of the responsibilities
required by the Bankruptcy Code and Rules."

Ms. Blixseth said in court documents that she now has insurance to
protect her assets.  Bankruptcy Beat relates that Ms. Blixseth
described how, if she's handed back control of her assets, she
would sell off or otherwise maximize the value of various
properties and work to collect payments owed to her.  Ms. Blixseth
said that she has a bankruptcy lender that will fund a
restructuring plan if the case is switched back to Chapter 11.

Coachella Valley-based Edra D. Blixseth owns exclusive resorts in
Rancho Mirage and near Yellowstone Park in Montana.  She owns
Porcupine Creek Golf Club in Rancho Mirage and the Yellowstone
Club in Montana.

Ms. Blixseth filed for Chapter 11 bankruptcy protection on
March 26, 2009 (Bankr. D. Mont. Case No. 09-60452).  Gary S.
Deschenes, Esq., at Deschenes & Sullivan Law Offices assists Ms.
Blixseth in her restructuring efforts.  The Debtor listed
$100 million to $500 million in assets and $500 million to
$1 billion in debts.


ENERLUME ENERGY: CEO Assumes Acting Chief Financial Officer Role
----------------------------------------------------------------
EnerLume Energy Management Corp. disclosed in a filing with the
Securities and Exchange Commission that Michael C. Malota resigned
as chief financial officer of the Company.

Effective immediately, the Company appointed David J. Murphy, its
chief executive officer as acting chief financial officer.

Headquartered in Hamden, Connecticut, EnerLume Energy Management
Corp. (OTC BB: ENLU) -- http://www.enerlume.com/-- through its
subsidiaries, provides energy management conservation products and
services in the United States.  Its focus is energy conservation,
which includes a proprietary digital microprocessor for reducing
energy consumption on lighting systems, and the installation and
design of electrical systems, energy management systems,
telecommunication networks, control panels and lighting systems.

New York-based Mahoney Cohen & Company, CPA, P.C., raised
substantial doubt about the ability of EnerLume Energy Management
Corp., formerly Host America Corporation, to continue as a going
concern after it audited the company's financial statements for
the year ended June 30, 2008.

The Company has suffered recurring losses from continuing
operations, has negative cash flows from operations, has a working
capital and stockholders' deficiency at September 30, 2008 and is
currently involved in litigation that can have an adverse effect
on the company's operations.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.

As reported in the Troubled Company Reporter on March 2, 2009,
EnerLume Energy Management Corp. entered into a promissory note
extension agreement with Daniel Troiano to amend the terms of an
unsecured convertible promissory note issued to them on July 30,
2008.  The Unsecured Note was originally issued for the principal
amount of $500,000, accrued interest at the rate of 18% per annum,
and was originally due on January 30, 2009.  Pursuant to the
promissory note extension agreement, the maturity date for the
Unsecured Note will be extended to July 30, 2009, and will
continue to accrue interest at the rate of 18% per annum in
accordance with the original terms of the Unsecured Note.  In
addition, Mr. Troiano will receive warrants to purchase 310,000
shares of the Company's common stock exercisable until January 31,
2014, at $0.54 per share.


ENVIRONMENTAL TECTONICS: Trades at OTCBB Under the Symbol ETCC
--------------------------------------------------------------
Environmental Tectonics Corporation disclosed in a filing with the
Securities and Exchange Commission that its common stock is
trading on the OTC Bulletin Board under the symbol "ETCC."
Additionally, an independent broker-dealer is now functioning as a
market maker in the Company's common stock.

The Company has scheduled its annual shareholder's meeting for
July 2, 2009.  All stockholders are invited to attend.

The Company intends to continue to comply with its reporting
obligations under the Securities Exchange Act of 1934.

The Company also disclosed that Mergent's Editorial Board approved
ETC for a listing in Mergent Manuals and News Reports(TM).

ETC's corporate profile, which includes descriptive text data well
as news and financial statements, will be accessible via Mergent's
online and print products.  As part of Mergent's listing services,
the new description will be highlighted separately on
http://www.mergent.com/with an active hyperlink back to ETC's
website.

                 About Environmental Tectonics

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

                          *     *     *

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


FLOYD THOMAS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Floyd Thomas Watkins
        10434 Canoe Brook Circle
        Boca Raton, FL 33498-4610

Bankruptcy Case No.: 09-21436

Chapter 11 Petition Date: June 9, 2009

Court: Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Stephen C. Hunt, Esq.
                  Arnstein & Lehr LLP
                  200 E. Las Olas Blvd. #1700
                  Fort Lauderdale, FL 33301
                  Tel: (954) 713-7600
                  Fax: (954) 713-7700
                  shunt@arnstein.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Alpine Bank                                      $2,021,659
400 7th Street South
Rifle, CO 81650

Rocky Mountain Equity & Mortgage Co.             $1,550,000
c/o Oates Knezevich &
Gardenswartz, P.C.
Aspen, CO 81611

Dr. Robert Cornfeld                              $500,000
3850 Hollywood Blvd., Suite 400
Hollywood, FL 33021

Mortgage Service Center                          $271,228

Socorro Luevano                                  $250,000

Pam Driscol                                      $35,000

Lance Watkins Lance Watkins                      $50,000

Crawford County Oil, LLC                         $32,343

Jose Martinez                                    $40,000

Pitkin County                                    $20,000

William, Charles & Scott LTD                     $17,295

Discover                                         $14,443

Ben Jaffe                                        $10,000

Dick Stephen                                     $10,000

Richard Krajicek                                 $10,000

American Express                                 $6,525

Bennett, Schroeder & Wieck P.C.                  $5,271

Roaring Fork Valley, Co-Op                       $4,067

Roth, Jonas, Mittelberg and Hartney              $3,000

The Myler Law Firm, P.C.                         $2,921


FLYING J: Court Approves Settlement with International Alliance
---------------------------------------------------------------
A federal judge has approved a settlement between a unit of
bankrupt petroleum products company Flying J Inc. and refinery
contractor International Alliance Group, in which IAG will receive
$10.3 million in exchange for the cancellation of a project
contract, Bankruptcy Law360 reports.

Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved the settlement on Monday.
Pursuant to the settlement, the Clean Fuels Project Agreement will
be rejected and terminated by Big West as of the Effective Date.
Big West agrees to pay IAG the sum of $10.3 million pursuant to an
agreed schedule.

On the Effective Date, IAG will, among other things, formally
transfer all of Big West's equipment to Big West, other than
certain parts of the equipment to be held by IAG pending payment.

As first extended, the Debtors' exclusive periods to file a plan
and solicit acceptances will expire on June 24, 2009, and
August 21, 2009, respectively.  The Debtors have asked the Court
to extend its exclusive period to file a plan until October 28.

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

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


FONTAINEBLEAU LAS VEGAS: Files for Bankruptcy to Restructure Debt
-----------------------------------------------------------------
Fontainebleau Las Vegas LLC and two of its affiliates,
Fontainebleau Las Vegas Holdings LLC and Fontainebleau Las Vegas
Capital Corp., filed voluntary petitions to reorganize under
Chapter 11 of the United States Bankruptcy Code after certain
lenders refused to honor their contractual commitments to provide
nearly $800 million in construction funding for the $2.9 billion
resort-casino project, which is 70 percent complete.

"It is unfortunate that our lenders forced us to take this step.
By reneging on the revolving credit facility, they effectively
shut down the project and put thousands of people out of work,"
said Howard Karawan, Chief Restructuring Officer of Fontainebleau
Las Vegas.  "Our goal now is to secure funding to complete this
world-class project and restructure our existing debt."

Fontainebleau Las Vegas has reached a provisional agreement with a
group of its non-defaulting lenders for the use of cash for the
administration of its bankruptcy case, and is simultaneously in
negotiations to obtain financing to recommence construction at the
project.

Fontainebleau Miami Beach, which is a separate legal entity, is
not included in or affected by the filing and continues to operate
as normal.  Turnberry West Construction Inc., the project's
general contractor, also is not included in the filing.

Fontainebleau Las Vegas also said that it withdrew without
prejudice its $3 billion lawsuit in Las Vegas against certain of
its lenders and refiled the case in the U.S. Bankruptcy Court in
the Southern District of Florida, Miami Division, where the
Chapter 11 petitions were filed.

Fontainebleau Las Vegas originally filed the lawsuit on April 23,
2009, against Bank of America, JPMorgan Chase Bank, Deutsche Bank
Trust Company Americas and certain other lenders after they
reneged on their contractual commitments to provide the Company
with almost $800 million in prearranged funding.  The lawsuit was
amended on May 12 to include allegations that Deutsche Bank Trust
Company Americas was "seeking to destroy the Fontainebleau in
order to minimize competition" with the nearby Cosmopolitan Resort
and Casino, which is wholly owned by a Deutsche Bank subsidiary.

Since its lenders reneged on their commitments in April,
Fontainebleau Las Vegas has repeatedly requested that those
lenders meet their funding obligations.  Withdrawal of the
revolving credit facility forced the project to halt nearly all
construction and resulted in the loss of more than 3,000 union
construction jobs.

"Fontainebleau Las Vegas will continue to aggressively prosecute
claims against these lenders for failing to honor their
contractual commitments," said Scott Baena of Bilzin Sumberg,
bankruptcy counsel to the company.  "The damage caused by the bad
faith of these lenders has not only caused financial hardship to
Fontainebleau Las Vegas and its employees, but also to the
company's creditors throughout the United States, when economic
circumstances are such that they can least afford it."

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas Holdings, LLC, and its direct wholly owned
subsidiary, Fontainebleau Las Vegas, LLC --
http://www.fontainebleau.com/-- is constructing a luxury resort,
Fontainebleu Las Vegas, on the northern end of the Las Vegas
Strip.


FONTAINEBLEAU LAS VEGAS: Case Summary & 20 Largest Creditors
------------------------------------------------------------
Debtor: Fontainebleau Las Vegas Holdings, LLC
        fka Turnberry/Las Vegas Boulevard, LP
        fka Turnverry/Las Vegas Boulevard, Inc.
        c/o Howard C. Karawan, CRO
        19950 West Country Club Drive
        Aventura, FL 33180

Bankruptcy Case No.: 09-21481

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Fontainebleau Las Vegas, LLC                       09-21482
Fontainebleau Las Vegas Capital Corp.              09-21483

Type of Business: The Debtors are constructing a luxury resort in
                  Fontainebleau, Las Vegas, on the northern end of
                  the Las Vegas Strip.

                  See http://www.fontainebleau.com/

Chapter 11 Petition Date: June 9, 2009

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtors' Counsel: Scott L Baena, Esq.
                  sbaena@bilzin.com
                  Bilzin Sumberg Baena Price & Axelrod LLP
                  200 S. Biscayne Blvd. # 2500
                  Miami, FL 33131
                  Tel: (305) 350-2403

Debtors'
Financial Advisors: Moelis & Company LLC
                    245 Park Avenue, 32nd Floor
                    New York, NY 10167
                    Tel: (212) 880-7300
                    Fax: (212) 880-4260
                    http://www.moelis.com/

                       -- and --

                    Citadel Derivatives Group LLC
                    131 S Dearborn St Fl 32
                    Chicago, IL 60603-5517
                    Tel: (312) 395-2100

Debtors' Special
Litigation Counsel: David M. Friedman, Esq.
                    Kasowitz, Benson, Torres &
                    Friedman LLP
                    1633 Broadway
                    New York, New York 10019
                    Tel: (212) 506-1700
                    Fax: (212) 506-1800
                    http://www.kasowitz.com/

Debtors'
Special Counsel: Jack J. Kessler, Esq.
                 Alan Rubin, Esq.
                 Buchanan Ingersoll & Rooney PC
                 620 Eighth Avenue, 23rd Floor
                 New York, NY 10018-1669
                 Tel: (212) 440 4435
                 Fax: (212) 440 4401
                 http://www.bipc.com/

Debtors'
Claims Agent: Kurtzman Carson Consulting LLC
              2335 Alaska Ave.
              El Segundo, CA 90245
              Tel: (866) 381-9100
              http://www.kccllc.net/

                                       Estimated    Estimated
                                       Assets       Debts
                                       ---------    ---------
Fontainebleau Las Vegas, LLC           More than    More than
                                       $1 billion   $1 billion

Fontainebleau Las Vegas Capital Corp.  Less than    More than
                                       $50,000      $1 billion

Fontainebleau Las Vegas Holdings, LLC  Less than    More than
                                       $50,000      $1 billion

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Corporate Express Inc.         trade debt        $3,370,405
PO Box 95708
Chicago, IL 60695
Tel: (858) 602-2461

Bally Technologies             trade debt        $1,922,450
6601 S. Bermuda Road
Las Vegas, NV 89119
Tel: (702) 584-7601

HPG International LLC          trade debt        $1,902,930
2121 N. California Blvd.
Suite 625
Walnut Creek, CA 94596
Tel: (925) 949-5700

Minibar North America Inc.     trade debt        $1,824,085
7340 Westmore Road
Rockville, MD 20850
Tel: (301) 354-5055

Kelley Technologies            trade debt        $1,617,019
5625 Arville Street #E
Las Vegas, NV 89118
Tel: (702) 889-8777

DWI Holdings Inc.              trade debt        $1,392,921
902 Oothcalooga Street
Calhoun, GA 30701
Tel: (770) 644-6302

Griffin                        trade debt        $1,375,112
2902 Nebraska Avenue
Santa Monica, CA 90404
Tel: (310) 586-6891

Global Surveillance Assoc.     trade debt        $1,005,952
3853 Silvestri Lane
Las Vegas, NV 89102
Tel: (702) 897 8400

MVD Communications LLC         trade debt        $1,005,583
11690 Groom Road
Cincinnati, OH 45242
Tel: (513) 444 1044

Ward & Howes Associates        trade debt        $993,06
3351 Highland Drive South
Suite 203
Las Vegas, NV 89109
Tel: (702) 893 2992

Paul Steelman Design Group     trade debt        $978,517
3330 W. Desert Inn Road
Las Vegas, NV 89102
Tel: (702) 873 0221

Milliken & Company             trade debt        $956,469
201 Lukken Industrial Drive
Lagrange, GA 30240
Tel: (702) 236 6535

Decca Hospitality              trade debt        $858,803
Seven Piedmont Center #205
Atlanta, GA 30305
Tel: (404) 262 4330

Tri Power Group                trade debt        $575,334
2301 Armstrong Street #101
Livermore, CA 94551
Tel: (925) 583 8200

International Bedding Co.      trade debt        $498,737
6434 NW 5th Way
Fort Lauderdale, FL 33309
Tel: (404) 394 3980

Gaming Partners International  trade debt        $481,559
1700 Industrial Road
Las Vegas, NV 89102
Tel: (702) 384 2425

Hoshizaki Western, DC, Inc.    trade debt        $479,137
790 Challenger Street
Brea, CA 92821
Tel: (714) 989 2411

Roncelli, Inc.                 trade debt        $431,594
6471 Metro Parkway
Sterling Heights, MI 48312
Tel: (586) 264 2060

JL Furnishings, LLC            trade debt        $428,988
3040 East Maria Street
Compton, CA 90221
Tel: (310) 605 6600

Project Light                  trade debt        $395,616
4976 Hudson Drive
Stow, OH 44224
Tel: (330) 668 9000

The petition was signed by Howard C. Karawan, chief restructuring
officer.


FORTUNE BRANDS: Moody's Assigns 'Ba1' Rating on Senior Tranches
---------------------------------------------------------------
Moody's assigned a Baa2 rating to Fortune Brands new $500 million
5 year issue.  At the same time, prospective ratings of (P) Baa2
and (P)Ba1 were assigned to the company's senior and preferred
tranches on its recently filed shelf.  All of the ratings are on
review for possible downgrade.

FO's Baa2/ P-2 ratings reflect strong investment-grade qualitative
factors such as its scale, product diversification and strength of
brand franchise, combined with weaker quantitative factors that
deteriorated in 2008 due to the challenges faced by the company in
light of the economic downturn, especially in its Home and
Hardware segment and to some extent in Golf.  While Moody's
recognizes the quality of FO's strong brands, solid revenue and
cash flow generating sources particularly from the spirits
business, and management's strong desire to maintain its
investment-grade rating, Moody's also note that a number of
quantitative metrics now fall into the non- investment grade range
and this has pressured the rating.  The rating review was
initiated on April 28th, 2009 following the company's announcement
that it will cut its dividend by over 50% and that it would report
first quarter earnings ahead of management's previous
expectations.  While Moody's views these developments as positive,
Moody's anticipate that leverage (Debt to EBITDA), per Moody's
calculation, will nevertheless increase this year and will exceed
4 times by the end of 2009 and that all of the company's credit
metrics will remain outside Moody's expectations for the current
rating for the next 18 to 24 months.

The review will focus on the extent to which the company will be
able to improve its credit metrics over the medium term, the
progress that the company is likely to make in reducing leverage
and the time that it would take the company to do so.  The review
will also consider how the company plans to manage liquidity over
the medium term, given that its $2 billion revolver matures in
October 2010.  Management's April announcement concerning the
dividend reduction indicates that the company is committed to
maintaining its investment grade ratings, and this supports
Moody's current expectation that a downgrade would not exceed one
notch, assuming no further negative business developments.

The last rating action was taken on April 28, 2009, when Moody's
placed the Baa2/P-2 ratings on review for possible downgrade.

Fortune Brands, Inc., headquartered in Deerfield, Illinois, is a
diversified manufacturer of consumer products, with existing
spirits brands including Jim Beam, home products brands including
Moen, Therma-Tru and Master Lock, and golf equipment brands
including Titleist and FootJoy.  FO's business segments consists
of Spirits, Home and Hardware, and Golf which contribute an
estimated 33%, 49%, and 18%, respectively, to the company's net
sales (net of excise tax) of approximately $7.6 billion.


FREMONT GENERAL: To Pay $10MM to Settle Unfair Loan Practices Suit
------------------------------------------------------------------
Reuters reports that Fremont General Corp. has agreed to pay
$10 million to settle a lawsuit alleging unfair loan practices
with the state of Massachusetts.

Massachusetts Attorney General Martha Coakley said in a statement
that Fremont General agreed to hold off on foreclosing on about
2,200 homes without certain protections for borrowers.

Reuters relates that U.S. regulators ordered Fremont General in
March 2007 to stop making risky home loans.  Fremont General, says
Reuters, accused the Company of engaging in predatory and unfair
lending practices by making loans to individuals who couldn't
afford them.  Reuters states that Fremont General denied the
allegation.

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

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


GENERAL MOTORS: Analysis Says No Money Will Go to Unsec. Creditors
------------------------------------------------------------------
Albert A. Koch, vice chairman and managing director of
AlixPartners, LLP, filed a declaration with the U.S. Bankruptcy
Court for the Southern District of New York disclosing the
hypothetical Chapter 7 liquidation of General Motors Corporation's
assets as of June 1, 2009, and the potential cash distributions to
holders of claims against GM's estate.

The Liquidation Analysis, according to Mr. Koch, was prepared in
connection with the GM Board of Directors' considerations as to
whether to approve the sale of the automaker's assets to an entity
sponsored by the United States Treasury pursuant to Section 363 of
the Bankruptcy Code.  In preparing the Liquidation Analysis, Mr.
Koch and his team relied on various GM financial, operational and
other records including internal estimates of value, market-
related documents and analyses, third-party and market-based data
and analyses, as well as discussions with GM management and other
professionals.  Given the size and complexity of GM, Mr. Koch
assumed a two-year period where the assets of the company were
wound-down and sold.  His analysis assumed that GM and its debtor
affiliates commence liquidation under Chapter 7 of the Bankruptcy
Code on June 1, 2009.

Under a hypothetical liquidation scenario as of June 1, 2009,
after accounting for liquidation costs, which Mr. Koch estimated
to be between $2.0 billion and $2.7 billion, the total proceeds
available for distribution to creditors would be between
$6.5 billion and $9.7 billion.  Of the total proceeds estimated to
be available for distribution to creditors under a liquidation
scenario, GM's secured bank lenders, who in the aggregate hold
$5.4 billion in secured claims under the Revolving Credit Facility
and Term Loan, are estimated to recover between 26.3% and 77.1% of
their claims.  The U.S. Treasury, which holds $20.5 billion in
senior claims, is estimated to recover between 12.7% and 23.7% of
those claims.  There will be no proceeds available for
distribution to unsecured creditors.

The Liquidation Analysis is based on a variety of assumptions,
including:

  (1) A liquidation of GM would be one of the largest and most
      complicated liquidations in history, and given that this
      would be the first major domestic original equipment
      manufacturer to liquidate in recent history, there is no
      relevant precedent.

  (2) The liquidation of most of the assets would take place
      within two years.

  (3) No DIP financing available to the Debtors, and the
      Liquidation Analysis assumes that the bankruptcy court
      approves the use of cash collateral to fund the
      liquidation of the Debtors' assets.

  (4) The net book value of assets, excluding cash, is based on
      the March 31, 2009, balance sheet.  The estimated cash and
      outstanding U.S. Treasury obligations are based on GM's
      "Plan B" 13-Week Cash Forecast dated May 26, 2009.

  (5) Given the current state of the U.S. and global economies,
      industry overcapacity both in North America and globally,
      and the sheer volume of GM's assets, among other things,
      GM's assets would be sold at depressed prices.  These
      prices would likely be depressed further if additional
      OEMs or suppliers were also liquidating at the same time.
      Chrysler's intent to shutdown and sell certain
      manufacturing and assembly facilities will likely drive
      proceeds to the lower end of GM's range of recoveries, or
      possibly below.

  (6) The Liquidation Analysis assumes a Chapter 7 liquidation
      of the Debtors would result in liquidation or government
      intervention at many of the Debtors' foreign subsidiaries,
      resulting in little or no equity value.  Certain other
      entities could potentially be sold at a distressed going
      concern value to maximize the value.  The going concern
      value of the select non-debtor subsidiaries is based on a
      discussion with management and a review of certain
      historical and prospective financial information.  The
      value of the non-debtor subsidiaries takes into
      consideration the impact of the U.S. Chapter 7 liquidation
      process, including the actions of foreign governments, the
      current status of the financial and automotive markets and
      the potential "damaged goods" or fire sale perception of
      potential bidders.

A full-text copy of the Liquidation Analysis, filed with the Court
on June 4, 2009, is available for free at:

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

A full-text copy of the presentation, titled "Project Maine,"
showed by Evercore to the GM Board on May 31, 2009, is available
for free at http://bankrupt.com/misc/gm_projectmaine.pdf

A full-text copy of the methodology Evercore used to come up with
the valuation analysis to determine an estimated range of values
of NewCo's common equity on a going concern basis is available for
free at http://bankrupt.com/misc/gm_valuation.pdf

                       About General Motors

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

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

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

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

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

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: F&D Seeks Appointment of Bondholders' Committee
---------------------------------------------------------------
The Unofficial Committee of Family & Dissident GM Bondholders asks
Judge Robert E. Gerber of the United States Bankruptcy Court for
the Southern District of New York to direct the U.S. Trustee for
Region 2 to appoint an official committee of family & dissident GM
bondholders in the bankruptcy cases of General Motors Corporation
and its debtor-affiliates.

A majority of a relatively small group of institutional
bondholders, holding more than half of the approximately
$27 billion in outstanding GM bond debt, reportedly "agreed" prior
to the Debtors' Chapter 11 filings to the Debtors' plan to
exchange their bond debt for 10% of the equity of a new GM, and
warrants to acquire another 15% of the equity.  The bondholders'
reported support for that plan required a significant reduction in
amounts that the F&D Committee believes bondholders should receive
based on their ranking in GM's capital structure and proposed
reorganization.

While that agreement has been touted as a template for all
bondholders, and is now embedded in the transfer of assets scheme
for which the Debtors sought approval on June 1, 2009, there are
significant questions about the economic realities of that plan,
relates Michael P. Richman, Esq., at Patton Boggs LLP, in New
York, counsel for the Unofficial Committee of Family & Dissident
GM Bondholders.

According to Mr. Richman, among other questions not yet answered
is the extent to which the institutions that reportedly are
supporting that plan received contemporaneous bailout funding from
the government, and otherwise engaged in hedging strategies in
anticipation of the agreement, which separately or together could
mean that in economic substance their agreement to the deal
results in a far greater recovery to them than has been reported,
and a far greater recovery to them than would be available to the
other bondholders.

Mr. Richman tells the Court that more than 1,500 bondholders with
whom the F&D Committee has been communicating with and hopes to
represent as an official committee, with bondholdings believed to
exceed $400 million at face value, consist mainly of family and
non-institutional dissident bondholders who have had no
opportunity to participate in negotiations, no access or means to
engage in hedging strategies, no access to federal bailout funds,
and no meaningful opportunity to have their important, distinct
and different situation heard and represented in the bankruptcy
cases.  He adds that a substantial number of those bondholders
invested in GM bonds at or near par values with their pension
funds and life savings.

"Given the significant economic differences and motivations, and
the extensive participation by the institutional bondholders in
the process, the family and dissenting GM bondholders are a
distinctly different constituency of creditors at a huge
disadvantage in this process," Mr. Richman tells the Court.

Mr. Richman avers that in the absence of official recognition of
the F&D Committee, there is no reasonable expectation that any
other constituency in this case would genuinely be representative
of these bondholders' distinct situations or meaningfully
represent their identifiable and important interests that are
being materially and adversely affected by the Debtors' cases.

The F&D Committee further asks the Court to shorten the time for
the hearing to consider the F&D Recognition Motion so that it will
be heard at least three business days in advance of the
June 19, 2009, deadline for filing objections to the Asset
Transfer Motion.

                          *     *     *

Bankruptcy Law360 reports that the U.S. Bankruptcy Court for the
Southern District of New York won't hold an expedited hearing on
the individual General Motors Corp. bondholders' request for an
official committee representing family and other non-institutional
bondholders.

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: Court Won't Expedite Asbestos Panel Hearing
-----------------------------------------------------------
An ad hoc committee of asbestos personal injury claimants asked
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York to:

   -- convene a hearing on June 18, 2009, at 11:00 a.m., to
      consider their request for appointment of an official
      asbestos committee; and

   -- set the objection deadline for June 12.

Judge Gerber, however, denied the Ad Hoc Committee's request for
an Expedited Hearing noting that "insufficient cause has been
shown for requiring the Debtors to respond to a Motion of this
character."  The Motion will be heard in accordance with the
procedures laid out and prescribed in the Federal Rules of
Bankruptcy Procedure and Court rules, Judge Gerber noted.

In its Annual Report to Shareholders for 2007, General Motors
Corporation noted that it had increased its reserve for asbestos
liability to $637 million based on "a reasonable estimate of our
probably liability for asbestos related claims projected to be
asserted over the next ten years."  General Motors also recorded
these liabilities for asbestos-related matters in its financial
reports:

  Accrued Liabilities                Period Ending
  -------------------                -------------
    $627 million                     March 31, 2009
    $648 million                     December 31, 2008
    $628 million                     March 31, 2008

The magnitude of General Motors' projected ongoing asbestos
liability has been a matter of public knowledge and should have
been addressed by both General Motors and the Auto Task Force in
their restructuring activities, according to The Ad Hoc Committee
of Asbestos Personal Injury Claimants.  The Debtors' proposed sale
under Section 363(b) of the Bankruptcy Code with Vehicle
Acquisition Holdings LLC, a U.S. Treasury-sponsored purchaser,
suggests to immunize the Debtors and non-debtor parties to the
Transaction from legitimate state law claims of present and future
asbestos victims.

"Enjoining future asbestos-related claims and channeling [the
Claims] to a Trust pursuant to Section 524(g) would provide the
proposed Purchaser with unassailable protections from [the] claims
that are simply not possible without the creation of a Trust, the
Ad Hoc Committee's counsel, Sander L. Esserman, Esq., at Stutzman,
Bromberg Esserman & Plifka, A Professional Corporation, in Dallas
Texas, asserts.  Similarly, Mr. Esserman says, to the extent that
the Trust is funded by Non-debtors who will benefit by a
channeling injunction, having current asbestos claims processed
and paid by a Trust would result in a larger portion of estate
funds being available to pay other unsecured claims.  Mr. Esserman
adds that the Court's ability to enter rulings relating to the
rights of unknown future claimants is limited by the lack of a
Court-appointed legal representative to protect the Future
Claimants' interests.

In this regard, the Ad Hoc Committee asks Judge Gerber to appoint
a legal representative for future asbestos personal injury
claimants and direct the U.S. Trustee for Region 2 to appoint an
official committee of asbestos personal injury claimants

The Ad Hoc Committee of is comprised of:

  PI Claimant              Representative
  -----------              --------------
  William J. Lewis         SimmonsCooper LLC
  Maureen Tavaglione       Waters & Kraus
  Terry Roth               Brayton Purcell LLP
  Jene Moore, Sr.          Early Ludwick & Sweeney L.L.C.
  Edward Levitch           Paul & Hanley LLP

Other Asbestos PI Claimants are represented by (i) Cooney and
Conway, and (ii) The Lanier Law Firm PLLC and Weitz & Luxemberg,
P.C.  Meanwwhile, Steven Kazan, Esq., at Kazan, McClain, Lyons,
Greenwood & Harley, PLC, serves as an ex-officio member of the Ad
Hoc Committee.

The Ad Hoc Committee asserts that it is appropriate for the Court
to appoint of "a legal representative for the purpose of
protecting the rights of persons that might subsequently assert
demands" against the Debtors, to satisfy the prerequisite for a
channeling injunction under Section 524(g)(4)(B)(i).

According to Mr. Esserman, a Future Claimants' Representative
generally negotiates the terms of a "compensatory trust" with
those who will fund it and be protected by an injunction
channeling asbestos claims.  On the other hand, the Representative
will also confer with current Asbestos Claimants whose claims may
also be channeled to the trust for payment.  Concurrent with the
appointment of a Future Claimants' Representative, an Official
Committee of Asbestos Claimants, to be appointed by the U.S.
Trustee, is necessary to a successful reorganization to
facilitate:

  -- the medical and exposure criteria for recovery, which are
     unique to asbestos victims;

  -- the resolution of difficult and critical issues in the
     reorganization process; and

  -- to assure the active participation of its Asbestos
     Claimants in the reorganization process.

The Official Committee of Unsecured Creditors, according to
Mr. Esserman, is inadequate to represent the interests of asbestos
victims because certain of the Creditors' Committee members
apparently "negotiated separate treatment," assuring that large
consideration will be paid to them or their affiliates if the Sale
closes.  Hence, the Creditors' Committee "suffers from a conflict
with asbestos victims who have an interest in establishing a long-
term fund addressing their unique claims," he points out.

In fulfilling its highly specialized and unique role, an Asbestos
Committee can result in a more efficient and more expeditious
Chapter 11, resulting in significant reductions in cost to the
estates, Mr. Esserman says.  The Debtors' cases are large and
complex, and many issues that motivate other stakeholders are
distinct from the interests of Asbestos Claimants.  Accordingly, a
single committee could not articulate and urge the diverse needs
of distinct creditor group, he tells the Court.

A Future Claimants' Representative should be appointed at the
earliest possible date to take an "active and aggressive role" in
protecting their interests "at every step [of the] litigation,"
Mr. Esserman argues, citing In re Findley v. Falise (In re Johns-
Manville Corp.), 898 F.Supp. 473, 565 (S.D.N.Y. 1995).

Similarly, delaying appointment an Asbestos Committee would deny
unknown future asbestos claimants the protections to which they
are entitled and deny current asbestos claimants any meaningful
participation in the Debtors' cases, he asserts.

                       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: Backs Financing for Acquisition of Delphi Assets
----------------------------------------------------------------
General Motors Corporation, GM Components Holdings, LLC, Delphi
Corp., and Platinum Equity Capital Partners II, L.P. and its
affiliate Parnassus Holdings II, LLC, executed a master
disposition agreement dated June 1, 2009.

GM Controller and chief accounting officer, Nick S. Cyprus,
relates in a regulatory filing with the Securities and Exchange
Commission on June 5, 2009, that under the Master Disposition
Agreement, GM agreed to acquire Delphi's global steering business
and its facilities in Kokomo, Indiana, Rochester, New York,
Lockport, New York, and Grand Rapids, in Michigan.  Mr. Cyprus
says a new company will be formed by Platinum Equity, which will
acquire substantially all of Delphi's remaining assets, including
its Troy, Michigan headquarters building.  Certain excluded assets
and liabilities will be retained by a Delphi entity to be sold or
liquidated.  Delphi employees at each acquired facility will be
transferred to the company that acquires that facility.

In connection with the acquisition, GM agreed to pay or assume:

  -- $600 million of Delphi obligations related to Delphi's
     senior DIP Credit Facility, including certain secured hedge
     transactions;

  -- $300 million of Delphi obligations related to Delphi's
     junior DIP credit facility; and

  -- $200 million of other Delphi obligations to be shared with
     the Acquisition Company, including administrative claims.

GM's administrative claims associated with (x) its credit
agreement with Delphi for $300 million; and with (y) transferred
pension costs for hourly employees totaling $1.6 billion will be
waived at the closing of the transactions contemplated by the
Master Disposition Agreement.

In related agreements:

  (i) GM agreed to acquire, prior to the consummation of the
      transactions under the Master Disposition Agreement, Class
      A Membership Interests in the Acquisition Company for $2
      billion of cash;

(ii) Platinum agreed to acquire Class B Membership Interests in
      the Acquisition Company for $250 million of cash; and

(iii) Delphi agreed to acquire Class C Membership Interests in
      the Acquisition Company on behalf of certain of Delphi's
      junior DIP Lenders for forgiveness of a portion of its
      debt.

GM and Platinum Equity also agreed to establish a secured delayed
draw term loan facility for the Acquisition Company, with GM
committing to provide $500 million and Platinum Equity committing
to $250 million.  GM further agreed to carry all existing Delphi
supply agreements and purchase orders for North America forward to
the end of the related product program, and Acquisition Company
agreed to provide GM with certain protection of supply commitments
as requested by GM.  In the Master Disposition Agreement and
related agreements, Platinum Equity agreed to a termination fee if
transactions contemplated by the agreements are not consummated
because of a breach by Platinum or the Acquisition Company.

Mr. Cyprus discloses that GM's proposed funding to Delphi and to
Acquisition Company was reflected in the (i) revised viability
plan GM submitted to the U.S. Department of the Treasury pursuant
to the Loan and Security Agreement, as amended, between GM and the
U.S. Treasury; and (ii) budget agreed to between GM and the U.S.
Treasury under the Secured Superpriority DIP Credit Agreement
among GM, the guarantors, and the DIP Lenders.

Delphi will seek approval of the Master Disposition Agreement as
part of proposed modifications to its Confirmed Plan of
Reorganization in its Chapter 11 case, or effect the transactions
under the Master Disposition Agreement as sales under Section 363
of the Bankruptcy Code if the stakeholders' support is not
sufficient to achieve prompt confirmation of the Modified Plan by
the Bankruptcy Code.  Preliminary hearing on the Delphi Plan
Modifications is on June 10, 2009, in Delphi's bankruptcy case
pending before the U.S. Bankruptcy Court for the Southern District
of New York.  The parties expect to close those transactions by
the end of July 2009.

In connection with the Master Disposition Agreement, GM and Delphi
amended their existing liquidity agreement to provide that GM will
furnish a $250 million credit facility to Delphi, conditioned on
progress in achieving the transactions contemplated by the Master
Disposition Agreement and approval of either the Modified Plan or
the Section 363 Sales.  The credit facility will terminate at the
earliest of (i) confirmation of the Modified Plan, (ii)
consummation of the Section 363 Sales; (iii) termination of the
Modified Plan or the Section 363 Sales; or (iv) September 30,
2009.  Upon the consummation of either the Modified Plan or the
Section 363 Sales, GM will waive all amounts outstanding under
Delphi's $250 million credit facility.

       Delphi Gets Initial OK to Tap $250MM in Financing

The U.S. Bankruptcy Court for the Southern District of New York
has granted Delphi Corp. preliminary approval to tap $250 million
in financing from General Motors Corp.

As reported by the Troubled Company Reporter on June 10, 2009,
Delphi Corp. and its debtor-affiliates sought the Court's interim
and final approval of certain amendments to the arrangement they
previously entered into with GM.  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.  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

                       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: Drops Plans to End Up to 20 Dealer Contracts
------------------------------------------------------------
Tom Krisher at The Associated Press reports that General Motors
Corp. has taken back plans to end franchise agreements with up to
20 dealerships, after the Company reviewed their cases.

About 500 dealers had filed an appeal on GM's decision to
eliminate them, The AP relates, citing Mark LaNeve, GM's North
American vice president for sales and marketing.  According to The
AP, Mr. LaNeve said that some of the closures were upheld by a
panel of GM officials, while others are still being evaluated.

The AP states that dealers were judged on whether they met sales
goals, customer service scores, the condition of their buildings,
and other criteria.  Mr. LaNeve admitted that in some cases, GM
made mistakes, which is possible when dealing with so many
dealers, The AP relates.  The report quoted Mr. LaNeve as saying,
"If we made a mistake on a performance metric, or there were
extraordinary circumstances causing that performance, in fairness
to the process, we wanted the opportunity to reverse that
decision."

According to The AP, dealers that GM wants to keep were given
continuation agreements to sign by Friday with criteria to meet to
keep their franchises, while those that the Company decided to let
go were given wind down agreements.  About 88% of the dealers to
be kept have agreed to sign on, while 74% of dealers to be
terminated have committed, The AP says, citing Mr. LaNeve.

Mr. LaNeve, The AP relates, said that GM will work out sales and
other performance targets with the dealers in the first quarter of
2010, and as well as the time frame for facility upgrades.

GM had agreed to discuss concerns, including a new rule that bars
dealerships from suing the Company, The AP states, citing
Louisiana's attorney general.

The AP reports that the National Automobile Dealers Association is
supporting the changes.

   Temporary Closure of 7 Factories Extended by Up to 4 Weeks

Tom Krisher at The AP relates that GM said that it will
extend the temporary closure of seven factories.  According to the
report, GM said that the shutdowns won't be enough to control an
increasing supply of some models.  Citing GM spokesperson Chris
Lee, the report states that temporary shutdowns at these plants
will be extended:

     -- Detroit-Hamtramck;
     -- Lansing, Michigan, Grand River plant;
     -- Orion Township, Michigan plant;
     -- Oshawa, Ontario plant;
     -- Lordstown, Ohio plant;
     -- Shreveport, Louisiana plant; and
     -- Spring Hill, Tennessee assembly plants.

The Lansing plant gets the longest shutdown because inventories of
its products are high, says The AP.  Ward's AutoInfoBank relates
that GM has a 106-day supply of the STS and a 98-day supply of the
CTS.  The Lansing plant makes the Cadillac STS and CTS luxury
sedans.

Mr. Lee said that due to the slumping U.S. auto market, the
closures might not be the end of GM's efforts to keep inventory
down, according to The AP.  The report quoted him as saying, "We
recognize our product output needs to be adjusted on a regular
basis.  We've been doing it now for 18 months, unfortunately, on a
very regular basis.  So by all means it's possible."

GM will also reduce shifts at the van plant in Wentzville,
Missouri, removing the second shift starting on August 10, The AP
says.

                       About General Motors

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

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

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

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

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

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)


GENTA INCORPORATED: Completes Securities Purchase Agreement
-----------------------------------------------------------
Genta Incorporated disclosed in a filing with the Securities and
Exchange Commission that on April 3, 2009, it closed on a
securities purchase agreement with certain accredited
institutional investors, to place up to $12 million of senior
secured convertible notes and corresponding warrants to purchase
common stock with the investors.  The Company closed with gross
proceeds of approximately $6 million of the 2009 Notes and
Warrants and with net proceeds of $5.2 million after deducting
commissions and estimated expenses.

With the net proceeds from the initial closing and assuming the
remaining $6 million does not close, the Company believes that it
has sufficient working capital and cash on hand until June 2009.

Genta Incorporated -- http://www.genta.com/-- is a
biopharmaceutical company with a diversified product portfolio
that is focused on delivering innovative products for the
treatment of patients with cancer.  Two major programs anchor the
Company's research platform: DNA/RNA-based Medicines and Small
Molecules.  Genasense(R) (oblimersen sodium) Injection is the
Company's lead compound from its DNA/RNA Medicines program.  The
leading drug in Genta's Small Molecule program is Ganite(R)
(gallium nitrate injection), which the Company is exclusively
marketing in the U.S. for treatment of symptomatic patients with
cancer related hypercalcemia that is resistant to hydration.  The
Company has developed G4544, an oral formulation of the active
ingredient in Ganite, which has recently entered clinical trials
as a potential treatment for diseases associated with accelerated
bone loss.  The Company is also developing tesetaxel, a novel,
orally absorbed, semi-synthetic taxane that is in the same class
of drugs as paclitaxel and docetaxel.  Ganite and Genasense are
available on a "named-patient" basis in countries outside the
United States.

As reported in the Troubled Company Reporter on May 14, 2009,
Genta Incorporated said it currently projects that it will run out
of funds in June 2009 absent additional funding.  Moreover, the
Company does not have any additional financing in place.  If the
Company is unable to raise additional funds, it could be required
to reduce its spending plans, reduce its workforce, license or
sell assets or products it would otherwise seek to commercialize
on its own, or file for bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, on acceptable
terms.

Genta said its recurring losses and negative cash flows from
operation raise substantial doubt about its ability to continue as
a going concern.


GENTA INC: Inks Securities Purchase Agreement With Investors
------------------------------------------------------------
Genta Incorporated disclosed in a filing with the Securities and
Exchange Commission that the Company entered into a securities
purchase agreement with certain accredited institutional investors
for a private placement of senior secured convertible notes
totaling in the aggregate of up to $40 million in gross proceeds.

The Company closed on approximately $20 million of the Notes on
June 9, 2008.  On June 9, 2008, in connection with the 2008
Financing, the Company issued a form of senior secured convertible
promissory note due June 9, 2010, to the 2008 Note Holders.

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

Therefore, on May 22, 2009, the Company entered into a Note
Conversion and Amendment to Consent Agreement, dated as of May 21,
2009, with the 2008 Note Holders in order to amend the Consent
Agreement to:

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

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

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

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

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

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

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

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

Pursuant to the Amendment, the consent of holders of at least 95%
in outstanding principal amount of the 2008 Notes was required for
the Amendment to be effective.

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

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

                     About Genta Incorporated

Genta Incorporated -- http://www.genta.com/-- is a
biopharmaceutical company with a diversified product portfolio
that is focused on delivering innovative products for the
treatment of patients with cancer.  Two major programs anchor the
Company's research platform: DNA/RNA-based Medicines and Small
Molecules.  Genasense(R) (oblimersen sodium) Injection is the
Company's lead compound from its DNA/RNA Medicines program.  The
leading drug in Genta's Small Molecule program is Ganite(R)
(gallium nitrate injection), which the Company is exclusively
marketing in the U.S. for treatment of symptomatic patients with
cancer related hypercalcemia that is resistant to hydration.  The
Company has developed G4544, an oral formulation of the active
ingredient in Ganite, which has recently entered clinical trials
as a potential treatment for diseases associated with accelerated
bone loss.  The Company is also developing tesetaxel, a novel,
orally absorbed, semi-synthetic taxane that is in the same class
of drugs as paclitaxel and docetaxel.  Ganite and Genasense are
available on a "named-patient" basis in countries outside the
United States.

As reported in the Troubled Company Reporter on May 14, 2009,
Genta Incorporated said it currently projects that it will run out
of funds in June 2009 absent additional funding.  Moreover, the
Company does not have any additional financing in place.  If the
Company is unable to raise additional funds, it could be required
to reduce its spending plans, reduce its workforce, license or
sell assets or products it would otherwise seek to commercialize
on its own, or file for bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, on acceptable
terms.

Genta said its recurring losses and negative cash flows from
operation raise substantial doubt about its ability to continue as
a going concern.


GLORIA HARDEMON: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gloria Hardemon
        244 E. 14th Street
        Chicago, IL 60605

Bankruptcy Case No.: 09-21014

Chapter 11 Petition Date: June 9, 2009

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Debra J. Vorhies Levine, Esq.
                  debravlevine@yahoo.com
                  Law Offices of Debra V. Levine
                  53 W Jackson Boulevard, Suite 404
                  Chicago, IL 60604
                  Tel: (312) 259-5970
                  Fax: (312) 588-0785

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Shore Bk                       property          $367,772
7936 S. Cottage Grove
Chicago, IL 60619

Bk Of Amer                     credit card       $21,019
4060 Ogletown/Stan
Newark, DE 19713

Peoples Engy                   utility           $15,199
130 E Randolph
Chicago, IL 60601

Chase                          credit card       $13,514
Bank One Card Serv
Westerville, OH 43081

Chryslr Fin                    2006 jeep         $9,325

Internal Revenue Service       tax               $9,087

Amex                           credit card       $9,085

City of Chicago                property          $5,466

Citi                           credit card       $1,949

Americollect                   collection        $1,797

Illinois Collection Se                           $734

Cap One                        credit card       unknown


HAWKER BEECHCRAFT: S&P Raises Corporate Credit Rating to 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its long-
term corporate credit rating on Hawker Beechcraft Inc. to 'CCC+'
from 'SD' (selective default).  The outlook is negative. About
$2.3 billion of debt is outstanding.

S&P also raised its issue-level ratings on wholly owned subsidiary
Hawker Beechcraft Acquisition Co. LLC's senior unsecured and
subordinated debt to 'CCC-' from 'D', two notches below the
corporate credit rating on Hawker Beechcraft.  The recovery rating
on the senior unsecured and subordinated debt remains at '6',
indicating S&P's expectations that lenders would achieve
negligible (0 to 10%) recovery in the event of a payment default.

At the same time, S&P lowered its issue-level rating on HBAC's
senior secured debt to 'B-' from 'B'.  The downgrade positions the
senior secured debt one notch above the corporate credit rating on
Hawker Beechcraft, the same differential as before the company
announced its tender offer to buy a portion of its unsecured notes
at values substantially below par.  The recovery rating on this
debt remains at '2', indicating S&P's expectations of substantial
(70% to 90%) recovery of principal in the event of a payment
default.

The corporate credit rating reflects S&P's view of the company's
post-tender-offer risk of payment default and potential for
further distressed redemptions.  Although Hawker Beechcraft will
benefit from lower long-term debt and interest expense, credit
protection measures will remain very weak.  Furthermore, the
company's liquidity cushion is now smaller following the full draw
of its $365 million revolving credit facility to fund operations
and the tender offer.

On May 5, 2009, the company announced that it was offering to
purchase for cash a portion of its senior fixed-rate notes due
2015, senior paid-in-kind election notes due 2015, and
subordinated notes due 2017 at values substantially below par for
an aggregate purchase price of up to $100 million, which the
company later increased to $150 million.  In aggregate, the
company accepted about $274.5 million of notes, paying about
$96 million.  The aggregate principal amount of the notes
outstanding is now about $603 million, almost $500 million less
than the amount outstanding before this tender offer and open
market purchases in the first quarter of 2009, at a combined cash
cost of about $140 million to Hawker Beechcraft.

Wichita, Kansas-based Hawker Beechcraft's corporate credit rating
reflects very high debt leverage, the potential for additional
distressed exchange offers for secured and unsecured debt, poor
credit protection measures, large swings in working capital, and
risks associated with the current sharp market downturn, which is
likely to last at least through 2010.  S&P believes these factors
easily outweigh the company's position as a well-established major
manufacturer of business jets, turboprops, and piston aircraft,
and its adequate near-term liquidity.

Although Hawker Beechcraft had a sizable aircraft order backlog of
$7.3 billion at March 29, 2009 (more than two years of
production), numerous order deferrals and cancellations across the
industry will likely lead to considerably lower earnings and cash
flow generation than S&P expected and adverse effects on the
company's already very weak credit protection measures.  Demand
for new planes has fallen steeply because of the global recession,
lower corporate profits, tight credit markets, and an increased
number of attractively priced used planes on the market.  In
addition, in the current economy, some people view the use of
corporate aircraft unfavorably.

The current market slump reverses a strong upward cycle in recent
years, which was driven mostly by an expanding U.S. economy,
higher corporate profits, new models, and increasing global
wealth, resulting in a higher percentage of orders from
international customers (Hawker Beechcraft's international sales
rose to 47% of the total in 2008).  In response to the sharp
market downturn, Hawker Beechcraft has taken aggressive actions to
lessen the effect of weaker demand on profitability by reducing
production rates for 2009 on most models (except the Hawker 4000
jet and the military trainer, deliveries of which will be
significantly up this year) and cutting its workforce by about 500
employees in November 2008.  In addition, the company announced in
early 2009 another 2,300 workforce reductions to be completed by
the end of 2009, for a total 25% to 30% decrease in the workforce.

Restructuring initiatives in recent years improved profitability,
but a costly August 2008 strike, losses on early production Hawker
4000 units, and ongoing development costs of new models reduced
operating profit margin (before depreciation and amortization) to
8% in 2008; the margin improves to the low-teens percentage area
when adjusted for certain nonrecurring items.  Margins will likely
be slightly lower in 2009 because the ramp-up of Hawker 4000 early
deliveries carries low margins.  Hawker Beechcraft should have
adequate liquidity in 2009, supported primarily by cash and
equivalents of $299 million (as of May 4, 2009), reflecting a
fully drawn, $365 million revolving credit facility.

Working capital requirements fluctuate considerably during the
year; operations typically use cash in the first quarter because
of fewer aircraft deliveries, and they generate substantial cash
flow in the fourth quarter when deliveries are usually strongest.
In the current sharp market downturn, cash generation may not
follow the same pattern.  Still, cash flow should benefit from an
expected increase in Hawker 4000 deliveries, associated inventory
reduction, and lower capital expenditures.  Debt maturities will
be low for the next five years ($13 million per year amortization
of the term loan).  Required contributions for the underfunded
postretirement obligations will be minimal in 2009.

The outlook is negative.  S&P could lower the ratings if the
market for business jets deteriorates materially, resulting in
reduced earnings, cash generation, and liquidity.  Because the
revolving credit facility is fully drawn, a further decline in
demand for Hawker Beechcraft aircraft, lower customer advances
from fewer orders, and an inability to fully adjust production
rates and other costs could reduce the liquidity cushion provided
by cash on hand.  S&P would also lower the ratings if the company
undertakes additional distressed debt redemptions.

S&P is less likely to revise the outlook to stable in the near
term, considering the weak industry conditions.


KENNETH KNIE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Kenneth Robert Knie
        Michelle Denise Knie
        dba Tri Corp. Development
        dba Tri Corp. Development Inc.
        dba RAH ND LLC
        dba Grant Creek Heights Inc.
        dba Phoenix New Beginnings, LLC
        PO Box 17332
        Missoula, MT 59808

Bankruptcy Case No.: 09-61104

Chapter 11 Petition Date: June 9, 2009

Court: District of Montana (Butte)

Debtor's Counsel: Gregory W. Duncan, Esq.
                  gd@mt.net
                  Duncan Law Office
                  2687 Airport Road, Ste. A
                  Helena, MT 59601
                  Tel: (406) 442-6350

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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


KRISPY KREME: Net Income Down to $1.9MM in Quarter ended May 3
--------------------------------------------------------------
Krispy Kreme Doughnuts, Inc., reported financial results for the
first quarter of fiscal 2010, ended May 3, 2009.

The Company's operating income for the first quarter of 2009 was
$5.8 million compared to $5.6 million in the first quarter last
year.

The Company's net income in the first quarter of 2009 was $1.9
million compared to net income of $4.0 million in the first
quarter of 2008.

In the first quarter of 2009, the Company prepaid $20 million of
principal on its term loan, reducing its balance to $54 million.
Even after this significant use of cash for debt reduction, the
Company finished the quarter with $21 million of cash and
$9 million of unused revolving credit.

At May 3, 2009, the Company's sheet showed total assets of
$180.3 million, total liabilities of $119.4 million, and
shareholders' equity of $60.9 million.

                   About Krispy Kreme Doughnuts

Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts
Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer
and wholesaler of doughnuts.  The company's principal business,
which began in 1937, is owning and franchising Krispy Kreme
doughnut stores where over 20 varieties of doughnuts are made,
sold and distributed and where a broad array of coffees and other
beverages are offered.

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2009,
Krispy Kreme Doughnuts, Inc., said it has reached an agreement
with lenders on amendments to its credit facilities that should
enable the Company to remain in compliance with the agreements and
continue to provide backup sources of liquidity.


LEHMAN BROTHERS: Barclays Says Lehman's Claim Has No Basis
----------------------------------------------------------
Barclays Plc contends that Lehman Brothers Holdings Inc. has no
basis for conducting an investigation into its acquisition of
Lehman's North American investment banking business one week
after the Chapter 11 filing in September, Bloomberg's Bill
Rochelle reports.

Lehman Brothers Holdings Inc. had claimed it received inadequate
consideration for the sale of its brokerage unit to Barclays.

On Friday, Barclays told the Court said Lehman's motion amounted
to a wholesale attack on the bankruptcy court order, which
approved the sale.

A hearing on the dispute is set for June 24, 2009.  The motion for
discovery was filed May 18.

                     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)


LEONARD O. WALLACE: Wants Elsaesser Jarzabek as Bankruptcy Counsel
------------------------------------------------------------------
Leonard O. Wallace asks the U.S. Bankruptcy Court for the District
of Idaho for permission to employ Elsaesser Jarzabek Anderson
Marks & Elliot, CHTD., as counsel.

The firm will provide legal assistance and advice needed by the
Debtor to propose and have confirmed a Chapter 11 Plan of
Reorganization.

The hourly rates of the firm's personnel are:

     Ford Elsaesser                         $275
     Bruce Anderson                         $245
     Support Staff                           $75

The firm received $5,000 for prepetition services and $1,039 for
the filing fee.  All funds were applied to prepetition fees and
filing fee.  The firm will write off unpaid balances as of the
petition date, if any.  The firm holds a prepetition retainer in
its trust account amounting to $18,961.

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

The firm can be reached at:

     Elsaesser Jarzabek Anderson Marks & Elliot, CHTD.
     1400 Northwood Ctr. Ct. No. C
     Coeur d'Alene, ID 83814
     Tel: (208) 667-2900
     Fax: (208) 667-2150

                      About Leonard O. Wallace

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


LIFE SCIENCES: Board and Committee OK Amendments to Incentive Plan
------------------------------------------------------------------
The board of directors and compensation committee of Life Sciences
Research, Inc., at a joint meeting on June 3, 2009, approved
certain amendments to the Long Term Incentive Plan.  The Company
related that two management directors, Andrew H. Baker and Mr.
Brian Cass abstained from the board vote.

The amendments to the LTIP include:

   1. In the event there is a change in control of the Company on
      or before December 31, 2010,then:

      -- The LTIP matures immediately upon the change in control
         and the target performance level is deemed achieved;

      -- Payout to participants in the LTIP is based on the
         individual gross salaries, prior to the 6% reduction in
         salaries now in force, current at the time of the change
         in control.

      -- Payout to participants in the LTIP is made at the levels
         prescribed for having fully achieved the 16% operating
         profit percentage LTIP target.

      -- Payout is made within 30 days after the date of the
         change in control.

      -- The LTIP payout amount to be included in a participant's
         total compensation or base salary for purposes of
         calculating employment termination payments following a
         change in control under employment agreement or other
         applicable change in control provisions is limited to one
         third of the individual recipient's LTIP payout.

      -- There will be a modified cutback of LTIP payouts to
         comply with U.S. tax code Section 280G limits for those,
         if any, to whom Section 280G applies.

   2. In the event there is not a change in control of the Company
      on or before December 31, 2010:

      -- The plan matures at December 31, 2010.

      -- Payout to participants in the LTIP is calculated based on
         the operating profit percentage achieved in the best 4
         consecutive quarters during the plan period, Jan. 1,
         2007, through December 31, 2010.

      -- Payout is prorated to the original LTIP Target.  That
         payout will be equal to the percentage which the Best OP%
         bears to the LTIP Target; 100% will be paid if the LTIP
         Target is achieved over any 4 consecutive quarters.

      -- Payout is based on the individual gross salaries, prior
         to 6% reduction now in force, current at the time of
         maturity.

      -- Payout is made within 30 days after the earlier of (i)
         achieving the LTIP Target or (ii) March 31, 2011, if the
         LTIP Target is not fully achieved by December 31, 2010,
         in which case the payout would be based on the pro rata
         percentage of the Best OP% to the LTIP Target.

The aggregate amount payable to all participants under the 2007
LTIP in the event of a change in control of the Company or full
achievement of the LTIP Target is approximately $4.89 million.
The potential payments under the LTIP in the event of a change in
control of the Company or full achievement of the LTIP Target for
each of the executive officers is:

   Andrew Baker, Chairman and CEO*               $1,132,000
   Brian Cass, Pres. and Managing Director*      $1,132,000
   Richard Michaelson, CFO                         $560,000
   Julian Griffiths, Director of Operations*       $490,000
   Mark Bibi, Secretary and General Counsel      $420,000

* Payments to Messrs. Baker, Cass and Griffiths are made in UK
  pounds sterling.  For purposes of estimating these payments in
  U.S. dollars, an exchange rate of GBP1.00 = $1.53 has been used.

                       About Life Sciences

Headquartered in East Millstone, New Jersey, Life Sciences
Research Inc. (NYSE Arca: LSR) -- http://www.lsrinc.net/-- is a
global contract research organization providing product
development services to the pharmaceutical, agrochemical and
biotechnology industries.  LSR operates research facilities in the
United States and the United Kingdom.

At March 31, 2009, the Company's balance sheet showed total assets
of $173.8 million and total liabilities of $185.0 million,
resulting in a stockholders' deficit of $11.2 million.


MARK IV: Obtains Access to JPMorgan $90MM Facility on Final Basis
-----------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Mark IV Industries Inc.
and its debtor-affiliates to access, on a final basis, $90 million
in postpetition financing under the credit and guarantee agreement
with JPMorgan Chase Bank N.A, as administrative and syndication
agent, and J.P. Morgan Securities Inc., as sole lead arranger and
sole bookrunner.

Judge Bernstein also authorized the Debtors to use cash collateral
securing repayment of secured loans.  In addition, he allowed Mark
IV Industries to access up to $35 million, DAYCO EUROPE S.r.l. of
Italy, $25 million; and Mark IV Industries Corp. of Canada, $30
million.

The facility is expected to mature on May 4, 2010.

Under the agreement, the ABR loan incurs interest at a rate per
annum equal to the ABR plus 4% on U.S. term loans and Canadian
loans while the Eurocurrency loan accrues interest for each day
during each interest period at a rate per annum equal to the
Eurocurrency Rate determined for such day plus 5% for the
U.S. term loans and Canadian term loans and 3.5% for the Italian
term loans.  Default rate is applicable rate plus 2%.

The Debtors aver that the DIP financing will provide them with
much needed liquidity to permit the orderly continuation of the
operation of the businesses and the completion of the
restructuring process, and to help maintain necessary liquidity
levels at their non-debtor foreign affiliates and subsidiaries.
The proceeds of the DIP loan will be used to (i) fund working
capital and other general corporate purposes, and (ii) pay fees,
costs and expenses in connection with the DIP agreement.

The DIP facility is subject to a $4 million carve-out to pay all
unpaid professional fees and expenses.

The DIP agreement contains appropriate events of default
including, among other things, a plan of reorganization filed by
any of the Debtors that does not provide for the termination of
the commitments and payment in full of the obligations on the
effective date.

To secure their DIP obligations, the lenders will have
superpriority administrative claim status over any and all
administrative expenses.

                     About Mark IV Industries

Headquartered in Amherst, New York, Mark IV Industries, Inc., --
http://www.mark-iv.com/-- is a privately held leading global
diversified manufacturer of highly engineered systems and
components for vehicles, transportation infrastructure and
equipment.  The Company's systems and components are designed to
promote a cleaner and safer environment and include power
transmission, air admission and cooling, advanced radio frequency,
and information display, technologies.  The Company has a
geographically diverse innovation, marketing and manufacturing
footprint.

Mark IV filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of New York on April 30.  Mark IV's
International and IVHS operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

The Company has also established a Restructuring Information Line,
which is 888-248-4460.  Outside the U.S., callers can dial +1 716-
213-6855.  Additional information about the Company's Chapter 11
restructuring can also be found at
http://www.MARKIVRESTRUCTURING.com/


MARK IV: Court Approves Skdden Arps as Bankruptcy Counsel
---------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Mark IV Industries, Inc.,
and its debtor-affiliates to employ Skadden, Arps, Slate, Meagher
& Flom LLP as their counsel.

According to the Troubled Company Reporter on May 11, 2009, the
firm is expected to:

   a) advise the Debtors with respect to their powers and duties
      as debtors and debtors-in-possession in the continued
      management and operation of their businesses and
      properties;

   b) advise the Debtors with respect to corporate transactions
      and corporate governance, and in any negotiations and out-
      of-court agreements with creditors, equity holders,
      prospective acquirers, and investors;

   c) assist the Debtors with respect to employee matters;

   d) attend meetings and negotiate with representatives of
      creditors and other parties in interest and advise and
      consult on the conduct of the Chapter 11 cases, including
      all of the legal and administrative requirements of
      operating in Chapter 11;

   e) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, the defense of any actions commenced against
      those estates, negotiations concerning all litigation in
      which the Debtors may be involved and objections to claims
      filed against the estates;

   f) review and prepare on behalf of the Debtors all documents
      and agreements as they become necessary and desirable;

   g) review and prepare on behalf of the Debtors all pleadings,
      motions, administrative and procedural applications,
      answers, orders, reports, papers, supporting schedules and
      statements necessary to the administration of the estates;

   h) negotiate and prepare on the Debtors' behalf Plan of
      Reorganization, disclosure statement and all related
      agreements and documents and take any necessary action on
      behalf of the Debtors to obtain confirmation of the Plan;

   i) review and object to claims; analyze, recommend, prepare,
      and bring any causes of action created under the Bankruptcy
      Code;

   j) advise the Debtors in connection with any sale of assets;

   k) appear before this Court, any appellate courts, and the
      U.S. Trustee, and protect the interests of the Debtors'
      estates before the courts and the U.S. Trustee; and

   l) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtors in connection
      with these Chapter 11 cases.

J. Eric Ivester, Esq., member of the firm of Skadden, told the
Court that the firm received $1,000,000 to be held as on-account
cash for the advance payment of prepetition professional fees and
expenses incurred and charged by Skadden in its representation of
the Debtors, the balance of which would become an evergreen
retainer for professional fees and expenses incurred and charged
by Skadden in its representation of the Debtors on the
commencement of these Chapter 11 cases.  The Debtors paid Skadden
$1,360,046 to replenish the On-Account Cash.

The hourly rates of Skadden personnel are:

     Associates and Counsel                $360 to $835
     Partners                              $730 to $1,050
     Legal Assistants and Support Staff    $175 to $295

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

Mr. Ivester can be reached at:

     Skadden, Arps, Slate, Meagher & Flom LLP
     Four Times Square
     New York, NY 10036
     Tel: (212) 735-3000
     Fax: (212) 735-2000

                     About Mark IV Industries

Headquartered in Amherst, New York, Mark IV Industries, Inc., --
http://www.mark-iv.com/-- is a privately held leading global
diversified manufacturer of highly engineered systems and
components for vehicles, transportation infrastructure and
equipment. The company's systems and components are designed to
promote a cleaner and safer environment and include power
transmission, air admission and cooling, advanced radio frequency,
and information display, technologies. The company has a
geographically diverse innovation, marketing and manufacturing
footprint.

Mark IV filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of New York on April 30.  Mark IV's
International and IVHS operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

The Company has also established a Restructuring Information Line,
which is 888-248-4460. Outside the U.S., callers can dial +1 716-
213-6855. Additional information about the Company's Chapter 11
restructuring can also be found at
http://www.MARKIVRESTRUCTURING.com/


MATTRESS HOLDING: Moody's Confirms 'Caa1' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service confirmed Mattress Holding Corp.'s Caa1
Corporate Family Rating and changed its Probability of Default
rating to Caa1/LD.  The ratings outlook is negative.  These
actions conclude the review for possible downgrade that began on
February 20, 2009.

The confirmation reflects Moody's expectation that the company's
performance will stabilize at weaker levels in this difficult
economic environment, and that various cost containment actions
will result in positive free cash flow generation over the next
twelve months.  The company's credit metrics are expected to
remain weak, but within expectations for the current rating.  The
actions also anticipate likely improvement in Mattress Holding's
financial covenant headroom related to recent changes in the
company's consolidated capital structure.

The PDR was changed to Caa1/LD to reflect Moody's view that a
portion of the capital structure change resulted in some economic
loss to holders of a certain debt obligation due to the
elimination of subsidiary guarantees and temporary conversion of
required cash interest payments into pay-in-kind.  The transaction
was deemed a distressed exchange by Moody's, and a limited default
designation was assigned to the PDR.  Moody's will remove the
limited default designation approximately three days after the
date of this release, and the ratings on the revolver and term
loan will be changed to B2 reflecting the expected change in
liability mix within the company's pro forma, consolidated capital
structure.

The negative outlook reflects Moody's expectation for continued-
weak economic conditions through 2009, with the rate of decline
diminishing through the year.  Should the company's operating
performance deteriorate beyond expectations, contractual covenant
tightening could again prove problematic.

Ratings confirmed:

  -- Corporate family rating at Caa1;
  -- Senior secured revolving credit facilities at B3 (LGD3, 32%).

Ratings changed:

  -- Probability of Default rating to Caa1/LD from Caa1;

Subsequent rating actions -- these ratings changes will take place
in approximately three business days:

  -- Probability of Default rating to Caa1 from Caa1/LD;

  -- Senior secured revolving credit facilities to B2 (LGD2, 29%)
     from B3 (LGD3, 32%).

The last rating action on Mattress Holding was on February 20,
2009 when Moody's downgraded the company's corporate family rating
to Caa1 and placed all ratings on review for possible further
downgrade.

Mattress Holding Corp., headquartered in Houston, Texas, is a
leading specialty retailer of conventional and specialty
mattresses, with stores in 22 states, primarily located in the
South and Southwestern, and a portion of the Midwestern United
States.  Revenues for the fiscal year ended February 3, 2009
exceeded $430 million.


MERCURY COMPANIES: Wants Plan Filing Period Extended to August 7
----------------------------------------------------------------
Mercury Companies Inc., and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Colorado to extend their
exclusive period to propose a Chapter 11 plan through August 7,
2009, and their exclusive period to solicit acceptances of that
plan through October 6, 2009.

This is the fourth request for an extension of the Debtors'
exclusive periods.

The Debtors tell the Court that rather than focus on a plan of
reorganization, they had focused all their attention on claims
review, which will have a significant impact on the structure of a
plan.

Mercury informs the Court that they are in the concluding stages
of their asset liquidations.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

Mercury Companies filed for Chapter 11 protection on August 28,
2008.  Two months later, six subsidiaries, namely Arizona Title
Agency, Inc., Financial Title Company, Lenders Choice Title
Company, Lenders First Choice Agency, Inc., Texas United Title,
Inc., dba United Title of Texas and Title Guaranty Agency of
Arizona, Inc., also filed voluntary Chapter 11 petitions.  Mercury
The units' cases are jointly administered with Mercury's
(Bankr. D. Colo. Lead Case No. 08-23125).  Daniel J. Garfield,
Esq., and Michael J. Pankow, Esq., at Brownstein Hyatt Farber
Schreck, and Vikki L. Vander Woude, Esq., at Manatt Phelps &
Phillips, represent the Debtors as counsel.  Lars H. Fuller, Esq.,
at Baker Hostetler, represent the official committee of unsecured
creditors appointed in the case.


METALDYNE CORP: U.S. Trustee Forms Five-Member Creditors' Panel
---------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors of Metaldyne Corporation and its debtor-affiliates.

The members of the Committee:

  a) General Aluminum
     6065 Parkland Blvd.
     Cleveland, Ohio 44124
     Attn: Edward Crawford, Chairman and
           chief executive officer.
     Tel: (440) 947-2000

  b) Citation Corporation
     27275 Haggerty Road, Suite 420
     Novi, Michigan 48377
     Attn: Lou Lavorata, chief financial officer
     Tel: (248) 522-5165

  c) SKF USA Inc.
     PO Box 332
     Kulpsville, Pennsylvania 19443-0330
     Attn: Rex Thrasher, director of credit and
           collections
     Tel: (267) 436-6882

  d) International Union, UAW
     8000 East Jefferson Avenue
     Detroit, Michigan 48214
     Attn: Niraj R. Ganatra, associate general counsel
     Tel: (313) 926-5216

  e) QMP-America
     Division of High Purity Iron Inc.
     1625 Rout Marie-Victoria
     Sorel-Tracy, Quebec, Canada 33R 1M6
     Attn: Diane D'Amour, collection manager
     Tel: (450) 746-3685

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 Metaldyne Corporation

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japanbased chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a leading global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain and chassis applications including engine,
transmission/transfer case, wheel end, and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.

On January 11, 2007, in connection with a plan of merger, Asahi
Tee Corporation in Japan acquired the shares of Metaldyne.  On the
same date, Asahi Tee contributed those shares to Metaldyne
Holdings, and Asahi Tee thereby became the indirect parent of
Metaldyne and its other units.  RHJ International S.A. of Belgium
now holds approximately 60.1% of the outstanding capital stock of
Asahi Tec.

The Company own 23 different properties, including 14 domestic
manufacturing facilities in six states, and more than 10
manufacturing facilities North America, Europe, South America and
Asia.

For the fiscal year ended March 29, 2009, the company recorded
annual revenues of approximately $1.32 billion.  As of March 29,
2009, utilizing book values, the company had assets of
approximately $977 million and liabilities of $927 million.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S. D. NY Lead Case No. 09-13412).  Richard H. Engman,
Esq., at Jones Day represents the Debtors in their restructuring
efforts.  The Debtors propose to hire Judy A. O'Neill, Esq., at
Foley & Lardner LLP as conflicts counsel; Lazard Freres & Co. LLC
and AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  The Debtors have assets and debts both ranging from
$500 million to $100 million.


NANOGEN INC: Wants to Hire Ashby & Geddes as Bankruptcy Counsel
---------------------------------------------------------------
Nanogen, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to employ Ashby &
Geddes, P.A., as their counsel.

Ashby & Geddes will, among other things:

   a) perform all necessary services as the Debtors' counsel,
      including without limitation, preparing, or assisting in the
      preparation of, all necessary documents on behalf of the
      Debtors;

   b) advise the Debtors of their powers and duties as debtors-in-
      possession in the continued operation of their businesses
      and management of their properties; and

   c) appear at hearings before the Bankruptcy Court on behalf of
      the Debtors.

Pre-bankruptcy, Ashby & Geddes received a $75,000 retainer which
was later supplemented in connection with the planning and
preparation of initial documents and its proposed postpetition
representation of the Debtors.  As of the petition date, Ashby &
Geddes may have been owed amounts for services and expenses
incurred.  However, Ashby & Geddes agreed to waive any prepetition
claim.

The hourly rates of Ashby & Geddes' personnel are:

     William Pierce Bowden, Esq., member     $545
     Ricardo Palacio, Esq., member           $435
     Karen B. Skomorucha, Esq., associate    $295
     Anthony Dellose, paralegal              $180

To the best of the Debtors' knowledge, Ashby & Geddes is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Ashby & Geddes, P.A.
     500 Delaware Avenue, 8th Floor
     P.O. Box 1150
     Wilmington, DE 19899
     Tel: (302) 654-1888
     Fax: (302) 654-2067

                        About Nanogen, Inc.

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

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


NCL CORP:  S&P Withdraws 'B' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on U.S.-based NCL Corp. and the 'CCC+' rating on
NCL's US$250 million 10.625% senior unsecured notes due 2014
(US$9.8 million currently outstanding) at the company's request.

The ratings on NCL reflect its high leverage, weak operating
performance, established presence in North American cruise market,
and uncertainty surrounding its performance in the current
economic environment.

Standard & Poor's has no information on NCL's current liquidity
position and does not have access to its management strategy.
Based on the information available to S&P, S&P expects NCL's
rating to be in the 'B' range, however, it is possible that the
rating on NCL could be lower than this.


NORTEL NETWORKS: Huron Consulting Bills $452,138 for April Work
---------------------------------------------------------------
Four professionals retained in Nortel Networks Inc. and its
debtor-affiliates' Chapter 11 cases seek interim allowance of fees
for services rendered for the period from January to April 2009
and reimbursement of expenses incurred during the same fee period:

Professional           Fee Period        Fees      Expenses
------------           ----------        ----      --------
Huron Consulting Group 04/01/09 to      $452,138    $48,998
                        04/30/09

Jackson Lewis LLP      03/01/09 to       $20,942        $30
                        03/31/09

Morris Nichols Arsht   03/01/09 to       $40,052    $16,676
& Tunnell LLP          03/31/09

                        04/01/09 to       $42,954    $10,037
                        04/30/09

Paradigm DKD Group LLC 01/14/09 to      $283,480         $0
                        03/31/09

Morris Nichols also submitted its first interim fee application
for the period January 14 to April 30, 2009, seeking allowance of
$242,479 in fees, and reimbursement of $100,635 in expenses.

Morris Nichols, Shearman & Sterling LLP, and Huron Consulting also
submitted their first quarterly fee applications.  Morris Nichols
seeks interim allowance of $242,479, and reimbursement of $100,635
in expenses while Shearman seeks interim allowance of $237,602 and
reimbursement of $4,774, for the period from January 14 to April
30, 2009.  Meanwhile, Huron Consulting seeks interim allowance of
$1,194,400 in fees and reimbursement of $135,430 in expenses for
the period from February 2 to April 30, 2009.

Six other professionals retained by the Official Committee of
Unsecured Creditors also filed their monthly applications for
interim allowance of fees and reimbursement of expenses for March
and April 2009.  They are:

Professional           Fee Period        Fees      Expenses
------------           ----------        ----      --------
Akin Gump Strauss      04/01/09 to      $919,594    $22,201
Hauer & Feld LLP       04/30/09

Capstone Advisory      03/01/09 to      $435,213     $5,537
Group LLC              03/31/09

Ashurst LLP            04/01/09 to     GBP77,055     GBP132
                        04/30/09

Fraser Milner          04/01/09 to     C$511,662    C$5,102
Casgrain LLP           04/30/09

Richards Layton &      03/01/09 to        $7,646     $2,370
Finger P.A.            03/31/09

                        04/01/09 to        $4,002       $579
                        04/30/09

Jefferies & Company    03/01/09 to      $200,000     $2,615
Inc.                   03/31/09

                      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)


OPUS WEST: May File for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Sam Black at Business Journal reports that Opus West is
considering filing for bankruptcy protection.

Opus Corp. spokesperson Winston Hewett said that the company has
hired a counsel to explore restructuring options, Business Journal
relates.  The restructuring could include filing for Chapter 11
bankruptcy, according to the news source.

Business Journal says that Opus West's new project, the Glendale
Corporate Center, recently went into foreclosure.  The Arizona
Republic relates that the 300,000 sq. ft. office building is the
subject of a lawsuit by Bank of the West, which is seeking $30.9
million for a past-due construction loan on the new development.
The Arizona Republic says that the Bank has scheduled a
foreclosure auction on August 13 for the property.

Opus West is a Phoenix-based operating company.  It is a unit of
Minnetonka, Minnesota-based Opus Corp.


PHOENIX COYOTES: Relocation Fee May Block Jim Balsillie's Bid
-------------------------------------------------------------
Bob Baum at The Associated Press reports that a relocation fee
imposed by the National Hockey League could block Jim Balsillie's
bid to purchase Phoenix Coyotes and move it to Hamilton, Ontario.

According to The AP, the Hon. Redfield T. Baum of the U.S.
Bankruptcy Court for the District of Arizona said that his reading
of case law shows that the NHL owns the right to the Hamilton
region and would be entitled to a fee if a team is located there.

It would be hard to come up with a proposed number for the fee as
it is determined by the board of governor's as part of the
relocation process, The AP relates, citing NHL attorneys.  Judge
Baum said that he might force the NHL to come up with a number by
ordering an auction of the team on June 22, according to the
report.

The AP states that the fee could discourage Mr. Balsillie from
buying Phoenix Coyotes and could withdraw his bid, and the NHL
could try to sell the team to someone who would keep the Coyotes
in Arizona.  "I did have a brief discussion with Jim about it this
morning, and the contract gives us the right to walk away if
there's any transfer fee at all," the report quoted Mr.
Balsillie's representative, Richard Riordan, as saying.

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


PLIANT CORP: Wants Plan Filing Period Extended to October 9
-----------------------------------------------------------
Pliant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive period to file a plan through and including October 9,
2009, and their exclusive period to solicit acceptances of that
plan through and including December 9, 2009.

Although the Debtors have filed a plan of reorganization within
the filing exclusive period, the Debtors request an extension out
of an abundance of caution.  The hearing on the disclosure
statement is presently scheduled for June 29.

As reported in the Troubled Company Reporter on June 9, an
adversary proceeding against the major lenders, including Merrill
Lynch Bank USA and Wilmington Trust Co., has been filed by the
official committee of unsecured creditors to recoup a greater
portion of the plastic film manufacturer's assets.

As reported in the Troubled Company Reporter on May 19, 2009,
Pliant Corp. has filed with the Bankruptcy Court proposed
revisions to their First Amended Joint Plan of Reorganization,
which was filed with the Court on May 1, 2009.  As envisioned, the
Debtors' First Lien Notes will be exchanged for 100% of the Class
A New Common Stock to be issued pursuant to the Plan.  To the
extent classes containing the claims of Second Lien Noteholders,
Senior Subordinated Noteholders, and General Unsecured Claims vote
to accept the Plan, holders of claims in those classes will
receive a pro rata distribution of New Warrants to be issued
pursuant to the Plan.  The Debtor's Prepetition Credit Facility
claims will be paid in full in cash, and claims and interests of
Pliant's existing equity holders will be extinguished.  Estimated
recovery for unsecured claims, estimated at $274.8 million, is
0.5%.

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

The Debtor and 10 of its affiliates filed for Chapter 11
protection on January 3, 2006 (Bankr. D. Del. Lead Case No.
06-10001).  James F. Conlan, Esq., at Sidley Austin LLP, and Edmon
L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, represented the Debtors in their restructuring
efforts.  The Debtors tapped McMillan Binch Mendelsohn LLP, as
Canadian counsel.  As of September 30, 2005, the Company had
$604.3 million in total assets and $1.19 billion in total debts.
The Debtors emerged from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Committee
selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


PRESIDENTIAL CLUB: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Presidential Club LLLP has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Southern District
of Florida.

According to court documents, Presidential Club listed $1 million
to $10 million in assets and $10 million to $50 million in debt.

Court documents say that Presidential Club's top unsecured
creditors include:

     -- Helena Chemical Co. of Fort Pierce, which is owed
        $12,031;

     -- Greenzkeeper Wholesale Supply Corp. of Boca Raton, owed
        $11,216; and

     -- Florida Power & Light Co., owed $8,112.

According to records filed with the Miami-Dade County Circuit
Court, the Union Labor Life Insurance Co. gave Presidential Club a
$17.25 million mortgage in September 2005.  Business Journal
states that the loan was increased to $17.75 million in August,
and $20.03 million in December.

Business Journal relates that Matthew Kramer, Esq., at Bilzin
Sumberg Baena Price & Axelrod, assists Presidential Club in its
restructuring efforts.

Presidential Club LLLP owns the Presidential Country Club, an 18-
hole golf course in North Miami Beach.  Presidential Club is
majority held by BCOM Presidential, an affiliate of Miami
Developers BCOM.


QUEBECOR WORLD: RR Donnelley Revises Cash and Stock Offer
---------------------------------------------------------
R.R. Donnelley & Sons has sweetened its unsolicited offer made on
May 12, 2009, to buy Quebecor World Inc., which has commenced the
process of concluding its Chapter 11 reorganization begun in
January, Bloomberg's Bill Rochelle reports.

Donnelley raised its offer to include $100 million more cash and
another $21.6 million in stock.

As revised in a letter sent to Quebecor on June 8, 2009, Donnelley
commits to pay $800 million cash and 30 million shares of its own
stock, worth $416 million at the June 5 closing price, for the
acquisition of Quebecor.  The equity component represents 15% of
Donnelley's stock.

To give better tax consequences, Donnelley says it is prepared to
complete the acquisition through confirmation of a Chapter 11 plan
rather than a sale, according to the report.  Donnelley says its
plan is "significantly more favorable" than the currently pending
stand alone reorganization.

As reported in the Troubled Company Reporter on May 14, 2009,
Quebecor World Inc. received an unsolicited, non-binding and
conditional indication of interest from R.R. Donnelley & Sons
Company to acquire all or substantially all of the assets of
Quebecor World.  The non-binding proposal was communicated on
May 12, 2009, in a letter from Thomas J. Quinlan III, R.R.
Donnelley's President and Chief Executive Officer, to Jacques
Mallette, President and Chief Executive Officer of Quebecor World,
David McCarthy, President of Quebecor World (USA) Inc., and Steven
Strom, Managing Director of Jefferies & Company, Inc., an advisor
to Quebecor World.

Quebecor last month received bankruptcy court approval for
the disclosure statement explaining the plan.

Quebecor's plan calls for giving unsecured creditors notes
for 50% of their claims so long as claims in the class
don't exceed $150 million in total.  The revolving credit
lenders, owed $735 million, and equipment financing lenders,
owed $184 million, would receive a combination of cash, common
stock and preferred stock, for a recovery estimated to be
between 85% and 88%.

New common stock and warrants would go to the holders of
$1.45 billion in unsecured notes to produce a recovery estimated
at 10% to 15%.

As reported in the Troubled Company Reporter on May 25, 2009,
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing on June 30, 2009, at
10:00 a.m., to consider confirmation of the plan of reorganization
filed by Quebecor World (USA), Inc., and its debtor affiliates.
Objections to the confirmation of the Plan are due June 19.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on January
20, 2008.  The following day, 53 of QWI's U.S. subsidiaries,
including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Posts Additional Documents on US & Canadian Plans
-----------------------------------------------------------------
Quebecor World Inc. has filed with the U.S. and Canadian courts
term sheets containing material terms applicable to the various
securities to be issued by Quebecor World upon implementation of
its U.S. and Canadian Plans of Reorganization under Chapter 11 of
the U.S. Bankruptcy Code and the Companies' Creditors Arrangement
Act, consisting of new Common Shares and Class A Preferred Shares,
Series I and Series II Warrants and unsecured notes to be issued
or guaranteed by Quebecor World.

The Company also posted on the Canadian Monitor's Web site and
filed with the Canadian Court a Second Amended and Restated Plan
of Reorganization and Compromise.  The balloting deadline for
affected creditors to vote on the U.S. Plan is June 18, 2009,
which is the same date on which affected creditors will be asked
to vote on the Canadian Plan at a meeting of creditors.

Quebecor World has also posted and filed an updated disclosure
exhibit providing information on the current status of the
Company's views regarding the non-binding, unsolicited and
conditional indication of interest for the acquisition of
substantially all of its assets received from R.R. Donnelley,
including the Company's views on R.R. Donnelley's latest
indication of interest received June 8, 2009.

Quebecor World is proceeding on the timetable contemplated under
its proposed reorganization plans so as to successfully emerge
from the U.S. and Canadian insolvency proceedings by mid-July
2009.  In that connection, the Company is pleased to announce that
it is well advanced in its exit financing process.

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


REDDY ICE: Board Names Angela Wallander as Exec. Vice President
---------------------------------------------------------------
Reddy Ice Holdings Inc.'s board of the directors selected Angela
S. Wallander as executive vice president and chief administrative
officer of the company effective June 8, 2009.

Ms. Wallander has extensive experience managing internal shared
service functions and relationships with external vendors and
customers.  Prior to joining Reddy Ice, Ms. Wallander was employed
with Dr Pepper Snapple Group for 22 years in various positions,
including most recently, Senior Vice President for Customer
Solutions from 2008 to 2009 and Senior Vice President for Shared
Business Services from 2004 to 2008.

"[Ms. Wallander] brings a deep experience in various
administrative functions and shared services to our company,"
commented Gilbert M. Cassagne, Chairman, Chief Executive Officer
and President.  "I and the rest of the senior leadership team look
forward to working with her to improve our existing processes and
implementing new capabilities."

                         About Reddy Ice

Based in Dallas, Texas, Reddy Ice Holdings, Inc., and its wholly-
owned subsidiary, Reddy Ice Corporation, manufacture and
distribute packaged ice products.  The Company is the largest
manufacturer of packaged ice products in the United States and
serves roughly 82,000 customer locations in 31 states and the
District of Columbia

                             *   *   *

According to the Troubled Company Reporter on April 13, 2009,
Standard & Poor's Ratings Services said that it lowered its
ratings on Dallas, Texas-based Reddy Ice Holdings Inc. and its
wholly-owned operating subsidiary, Reddy Ice Corp.  S&P lowered
the corporate credit rating to 'B' from 'B+', and for analytical
purposes, S&P views the companies as one economic entity.  The
outlook is negative.  As of December 31, 2008, Reddy Ice had about
$391 million of total debt.


RH DONNELLEY: Taps Sidney Austin and Young Conaway as Co-Counsel
----------------------------------------------------------------
R.H. Donnelley Corp. has filed with the U.S. Bankruptcy Court for
the District of Delaware motions seeking to retain Sidley Austin
as attorney at hourly rates ranging from $90 to $925; Young
Conaway Stargatt & Taylor as attorney at hourly rates ranging from
$155 to $610; Lazard Freres & Co. as investment banker for a
monthly fee of $200,000 and a $15 million restructuring fee for
completion of restructuring under a pre-packaged plan or
$13 million if the plan is not pre-arranged, with a cap of
$19 million for all fees; and Sitrick and Company as corporate
communications consultant at hourly rates ranging from $185 to
$850, BankruptcyData.com reports.

                      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)


RITE AID: Plans to Offer $400 Million in Senior Secured Notes
-------------------------------------------------------------
Rite Aid Corporation wants to offer $400 million aggregate
principal amount of senior secured notes due 2016.  The Notes will
be unsecured, unsubordinated obligations of Rite Aid Corporation
and will be guaranteed by substantially all of Rite Aid's
subsidiaries.  The guarantees will be secured on a senior lien
basis.

The offering is part of the comprehensive plan to refinance Rite
Aid's September 2010 debt maturities.  Rite Aid said it has
obtained the amendments to its Senior Secured Credit Facility
necessary to complete the refinancing.

Also included in the refinancing is a new $525 million term loan
due June 2015 under Rite Aid's Senior Secured Credit Facility.
Proceeds from the new term loan, which is scheduled to close on
June 10, 2009, will be used to refinance the $145 million Tranche
1 Term Loan due September 2010 under Rite Aid's Senior Secured
Credit Facility, repay and cancel a portion of the commitments
outstanding under Rite Aid's existing $1.75 billion senior secured
revolving credit facility also due September 2010, and for fees
and other expenses.

As part of the refinancing, Rite Aid is also seeking to enter a
new $1.0 billion senior secured revolving credit facility due
September 2012, for which it has obtained $900 million in
commitments.

Rite Aid intends to use the net proceeds from the offering of the
Notes, together with borrowings under the New Revolver, to repay
the remaining amounts outstanding and replace Rite Aid's existing
revolving credit facility, and to fund related fees and expenses.

The Notes offering is not contingent upon the entry into the
New Revolver, which is subject to successful syndication and
satisfaction of customary closing conditions.  In the event the
New Revolver is in an amount less than $1.0 billion, Rite Aid may
seek to offer additional Notes or other indebtedness, which may be
secured.  The offering is subject to market and other customary
conditions.

In connection with Rite Aid's offering, the company prepared a
description of certain risk factors relating to its business and
industry that are being presented to potential investors.  A full-
text copy of the description of certain risk factors is available
for free at http://ResearchArchives.com/t/s?3dc1

                 About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain
with more than 5,000 stores in 31 states and the District of
Columbia.

                          *   *   *

Troubled Company Reporter said on June 2, 2009, Moody's Investors
Service assigned a B3 rating to Rite Aid Corporation's proposed
$400 million term loan due 2015.  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.

According to the Troubled Company Reporter on April 29, 2009,
Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at
'B-' and revised the Rating Outlook to Negative from Stable.  Rite
Aid had $6 billion of book debt outstanding as of February 28,
2009.

As reported in the Troubled Company Reporter on Jan. 26, 2009,
Moody's Investors Service downgraded the long term ratings of Rite
Aid Corporation, including its probability of default and
corporate family ratings to Caa2 from Caa1, with a negative
outlook.  Moody's also affirmed Rite Aid's speculative grade
liquidity rating at SGL-4.  The downgrade acknowledges the near to
medium term pressures that Rite Aid's liquidity faces should it be
unable to generate very significant improvements in its free cash
flow (which is currently negative).  The downgrade also reflects
Moody's opinion that the current capital structure is likely
unsustainable at the company's current level of operating
performance.


RITE AID: Fitch Affirms Issuer Default Rating at 'B-'
-----------------------------------------------------
Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at
'B-' and revised the Rating Outlook to Stable from Negative.

In addition, Fitch has assigned 'BB-/RR1' ratings to Rite Aid's
proposed $1 billion credit facility, the new $525 million term
loan due June 2015, and the 9.75% $410 million senior first lien
secured notes due June 2016.

Fitch has also affirmed these ratings:

  -- Secured revolving credit facility and term loans at 'BB-
     /RR1';

  -- Second lien senior secured notes at 'BB-/RR1';

  -- Guaranteed senior unsecured notes at 'CCC/RR5';

  -- Non-guaranteed senior unsecured notes at 'CC/RR6'.

The Outlook revision to Stable from Negative reflects Rite Aid's
progress in refinancing 2010 debt maturities, thus alleviating
liquidity concerns.  The ratings continue to consider Rite Aid's
significant high leverage and limited capital for investment;
operating statistics that significantly trail its two major
competitors; and the ongoing risk of improving operations at the
acquired Brooks Eckerd stores.  In the near term, a decline in
front-end same store sales could stall operating improvement at
both core Rite Aid and Brooks Eckerd stores.  The ratings also
reflect Rite Aid's strong market share position as the third
largest U.S. drug retailer and management's concerted efforts to
improve the productivity of its store base and manage liquidity
through working capital reductions and other cost cutting
initiatives.

Rite Aid had significant refinancing in 2010 with its $345 million
first lien accounts receivable securitization facility maturing in
January 2010 (with backstop financing available in place through
September 2010) and its $1.75 billion credit facility,
$145 million term loan, and $225 million second priority accounts
receivable securitization term loan all due in September 2010.
Post the completion of its recent refinancing announcements, Rite
Aid will have replaced its credit facility and paid down its
$145 million term loan with a combination of a new $900 million to
a $1 billion revolving credit facility that the company is
currently negotiating, and the recent issuance of $525 million
term loan and $410 million in senior first lien secured high yield
notes.  If the company is successful in securing a three-year
$1 billion credit facility, availability under the new facility
would be similar to that under its old facility (with availability
of $724 million as of Feb. 28, 2009) on a proforma basis,
providing the company with adequate liquidity over the
intermediate term.

Post the refinancing of the credit facility and the $145 million
term loan, the off balance sheet $345 million first lien accounts
receivable securitization facility maturing in January 2010 and
the $225 million second priority accounts receivable
securitization term loan due in September 2010 are the only major
remaining debt maturities over the next three years.  Considered
in the Stable Outlook is that Rite Aid will be able to replace
this debt through refinancing under the existing structure or a
combination of first or second lien secured term loans.

Once the refinancings are successfully completed, Fitch
anticipates management can turn its full focus on improving core
operations and rating movements will largely depend on Rite Aid's
top line and profitability.  Rite Aid's operating metrics
significantly lag those of its large and well capitalized
competitors, CVS Caremark and Walgreen.  The latter two retailers
have been gaining share through organic growth and folding in
regional retailers in the case of CVS Caremark in many of Rite
Aid's markets.  If Rite Aid is unable to improve average weekly
prescriptions per store (which has been flat at around 1,150 for
the last few years versus Walgreen at 1,835 and CVS Caremark at
1,630 in their most current fiscal years) or gain traction at the
Brooks Eckerd stores acquired in June 2007, EBITDA margins are
likely to remain pressured on weak top line growth and market
share losses.  Rite Aid's EBITDA margin at 3.7% (excluding non-
cash and merger related expenses) for fiscal year ended Feb. 28,
2009 is significantly below its two leading competitors' margins
at 7.5%-9%.

In the near term, Fitch expects anemic pharmacy same store sales
and a decline in higher margin front-end same store sales could
pressure gross margins.  As a result, free cash flow could be
neutral to slightly negative in FY2010 and adjusted debt/EBITDAR
for FY2010 and FY2011 will remain at or be slightly above the 7.4
times (x) reported for FY2009.  Rite Aid's ability to
appropriately invest in its stores given its current free cash
flow levels and indebtedness remain a concern as Fitch views the
projected $250 million in capital spending for FY2010 below levels
required to remain competitive.

The issue ratings shown above are derived from the IDR and the
relevant recovery rating.  The revolving credit facility, term
loans and the new $410 million senior secured notes due June 2016
have a first lien on the company's cash, accounts receivable (to
the extent not utilized by securitization facilities), investment
property, inventory and scrip lists, and are guaranteed by Rite
Aid's subsidiaries giving them an outstanding recovery (91%-100%).
Rite Aid's senior secured notes that have a second lien on the
same collateral and are guaranteed by Rite Aid's subsidiaries are
also expected to have outstanding recovery prospects.  Given the
amount of secured debt in the company's capital structure, the
unsecured guaranteed notes are assumed to have below average
recovery prospects (11%-30%) and unsecured notes and convertible
bonds are assumed to have poor recovery prospects (0%-10%) in a
distressed scenario.  Fitch's recovery analysis assumes a
liquidation value under a distressed scenario of $5.3 billion on
inventory, owned real estate and prescription files.


RIVIERA HOLDINGS: Plans to Transfer Common Stock Trading to OTCBB
-----------------------------------------------------------------
Riviera Holdings Corporation intends to voluntarily delist its
common stock from NYSE Amex LLC after receipt of a deficiency
letter from the Exchange indicating that the Company was not in
compliance with certain of the Exchange's continued listing
standards.  The Company will seek to have its common stock quoted
on the Over-The-Counter Bulletin Board.

The deficiency letter, received June 1, 2009, indicated that the
Company did not meet certain of the Exchange's continued listing
standards set forth in Section 1003(a)(iv) of the NYSE Amex
Company Guide, in that it sustained losses which were so
substantial in relation to its overall operations or its existing
financial resources, or its financial condition become so impaired
that it appears questionable, in the opinion of the Exchange, as
to whether the Company will be able to continue operations and
meet its obligations as they mature.

The Exchange requested that the Company submit a plan of
compliance by July 1, 2009, advising the Exchange of action it has
taken or will take in order to bring it into compliance with the
applicable continued listing standards by Nov. 27, 2009.  The
Company does not believe that it can take the steps necessary to
satisfy the continued listing criteria of the Exchange within the
prescribed time frame.  Consequently, the Company has informed the
Exchange that it does not intend to submit a plan to regain
compliance.  The Company intends to voluntarily delist its common
stock from the Exchange and file a Form 25 with the Securities and
Exchange Commission to remove the listing of the common stock from
NYSE Amex.  The delisting from the Exchange is expected to be
effective 10 calendar days after filing the Form 25.  The Company
expects that the last day of trading for its common stock on the
NYSE Amex Exchange will be on or about June 25, 2009.

The Company will seek to have its common stock quoted on the OTC
Bulletin Board shortly after the date of delisting from the
Exchange, though it cannot provide any assurances in this regard.

                     About Riviera Holdings

Riviera Holdings Corp. is a holding company that, through its
wholly owned subsidiary, Riviera Operating Corporation, owns and
operates the Riviera Hotel & Casino (Riviera Las Vegas) located on
the Las Vegas Boulevard in Las Vegas, Nevada.  The Company,
through its wholly owned subsidiary, Riviera Black Hawk, Inc.,
owns and operates the Riviera Black Hawk Casino (Riviera Black
Hawk), a limited-stakes casino in Black Hawk, Colorado.  Riviera
Las Vegas comprises approximately 1.8 million square feet,
including 110,000 square feet of casino space, a 160,000-square-
foot convention, meeting and banquet facility; 2,075 hotel rooms
(including 177 luxury suites) in five towers; three restaurants; a
buffet; four showrooms; a lounge, and approximately 2,300 parking
spaces.  Riviera Black Hawk has 32,000 square feet of gaming
space, parking for approximately 520 vehicles, a 252-seat buffet,
two bars and an entertainment center with seating for
approximately 400 people.

As reported by the Troubled Company Reporter on May 12, 2009, the
Company received a notice of default on February 26, 2009, from
Wachovia with respect to the Credit Facility in connection with
the Company's failure to provide a Deposit Account Control
Agreement, or DACA, from each of the Company's depository banks
per a request made by Wachovia to the Company on October 14, 2008.
The DACA that Wachovia requested the Company to execute was in a
form that the Company ultimately determined to contain
unreasonable terms and conditions as it would enable Wachovia to
access all of the Company's operating cash and order it to be
transferred to a bank account specified by Wachovia.  The Notice
further provided that as a result of the default, the Company
would no longer have the option to request the LIBOR Rate loans.
Consequently, the Term Loan was converted to an ABR Loan effective
March 31, 2009.

On March 25, 2009, the Company engaged XRoads Solution Group LLC
as our financial advisor.  Based on an extensive analysis of the
Company's current and projected liquidity, and with its financial
advisor's input, the Company determined it was in the best
interests of the Company to not pay the accrued interest of
approximately $4 million on its $245 million Credit Facility,
which was due March 30, 2009.  Consequently, the Company elected
to not make the payment.  The Company's failure to pay interest
due on any loan within its Credit Facility within a three-day
grace period from the due date was an event of default under our
Credit Facility.  As a result of this event of default, the
Company's lenders have the right to seek to charge additional
default interest on the Company's outstanding principal and
interest under the Credit Agreement, and automatically charge
additional default interest on any overdue amounts under the Swap
Agreement.  These defaults rates are in addition to the interest
rates that would otherwise be applicable under the Credit
Agreement and Swap Agreement.

The Company received an additional notice of default on April 1,
2009, from Wachovia.  The Additional Default Notice alleges that
subsequent to the Company's receipt of the February Notice,
additional defaults and events of default had occurred and were
continuing under the terms of the Credit Agreement including, but
not limited to:

     (i) the Company's failure to deliver to Wachovia audited
         financial statement without a "going concern"
         qualification;

    (ii) the Company's failure to deliver Wachovia a certificate
         of an independent certified public accountant in
         conjunction with the Company's financial statement; and

   (iii) the occurrence of a default or breach under a secured
         hedging agreement.  The Additional Default Notice also
         states that in addition to the foregoing events of
         default that there were additional potential events of
         default as a result of, among other things, the
         Company's failure to pay: (i) accrued interest on the
         Company's LIBOR rate loan on March 30, 2009, (ii) the
         commitment fee on March 31, 2009, and (iii) accrued
         interest on the Company's ABR Loans on March 31, 2009.
         The Company has not paid the March 31 Payments and the
         applicable grace period to make these payments has
         expired.  The Additional Default Notice states that as a
         result of these events of defaults, (a) all amounts
         owing under the Credit Agreement thereafter would bear
         interest, payable on demand, at a rate equal to: (i) in
         the case of principal, 2% above the otherwise applicable
         rate; and (ii) in the case of interest, fees and other
         amounts, the ABR Default Rate, which as of April 1,
         2009, was 6.25%; and (b) neither Swingline Loans nor
         Additional Revolving Loans are available to the Company
         at this time.

As a result of the February Notice and the Additional Default
Notice, effective March 31, 2009, the Term Loan interest rate is
now approximately 10.5% per annum and effective April 1, 2009, the
Revolver interest rate is approximately 6.25% per annum.

On April 1, 2009, the Company also received Notice of Event of
Default and Reservation of Rights in connection with an alleged
event of default under the Company's Swap Agreement.  The Swap
Default Notice alleges that (a) an event of default exists due to
the occurrence of an event of default under the Credit Agreement
and (b) that the Company failed to make payments totaling $2.1
million to Wachovia with respect to one or more transactions under
the Swap Agreement.  The Company has not paid this overdue amount
and the applicable grace period to make this payment has expired.
As previously announced by the Company, any default under the Swap
Agreement automatically results in an additional default interest
of 1% on any overdue amounts under the Swap Agreement.  This
default rate is in addition to the interest
rate that would otherwise be applicable under the Swap Agreement.
As of March 31, 2009, the mark to market amount outstanding under
the Swap Agreement was $28.0 million, excluding any credit risk
adjustment.

With the aid of the Company's financial advisors and outside
counsel, the Company is continuing to negotiate with its various
creditor constituencies to refinance or restructure its debt.  The
Company cannot assure that it will be successful in completing a
refinancing or consensual out-of-court restructuring, if
necessary.  If the Company is unable to do so, it would likely be
compelled to seek protection under Chapter 11 of the U. S.
Bankruptcy Code.


SECURITY BENEFIT: S&P Puts 'BB' Rating on Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB'
counterparty credit and financial strength ratings on Security
Benefit Life Insurance Co. and its affiliate, First Security
Benefit Life Insurance and Annuity Co. of New York, on CreditWatch
with negative implications.

"The CreditWatch placement reflects our concerns about increasing
capital pressures at SBLIC," said Standard & Poor's credit analyst
Adrian Pask.  "In the first quarter of 2009, SBLIC's total
adjusted capital fell to $271 million from $326 million in the
prior quarter."

The $271 million in capital was less than the $300 million that
S&P expects at the rating level (as stated in S&P's Feb. 24, 2009,
press release).  In first-quarter 2009, SBLIC had both a net loss
of $42.3 million and an operating loss of $23 million, which
contributed to the capital decline.  Slowing annuity sales and
continued asset-related losses were factors in the poor earnings
performance in the first quarter.

S&P intends to evaluate the company's capital plans to address
these capital pressures.  S&P will resolve the CreditWatch status
following further analysis.


SEITEL INC: Reduces 4 Officers' Base Salary by 10%
--------------------------------------------------
Due to the continued downturn in both the oilfield services
industry and the overall economy, Seitel Inc. and each of Robert
D. Monson, the company's president and chief executive officer,
Kevin P. Callaghan, the company's chief operating officer, and
William J. Restrepo, the company's chief financial officer, agreed
to amend their employment agreements to reduce their base salary
by 10% during the period from May 1, 2009 through December 31,
2009. The other terms and conditions of their employment
agreements remain in full force and effect. Robert J. Simon,
president of Seitel Data, Ltd., a wholly-owned subsidiary of the
company, agreed to a reduction of his base salary by 10% during
the period from May 1, 2009 through December 31, 2009.

Based in Houston, Texas, Seitel Inc. provides seismic data to the
oil and gas industry in North America.  Seitel's data products and
services are critical for oil and gas exploration and the
development and management of hydrocarbon reserves by E&P
companies.  Seitel owns an extensive library of proprietary
onshore and offshore seismic data that it has accumulated since
1982 and that it licenses to a wide range of oil and gas
companies.  Seitel believes that its library of onshore seismic
data is one of the largest available for licensing in the United
States and Canada.  Seitel's seismic data library includes both
onshore and offshore 3D and 2D data.  Seitel has ownership in over
41,000 square miles of 3D and approximately 1.1 million linear
miles of 2D seismic data concentrated in the major active North
American oil and gas producing regions.  Seitel serves a market
which includes over 1,600 companies in the oil and gas industry.

As reported by the Troubled Company Reporter on May 18, 2009,
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Seitel Inc. to 'CCC' from 'B-'.  The
outlook is negative.  "The downgrade reflects the significant
deterioration in operating performance such that cash EBITDA
declined to $5.2 million in the first quarter of 2009 compared
with $12.8 million for the same period in 2008," said Standard &
Poor's credit analyst Amy Eddy.


SEMGROUP LP: Plains Marketing Seeks Judgment on Crude Purchases
---------------------------------------------------------------
Plains Marketing L.P. sued Bank of America, N.A., as agent to
certain prepetition secured lenders of SemGroup L.P. and its
debtor-affiliates, Debtors SemCrude, L.P., and Eaglwing, L.P.;
Mull Drilling Company, Inc., Murfin Drilling Company, Inc., Samson
Contour Entergy E&P, LLC, Samson Lone Star, LLC, St. Mary Land &
Exploration Company, Vess Oil Corporation -- Producer Defendants;
and "John Doe" Defendants 1 to 100, for declaratory relief in
connection with amounts Plains Marketing owed the Debtors for
prepetition crude purchases under certain Crude Contracts between
them.

Before the Petition Date, Plains Marketing entered into certain
contracts with SemCrude and Eaglwing for the purchase and sale of
crude oil.  The Crude Contracts are subject to a netting
agreement whereby all transactions between the parties were to be
aggregated and netted, with the party owing the greater amount
required to pay the difference between the amounts owed by the
net obligor and the amounts owed to the net obligor by the
corresponding counterparty.  The Crude Contracts were also
subject to ConocoPhillips' general provision for domestic crude
oil agreements that governs the settlement amounts due upon
termination and liquidation of the Crude Contracts.

The Debtors' Chapter 11 cases triggered the liquidation and the
termination provisions in the General Provisions, leading to a
reconciliation of amounts owed between Plains and the Debtors
under the Crude Contracts.  The reconciliation determined that
Plains Marketing was a net obligor to the Debtors.  Plains
Marketing, accordingly, netted the amounts owed and paid SemCrude
$22,618,749 and Eaglwing $1,200,000 for prepetition trades.
Shortly, the parties negotiated a consensual process for the
timing of payment of the final settlement amount and had drafted
a stipulation to be filed with the U.S. Bankruptcy Court for the
District of Delaware.  The parties, however, were unable to follow
through with the filing due to the resistance of the producer
defendants.

The Producer Defendants are operators of oil and gas wells in
Colorado, Kansas, Texas, Oklahoma, Wyoming, North Dakota, and New
Mexico who sold crude oil to the Debtors.  The Producers assert
statutory liens and constructive trust rights in the crude oil
they sold to the Debtors and in proceeds from crude oil that the
Producers sold to the Debtors.  The Producers also assert that
their alleged statutory liens and trust rights continued in the
crude oil and its proceeds when sold to Plains Marketing
and have priority over Plains Marketing's contractual and
statutory rights of setoff and recoupment.

Bank of America asserts a security interest and lien in the crude
oil the Producers sold to the Debtors, or in the related proceeds,
and that the lien is first and prior to any lien held by the
Producers.

Defendants "John Does" 1 to 100 include parties or individuals who
may assert some right to the final settlement amount.

Specifically, Plains Marketing asks the Court to declare, among
others, that:

-- the Producers have no continuing liens, constructive trust
    privileges, or other interests in the crude oil the Debtors
    sold to Plains Marketing, or in any proceeds of the Debtors'
    sales.  To the extent any of the Producers had a lien on the
    crude oil they sold to the Debtors or on any proceeds from
    the sale, Plains Marketing seeks declaratory relief that it
    purchased the crude oil from the Debtors free of any lien.

-- BofA's liens against the crude oil Plains Marketing
    purchased from the Debtors under the Crude Contracts are
    subordinate to the contractual and statutory netting and
    setoff right of Plains and all other rights and defenses
    held by Plains against the Debtors.

-- the Debtors have agreed on a final settlement amount, and
    that Plains Marketing has a contractual right to fully
    satisfy and extinguish its obligations under the Controlling
    Agreements by paying the final settlement amount to the
    Debtors.

Plains Marketing also asks the Court to authorize final payment
under the Crude Contracts to SemCrude for $2,295,734 and Eaglwing
for $188,285.

                         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: Court Allows Creditors Panel to Prosecute Actions
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the stipulation between SemGroup L.P. and its debtor-affiliates
and the Official Committee of Unsecured Creditors conferring
standing to the Creditors' Committee to prosecute additional
causes of action on behalf of the Debtors' estates against Brent
Cooper, Kevin L. Foxx, and Alex G. Stallings, former officers of
SemGroup L.P., as well as additional claims against Westback
Purchasing Co., LLC, and Thomas L. Kivisto and Gregory Wallace.

The complaint, as amended, alleges:

(a) breach of fiduciary duty against Messrs. Cooper and
     Stallings for gross negligence in failing to take action
     despite their knowledge of the trades involving Westback,

(b) breach of fiduciary duty and breach of contract against
     Mr. Foxx arising from his undisclosed bonus payment, and
     non-disclosure of his indirect ownership interest in
     another business;

(c) breach of fiduciary duty against Messrs. Kivisto, Wallace,
     Cooper, Stallings and Fox on account of SemGroup's
     speculative trading activities, and grossly inadequate
     risk management; and

(d) constructive fraudulent transfer against Messrs. Kivisto,
     Wallace and Foxx arising from partnership distributions in
     February 2008.

The Creditors' Committee relates that it did not receive timely
objections to its stipulation with the Debtors conferring its
standing to prosecute additional causes of action on the Debtors'
estates' behalf.

In March 2009, the Creditors' Committee sought and obtained Court
authority to sue Thomas L. Kivisto, Gregory C. Wallace, and
Westback Purchasing Co., LLC, for wrongful conversion of the
Debtors' assets, on the Debtors' estates' behalf.  Based on the
report of Semgroup L.P.'s Examiner, there exist valid claims
against SemGroup's former officers, Brent Cooper, Kevin L. Foxx,
and Alex G. Stallings, as well as additional claims against
current defendants Westback, and Messrs. Kivisto and Wallace.

                         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: Court Permits $1MM Cash Loan to White Cliffs
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
SemGroup L.P. and its debtor-affiliates' request to use the cash
collateral from certain reserves to provide up to $1 million of
loans to White Cliffs Pipeline, L.L.C., to fund operations costs
White Cliffs incurred, nunc pro tunc to January 1, 2009, in
connection with the construction of the White Cliffs Pipeline.

The Court also authorized SemCrude Pipeline L.L.C. to begin making
interest payments at the non-default contract rate under the
General Electric Capital Corporation credit facility, on a monthly
basis, to the extent that White Cliff's net cash flow is
sufficient to service interest on the GECC Credit Facility.
SemCrude Pipeline will cause White Cliffs to provide the funds for
the interest payments in the form of monthly dividends.  White
Cliffs will not repay the loan until all obligations under the
GECC Credit Facility are fully satisfied, the Court ruled.

As reported by the Troubled Company Reporter on May 19, 2009,
Debtor SemCrude L.P., through Debtor SemCrude Pipeline L.L.C.,
owns a 99.17% interest in White Cliffs Pipeline, L.L.C., who as of
the Petition Date was constructing a 12-inch crude oil pipeline
running from Platteville, Colorado, to SemCrude LP's terminal near
Cushing, Oklahoma.  SemCrude LP, also as of the Petition Date, was
constructing a trucking unloading facility near Platteville,
Colorado, adjacent to the pipeline.  As of the Petition Date,
SemCrude Pipeline borrowed from General Electric Capital
Corporation, as administrative agent for a group of lenders, $60
million in a revolving credit facility and a $60 million term loan
facility, pursuant to a Credit Agreement dated June 17, 2008, to
fund the construction of the White Cliffs Pipeline.  The funds are
channeled through SemCrude Pipeline's construction-in-progress
account.  In connection with the GECC Credit Facility, SemCrude LP
pledged, collaterally assigned, and granted GECC, pursuant to a
Security Agreement dated June 17, 2008, a continuing security
interest in SemCrude LP's then owned and thereafter acquired
right, and interest in all or substantially all of its personal
property. In addition, pursuant to a Pledged Account Agreement
dated June 17, 2008, and executed in connection with the GECC
Credit Facility, about $3.5 million of the amount borrowed under
the GECC Credit Facility is being held in a SemCrude Pipeline
account pledged to GECC as interest reserves.

The final order authorizing the Debtors to incur postpetition
secured financing provided for the sale of the Debtors' equity
interest in White Cliffs no later than October 15, 2008.  The
Debtors, however, did not receive qualifying bids after a review
of bids received from third parties.  This necessitated for the
Debtors to continue funding the White Cliffs Pipeline
Construction, which, according to the Debtors, is near completion.
The construction-in-process account, the Debtors relate, will be
closed once the construction is complete, after which the Debtors
will directly fund the operations costs incurred from January 1,
2009, until the White Cliffs Pipeline earns sufficient revenue to
defray its operations cost.  GECC is amenable to allowing SemCrude
Pipeline to use up to $1 million from the reserves fund for this
purpose, the Debtors tell the Court.  White Cliffs will repay its
loan when all obligations under the GECC Credit Facility are paid,
the Debtors add.

                         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)


SMART-TEK SOLUTIONS: Appoints Brian Bonar to Board of Directors
---------------------------------------------------------------
Smart-tek Solutions Inc. disclosed in a filing with the Securities
and Exchange Commission that Brian Bonar was appointed to its
board of directors.

Mr. Bonar has over 18 years of experience with IBM in Europe, Asia
and the USA and an additional 20 years in high growth companies
both private and public in various locations in the USA and the
United Kingdom.  From 2003 until 2006, Mr. Bonar was the chairman
and CEO of The Solvis Group, which provides staffing, PEO and ASO
services to mainly the medical and call center market segments.
From 2004 until 2009, Mr. Bonar was the chairman and CEO of
Dalrada Financial Corporation, a California based financial
service corporation providing workers compensation, health
insurance and various other insurance products directly to the end
consumer and marketed via various PEO and staffing companies.

From September 2007 until 2009, Mr. Bonar was the president and a
member of the board of directors of Allegiant Professional, a
publicly traded company.  Also from September 2007 until 2009,
Mr. Bonar founded AMS Outsourcing, a PEO focusing mainly in the
transport market place and also established an international
presence in the Czech Republic and Mexico.  From 2004 to 2009, he
was a member of the board of directors of the following companies
and organizations: The Solvis Group, Warning Management
Corporation, Dalrada Financial Corporation, American Marine LLC,
Alliance National Insurance Company and The Boys and Girls Club of
Greater San Diego.

Mr. Bonar holds the Honorary title, Lord Bonar of Wilcrick,
Cardiff, Wales United Kingdom.  He received a BSC in Mechanical
Engineering from the Strathclyde University, Glasgow Scotland and
a MBA and a PHD in the field of International Business Development
Studies from the Stafford University, England UK.

                     About Smart-tek Solutions

Based in Reno, Nevada, Smart-tek Solutions, Inc. (OTC BB: STTK) --
http://www.smart-teksolutions.com/-- through its subsidiary,
Smart-tek Communications Inc., engages in the design, sale,
installation, and service of electronic hardware and software
products in Canada.

Smart-tek Solutions' balance sheet at March 31, 2009, showed total
assets of $1,483,782 and total liabilities of $2,260,931,
resulting in a stockholders' deficit of $777,149.


SOUTHERN STATES: Consent Solicitation Won't Move S&P's 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that Southern States
Cooperative Inc.'s (B+/Stable/--) successful completion of its
consent solicitation to extend the maturity of its senior
unsecured notes to Nov. 1, 2011, from Nov. 1, 2010, has no
immediate effect on the ratings and outlook.  The company received
94% consent from bondholders who received a consent fee for
agreeing to the extension with all other terms under the indenture
remaining the same.  S&P expects that with the extension of these
notes, the maturity of the company's $300 million bank facility
(unrated) will also be extended to May 1, 2011, from May 1, 2010.
As a result, S&P expects Southern States will maintain adequate
credit protection measures and liquidity for the rating over the
near term.


SPANSION INC: Samsung Wants Stay Lifted; June 23 Hearing Set
------------------------------------------------------------
A flash-technology patent spat between bankrupt Spansion Inc. and
Samsung Electronics Co. Ltd. is back on, a week after a judge
tossed a proposed $70 million settlement between the two
companies, Bankruptcy Law360 reports.

On Monday, Samsung filed a motion with the U.S. Bankruptcy Court
for the District of Delaware for entry of an order granting it
relief from the automatic stay with respect to the patent
litigation.  The hearing on the motion is scheduled for June 23,
2009, at 2:00 p.m.  Objections are due by June 16, 2009.

As reported in the Troubled Company Reporter on June 8, 2009,
the Bankruptcy Court denied Spansion's motion for authorization to
enter into a settlement of litigation with, and license of
intellectual property to, Samsung.

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

In November 2008, Spansion filed a patent infringement complaint
against Samsung with the International Trade Commission.  The
complaint sought the exclusion form the United States market of
more than 100 million mp3 players, cell phones, digital cameras
and other consumer electronic devices containing Samsung's flash
memory components.  The Debtors alleged in the ITC Action that
those components infringe on four of their patents relating to
"floating gate" technology.

Simultaneously with the ITC Action, the Debtors filed a patent
infringement lawsuit against Samsung in the Bankruptcy Court,
seeking both an injunction and damages for alleged violations
relating to Samsung Flash Memory.  Samsung filed counter-claims in
the Delaware Action, alleging that the Debtors are infringing five
Samsung patents and seeking injunction and damages for the alleged
violations.  In addition, Samsung filed a patent infringement
action against the Debtors' Japanese subsidiary, Spansion Japan
Limited, seeking an injunction against Spansion Japan from
manufacturing and selling certain products that allegedly infringe
on Samsung's intellectual property as well as the destruction of
all those products.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total
debts of $2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had $10 million to $50 million in assets and
$50 million to $100 million in debts.


STH 6,8: U.S. Trustee Wants Case Dismissed or Converted to Ch. 7
----------------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for the District of
Arizona, has moved for the conversion or dismissal of STH 6, 8,
10, 11 13, Inc.'s bankruptcy case pursuant to Section 1112(b) of
the Bankruptcy Code.

The U.S. Trustee said that the Debtor has not filed any operating
report and has failed to pay quarterly fees for the first quarter
of 2009.

Section 1112(b)(1) provides that absent unusual circumstances
specifically identified by the court that establish that the
requested conversion or dismissal is not in the best interests of
creditors and the estate, the court shall convert a case under
Chapter 11 to Chapter 7 or dismiss it, whichever is in the best
interests of creditors and the estate, if the movant establishes
"cause."  "Cause" is defined by Section 1112(b)(4) of the
Bankruptcy Code to include, inter alia, unexcused failure to
satisfy timely any filing or reporting requirement established by
this title or by any rule applicable to a case under this title
and failure to pay any fees or charges required under chapter 123
of title 28 [of the U.S. Code].

Scottsdale, Arizona, STH 6, 8, 10, 11, 13, Inc. and its affiliates
filed separate chapter 11 petitions on various dates (Lead Case
No. 08-10479).  The cases are jointly administered before Chief
Judge Redfield T. Baum, Sr.  STH 6, 8, 10, 11, 13, Inc. is
represented by Deconcini McDonald Yetwin & Lacy, P.C. The United
States Trustee has indicated that it has been unable to appoint an
official committee of unsecured creditors in the bankruptcy cases.
In its petition, STH 6, 8, 10, 11, 13, Inc. listed assets and
debts tbetween $10,000,000 and $50,000,000 each.


SUNSTATE EQUIPMENT: Moody's Cuts Corp. Family Rating to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family and
probability of default rating of Sunstate Equipment Co., LLC, to
Caa2 from Caa1.  The rating on Sunstate's second lien notes
remains unchanged at Caa3, based on Moody's Loss Given Default
methodology.  The outlook remains negative.

The downgrade reflects concern that Sunstate's equipment
utilization rates will remain weak well into 2010 due to weakness
in several of the company's Southwestern U.S. construction markets
while declining used equipment values have diminished the value of
collateral supporting the company's debts.  Moreover, a covenant
breach could occur under Sunstate's asset-based revolving credit
facility as used equipment price declines could reduce the
facility's eligible borrowing base to levels that activate
challenging financial ratio covenant tests.  The Caa2 corporate
family rating acknowledges that Sunstate's established market
position, its deep cost cuts in 2009, and its presently minimal
capital spending level may help the company weather the period of
declining construction activity underway.

The negative outlook reflects the expectation that U.S non-
residential construction activity will decline well into 2010,
with potential for a covenant breach remaining elevated.  The
potential for a covenant breach stems from Moody's view that used
equipment prices should not materially improve near-term, and
concern that ability to comply with covenant tests should be low
if those tests become active -- under the company's first lien
asset-based revolving credit facility, minimum EBITDA and a
maximum leverage tests spring when availability declines below
$25 million, as defined.  As of March 31, 2009, Sunstate possessed
$48 million of revolver borrowing availability.

Ratings affirmed:

  -- $108 million 10.5% second lien notes due 2013, Caa3, LGD 5,
     to 81% from 83%

Moody's last rating action occurred January 21, 2009, when
Sunstate's corporate family rating was downgraded to Caa1 from B2.

Sunstate Equipment Co. LLC, headquartered in Phoenix, Arizona, is
a regional equipment supplier with 55 branches predominately in
the Southwestern U.S.  As of March 31, 2009 original rental fleet
equipment cost was $372 million and last twelve months revenues
were $211 million.


TENNECO: Fitch Keeps 'B' Issuer Default Rating on Negative Watch
----------------------------------------------------------------
Certain U.S. auto suppliers remain on Rating Watch Negative by
Fitch Ratings following the bankruptcy filings of General Motors
and Chrysler.  The suppliers were initially placed on Watch
Negative in December 2008 because of concerns about potential
bankruptcy filings by the automakers and the possible negative
impact that could be felt by the supplier base.  Fitch is keeping
the Issuer Default Ratings on Watch Negative for most of the auto
suppliers due to several key concerns, including the auto
suppliers' ability to adjust to lower vehicle sales volumes on a
longer term basis, uncertainty regarding post-bankruptcy volumes
at GM and Chrysler, the need for many auto suppliers to seek
covenant relief from lenders, and reduced access to credit at a
time when much of the supplier base is in need of liquidity.
Liquidity is Fitch's key concern, and Fitch has published an
updated report on the subject.  Although the GM and Chrysler
bankruptcy filings are progressing better than Fitch had
anticipated, risks to production and sales volumes through 2009
remain.  Among these are the risks of second- and third-tier
supplier disruptions and liquidations, consumer purchasing
behavior, parts and service issues, dealer financing and
restructuring of the dealer base, availability of retail financing
capacity, and production restart risks.

In the past several months the U.S. government has taken direct
and indirect actions to support the automakers and suppliers.
Specifically, suppliers have received liquidity support in the
form of the Auto Supplier Support Program and from payments to be
made or already made by GM and Chrysler as a result of debtor-in-
possession financing from the U.S. government.  Thus far, the
effort by the government to aid liquidity has been a benefit to
the suppliers, though not all suppliers have been able to
withstand the changes to the global automotive industry.
Illustrating the situation, Hayes-Lemmerz International Inc.,
Visteon Corp., and Metaldyne Corp. filed bankruptcy petitions in
May 2009.  On June 1, 2009 Lear Corporation missed a $38 million
interest payment and will talk with lenders about debt
restructuring during its 30-day grace period.

Ratings that remain on Watch Negative are:

American Axle & Manufacturing Holdings, Inc.

  -- IDR 'CCC'.

American Axle & Manufacturing, Inc.

  -- IDR 'CCC';
  -- Senior secured bank facility 'B-';
  -- Senior unsecured notes 'C'.

ArvinMeritor

  -- IDR 'CCC';
  -- Secured 'B';
  -- Senior unsecured 'CC'.

Johnson Controls

  -- Long-term IDR 'BBB';
  -- Senior unsecured credit facilities 'BBB';
  -- Senior unsecured long-term debt 'BBB';
  -- Short-term IDR 'F2';
  -- Commercial paper 'F2'.

York International Corp.

  -- Long-term IDR 'BBB';
  -- Senior unsecured long-term debt 'BBB'.

Tenneco

  -- IDR 'B-';
  -- Senior secured bank facility 'B+';
  -- Senior secured second lien notes 'CC';
  -- Senior unsecured notes to 'CC';
  -- Subordinated notes 'CC'.

TRW Automotive Holdings Corp.

  -- IDR 'B'.

TRW Automotive, Inc.

  -- IDR 'B';
  -- Secured bank facility 'BB-';
  -- Senior unsecured notes 'CCC'.


TERREMARK WORLDWIDE: Moody's Puts 'B2' Rating on $400 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Terremark
Worldwide, Inc.'s proposed $400 million (gross proceeds) senior
secured note issuance.  The company will use the note issuance
proceeds largely to refinance existing debt and for general
corporate purposes, which will include the acceleration of the
build-out of its data centers.  As part of the rating action,
Moody's assigned a B3 corporate family rating and a B3 probability
of default rating to Terremark, along with a SGL-2 liquidity
rating indicating good liquidity.

Terremark's B3 Corporate Family Rating reflects the company's
significant industry risks, high leverage, the high capital
intensity inherent in the company's business plans, and its rapid
expansion as it plans to ultimately build out up to 80 thousand
square feet of additional space in the US by fiscal year end 2011.
Furthermore, the rating considers that Terremark's key credit
metrics will remain in a state of transition through the end of
its fiscal year ending in March of 2011, as during that time
Moody's expect its leverage to fall from over 7.5x pro-forma for
the pending financing to roughly 4.5x, mainly driven by rapidly
improving EBITDA once the build-outs are complete and the company
begins to generate revenues from the new leases.  Finally,
Terremark's rating reflects the favorable near-term trends for
server hosting capacity in the US, the unique position of the
company's cornerstone data center in Florida, and its growing
relationship with the Federal government, which Moody's believe
somewhat reduces the uncertainty of future cash flows.

Terremark's SGL-2 liquidity rating indicates good liquidity.  Over
the 4-quarter horizon to March 31, 2010 Terremark's main source of
liquidity is expected to be cash on hand, which pro-forma for the
$400 million debt raise and the $20 million equity infusion from
VMware would be over $150 million at the end of June 30, 2009,
before any original issue discount is applied.  Terremark's main
use of cash over this period will be its likely cash burn of
almost $100 million to support its expansion plans.

The stable outlook reflects Moody's view that Terremark's
financial leverage, which is likely to be quite weak initially,
will improve eventually as a result of EBITDA growth, but Moody's
do not expect any material change in the company's credit profile
over the current rating horizon as the company focuses on its
expansion plans.

This is the first time that Moody's has rated Terremark.

These first time ratings/assessments were assigned:

Assignments:

Issuer: Terremark WorldWide, Inc.

  -- Probability of Default Rating, Assigned B3

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

  -- Corporate Family Rating, Assigned B3

  -- Senior Secured Regular Bond/Debenture, Assigned B2 LGD3 --
     42%

Headquartered in Miami, Florida, Terremark is a data company which
operates four domestic and five international data centers,
totaling about 180,000 square feet of rentable data center space.


TERREMARK WORLDWIDE: S&P Assigns 'B-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B-'
corporate credit rating to Miami-based communications company
Terremark Worldwide Inc.  The outlook is stable.  At the same
time, S&P assigned its 'B-' issue-level and '4' recovery ratings
to the company's proposed $400 million secured notes due 2017 to
be issued under Rule 144A with registration rights.

Proceeds will be used to refinance existing first- and second-lien
bank debt, to repay convertible debt, and for general corporate
purposes.  Pro forma for the transaction, the company will have
about $460 million of total funded debt outstanding.

"The rating is dominated by the company's highly leveraged capital
structure, negative free cash flow, and significant growth rate,"
said Standard & Poor's credit analyst Catherine Cosentino.  While
S&P believes that Terremark's collocation business has attractive
gross profit margins and low churn, its business plan does require
significant upfront capital investment to support growth through
data center expansion, with resultant high leverage and net free
cash flow deficits expected over the near term.  "Moreover," added
Ms. Cosentino, "the company's managed services business represents
a material part of its current revenue base, and S&P believes that
this segment, while less capital intensive than collocation, has
less certain demand prospects and potential for higher churn and
pricing pressures."


TRAVELPORT HOLDINGS: S&P Raises Corporate Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on travel distributor Travelport Holdings Ltd. (the indirect
parent of Travelport LLC), including the long-term corporate
credit rating, to 'B-' from 'SD' (selective default).  The outlook
is now stable.

"We also raised our issue-level rating on Travelport Holdings
Ltd.'s paid-in-kind loan to 'CCC' from 'D', and the recovery
rating is '6', indicating our expectation that lenders would
receive negligible (0 to 10%) recovery of principal in the event
of a payment default," said Standard & Poor's credit analyst Betsy
R. Snyder.  "These actions are based on our review of Travelport
Holdings' credit profile after the repurchase of its debt," she
continued.

The ratings on Travelport Holdings and its indirect operating
subsidiary, Travelport LLC, reflect a highly leveraged financial
risk profile, limited access to capital, and the seasonal and
cyclical nature of the travel industry.  The ratings also reflect
the company's major position in travel distribution and the strong
cash flow this business typically generates, as well as modest
debt maturities until a large payment is due on March 27, 2012.
Travelport is a major provider of travel distribution services
used by travel agents through its Galileo and Worldspan global
distribution systems.

S&P expects the company's loss to widen in 2009 because of reduced
revenues from weak travel demand and impairment charges taken at
Orbitz Worldwide Inc., in which the company holds a 48% stake.
However, S&P expects revenues to recover somewhat in 2010, along
with stronger demand, and then S&P expects Travelport Holdings'
PIK debt to continue to constrain the company's credit metrics.
S&P consolidates the PIK debt in S&P's ratios, and inclusion of
the original amount of PIK debt plus accrued interest raises debt
to EBITDA to more than 8x (although the company has since reduced
debt somewhat through the repurchases).  Still, S&P expects
leverage to remain elevated, even with an anticipated recovery in
earnings.

If travel demand does not resume in 2010, causing the company's
liquidity to become constrained, S&P would likely revise the
outlook to negative.  An outlook revision to positive is unlikely
in the current weak economic and travel environment.


TRW AUTOMOTIVE: Fitch Keeps Junk Sr. Notes Rating on WatchNeg.
--------------------------------------------------------------
Certain U.S. auto suppliers remain on Rating Watch Negative by
Fitch Ratings following the bankruptcy filings of General Motors
and Chrysler.  The suppliers were initially placed on Watch
Negative in December 2008 because of concerns about potential
bankruptcy filings by the automakers and the possible negative
impact that could be felt by the supplier base.  Fitch is keeping
the Issuer Default Ratings on Watch Negative for most of the auto
suppliers due to several key concerns, including the auto
suppliers' ability to adjust to lower vehicle sales volumes on a
longer term basis, uncertainty regarding post-bankruptcy volumes
at GM and Chrysler, the need for many auto suppliers to seek
covenant relief from lenders, and reduced access to credit at a
time when much of the supplier base is in need of liquidity.
Liquidity is Fitch's key concern, and Fitch has published an
updated report on the subject.  Although the GM and Chrysler
bankruptcy filings are progressing better than Fitch had
anticipated, risks to production and sales volumes through 2009
remain.  Among these are the risks of second- and third-tier
supplier disruptions and liquidations, consumer purchasing
behavior, parts and service issues, dealer financing and
restructuring of the dealer base, availability of retail financing
capacity, and production restart risks.

In the past several months the U.S. government has taken direct
and indirect actions to support the automakers and suppliers.
Specifically, suppliers have received liquidity support in the
form of the Auto Supplier Support Program and from payments to be
made or already made by GM and Chrysler as a result of debtor-in-
possession financing from the U.S. government.  Thus far, the
effort by the government to aid liquidity has been a benefit to
the suppliers, though not all suppliers have been able to
withstand the changes to the global automotive industry.
Illustrating the situation, Hayes-Lemmerz International Inc.,
Visteon Corp., and Metaldyne Corp. filed bankruptcy petitions in
May 2009.  On June 1, 2009 Lear Corporation missed a $38 million
interest payment and will talk with lenders about debt
restructuring during its 30-day grace period.

Ratings that remain on Watch Negative are:

American Axle & Manufacturing Holdings, Inc.

  -- IDR 'CCC'.

American Axle & Manufacturing, Inc.

  -- IDR 'CCC';
  -- Senior secured bank facility 'B-';
  -- Senior unsecured notes 'C'.

ArvinMeritor

  -- IDR 'CCC';
  -- Secured 'B';
  -- Senior unsecured 'CC'.

Johnson Controls

  -- Long-term IDR 'BBB';
  -- Senior unsecured credit facilities 'BBB';
  -- Senior unsecured long-term debt 'BBB';
  -- Short-term IDR 'F2';
  -- Commercial paper 'F2'.

York International Corp.

  -- Long-term IDR 'BBB';
  -- Senior unsecured long-term debt 'BBB'.

Tenneco

  -- IDR 'B-';
  -- Senior secured bank facility 'B+';
  -- Senior secured second lien notes 'CC';
  -- Senior unsecured notes to 'CC';
  -- Subordinated notes 'CC'.

TRW Automotive Holdings Corp.

  -- IDR 'B'.

TRW Automotive, Inc.

  -- IDR 'B';
  -- Secured bank facility 'BB-';
  -- Senior unsecured notes 'CCC'.


TRW AUTOMOTIVE HOLDINGS: Fitch Keeps 'B' IDR on Negative Watch
--------------------------------------------------------------
Certain U.S. auto suppliers remain on Rating Watch Negative by
Fitch Ratings following the bankruptcy filings of General Motors
and Chrysler.  The suppliers were initially placed on Watch
Negative in December 2008 because of concerns about potential
bankruptcy filings by the automakers and the possible negative
impact that could be felt by the supplier base.  Fitch is keeping
the Issuer Default Ratings on Watch Negative for most of the auto
suppliers due to several key concerns, including the auto
suppliers' ability to adjust to lower vehicle sales volumes on a
longer term basis, uncertainty regarding post-bankruptcy volumes
at GM and Chrysler, the need for many auto suppliers to seek
covenant relief from lenders, and reduced access to credit at a
time when much of the supplier base is in need of liquidity.
Liquidity is Fitch's key concern, and Fitch has published an
updated report on the subject.  Although the GM and Chrysler
bankruptcy filings are progressing better than Fitch had
anticipated, risks to production and sales volumes through 2009
remain.  Among these are the risks of second- and third-tier
supplier disruptions and liquidations, consumer purchasing
behavior, parts and service issues, dealer financing and
restructuring of the dealer base, availability of retail financing
capacity, and production restart risks.

In the past several months the U.S. government has taken direct
and indirect actions to support the automakers and suppliers.
Specifically, suppliers have received liquidity support in the
form of the Auto Supplier Support Program and from payments to be
made or already made by GM and Chrysler as a result of debtor-in-
possession financing from the U.S. government.  Thus far, the
effort by the government to aid liquidity has been a benefit to
the suppliers, though not all suppliers have been able to
withstand the changes to the global automotive industry.
Illustrating the situation, Hayes-Lemmerz International Inc.,
Visteon Corp., and Metaldyne Corp. filed bankruptcy petitions in
May 2009.  On June 1, 2009 Lear Corporation missed a $38 million
interest payment and will talk with lenders about debt
restructuring during its 30-day grace period.

Ratings that remain on Watch Negative are:

American Axle & Manufacturing Holdings, Inc.

  -- IDR 'CCC'.

American Axle & Manufacturing, Inc.

  -- IDR 'CCC';
  -- Senior secured bank facility 'B-';
  -- Senior unsecured notes 'C'.

ArvinMeritor

  -- IDR 'CCC';
  -- Secured 'B';
  -- Senior unsecured 'CC'.

Johnson Controls

  -- Long-term IDR 'BBB';
  -- Senior unsecured credit facilities 'BBB';
  -- Senior unsecured long-term debt 'BBB';
  -- Short-term IDR 'F2';
  -- Commercial paper 'F2'.

York International Corp.

  -- Long-term IDR 'BBB';
  -- Senior unsecured long-term debt 'BBB'.

Tenneco

  -- IDR 'B-';
  -- Senior secured bank facility 'B+';
  -- Senior secured second lien notes 'CC';
  -- Senior unsecured notes to 'CC';
  -- Subordinated notes 'CC'.

TRW Automotive Holdings Corp.

  -- IDR 'B'.

TRW Automotive, Inc.

  -- IDR 'B';
  -- Secured bank facility 'BB-';
  -- Senior unsecured notes 'CCC'.


UNUM GROUP: Moody's Affirms Senior Debt Ratings at 'Ba1'
--------------------------------------------------------
Moody's Investors Service has affirmed the credit ratings of Unum
Group (senior debt at Ba1), as well as the Baa1 insurance
financial strength ratings of the company's U.S. life insurance
subsidiaries.  The rating outlook for Unum and its insurance
subsidiaries is stable.

Commenting on the rating affirmation, Moody's positively noted
that Unum's financial leverage and earnings and cash flow coverage
metrics have strengthened as GAAP and statutory earnings have
improved over the past 12-18 months.  On the negative side,
however, the rating agency said that credit challenges facing Unum
include a concentration of business in the more volatile group and
individual disability lines, which can be adversely impacted
during an economic recession.

In the depressed economic environment, the rating agency said it
is cautious about Unum's current prospects for continued organic
profitability improvement.  Moody's Vice President and Senior
Credit Officer, Ann Perry said: "Unum's earnings have improved
over the last several quarters, driven in part by a shift in the
business mix in the core U.S. group disability line, by stronger
underwriting and pricing discipline, and by the absence of one-
time charges.  However, Moody's are concerned that as unemployment
rates continue to rise, potential related increases in the
incidence of disability claims could reverse some of Unum's
profitability gains."

In addition, like other insurance groups, Unum is expected to
experience increased investment losses, which totaled about
$250 million (gross before realized capital gains) in 2008.
Moody's also commented that Unum has a significant concentration
(about 40% of bonds) in Baa-rated corporate bonds, which are
exposed to rating transition risk to below investment grade
levels.

On a positive note, the rating agency said that Unum's earnings
are not sensitive to equity market movements, the company has
minimal exposure to structured securities, including mortgage
backed securities, and it has a below average investment
concentration in commercial mortgages.  Given the long-term nature
of its liabilities, liquidity at the operating company is good and
holding company liquidity is sound, with ample cash available for
interest payments.  Also, there are no debt maturities until 2011.

Moody's noted that these factors could result in an upgrade of
Unum's ratings: 1) sustained consolidated NAIC RBC, of at least
300%; 2) maintaining pricing discipline and no deterioration of
loss ratios (i.e., U. S. long-term disability loss ratio of not
greater than 90%); 3) adjusted financial leverage remains below
25%; and 4) cash flow coverage is maintained in at least the 6
times range.

According to Moody's, these factors could result in a downgrade of
Unum's ratings: 1) the capital position or risk profile of the
disability businesses deteriorates as a result of increased claims
driven by the recessionary environment; 2) regulatory
capitalization falls below 275% RBC; 3) pre-tax investment losses
over $400 million are sustained or are deemed likely to occur in
2009; 4) adjusted financial leverage exceeds 35%; or 5) cash-flow
coverage falls below 3 times.

These ratings have been affirmed with a stable outlook:

  -- Unum Group: Senior unsecured debt at Ba1;

  -- UNUM Corporation: Senior unsecured debt at Ba1;

  -- Provident Companies, Inc.: Senior unsecured debt at Ba1;

  -- Provident Financing Trust I: Preferred stock at Ba2;

  -- UnumProvident Finance Company plc: Senior unsecured debt at
     Ba1;

  -- UNUM Life Insurance Company of America: Insurance financial
     strength at Baa1;

  -- First UNUM Life Insurance Company: Insurance financial
     strength at Baa1;

  -- Colonial Life & Accident Insurance Company: Insurance
     financial strength at Baa1;

  -- Provident Life and Accident Insurance Co.: Insurance
     financial strength at Baa1;

  -- Paul Revere Life Insurance Company: Insurance financial
     strength at Baa1;

  -- Paul Revere Variable Annuity Insurance Co.: Insurance
     financial strength at Baa1.

These ratings have been assigned, with a stable outlook, to Unum's
shelf registration, which replaces a recently expired shelf:

  -- Unum Group: Senior unsecured debt at (P)Ba1; subordinated
     shelf at (P)Ba2; preferred shelf at (P)Ba3;

  -- Unum Group Financing Trust I/II: Preferred stock at (P)Ba2.

Unum Group is headquartered in Chattanooga, Tennessee.  At March
31, 2009, Unum had total assets of $49.2 billion and total
shareholders' equity of approximately $6 billion.

Moody's last rating action on Unum Group was on February 14, 2008,
when the rating agency affirmed Unum's ratings (senior debt at
Ba1) and changed the outlook on Unum Group's credit ratings to
stable from negative.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


VALENCE TECHNOLOGY: March 31 Balance Sheet Upside-Down by $67MM
---------------------------------------------------------------
Valence Technology, Inc.'s balance sheet at March 31, 2009, showed
total assets of $29.6 million and total liabilities of
$96.8 million, resulting in a stockholders' deficit of
$67.1 million.

The Company reported a $21.2 million net loss for the year ended
March 31, 2009, compared to the net loss of 19.4 million for the
same period in the previous year.

                  Liquidity and Capital Resources

At March 31, 2009, the Company's principal sources of liquidity
were cash and cash equivalents of $4.0 million.  The Company does
not expect its cash and cash equivalents to be sufficient to fund
its operating and capital needs for the next three to six months
months after March 31, 2009, nor does the Company anticipate
product sales during fiscal 2010 will be sufficient to cover its
operating expenses.  Historically, the Company has relied on
management's ability to periodically arrange for additional equity
or debt financing to meet the Company's liquidity requirements.

The Company related that it will need to arrange for additional
financing within the next three to six months to fund operating
and capital needs.  This financing could take the form of debt or
equity.  Given the Company's historical operating results and the
amount of existing debt, well as the other factors, the Company
may not be able to arrange for debt or equity financing from third
parties on favorable terms or at all.

The Company's cash requirements may vary materially from those now
planned because of changes in the Company's operations, including
the failure to achieve expected revenues, greater than expected
expenses, changes in OEM relationships, market conditions, the
failure to timely realize the Company's product development goals,
and other adverse developments.  These events could have a
negative impact on the Company's available liquidity sources
during the next 12 months.

A full-text copy of Valence Technolody's Form 10-K is available
for free at http://ResearchArchives.com/t/s?3dbe

                   About Valence Technology Inc.

Valence Technology Inc. (NASDAQ:VLNC) -- http://www.valence.com/
-- develops and markets the industry's  commercially available,
safe, large-format family of lithium phosphate rechargeable
batteries.  Valence holds a worldwide portfolio of issued and
pending patents relating to its lithium phosphate rechargeable
batteries.  The company has facilities in Austin, Texas; Las
Vegas, Nevada; Mallusk, Northern Ireland and Suzhou, China.

                       Going Concern Doubt

On June 5, 2009, PMB Helin Donovan, LLP, in Austin, Texas,
expressed substantial doubt about Valence Technology's ability to
continue as a going concern after it audited the company's
financial statements for the fiscal years ended March 31, 2009,
2008 and 2007.  The firm pointed to the company's recurring losses
from operations, negative cash flows from operations, and net
stockholders' capital deficiency.


VISTEON CORP: Court Limits Interim Customer Payments to $13MM
-------------------------------------------------------------
Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, submitted to the U.S. Bankruptcy Court for
the District of Delaware a revised interim order for Visteon
Corporation and its debtor-affiliates' request to honor
prepetition customer programs to reflect the Court's directive.
Mr. Billion relates that at the hearing held on May 28, 2009, the
Court:

  (a) reduced the aggregate cap associated with the maintenance
      and administration of the Customer Programs from
      $92,100,000 to $13,000,000 during the interim period; and

  (b) requested that the Debtors seek authority to pay up to
      $92,100,000, on a final basis.

Accordingly, the Court revised its order and authorized the
Debtors to maintain and administer the Customer Programs and to
honor prepetition obligations under those Programs up to an
aggregate of $13,000,000, on an interim basis.

Wilmington Trust FSB, as administrative agent, on behalf of itself
and several Prepetition Term Lenders, had asked the Court to
disallow the Debtors' request to honor their prepetition customer
programs.

As reported by the Troubled Company Reporter on June 5, 2009, the
Debtors maintain and administer certain customer programs,
including warranty programs and various programs related to
Automotive Components Holdings, LLC, an indirect, wholly owned
subsidiary.  The Debtors aver that the purpose of the Customer
Programs is to generate goodwill, remain competitive, and ensure
customer warranty satisfaction.  The Debtors' Customer Programs
include warranty programs, which can generally be classified into
two categories:

  (a) Visteon provides warranties that the components and
      service parts supplied to Original Equipment Manufacturer
      customers and integrated into the OEMs' products will be,
      among other things, free from defects in material and
      workmanship.  In addition to monetary damages, the
      Debtors' obligations under the OEM Warranties may require
      them to participate in a recall campaign as a result of
      actual or threatened regulatory or court actions and to
      provide financial contributions or to correct the defect
      by replacing the non-conforming material with conforming
      material at no cost to the OEM.

  (b) Visteon also provides standard customer limited warranties
      to the ultimate purchasers of its products and parts
      through an OEM.  If one of the parts or components
      supplied by one of the Debtors' vendor fails, or is part
      of a warranty claim against the Debtors, the Debtors may
      have recourse against the vendor who supplied that part or
      component.

The Debtors relate that as of May 15, 2009, their accrued balances
for estimated OEM Warranty Obligations total $84,100,000 and
Aftermarket Warranty Obligations total $2,800,000.

                       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)


WILLIAMS PARTNERS: Fitch Downgrades Issuer Default Rating to 'BB'
-----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and senior
unsecured debt rating for Williams Partners L.P., and the co-
issuer of its outstanding notes, Williams Partners Finance
Corporation,:

  -- IDR to 'BB' from 'BB+';
  -- $750 million senior unsecured debt to 'BB' from 'BB+'.

The Rating Outlook is Stable.

The Williams Companies, Inc. (IDR 'BBB-'; Outlook Stable) is
the owner of 21.6% of WPZ's limited partnership interests and its
2% general partner interest.  WMB exerts considerable control over
WPZ's operations, including the level of its cash distributions,
the amount and timing of acquisitions, financing practices and
other matters involving the overall business strategy of the
partnership.

The downgrade reflects these considerations:

  -- The global recession and resulting drop in demand and prices
     for natural gas liquids has significantly reduced WPZ's
     profitability and has resulted in weakening credit measures
     and lower distributable cash flow.

  -- Given the current and expected pricing environment for
     natural gas and NGLs, 2009 operating cash flows will be
     materially lower than in 2008.

  -- If energy prices and margins remain low for a prolonged
     period of time, WPZ may need to reduce its common unit
     distributions.  If that were to occur, WPZ's access to equity
     capital markets would be impaired.

  -- In a prolonged environment of low commodity prices it is
     possible that WPZ would breach the debt-to-EBITDA financial
     covenant contained in its bank credit agreement.  Should WPZ
     breach this covenant, lenders could accelerate the maturity
     of borrowings under the bank facility, including WPZ's $250
     million term loan due 2012.

  -- Constrained capital market conditions and high financing
     costs limit WPZ's ability to grow efficiently.

Favorable considerations include these:

  -- WMB's significant scale of operations, its discretionary
     dropdown strategy and strong functional ties with WPZ provide
     considerable flexibility and operating and financial support
     for WPZ.

  -- WPZ has historically used conservative financing practices
     when buying assets.

  -- WPZ's near-term liquidity position is adequate.

In April 2009, WMB waved its GP incentive distribution rights for
2009.  The incentive distribution rights total approximately
$29 million for the year.  In addition, the omnibus agreement
between WMB and WPZ relating to administrative services provided
by WMB and the allocation of expenses has been amended to provide
an additional $10 million credit to WPZ.  The credit is designed
to offset increased general and administrative costs anticipated
for 2009, including any pension funding allocations.  Supported by
these actions, WPZ expects to maintain its quarterly distribution
of $0.635 per LP unit in 2009.  However, in WPZ's recent analyst
presentations, under a hypothetical low commodity price scenario,
WPZ's distribution coverage drops to 0.8 times even with the
benefit of WMB's actions.

While Fitch considers the close relationship and support provided
by WMB positively, there are no assurances that WMB would be
willing to take similar actions in future years should WPZ
experience continuing operating cash flow shortfalls.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re 1901 Pennsylvania Avenue Deli LLC
   Bankr. D. D.C. Case No. 09-00475
      Chapter 11 Petition filed June 3, 2009
          See http://bankrupt.com/misc/dcb09-00475.pdf

In Re Alecia Marie Bracci
   Bankr. N.D. N.Y. Case No. 09-61553
      Chapter 11 Petition filed June 4, 2009
          Filed as Pro Se

In Re Anheuser Buschs Companies Inc.
   Bankr. N.D. Tex. Case No. 09-33574
      Chapter 11 Petition filed June 4, 2009
          Filed as Pro Se

In Re Archie L. Ledford, D.D.S., P.C.
   Bankr. E.D. Tenn. Case No. 09-13402
      Chapter 11 Petition filed June 4, 2009
          See http://bankrupt.com/misc/etnb09-13402p.pdf

In Re Asian American Broadcasting Corporation
   Bankr. C.D. Calif. Case No. 09-23940
      Chapter 11 Petition filed June 4, 2009
          Filed as Pro Se

In Re Danny Lee Burroughs
   Bankr. D. S.C. Case No. 09-04224
      Chapter 11 Petition filed June 4, 2009
          See http://bankrupt.com/misc/cacb09-04224.pdf

In Re Designer Denval Services, PLLC
   Bankr. D. Ariz. Case No. 09-12405
      Chapter 11 Petition filed June 4, 2009
          See http://bankrupt.com/misc/azb09-12405.pdf

In Re Gary Aprahamian
   Bankr. D. Mass. Case No. 09-15253
      Chapter 11 Petition filed June 4, 2009
          See http://bankrupt.com/misc/mab09-15253.pdf

In Re Get Flipped, Inc.
   Bankr. C.D. Calif. Case No. 09-15421
      Chapter 11 Petition filed June 4, 2009
          See http://bankrupt.com/misc/cacb09-15421.pdf

In Re GMF Inc.
   Bankr. E.D. Nev. Case No. 09-20280
      Chapter 11 Petition filed June 4, 2009
          See http://bankrupt.com/misc/nveb09-20280.pdf

In Re J.M.M., Jr. Enterprises, Inc.
   Bankr. D. R.I. Case No. 09-12213
      Chapter 11 Petition filed June 4, 2009
          See http://bankrupt.com/misc/rib09-12213.pdf

In Re KKE Moon I, Inc.
   Bankr. D. Wash. Case No. 09-03145
      Chapter 11 Petition filed June 3, 2009
          See http://bankrupt.com/misc/waeb09-03145.pdf

In Re Michael C. Uribe
   Bankr. E.D. Wash. Case No. 09-03173
      Chapter 11 Petition filed June 4, 2009
          See http://bankrupt.com/misc/waeb09-03173.pdf

In Re O.K., Incorporated
   Bankr. M.D. Fla. Case No. 09-04556
      Chapter 11 Petition filed June 4, 2009
          See http://bankrupt.com/misc/flmb09-04556.pdf

In Re Phil Busch
   Bankr. N.D. Tex. Case No. 09-33577
      Chapter 11 Petition filed June 4, 2009
          Filed as Pro Se

In Re Signature Nutrition, LLC
   Bankr. S.D. Tex. Case No. 09-34011
      Chapter 11 Petition filed June 4, 2009
          See http://bankrupt.com/misc/txsb09-34011.pdf

In Re Tailwinds Express Inc.
   Bankr. S.D. Tex. Case No. 09-34003
      Chapter 11 Petition filed June 3, 2009
          Filed as Pro Se

In Re Tommies Northridge, Inc. (start here)
   Bankr. C.D. Calif. Case No. 09-16758
      Chapter 11 Petition filed June 4, 2009
          See http://bankrupt.com/misc/cacb09-16758p
              http://bankrupt.com/misc/cacb09-16758c

In Re Top Coat Nails Salon, Inc.
       dba Top Coat Nail Salon
       dba Top Coat Salon and Spa 3
       dba Top Coat Salon and Spa
   Bankr. E.D. Calif. Case No. 09-31285
      Chapter 11 Petition filed June 3, 2009
          See http://bankrupt.com/misc/caeb09-31285.pdf

In Re Trace Homes, LLC
   Bankr. N.D. Miss. Case No. 09-12824
      Chapter 11 Petition filed June 3, 2009
          See http://bankrupt.com/misc/msnb09-12824.pdf

In Re Windtree Residences, Inc.
   Bankr. N.D. Tex. Case No. 09-33569
      Chapter 11 Petition filed June 4, 2009
          Filed as Pro Se

In Re Alphonso Joseph Cheponis, III
   Bankr. S.D. Fla. Case No. 09-21064
      Chapter 11 Petition filed June 23, 2009
          See http://bankrupt.com/misc/flsb09-21064.pdf

In Re Barry K. Kellerman
      Dana M Kellerman
   Bankr. E.D. Ark. Case No. 09-13935
      Chapter 11 Petition filed June 3, 2009
          See http://bankrupt.com/misc/areb09-13935.pdf

In Re Bradley G. Mooney
      Cynthia R. Mooney
   Bankr. W.D. Mich. Case No. 09-06709
      Chapter 11 Petition filed June 3, 2009
          See http://bankrupt.com/misc/miwb09-06709.pdf

In Re Daniel Ardelean
   Bankr. D. Ariz. Case No. 09-12292
      Chapter 11 Petition filed June 3, 2009
          See http://bankrupt.com/misc/azb09-12292.pdf

In Re Pyramid Stone Company, Inc.
   Bankr. N.D. Ga. Case No. 09-22335
      Chapter 11 Petition filed June 3, 2009
          See http://bankrupt.com/misc/ganb09-22335.pdf

In Re Stratum Enterprises Inc
   Bankr. C.D. Calif. Case No. 09-22060
      Chapter 11 Petition filed June 3, 2009
          See http://bankrupt.com/misc/cacb09-22060.pdf

In Re Superior Automotive of Uniontown, Inc.
   Bankr. W.D. Pa. Case No. 09-24177
      Chapter 11 Petition filed June 3, 2009
          See http://bankrupt.com/misc/pawb09-24177.pdf

In Re American Bonding Company, Inc.
   Bankr. S.D. Ohio Case No. 09-56088
      Chapter 11 Petition filed May 29, 2009
          See http://bankrupt.com/misc/ohsb09-56088.pdf

In Re Anything Wood Co., Inc.
   Bankr. W.D. Nev. Case No. 09-23971
      Chapter 11 Petition filed May 29, 2009
          See http://bankrupt.com/misc/pawb09-23971.pdf

In Re Danny Joe Blakeney
   Bankr. S.D. Miss. Case No. 09-18439
      Chapter 11 Petition filed May 22, 2009
          See http://bankrupt.com/misc/mssb09-511022.pdf

In Re Donald E. Deloux
       dba Deloux Education
   Bankr. D. Nev. Case No. 09-51700
      Chapter 11 Petition filed May 29, 2009
          See http://bankrupt.com/misc/nvb09-51700.pdf

In Re Elma Collision Inc.
   Bankr. W.D. N.Y. Case No. 09-12453
      Chapter 11 Petition filed May 29, 2009
          See http://bankrupt.com/misc/nywb09-12453.pdf

In Re Ernest G. Hope
   Bankr. N.D. Calif. Case No. 09-31430
      Chapter 11 Petition filed May 27, 2009
          See http://bankrupt.com/misc/camb09-31430.pdf

In Re Ester Angie Brooks Stewart
   Bankr. S.D. Ala. Case No. 09-12478
      Chapter 11 Petition filed May 29, 2009
          See http://bankrupt.com/misc/alsb09-12478.pdf

In Re Gordon Mabry Swoboda
       dba Mabry Const. Co.
   Bankr. S.D. Tex. Case No. 09-33693
      Chapter 11 Petition filed May 29, 2009
          See http://bankrupt.com/misc/txsb09-33693.pdf

In Re It's New to Me, Inc.
   Bankr. W.D. Tex. Case No. 09-11384
      Chapter 11 Petition filed May 22, 2009
          See http://bankrupt.com/misc/txwb09-11384.pdf

In Re James Stuart Youngblood
      Maxine Keller Youngblood
   Bankr. N.D. Ga. Case No. 09-73713
      Chapter 11 Petition filed May 29, 2009
          Filed as Pro Se

In Re The Louisiana Beanery, LLC
       dba The Coffee Beanery #407
   Bankr. W.D. La. Case No. 09-20397
      Chapter 11 Petition filed May 29, 2009
          See http://bankrupt.com/misc/lawb09-20397.pdf

In Re McElmury & Lacock
   Bankr. W.D. Wash. Case No. 09-15268
      Chapter 11 Petition filed May 29, 2009
          See http://bankrupt.com/misc/wawb09-15268.pdf

In Re Michael P. Rubin
   Bankr. C.D. Calif. Case No. 09-16493
      Chapter 11 Petition filed May 29, 2009
          Filed as Pro Se

In Re Monell's Dining & Catering, Inc.
   Bankr. M.D. Tenn. Case No. 09-06040
      Chapter 11 Petition filed May 29, 2009
          See http://bankrupt.com/misc/tnmb09-06040.pdf

In Re Pro-Athletics, Inc.
       dba Professional Athletics
   Bankr. E.D. Calif. Case No. 09-91597
      Chapter 11 Petition filed May 29, 2009
          See http://bankrupt.com/misc/caeb09-91597.pdf

In Re RME Equipment, Inc.
   Bankr. S.D. Tex. Case No. 09-33677
      Chapter 11 Petition filed May 29, 2009
          See http://bankrupt.com/misc/txsb09-33677.pdf

In Re Ronald Lewis Haase
   Bankr. C.D. Calif. Case No. 09-23202
      Chapter 11 Petition filed May 22, 2009
          See http://bankrupt.com/misc/cacb09-23202.pdf

In Re Roosevelt Thomas
   Bankr. N.D. Calif. Case No. 09-31431
      Chapter 11 Petition filed May 28, 2009
          Filed as Pro Se

In Re Security Response Inc.
   Bankr. D. Nev. Case No. 09-18946
      Chapter 11 Petition filed May 29, 2009
          See http://bankrupt.com/misc/nvb09-18946.pdf

In Re Sheng Du
   Bankr. S.D. Calif. Case No. 09-14905
      Chapter 11 Petition filed May 29, 2009
          See http://bankrupt.com/misc/mab09-14905.pdf

In Re Table 260 Downtown, Inc.
   Bankr. E.D. Mass. Case No. 09-30883
      Chapter 11 Petition filed May 29, 2009
          See http://bankrupt.com/misc/maeb09-30883.pdf

In Re Thode Masonry Supply & Tool, Inc
   Bankr. S.D. Tex. Case No. 09-33687
      Chapter 11 Petition filed May 22, 2009
          See http://bankrupt.com/misc/txsb09-33687.pdf

In Re Advance Disposal, Inc.
   Bankr. E.D. Calif. Case No. 09-91701
      Chapter 11 Petition filed June 5, 2009
          See http://bankrupt.com/misc/caeb09-91701.pdf

In Re Athens Carpet, Inc.
   Bankr. D. Ariz. Case No. 09-12505
      Chapter 11 Petition filed June 5, 2009
          See http://bankrupt.com/misc/azb09-12505.pdf

In Re Atlas International, Inc.
   Bankr. W.D. Mo. Case No. 09-42641
      Chapter 11 Petition filed June 6, 2009
          See http://bankrupt.com/misc/mowb09-42641.pdf

In Re Bryant Brothers Landscaping Inc.
   Bankr. M.D. Fla. Case No.09-04576
      Chapter 11 Petition filed June 5, 2009
          See http://bankrupt.com/misc/flmb09-04576.pdf

In Re Channel Properties, LC
   Bankr. W.D. Okla. Case No. 09-13005
      Chapter 11 Petition filed June 5, 2009
          See http://bankrupt.com/misc/okwb09-13005.pdf

In Re Douglas Glenn
      Janette Glenn
   Bankr. D. Nev. Case No. 09-19578
      Chapter 11 Petition filed June 5, 2009
          See http://bankrupt.com/misc/nvb09-19578.pdf

In Re Indoor Comfort Technologies, LLC
   Bankr. E.D. Tenn. Case No. 09-13443
      Chapter 11 Petition filed June 5, 2009
          See http://bankrupt.com/misc/tneb09-13443.pdf

In Re Pamela Neeleman Clark
   Bankr. D. Ohio Case No. 09-25854
      Chapter 11 Petition filed June 6, 2009
          See http://bankrupt.com/misc/ohd09-25854.pdf

In Re Rico's Beauty Salon & Supply
   Bankr. C.D. Calif. Case No. 09-22340
      Chapter 11 Petition filed June 5, 2009
          See http://bankrupt.com/misc/cacb09-22340

In Re Robert B. Michaelson
      Margaret M. Michaelson
   Bankr. D. N.J. Case No. 09-24620
      Chapter 11 Petition filed June 5, 2009
          See http://bankrupt.com/misc/njb09-24620.pdf

In Re Robert S. Walsh
      Colleen R. Walsh
   Bankr. D. Mass. Case No. 09-15308
      Chapter 11 Petition filed June 6, 2009
          See http://bankrupt.com/misc/mab09-15308.pdf

In Re Supermercado Alexander, Inc.
   Bankr. D. P.R. Case No. 09-04590
      Chapter 11 Petition filed June 5, 2009
          See http://bankrupt.com/misc/prb09-04590.pdf

   In Re Paola's Supermarket, Inc.
      Bankr. D. P.R. Case No. 09-04592
         Chapter 11 Petition filed June 5, 2009
             See http://bankrupt.com/misc/prb09-04592.pdf

In Re William Joseph Nolan, III
      Martha Louise Hemphill-Nolan
   Bankr. W.D. N.C. Case No. 09-31456
      Chapter 11 Petition filed June 5, 2009
          See http://bankrupt.com/misc/ncwb09-31456.pdf

In Re 494 Route 537 L.L.C.
   Bankr. D. N.J. Case No. 09-24737
      Chapter 11 Petition filed June 8, 2009
          See http://bankrupt.com/misc/njb09-24737.pdf

In Re Aeolus Down Inc.
   Bankr. C.D. Calif. Case No. 09-22497
      Chapter 11 Petition filed June 8, 2009
         Filed as Pro Se

In Re Anthony C. Baker, Architect & Planner, P.C.
   Bankr. E.D. N.Y. Case No. 09-74206
      Chapter 11 Petition filed June 8, 2009
          See http://bankrupt.com/misc/nyeb09-74206.pdf

In Re Bible Christian Center, Inc.
   Bankr. E.D. Calif. Case No. 09-31558
      Chapter 11 Petition filed June 8, 2009
          See http://bankrupt.com/misc/caeb09-31558.pdf

In Re Bobby's Bar-B-Que, Inc.
       dba Bobby's Bar-B-Q, Gifts & Fireworks
       dba Horse Creek Traditions
   Bankr. D. S.C. Case No. 09-04294
      Chapter 11 Petition filed June 8, 2009
          See http://bankrupt.com/misc/scdb09-04294.pdf

In Re Bric Springfield LLC
   Bankr. W.D. Wis. Case No. 09-13787
      Chapter 11 Petition filed June 8, 2009
          See http://bankrupt.com/misc/wiwb09-13787.pdf

In Re Camille Dunaway
   Bankr. C.D. Calif. Case No. 09-24220
      Chapter 11 Petition filed June 8, 2009
          Filed as Pro Se


In Re Elite Tile Company, Inc.
   Bankr. CD. Calif. Case No. 09-16872
      Chapter 11 Petition filed June 8, 2009
          See http://bankrupt.com/misc/cacb09-16872.pdf

In Re Foarm Following Function, Inc.
   Bankr. C.D. Calif. Case No. 09-12189
      Chapter 11 Petition filed June 8, 2009
          See http://bankrupt.com/misc/cacb09-12189.pdf

In Re Jerry A. Litscher
      Patricia M. Cummings
   Bankr. W.D. Wis. Case No. 09-13801
      Chapter 11 Petition filed June 8, 2009
          See http://bankrupt.com/misc/wiwb09-13801.pdf

In Re Jessica Curelop Miller
   Bankr. D. Mass. Case No. 09-15324
      Chapter 11 Petition filed June 8, 2009
          See http://bankrupt.com/misc/mab09-15324.pdf

In Re Local Union 722 International Brotherhood of Teamsters
   Bankr. N.D. Ill. Case No. 09-20825
      Chapter 11 Petition filed June 8, 2009
          See http://bankrupt.com/misc/ilnb09-20825.pdf

In Re Margaret K. Hauck Separate Property Trust
   Bankr. E.D. Calif. Case No. 09-31612
      Chapter 11 Petition filed June 8, 2009
          See http://bankrupt.com/misc/caeb09-31612.pdf

In Re Michael Hoffman, Sr
   Bankr. E.D. N.Y. Case No. 09-74211
      Chapter 11 Petition filed June 8, 2009
          Filed as Pro Se

In Re Nisswa Marine, Inc.
   Bankr. D. Minn. Case No. 09-50799
      Chapter 11 Petition filed June 8, 2009
          See http://bankrupt.com/misc/mnb09-50799.pdf

In Re Niteowl Communication
   Bankr. C.D. Calif. Case No. 09-24239
      Chapter 11 Petition filed June 8, 2009
          Filed as Pro Se

In Re Stuart Harold McNabb
      Pamela Rose Husch
   Bankr. W.D. Wash. Case No. 09-15577
      Chapter 11 Petition filed June 8, 2009
          See http://bankrupt.com/misc/wawb09-15577.pdf


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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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