TCR_Public/090612.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 12, 2009, Vol. 13, No. 161

                            Headlines

31302 MONTEREY: Case Summary & Largest Unsecured Creditor
ABEL C. MONIZ: Voluntary Chapter 11 Case Summary
ADVANTA BANK: Fitch Cuts Issuer Default Rating to 'CC'
ADVANTA CAPITAL: Fitch Affirms 'C/RR5' Trust Preferred Rating
ADVANTA CORP: Fitch Downgrades Issuer Default Rating to 'C'

ADVANTA CORP: Moves Tender Offer Expiration Date to June 15
AMC ENTERTAINMENT: Obtains Consents of Senior Notes Due 2012
AMERICAN INT'L: Court Hearing on Starr Dispute Set for Monday
AXCESS MEDICAL: Case Summary & 20 Largest Unsecured Creditors
BANCO POPULAR: S&P Cuts Rating to 'BB+/B'; Outlook Negative

BANK OF AMERICA: Files Don't Show Fed Want Silence on Merrill Deal
BANK OF AMERICA: Taps Merrill's Fares Noujaim as Vice Chairman
BEREAN CHRISTIAN: Case Summary & 25 Largest Unsecured Creditors
BERNARD L. MADOFF: Investors Seek to Recoup $3.5BB for Losses
BROWN SHOE: S&P Changes Issue-Level Rating to 'B' From 'B-'

BRYANT KEITH PETERS: Voluntary Chapter 11 Case Summary
BUTLER SERVICES: Donlin Recano Retained as Claims Agent
CAPMARK FINANCIAL: Inks 2nd Supplemental Indenture with Deutsche
CAR WASH HOLDING: Case Summary & 11 Largest Unsecured Creditors
CB RICHARD: S&P Affirms Counterparty Credit Rating at 'BB/B'

CB RICHARD: Moody's Affirms Senior Debt Rating at 'Ba2'
CHARTER COMMUNICATIONS: Shareholder Wants Equity Committee
CHRYSLER LLC: Settles Preliminary Injunction Against Logghe
CHRYSLER LLC: Wants to Hire PricewaterhouseCoopers as Tax Advisors
CHRYSLER LLC: Wants Siegfried Group to Provide Accounting Services

CHRSYLER LLC: Dollar Thrifty Discloses Updated Exposure
CITIGROUP INC: Finalizes Gov't Pact, Starts Public Share Exchange
CITY CREEK PROPERTY: Voluntary Chapter 11 Case Summary
CMS ENERGY: Fitch Assigns 'BB+' Rating on $300 Mil. Notes
COEUR D'ALLENE: To Exchange $15.9MM Senior Notes for Common Stock

COLONIAL BANCGROUP: Inks Order With Alabama State and FDIC
COLORADO RESOURCE: Case Summary & 20 Largest Unsecured Creditors
CONNACHER OIL: Higher Debt Burden Cues Moody's to Junk Rating
CONNACHER OIL: S&P Affirms Corporate Credit Rating at 'B'
COOPER TIRE: Moody's Affirms Junk Rating on Unsecured Notes

COVENTRY HEALTH: Moody's Affirms Senior Unsecured Debt at 'Ba1'
CRESCENT RESOURCES: Case Summary & 30 Largest Unsecured Creditors
DALE C. DEL BELLO: Voluntary Chapter 11 Case Summary
DENNIS ALEX LUCERO: Case Summary & 2 Largest Unsecured Creditors
DESIGNERS CHOICE: Case Summary & 20 Largest Unsecured Creditors

DOMTAR CORP: S&P Assigns 'BB-' Rating on US$400 Mil. Notes
DOUGLAS P. KUDELKA: Case Summary & 20 Largest Unsecured Creditors
EDWARD M. DELEO: Case Summary & 20 Largest Unsecured Creditors
EMPIRE EQUITIES: Chapter 11 Filing Extended Debtor's Option
EQUINIX INC: S&P Assigns 'B-' Rating on $325 Mil. 2016 Notes

F. A. M. M. LLC: Case Summary & 7 Largest Unsecured Creditors
FAR EAST: Voluntary Chapter 11 Case Summary
FILENE'S BASEMENT: Crown Questions Results of Auction Sale
FOAMEX INT'L: Wayzata Capital Appeals Sale to MaitlinPatterson
FONTAINEBLEAU LAS: Chapter 11 Filing Cues S&P's Rating Cut to 'D'

FONTAINEBLEAU LAS: Moody's Downgrades Default Rating to 'D'
FONTAINEBLEAU LAS VEGAS: Seeks Expedited Resolution of Lawsuit
FREEDOM COMMUNICATIONS: S&P Withdraws 'CCC-' Corp. Credit Rating
FREESCALE SEMICONDUCTOR: Likely to Pay Interest by December 2011
GENERAL GROWTH: Names William Ackman as Director

GENERAL GROWTH: 22 Units Now Face Ch. 11 Case Dismissal Requests
GENERAL GROWTH: Goldman Sachs & Brookfield Want $5.7MM Award
GENERAL GROWTH: Wants Schedules Filing Deadline Moved to July 31
GENERAL GROWTH: A&K Endowment Appeals Final DIP Financing Order
GENERAL MOTORS: Bondholders to Challenge Sale to New GM

GENERAL MOTORS: NYSE Files Notice of Removal With SEC
GENERAL MOTORS ACCEPTANCE: Moody's Raises Sr. Unsec. Rating to Ca
GMAC BANK: Moody's Raises Backed Sr. Unsecured Rating to Ca
GMAC INTERNATIONAL: Moody's Raises Backed Sr. Unsec. Rating to Ca
GMAC LLC: Moody's Upgrades Senior Unsecured Rating to 'Ca'

GOVERNMENT TELECOM.: Case Summary & 20 Largest Unsecured Creditors
HAIGHTS CROSS: S&P Downgrades Corporate Credit Rating to 'CC'
HAROLD L. ROSBOTTOM: Case Summary & 20 Largest Unsecured Creditors
HART-SAHARA LLC: Case Summary & 17 Largest Unsecured Creditors
HEALTHSOUTH CORPORATION: Moody's Upgrades Corporate Rating to 'B2'

HENDRICKS FURNITURE: Case Summary & 20 Largest Unsecured Creditors
HENDRICKS FURNITURE: Files for Chapter 11 Bankruptcy Protection
HEXION SPECIALTY: Issues Results of Tender Offer for Debentures
IGLESIA DE RESTAURACION: Case Summary & 3 Largest Unsec. Creditors
IMAGE PACKAGING: Case Summary & 20 Largest Unsecured Creditors

INTERNATIONAL PRINTING: Case Summary & 20 Largest Unsec. Creditors
JAMES C. DOCHEFF: Case Summary & 20 Largest Unsecured Creditors
JD NEWTON: Case Summary & 20 Largest Unsecured Creditors
JOHN MANEELY: Moody's Downgrades Corporate Family Rating to 'B2'
JT TRUCKING: Case Summary & 12 Largest Unsecured Creditors

KAREN HUNTER: Case Summary & 20 Largest Unsecured Creditors
KINETEK HOLDINGS: Debt Repurchase Prompts S&P's Rating Cut to 'D'
KOBRA PROPERTIES: Chapter 11 Trustee Hires Committee's Counsel
LANDSOURCE COMMUNITIES: Court Sets July 13 Confirmation Hearing
LBI MEDIA: S&P Downgrades Corporate Credit Rating to 'B-'

LEHMAN BROTHERS: Creditors Panel Also Wants Barclays Docs
LEHMAN BROTHERS: Seeks to Restructure Loans With Broadway Partners
LEHMAN BROTHERS: Seeks Court Okay to Pay Unit's Loan to Fortress
LEHMAN BROTHERS: Wants to Buy Furniture & Equipment From Barclays
LN ACQUISITION: Moody's Keeps Junk Rating on Senior Secured Loan

LINCOLN HOLDINGS: S&P Downgrades Corporate Credit Rating to 'B'
LYONDELL CHEMICAL: Settlement Agreements with 2 Insurers Approved
MANSOUR TAEED: Case Summary & 20 Largest Unsecured Creditors
MARYANN MCLEOD: Voluntary Chapter 11 Case Summary
METALDYNE CORP: Can Hire BMC Group as Claims and Noticing Agent

MOHAWK TRAVELER: Case Summary & 6 Largest Unsecured Creditors
NA-MOR INC.: Case Summary & 11 Largest Unsecured Creditors
NANOGEN INC: Wants Morgan Lewis as Special Bankruptcy Counsel
NANOGEN INC: Wants More Time to File SALs & SOFAs Thru July 13
NAVISTAR INT'L: Reports $12 Million Profit in Second Quarter

NEW YORK TIMES: Goldman Hints Start of Offer Acceptance
OUTDOOR RV: Hires Levy Law Firm as Bankruptcy Counsel
OUTDOOR RV: Has until June 15 to File Schedules and Statements
OUTDOOR RV: Taps Harry Swagart to Handle SC Motor Vehicle Matters
P&R REALTY: Voluntary Chapter 11 Case Summary

PACIFIC ETHANOL: Wants to Tap Cooley Godward as Bankruptcy Counsel
PAMELA ELLEN: Case Summary & 3 Largest Unsecured Creditors
PARKSIDE VILLAGE: Case Summary & Largest Unsecured Creditor
PHOENIX ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
PHOENIX COYOTES: Jim Balsillie Balks at $100MM Relocation Fee

PHOENIX COYOTES: Court Wants to See Other Bids for Firm
POLK SOD SERVICES: Case Summary & 20 Largest Unsecured Creditors
POPULAR INC: S&P Downgrades Counterparty Credit Rating to 'BB-'
PRESIDENTIAL CLUB: Case Summary & 20 Largest Unsecured Creditors
PREVALENCE HEALTH: Case Summary & 20 Largest Unsecured Creditors

RICHARD MICHAEL: Case Summary & 21 Largest Unsecured Creditors
ROGER J. ABDIN: Voluntary Chapter 11 Case Summary
RUSSELL BROTHERS: Case Summary & 20 Largest Unsecured Creditors
SEMGROUP LP: Court Permits Creditors Panel to Examine PwC, Et Al.
SEMGROUP LP: Producers Committee Seeks Rule 2004 Discovery

SEMGROUP LP: Court Okays SemStream's Settlement With Koch Supply
SEMGROUP LP: Can Tap Russell Reynolds as Executive Search Advisors
SHOPPES AT SILVER: Case Summary & 3 Largest Unsecured Creditors
SILVER SPOONS: Voluntary Chapter 11 Case Summary
SMURFIT-STONE: Has Until Sept. 23 to File Plan of Reorganization

SMURFIT-STONE: Seeks Court Approval to Sell Fullerton Property
SMURFIT-STONE: Court Okays Employment of Grubb & Ellis as Broker
SPC SENIOR: Case Summary & 20 Largest Unsecured Creditors
SPORTSMAN'S WAREHOUSE: Proposes Incentive Pay for Key Employees
SUNGARD DATA: Amendment on Loan Won't Affect Fitch's 'B' Rating

SUNGARD DATA: S&P Affirms Corporate Credit Rating at 'B+'
TERRY PAINTER: Case Summary & 15 Largest Unsecured Creditors
THOMPSON RESIDUARY: Case Summary & 15 Largest Unsecured Creditors
TOUSA INC: Creditors Committee Sues Former Directors
TRIBUNE COMPANY: Beatty Asks Court to Lift Stay on D. Tracy Suit

TWELVE OAKS: Case Summary & 11 Largest Unsecured Creditors
UAL CORP: Weak Credit Profile Cues Fitch to Junk Issuer Rating
UNITED AIRLINES: Fitch Junks Issuer Default Rating
WESTERN SUPPLY CORP.: Case Summary & 20 Largest Unsec. Creditors
WILLIAM LYON: Moody's Affirms Corporate Family Rating at 'Caa2'

* Berger Singerman Gets Top Ranking in Chambers USA 2009 Guide
* Focus Management Group Is Finalist in Turnaround Atlas Awards
* Getzler Henrich Forms Affiliation With Prolman Associates
* Matthew Salerno Joins McDonald Hopkins' Cleveland Office

* BOOK REVIEW: Crafting Solutions for Troubled Businesses:


                            *********

31302 MONTEREY: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: 31302 Monterey Capital Management, Inc.
        550 West C Street, Suite 1850
        San Diego, CA 92101

Bankruptcy Case No.: 09-08161

Chapter 11 Petition Date: June 10, 2009

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

Judge: Louise DeCarl Adler

Debtor's Counsel: Thomas C. Nelson, Esq.
                  550 West C Street, Ste 1850
                  San Diego, CA 92101
                  Tel: (619) 236-1245
                  Email: Tom@tcnlaw.com

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

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

The Debtor identified Alan Mandelberg with a disputed trade claim
for an unknown amount as its largest unsecured creditor.

The petition was signed by Keith Middlebrook, president of the
Company.


ABEL C. MONIZ: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Abel C. Moniz
               Fatima Moniz
                  dba Fatima's Fashions
               497 Briggs Road
               Westport, MA 02790

Bankruptcy Case No.: 09-15388

Chapter 11 Petition Date: June 10, 2009

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

Judge: Frank J. Bailey

Debtors' Counsel: Roger Stanford, Esq.
                  Stanford & Schall
                  100 Eighth Street
                  New Bedford, MA 02740
                  Tel: (508) 994-3393
                  Fax: (508) 994-3368
                  Email: ROGERSTANF@AOL.COM

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

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

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

The petition was signed by the Joint Debtors.


ADVANTA BANK: Fitch Cuts Issuer Default Rating to 'CC'
------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
and the outstanding debt ratings of Advanta Corp. and Advanta Bank
Corp.:

Advanta Corp.

  -- Long-term IDR to 'C' from 'CC';
  -- Senior debt to 'C/RR5' from 'CC/RR4'.

Advanta Bank Corp.

  -- Long-term IDR to 'CC' from 'CCC'.

Fitch has placed Advanta Corp.'s IDR on Rating Watch Negative and
expects to downgrade the IDR to 'Restricted Default' upon
consummation of the tender offer for all $100 million of the 8.99%
trust preferred securities on June 15, 2009.  All remaining
ratings no longer carry a Rating Outlook or Watch.

The downgrades reflect an expectation for further deterioration of
profitability and asset quality due to the closing of all credit
card accounts as of May 30, 2009.  Advanta is now in wind-down
mode.  The recovery rating on the senior debt at the parent, which
amounted to $183 million as of March 31, 2009, was revised to
'RR5' from 'RR4', which reflects below average recovery prospects.
The revision was driven by an expected decline in liquid assets at
Advanta Corp. resulting from the tender for the trust preferred
securities and the cash burn associated with running the business
down. Fitch does not expect the bank to upstream any further
dividends to the parent.

Fitch has affirmed these ratings:

Advanta Bank Corp.

  -- Short-term IDR at 'C'.
  -- Long-term deposits at 'B-/RR2'.

Advanta Capital Trust

  -- Trust Preferred at 'C/RR5'.

Fitch affirmed Advanta Bank Corp.'s long-term deposit rating and
assigned a Recovery Rating of 'RR2', which reflects superior
recovery prospects.  As of March 31, 2009, the bank had cash,
securities, and fed funds sold of approximately $2.2 billion
versus $2.5 billion of deposits.

Fitch affirmed the trust preferred rating, but revised the
Recovery Rating to an 'RR5' from an 'RR6' to incorporate Advanta's
tender offer for the securities at 20% of face value.  A recovery
rating of 'RR5' reflects below average recovery prospects and is
consistent with securities historically recovering 11% to 30% of
principal and accrued interest.

Fitch has withdrawn these ratings:

Advanta Corp.

  -- Short-term IDR 'C'.

The rating withdrawal reflects Fitch's belief that the parent
company will not issue any further short-term debt.


ADVANTA CAPITAL: Fitch Affirms 'C/RR5' Trust Preferred Rating
-------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
and the outstanding debt ratings of Advanta Corp. and Advanta Bank
Corp.:

Advanta Corp.

  -- Long-term IDR to 'C' from 'CC';
  -- Senior debt to 'C/RR5' from 'CC/RR4'.

Advanta Bank Corp.

  -- Long-term IDR to 'CC' from 'CCC'.

Fitch has placed Advanta Corp.'s IDR on Rating Watch Negative and
expects to downgrade the IDR to 'Restricted Default' upon
consummation of the tender offer for all $100 million of the 8.99%
trust preferred securities on June 15, 2009.  All remaining
ratings no longer carry a Rating Outlook or Watch.

The downgrades reflect an expectation for further deterioration of
profitability and asset quality due to the closing of all credit
card accounts as of May 30, 2009.  Advanta is now in wind-down
mode.  The recovery rating on the senior debt at the parent, which
amounted to $183 million as of March 31, 2009, was revised to
'RR5' from 'RR4', which reflects below average recovery prospects.
The revision was driven by an expected decline in liquid assets at
Advanta Corp. resulting from the tender for the trust preferred
securities and the cash burn associated with running the business
down. Fitch does not expect the bank to upstream any further
dividends to the parent.

Fitch has affirmed these ratings:

Advanta Bank Corp.

  -- Short-term IDR at 'C'.
  -- Long-term deposits at 'B-/RR2'.

Advanta Capital Trust

  -- Trust Preferred at 'C/RR5'.

Fitch affirmed Advanta Bank Corp.'s long-term deposit rating and
assigned a Recovery Rating of 'RR2', which reflects superior
recovery prospects.  As of March 31, 2009, the bank had cash,
securities, and fed funds sold of approximately $2.2 billion
versus $2.5 billion of deposits.

Fitch affirmed the trust preferred rating, but revised the
Recovery Rating to an 'RR5' from an 'RR6' to incorporate Advanta's
tender offer for the securities at 20% of face value.  A recovery
rating of 'RR5' reflects below average recovery prospects and is
consistent with securities historically recovering 11% to 30% of
principal and accrued interest.

Fitch has withdrawn these ratings:

Advanta Corp.

  -- Short-term IDR 'C'.

The rating withdrawal reflects Fitch's belief that the parent
company will not issue any further short-term debt.


ADVANTA CORP: Fitch Downgrades Issuer Default Rating to 'C'
-----------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
and the outstanding debt ratings of Advanta Corp. and Advanta Bank
Corp.:

Advanta Corp.

  -- Long-term IDR to 'C' from 'CC';
  -- Senior debt to 'C/RR5' from 'CC/RR4'.

Advanta Bank Corp.

  -- Long-term IDR to 'CC' from 'CCC'.

Fitch has placed Advanta Corp.'s IDR on Rating Watch Negative and
expects to downgrade the IDR to 'Restricted Default' upon
consummation of the tender offer for all $100 million of the 8.99%
trust preferred securities on June 15, 2009.  All remaining
ratings no longer carry a Rating Outlook or Watch.

The downgrades reflect an expectation for further deterioration of
profitability and asset quality due to the closing of all credit
card accounts as of May 30, 2009.  Advanta is now in wind-down
mode.  The recovery rating on the senior debt at the parent, which
amounted to $183 million as of March 31, 2009, was revised to
'RR5' from 'RR4', which reflects below average recovery prospects.
The revision was driven by an expected decline in liquid assets at
Advanta Corp. resulting from the tender for the trust preferred
securities and the cash burn associated with running the business
down. Fitch does not expect the bank to upstream any further
dividends to the parent.

Fitch has affirmed these ratings:

Advanta Bank Corp.

  -- Short-term IDR at 'C'.
  -- Long-term deposits at 'B-/RR2'.

Advanta Capital Trust

  -- Trust Preferred at 'C/RR5'.

Fitch affirmed Advanta Bank Corp.'s long-term deposit rating and
assigned a Recovery Rating of 'RR2', which reflects superior
recovery prospects.  As of March 31, 2009, the bank had cash,
securities, and fed funds sold of approximately $2.2 billion
versus $2.5 billion of deposits.

Fitch affirmed the trust preferred rating, but revised the
Recovery Rating to an 'RR5' from an 'RR6' to incorporate Advanta's
tender offer for the securities at 20% of face value.  A recovery
rating of 'RR5' reflects below average recovery prospects and is
consistent with securities historically recovering 11% to 30% of
principal and accrued interest.

Fitch has withdrawn these ratings:

Advanta Corp.

  -- Short-term IDR 'C'.

The rating withdrawal reflects Fitch's belief that the parent
company will not issue any further short-term debt.


ADVANTA CORP: Moves Tender Offer Expiration Date to June 15
-----------------------------------------------------------
Advanta Corp. extended the expiration date of the cash tender
offer for any and all of the $100 million of outstanding Advanta
Capital Trust I 8.99% Capital Securities to June 15, 2009.

The "Settlement Date" will be promptly following the New
Expiration Date and is expected to be June 18, 2009.  Tendered
Capital Securities, including any Capital Securities that were
tendered on or prior to the original Expiration Date, may be
withdrawn in accordance with the terms of the Tender Offer at any
time prior to 5:00 p.m., New York City time, on the New Expiration
Date.

Holders who have tendered their Capital Securities and who do
not validly withdraw their Notes will continue to be eligible to
receive the tender offer consideration without the need to re-
tender their Notes or take any other action in response to this
extension.  If tenders are validly withdrawn before the New
Expiration Date, Holders will no longer be eligible to receive the
tender offer consideration.

The terms and conditions of the Tender Offer, as extended, are set
forth in the Offer Documents.  All other terms and conditions of
the Tender Offer, as extended, remain in full force and effect.

The company said it had received tenders with respect to about
$7 million of the aggregate principal amount of the outstanding
Capital Securities pursuant to the Tender Offer.

                        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.


AMC ENTERTAINMENT: Obtains Consents of Senior Notes Due 2012
------------------------------------------------------------
AMC Entertainment Inc. received tenders and consents from the
holders of $238,065,000 of its outstanding 8-5/8% Senior Notes due
2012 by the expiration of the consent payment deadline, June 8,
2009, at 5 p.m. EST.

The consents received exceeded the number needed to approve the
proposed amendments to the indenture under which the 2012 Notes
were issued.  The terms of the tender offer and consent
solicitation for the 2012 Notes are detailed in AMC's Offer to
Purchase and Consent Solicitation Statement dated May 26, 2009.

Under the terms of the tender offer, holders who tendered on or
prior to the Consent Date will receive $1,030 per $1,000 in
principal amount of the 2012 Notes validly tendered.  Holders who
tender after the Consent Date will receive $1,000 per $1,000 in
principal amount of the 2012 Notes validly tendered.  The tender
offer will expire at midnight, New York City time, on June 22,
2009.  The company intends to redeem any 2012 Notes that remain
outstanding after the consummation of the tender offer at a price
of $1,021 per $1,000 principal amount of Notes as promptly as
practicable after August 15, 2009, in accordance with the terms of
the Indenture.

Based on the consents received, the company and the trustee under
the Indenture are expected to enter into a supplemental indenture
that will, once operative, eliminate substantially all of the
restrictive covenants and certain events of default and reduce the
required notice period contained in the optional redemption
provisions of the Indenture.  The supplemental indenture will
become operative tomorrow upon payment for 2012 Notes tendered on
or prior to the Consent Date and accepted for purchase by the
Company pursuant to the tender offer.

Requests for documents relating to the tender offer may be
directed to Global Bondholder Services Corp., the Information
Agent, at (866) 488-1500 or (212) 430-3774. Credit Suisse
Securities (USA) LLC is the Dealer Manager for the tender offer
and Solicitation Agent for the consent solicitation.  Questions
regarding the tender offer and consent solicitation may be
directed to Credit Suisse Securities (USA) LLC at (800) 820-1653
and (212) 538-1862.

                      About AMC Entertainment

Headquartered in Kansas City, Missouri, AMC Entertainment Inc.
-- http://www.amctheatres.com/-- is a theatrical exhibition
company.  As of July 3, 2008, the Company owned, operated or had
interests in 353 theatres and 5,117 screens, with 89% or 4,569 of
its screens in the U.S. and Canada and 11%, or 548 of its screens
in Mexico, China (Hong Kong), France, and the United Kingdom.

The Company's principal direct and indirect owned subsidiaries are
American Multi-Cinema Inc., Grupo Cinemex, S.A. de C.V., and AMC
Entertainment International Inc.

                             *   *   *

As reported in the Troubled Company Reporter June 1, 2009,
Standard & Poor's Ratings Services affirmed its ratings on AMC
Entertainment Inc.'s proposed senior unsecured notes due 2019,
following the company's announcement that it now intends to issue
$600 million of notes (upsized from $300 million).  The issue-
level rating remains at 'B-' (one notch lower than the 'B'
corporate credit rating on AMC) and the recovery rating remains at
'5', indicating S&P's expectation of modest (10% to 30%) recovery
for noteholders in the event of a payment default.

According to the Troubled Company Reporter on May 29, 2009,
Moody's Investors Service rated AMC Entertainment, Inc.'s new
$600 million senior unsecured notes B1.  Proceeds will be used to
retire AMC's $250 million 8.625% notes due August 2012 and to
bolster liquidity by reducing outstanding amounts under its
$200 million senior secured revolving term loan due January, 2012
and adding to the company's cash balance.

On May 28, 2009, Standard & Poor's Ratings Services said it
assigned an issue-level rating of 'B-' (one notch lower than the
'B' corporate credit rating on the company) to AMC Entertainment
Inc.'s new $300 million senior unsecured notes due 2019, along
with a recovery rating of '5', indicating S&P's expectation of
modest (10%-30%) recovery for noteholders in the event of payment
default.


AMERICAN INT'L: Court Hearing on Starr Dispute Set for Monday
-------------------------------------------------------------
Liam Pleven at The Wall Street Journal reports that the long-
running dispute between American International Group Inc. and
Starr International Co. over control of more than $4.3 billion in
shares will be heard in the federal district court in lower
Manhattan on Monday.

WSJ relates that the dispute is on the tens of millions of shares
Starr International holds in AIG as well as tens of millions of
shares the firm sold in recent years.  Starr International is an
investment firm led by AIG's longtime former CEO Maurice R.
Greenberg.

AIG said that it should control the shares, WSJ states.  According
to WSJ, AIG alleged that Starr International was holding the
shares in trust.  The report says that Starr International would
contend that the absence of a trust agreement with AIG at the time
the shares were transferred shows there was no trust and no intent
to create one.

According to WSJ, Starr International got the shares in AIG
through a 1970 reorganization of the Company and affiliated firms.
WSJ notes that AIG's share price shot up as the Company grew.  WSJ
says that the stake was valued at $17 billion during the departure
of Mr. Greenberg, who had led AIG for decades when the shares were
used to fund a long-term compensation plan for the Company's
employees.  The program ended after Mr. Greenberg left AIG in 2005
amid a probe of the Company's accounting, the report says.  Starr
International has been using the funds for other purposes,
including investments, according to the report.

WSJ reports that Starr International sold many AIG shares in 2006
and 2007, when the Company's share price was higher, which
generated more than $4 billion.  AIG would demand for that money,
plus other disputed shares that Starr International holds, the WSJ
says.

AIG, according to WSJ, said on Thursday that it would use any cash
it wins from the dispute to help pay back the debt it owes the
federal government.  WSJ states that any winnings that AIG gets in
stock -- currently worth a far smaller amount than the cash Starr
International has generated from selling other stock -- will be
used toward employee long-term compensation.

WSJ says that Mr. Greenberg would testify in the trial.  WSJ
states that a loss in the case could take away a huge asset from
Starr International.  WSJ notes that if Starr International loses
in the case, it could contend that its only obligation is to
produce the full number of disputed shares, valued at $400 million
to $500 million.  The report states that Starr International has
recently acquired AIG shares that could help meet any obligation.

U.S. District Judge Jed Rakoff will decide how much leeway AIG has
to ask Mr. Greenberg about matters beyond Starr International, WSJ
relates.  AIG has retained Theodore Wells to represent it in the
case, while Starr International has retained David Boies, WSJ
states.

     AIG Closes Secondary Offering of Shares in Transatlantic

AIG has closed the previously announced public offering of
29.9 million shares of Transatlantic Holdings, Inc. common stock
owned by the Company and its indirect subsidiary, American Home
Assurance Company for aggregate gross proceeds of $1.136 billion.
TRH will not receive any of the proceeds from the secondary
offering.

The transaction enabled AHAC, a subsidiary of AIU Holdings, Inc.,
to monetize part of its investment in TRH to improve the quality
of its capital and help position AIU Holdings for continued
success.

The secondary offering was made through a syndicate of
underwriters, led by J.P. Morgan Securities Inc., Goldman, Sachs &
Co., and Morgan Stanley & Co. as joint book-running managers with
Lazard Capital Markets LLC as co-lead underwriter.  Dowling &
Partners and Fox-Pitt Kelton Cochran Caronia Waller acted as co-
managers of the offering.

At the close of the secondary offering, AHAC owns 9,192,662 common
shares of Transatlantic Holdings, Inc., representing approximately
13.9% of Transatlantic Holdings Inc.'s common shares issued and
outstanding.

                            About AIG

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

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

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

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

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

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

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

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


AXCESS MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: AXCESS MEDICAL Imaging Corporation
        551 North Cattlemen Road, Suite 202
        Sarasota, FL 34232

Bankruptcy Case No.: 09-12180

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
   Imaging Holding LLC                             09-12181
   U.S. Imaging Center Corp., LLC                  09-12182
   Axcess Diagnostics Bradenton, LLC               09-12183
   Axcess Diagnostics Sarasota, LLC                09-12184
   Clearwater Resources, Inc.                      09-12186
   Bradenton Resources, Inc.                       09-12187
   MRI - South Umberton, Inc.                      09-12189
   Morgan Medical Corporation                      09-12190
   Charlotte Resources, Inc.                       09-12192
   Jacksonville Resources, Inc.                    09-12194
   Axcess Management Group, LLC                    09-12197

Chapter 11 Petition Date: June 10, 2009

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

Judge: Caryl E. Delano

Debtor's Counsel: Charles A. Postler, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Email: cpostler.ecf@srbp.com

                  Scott A. Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  Email: sstichter.ecf@srbp.com

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

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

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

      http://bankrupt.com/misc/flmb09-12180.pdf

The petition was signed by Stephen M. Miley, M.D., manager of the
Company.


BANCO POPULAR: S&P Cuts Rating to 'BB+/B'; Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Popular Inc., including lowering the long-term
counterparty credit rating to 'BB-' from 'BB+' and the rating on
the company's preferred shares to 'C' from 'B-', and affirmed the
short-term counterparty credit rating at 'B'.

S&P also lowered its ratings on the company's primary subsidiary,
Banco Popular de Puerto Rico, to 'BB+/B' from 'BBB-/A-3'.  The
outlooks are negative.

The rating downgrade followed management's announcement that it
would suspend dividends on shares of the company's common stock
and on its series A and series B preferred stock.  Management also
announced plans to offer common stock in exchange for its series A
and series B preferred and its trust-preferred securities.

"We believe that these actions reflect increasing pressures on the
company's capital position, operating performance, and liquidity,"
said Standard & Poor's credit analyst Robert Hansen.

S&P forecasts high participation in the planned exchange offer
based on the proposed premium and view favorably the anticipated
increase of nearly $1.2 billion in tangible common equity.
However, S&P expects the bank's continued credit quality
deterioration and the net losses it will likely sustain over
the next several quarters to more than fully offset the positive
implications from the planned exchange offer.

The downgrade also reflects S&P's expectations for continued
bottom-line losses stemming from increasing credit losses and the
associated pressures on capital ratios.  Specifically, S&P expects
that nonperforming assets will continue to rise over the next
several quarters, notably in the construction, mortgage, and
commercial loan portfolios, as S&P sees continued weakness in home
prices, reduced sale activity and continuing difficult economic
conditions in Puerto Rico.

The negative outlook reflects S&P's belief that the rating will
remain under pressure for some time.  If credit quality
deteriorates beyond S&P's current expectations, S&P could lower
the rating further.  However, if the company returns to
profitability because its credit quality improves, then S&P could
raise the ratings, which S&P views as less likely given S&P's
general economic outlook.


BANK OF AMERICA: Files Don't Show Fed Want Silence on Merrill Deal
------------------------------------------------------------------
Documents subpoenaed from the Federal Reserves as part of a
congressional probe on Merrill Lynch acquisition don't support
Bank of America CEO Kenneth Lewis' assertion that the Fed
instructed him to keep information about the deal secret, Michael
R. Crittenden at The Wall Street Journal reports.

As reported by the Troubled Company Reporter on June 10, 2009, a
House of Representatives committee said that it would subpoena the
Fed to surrender documents regarding its role in BofA's takeover
of Merrill.  The Fed would only let committee staff to review
documents at the Washington offices, which they did for several
days.  After the staff review, the committee decided that they
would need copies of documents that include a handwritten notes
from a December 19, 2008 meeting between Fed chairperson Ben
Bernanke and Mr. Lewis.  The Fed, faced with the subpoena, decided
to hand over the documents.  Mr. Lewis said that he told the U.S.
Treasury and Fed officials that he was considering declaring a
"material adverse change" which would have allowed the Company to
walk away from the acquisition, but "Treasury and Federal Reserve
representatives asked us to delay any such action, and expressed
significant concerns about the systemic consequences," and that
the government pressured him to pursue the deal and to withhold
information about losses at Merrill from investors.

According to WSJ, documents obtained by the investigators said
that Fed officials criticized BofA and Mr. Lewis in e-mails after
the Company tried to pull out of the Merrill deal.  WSJ relates
that Fed attorneys said that BofA's arguments were "not credible."
Citing a top examiner, WSJ says that Mr. Lewis' claim that BofA
was surprised by Merrill's mounting losses "seems somewhat
suspect."

The documents showed that Mr. Bernanke was willing to threaten Mr.
Lewis' removal, WSJ relates.  Fed President Jeffrey Lacker,
according to the report, said in an e-mail sent in December 2008
that Mr. Bernanke "intends to make it even more clear" that if
BofA withdraws from the Merrill deal and later needs government
assistance, "management is gone."  WSJ states that a testimony
provided by Mr. Lewis to New York Attorney General Andrew Cuomo
revealed that government officials would consider ousting him or
other BofA executives if the Company didn't push through with its
planned purchase of Merrill.

                     About Bank of America

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

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

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

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


BANK OF AMERICA: Taps Merrill's Fares Noujaim as Vice Chairman
--------------------------------------------------------------
Mirna Sleiman and Susanne Craig at The Wall Street Journal report
that Bank of America Corp. has appointed Merrill Lynch banker
Fares Noujaim as corporate and investment banking vice chairman.

According to WSJ, Mr. Noujaim will report to Brian Moynihan, the
president of global banking and wealth management at BofA, and
will be based in New York.  Mr. Noujaim will also remain as global
head of sovereign-wealth funds, WSJ says.

WSJ relates that Mr. Noujaim left Bear Stearns Cos. to join
Merrill Lynch as president in its Middle East and North Africa
operations in June 2008.

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.


BEREAN CHRISTIAN: Case Summary & 25 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Berean Christian Stores, LLC
        9415 Meridian Way
        West Chester, OH 45069

Bankruptcy Case No.: 09-13640

Chapter 11 Petition Date: June 9, 2009

Court: United States Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Kasey T. Ingram, Esq.
                  Dinsmore & Shohl LLP
                  191 W. Nationwide Blvd., Suite 300
                  Columbus, OH 43215
                  Tel: (614) 628-6927
                  Fax: (614) 628-6890
                  Email: kingram@dinslaw.com

                  Patrick Burns, Esq.
                  Dinsmore & Shohl
                  255 East Fifth Street
                  Cincinnati, OH 45202
                  Tel: (513) 977-8458
                  Email: patrick.burns@dinslaw.com

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

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

A list of the Company's 25 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/ohsb09-13640.pdf

The petition was signed by David William Simmons, III, president
and chief executive officer of the Company.


BERNARD L. MADOFF: Investors Seek to Recoup $3.5BB for Losses
-------------------------------------------------------------
Chad Bray at Dow Jones Newswires reports that investors in Kingate
Global Fund Ltd. and Kingate Euro Fund Ltd. have filed a lawsuit
against Bernard L. Madoff, seeking to recover $3.5 billion in
alleged losses.

Dow Jones states that investors Criterium Capital Funds BV, BBF
Trust, Wall Street Securities SA, Banca Arner SA, and Alvaro
Castillo also sued fund manager Kingate Management Ltd., Grosso's
FIM Advisers LLP, which acted as a consultant to the funds, and
certain other entities.

According to Dow Jones, Kingate Global and Kingate Euro are feeder
funds to Bernard L. Madoff Investment Securities LLC.

The investors said in court documents, "Reportedly, over
$3 billion was invested in Kingate Global and Kingate Euro, and
virtually all of those moneys were funneled to Madoff."  The
investors claimed that Kingate, FIM Advisers, and others ignored
"red flags" that Mr. Madoff was operating a Ponzi scheme,
including his use of an unknown accounting firm to serve as his
firm's auditor, Dow Jones says.

Dow Jones relates that Irving Picard, the court-appointed trustee
for the Madoff firm, sued the two Kingate funds in April 2009,
seeking the return of $255 million withdrawn from the Madoff firm
between October and November 2008.

                      Investors Sue Trustee

Noeleen G. Walder at the New York Law Journal reports that three
Pennsylvania residents have sued Mr. Picard, claiming that he
favored the brokerage industry and enriched Wall Street at the
expense of innocent investors.

According to Dow Jones, the investors said that Mr. Picard has
created his own definition of "net equity" and "intends to avoid
paying [Securities Investor Protection Corporation] insurance to
the thousands of elderly Madoff investors" who depended on those
investments for their "daily living expenses," by "disregarding
all appreciation" in investors' accounts, which were collectively
valued at $9.6 million on the last account statement received
before Mr. Madoff's arrest.

Investors, Dow Jones says, accused Mr. Picard of breaching his
fiduciary duty to investors by deducting withdrawals they made
within 90 days of the December 15, 2008 liquidation, which they
claimed prevented them from collecting the $500,000 in
compensation they are entitled to under the Securities Investor
Protection Corporation.  Dow Jones states that SIPC and Mr. Picard
have maintained that this doesn't qualify as insurance.  Dow Jones
relates that clients of failed brokerage firms who qualify can
receive up to $500,000 in compensation from SIPC.

Helen Davis Chaitman of Phillips Nizer, who represents the
investors, accused Mr. Picard of delaying the payout of claims,
Dow Jones reports.  Mr. Picard has to rely on teams of accountants
to evaluate the records of investors' accounts, than looking to
their most recent statements to determine net equity, Dow Jones
states, citing Ms. Chaitman.

                     About Bernard L. 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.


BROWN SHOE: S&P Changes Issue-Level Rating to 'B' From 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its issue-
level rating on Brown Shoe to 'B' from 'B-' and revised the
recovery rating to '4' from '5'.  At the same time, S&P affirmed
all other ratings, including the 'B' corporate credit rating.  The
upgrade reflects S&P's estimation that additional value is likely
to be available based on S&P's discreet asset valuation.  The
outlook is negative.

"The speculative-grade ratings on Brown Shoe reflect our analysis
of the company's participation in the mature, competitive, and
fragmented wholesale and retail footwear business; recent weak
operating performance; low operating margins relative to those of
its peers; and credit protection measures that are somewhat below
average for the rating category," said Standard & Poor's Credit
Analyst David Kuntz.

S&P expects operations to remain particularly challenged over the
near term.  The significant drop in consumer spending is likely to
result in moderately negative same-store sales.  Furthermore, S&P
believes operational deleveraging will likely pressure margins
over the next year, despite the company's earnings enhancement
plan and restructuring activities.  Total revenues declined 3.7%
for the 12 months ended May 2, 2009.  Same-store sales were down
4.9% at Famous Footwear, and wholesale revenues declined 5% for
the first quarter.  Following the trend over the past year,
margins continued to sink, falling to 10.3% range for the year
from 12.3% for the prior-year period because of increased
promotions, shifts in sales mix, and expense deleveraging.


BRYANT KEITH PETERS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Joint Debtors: Bryant Keith Peters
               aka Atlantis Construction & Development Corporation
               aka La Plata Enterprises, LLC
               April Dawn Peters
               2856 North Gregg Drive
               Flagstaff, AZ 86001

Bankruptcy Case No.: 09-12712

Chapter 11 Petition Date: June 9, 2009

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

Judge: Chief Judge Redfield T. Baum PCT Sr.

Debtors' Counsel: James F. Kahn, Esq.
                  301 E. Bethany Home Rd., #C-195
                  Phoenix, AZ 85012
                  Tel: (602) 266-1717
                  Fax: (602) 266-2484
                  Email: james.kahn@azbar.org

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

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

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

The petition was signed by the Joint Debtors.


BUTLER SERVICES: Donlin Recano Retained as Claims Agent
-------------------------------------------------------
Donlin, Recano and Company, Inc., the bankruptcy management
consultancy, will provide claims, noticing and balloting services
to Butler Services International, Inc., in the Company's Chapter
11 filing.

Donlin Recano -- http://www.donlinrecano.com-- is the leading
claims management company that has served over 200 national
clients across a broad range of industries and business sectors.
Working with counsel, turnaround advisors and the affected
company, Donlin Recano helps organize and guide Chapter 11 clients
through administrative bankruptcy tasks, including provision of
Web site-accessible information, formation of professional call
centers, management of claims, balloting, distribution and other
administrative services.  The company also provides similar
services to creditor committees of clients in an effort to comply
with The Bankruptcy Abuse Prevention and Consumer Protection Act
of 2005.

                   About Butler International

Headquartered in Ft. Lauderdale, Florida, Butler International,
Inc. -- http://www.butler.com/-- provides Engineering and
Technical Outsourcing Services, helping customers worldwide
increase performance and savings.  Butler International's global
services model provides clients with onsite, offsite, or offshore
service delivery options customized appropriately to their unique
objectives.  During its 62-year history of providing services,
Butler International has served many prestigious companies through
its industry groups, which include clients in the
aircraft/aerospace, federal/defense, communications, consumer and
manufacturing and commercial sectors.

At September 30, 2007, the Company had $118,755,000 in total
assets, $100,224,000 in total liabilities, and $18,531,000 in
total stockholders' equity.  For the nine month period then ended,
the Company reported a net loss of $4,221,000 on net sales of
$236,361,000.  The Company has not filed its annual reports for
2007 and 2008 with the Securities and Exchange Commission.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on June 1, 2009 (Bankr. D. Delaware Case No. 09-11914).
Charlene D. Davis, Esq., at Bayard, P.A., assists the Company in
its restructuring efforts.  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in debts.


CAPMARK FINANCIAL: Inks 2nd Supplemental Indenture with Deutsche
----------------------------------------------------------------
Capmark Financial Group Inc. entered into a second supplement to
the indenture dated May 10, 2007, with Deutsche Bank Trust Company
Americas as trustee for:

   -- Floating Rate Senior Notes due 2010;

   -- 5.875% Senior Notes due 2012; and

   -- 6.300% Senior Notes due 2017.

The Supplemental Indenture for each of the 2010 Senior Notes, the
2012 Senior Notes and the 2017 Senior Notes amend the existing
indentures for those Notes solely to add certain additional
subsidiaries of the Company as guarantors of those Notes.

A full-text copy of the Floating Rate Senior Notes due 2010 Second
Supplemental Indenture is available for free at:

               http://ResearchArchives.com/t/s?3dc5
   
A full-text copy of the 5.875% Senior Notes due 2012 Second
Supplemental Indenture is available for free at:

               http://ResearchArchives.com/t/s?3dc6

A full-text copy of the 6.300% Senior Notes due 2017 Second
Supplemental Indenture is available for free at:

               http://ResearchArchives.com/t/s?3dc7

                            About Capmark

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

                            *   *   *

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


CAR WASH HOLDING: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Car Wash Holding Corporation, LLC
        457 State Avenue
        Beaver, PA 15009

Bankruptcy Case No.: 09-24320

Chapter 11 Petition Date: June 9, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Edgardo D. Santillan, Esq.
                  Santillan & Associates,P.C.
                  650 Corporation Street, Ste 304
                  Beaver, PA 15009
                  Tel: (724) 770-1040
                  Fax: (412) 774-2266
                  Email: edscourt@debtlaw.com

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

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

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

             http://bankrupt.com/misc/pawb09-24320.pdf

The petition was signed by Ralph O. Esposito, president of the
Company.


CB RICHARD: S&P Affirms Counterparty Credit Rating at 'BB/B'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including the 'BB/B' counterparty credit rating, on U.S.-
based real estate services company CB Richard Ellis Services Inc.
and assigned a 'B+' rating to CBRE's announced $400 million senior
subordinated notes due 2017.  S&P assigned the senior subordinated
notes a recovery rating of '6', reflecting S&P's expectation that
lenders would realize negligible (0%-10%) recovery of principal in
the event of a payment default.  The outlook is negative.

"Our ratings on CBRE are based on the company's position as the
world's largest CRE services company; its aggressive financial
management, highlighted by weak debt service coverage and negative
tangible equity; and the sensitivity of its financial performance
to highly-cyclical CRE sales and leasing transaction volume," said
Standard & Poor's credit analyst Rian M. Pressman, CFA.

S&P believes that the capital plans CBRE announced will reduce the
liquidity overhang that had been created by the material near-term
amortization of its credit facilities.  Moreover, it will create
additional covenant cushion because, per prior amendments, the
principal and interest associated with the issuance will not be
counted in the covenant calculations.  CBRE plans to issue
$400 million of senior subordinated debt to pay down and
facilitate the modification of existing senior secured credit
facilities.  The company also announced that it had recently
raised $100 million of common stock and plans to raise an
additional $50 million in the near term.

Although the actions announced will materially reduce debt
amortization thru 2011, S&P expects debt service to remain under
considerable pressure.  S&P expects CBRE's total debt and
associated interest expense to remain virtually unchanged after
the transaction.  Moreover, S&P expects earnings from
transactional businesses to remain depressed because of the
cyclical downturn of the global CRE markets.  Management's ability
to offset this decline partially through operating expense savings
(targeted at nearly $500 million versus 2007 levels) and stabilize
CBRE's already weak debt service will be crucial to maintaining
the current rating.

The negative outlook reflects the expected weakening of CBRE's
financial profile and S&P's concern about potential further
deterioration as a result of the cyclical downturn in global CRE
markets.  If profitability erodes materially, CBRE may be
challenged to maintain debt service coverage that is adequate for
the rating.  Over the longer term, if management reduces total
debt and improves debt service coverage, S&P could revise the
outlook to stable.


CB RICHARD: Moody's Affirms Senior Debt Rating at 'Ba2'
-------------------------------------------------------
Moody's Investors Service affirmed the senior debt rating of CB
Richard Ellis Services Inc. at Ba2 and assigned a Ba3 rating to
its recently announced senior subordinated debt.  The rating
outlook remains negative.

The ratings reflect CBRE's sound franchise and leadership position
in the commercial real estate services sector, its diversified
revenue stream and its recent growth in annuity-like businesses.
The ratings and the negative outlook continue to reflect the high
leverage levels which are expected to remain, at a minimum, at
current levels over the intermediate term as a result of the
protracted credit crisis and current economic conditions (both in
the US and globally).  Furthermore, CBRE's real estate services
business is highly correlated with real estate and economic
cycles, especially its transactional businesses.  As a result,
CBRE's net debt to EBITDA increased to 5.7X at 03/31/09, a
material increase from 3.4X at 03/31/08 and interest coverage
declined to 3.2X at 03/31/09 from 5.2X at 03/31/08.  The pressure
on the company's operating performance also caused a deterioration
in CBRE's debt covenant cushions, particularly its leverage
covenant.  This pressure has been alleviated by the recent
amendment to its credit agreement which provided more room under
its leverage and coverage covenants, and by the issuance of $100
million of equity.  Moody's expects CBRE's metrics to remain
strained over the foreseeable future until the credit markets
begin to thaw.  Positively, Moody's believes the company has
adequate liquidity to fund its 2009 debt and operating
obligations.

A stable rating outlook would be predicated upon a reduction in
leverage (net debt to EBITDA) closer to 3X as well as debt as a
percentage of assets approaching 40%, with consistent recurring
EBITDA margins of at least 12%.  Sustained deterioration in
operating performance resulting in recurring EBITDA margins below
10%, further deterioration in its bank line covenant cushion, or
any increase in debt (beyond $2.2 billion) would result in a
downgrade.

This rating was assigned with a negative outlook:

* CB Richard Ellis Services, Inc. -- senior subordinated debt at
  Ba3

These ratings were affirmed with a negative outlook:

* CB Richard Ellis Services, Inc. -- senior secured bank credit
  facility at Ba2

Moody's last rating action with respect to CB Richard Ellis was on
February 12, 2009 when Moody's downgraded the senior debt rating
to Ba2 from Ba1.

CB Richard Ellis Services, Inc. is the largest global provider of
commercial real estate services.  Services it provides include
property sales/leasing brokerage, property management, corporate
services and facilities management, capital markets advice and
execution, appraisal/valuation services, research and consulting.
CB Richard Ellis is headquartered in Los Angeles, California, USA,
and has approximately 29,000 employees and over 300 offices across
more than 50 countries.

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


CHARTER COMMUNICATIONS: Shareholder Wants Equity Committee
----------------------------------------------------------
Q Investments, L.P., which holds approximately 4.7% of the
outstanding Class A common stock of Charter Communications, Inc.,
asks the U.S. Bankruptcy Court for the Southern District of New
York to compel the U.S. Trustee to appoint a committee of equity
security holders in the Chapter 11 cases of Charter Communications
and its debtor affiliates.

Q Investments contends that the Debtors are attempting to fast
track a prearranged plan negotiated among only the Debtors,
their controlling shareholder Paul Allen and certain of their
bondholders or the "Crossover Committee" that would wipe out all
of the Debtor's equity holders, except for Mr. Allen.

Q Investments says it wrote to the U.S. Trustee on March 18, 2009,
requesting that an equity committee be appointed in Charter's
bankruptcy case but the request was turned down.

Q Investments asserts that under the prearranged plan, the
controlling shareholder and members of the Crossover Committee are
set up to receive substantial distributions at the expense of
Charter's public equity holders.

The Debtors, the Crossover Committee and the official committee of
unsecured creditors oppose the appointment of an equity committee,
asserting that the request is untimely because the disclosure
statement has already been approved and the prearranged plan
eliminates $8 billion of debt, so that no value exists for current
equity holders.

As reported in the TCR on May 8, 2009, the Court scheduled the
hearing to consider confirmation of the prearranged plan for
July 20, 2009.

                 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.

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


CHRYSLER LLC: Settles Preliminary Injunction Against Logghe
-----------------------------------------------------------
Chrysler LLC and its debtor-affiliates negotiated with Logghe
Stamping Co. to resolve their request to the U.S. Bankruptcy Court
for the Southern District of New York for a preliminary injunction
to immediately enjoin Logghe Stamping from continuing to violate
the automatic stay by withholding certain tools.

To avoid further expense and the risk of protracted litigation,
the Parties entered into an agreement, which the Court approved,
providing that:

  -- The Tools belong to Chrysler and are property of Chrysler's
     estate pursuant to Section 541(a) of the Bankruptcy Code;

  -- Starting June 9, 2009, the balance of Tools that were
     not removed will be staged by Logghe for transport by the
     Debtors to its new suppliers according to this timetable:

     Date      Staging/Pickup    Tools
     ----      --------------    -----
     6/09/09       Pickup        Production weld fixtures;
                                 miscellaneous production
                                 requirements

     6/09/09       Staging       Service parts tools
     6/10-11/09    Pickup        Service parts tools

     6/12/09       Pickup        Finished goods; component
                                 parts; raw material

     6/15/09       Pickup        Containers and racks
     until
     completed

  -- Logghe will deliver to the Debtors on or before June 15,
     2009, all available paperwork for the "PPAP process"
     relating to the Tools, and designs for the check fixtures
     and dies;

  -- Logghe will cooperate with the Debtors to ensure that the
     Timetable is met.  Cooperation will include, without
     limitation, removing the Tools from Logghe's presses,
     disassembling the Tools from Logghe's capital equipment,
     and removing Logghe's sensors from the Tools;

  -- Logghe will run two shifts per day Monday through Saturday,
     and use its best efforts to run a shift or shifts on
     Sundays, to ensure that the Timetable is met;

  -- The Debtors will reimburse Logghe for labor costs amounting
     to $10,000 relating to the removal of the Tools.  Logghe
     will not be required to let any non-Logghe employees work
     on its equipment;

  -- In consideration for a release of all liens, claims,
     encumbrances or similar interests in the Tools, the Debtors
     will pay Logghe $62,488, which represents all undisputed
     prepetition amounts that are due and owing to Logghe
     against which Logghe has asserted a possessory lien under
     relevant state law, net of all undisputed prepetition
     amounts that are owed by Logghe to the Debtors, and the
     purchase of raw material, purchased components and finished
     goods.  The payment will be wired to Logghe on or before
     June 15, 2009.  Logghe will provide its wiring instructions
     on corporate letterhead; and

  -- A contemporaneous inventory of the Tools will be conducted
     as the Tools are staged for removal from Logghe's premises.
     Upon completion of the removal, a list of Tools provided by
     Chrysler will be compared to the Inventory, and any
     discrepancy will be reconciled by agreement of the parties,
     which may include an additional payment from one party to
     the other.  If the parties cannot agree, the Bankruptcy
     Court will resolve the dispute.

                        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
completed the sale of most of its assets to Fiat on June 10, 2009.

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

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

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


CHRYSLER LLC: Wants to Hire PricewaterhouseCoopers as Tax Advisors
------------------------------------------------------------------
Chrysler LLC and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ PricewaterhouseCoopers LLP as their tax advisors,
information technology advisors and special accountants in their
Chapter 11 cases, nunc pro tunc to their petition date.

Holly E. Leese, Esq., the Debtors' senior vice president and
general counsel, relates that the Debtors have selected PwC
because PwC possesses: (a) a diverse experience and in-depth
knowledge in the restructuring field; (b) an understanding of the
issues involved in complex chapter 11 cases; and (c) the ability
to provide the tax, information technology and special accounting
services that will be required in the Debtors' Chapter 11 cases.

PwC has acted as tax advisors, information technology advisors and
accountants in both in-court and out-of-court restructurings of
companies of various sizes across a wide array of industries.
PwC's clients include debtors, creditors, corporate parents,
financial sponsors and indenture trustees.

Ms. Leese notes that PwC has significant experience with the
restructuring of underperforming manufacturers in the automotive
industry, including Cadence Innovation LLC; Collins & Aikman
Corporation; Delphi Corporation; Mark IV Industries, Inc.;
Meridian Automotive Systems - Composites Operations, Inc.;
Plastech Engineered Products, Inc.; and Tower Automotive, Inc.

In addition, Ms. Leese tells the Court that PwC has performed
professional services for the Debtors, and their predecessors in
interest, since 1996, and as a result, PwC is intimately familiar
with the Debtors' history, business operations and capital
structure.

PwC will provide these services to the Debtors:

A. Tax Advisory Services:

  (1) Assisting with U.S. federal income tax return compliance,
      which may include: (i) tax return preparation assistance
      in calculating book to tax differences; (ii)
      quantification of relevant profit and loss allocations
      under Sections 704(c) and 704(b) of the Internal Revenue
      Code; (iii) subpart F income and deemed paid credit
      computations for Chrysler's foreign subsidiaries; (iv)
      calculation of foreign tax credit limitations; (v)
      preparation of various forms and supporting schedules for
      Chrysler's foreign subsidiaries; and (vi) preparation of
      the tax basis asset information;

  (2) Determining filing requirements for federal,
      international, state and local income taxes;

  (3) Assisting with examinations by the Internal Revenue
      Service or foreign tax authorities;

  (4) Providing foreign source income planning;

  (5) Assisting with interest expense apportionment review and
      planning;

  (6) Conducting expense apportionment review and planning under
      Section 861 of the Internal Revenue Code;

  (7) Performing foreign tax credit limitation modeling;

  (8) Providing state and local tax consultation, analysis,
      review and documentation, including with respect to: (i)
      state income tax withholding provisions; (ii) entity level
      tax analysis; (iii) partnership filing requirements; and
      (iv) state effective tax rate; and

  (9) Providing assistance with any other tax compliance and tax
      consulting matters.

B. Information Technology Advisory Services:

  (1) Providing technology design and security engineering
      solutions, including: (i) determining security system
      requirements by interviewing personnel and reviewing
      documentation; (ii) performing project risk analysis and
      drafting mitigation recommendations; (iii) drafting
      technical implementation and integration planning
      documents; (iv) drafting architectural design documents
      and assisting with the technical validation; (v)
      recommending solutions and deployment strategies; (vi)
      recommending systems test approaches and assisting with
      test execution; (vii) supporting infrastructure
      deployment; (viii) coordinating with other managed service
      providers and facilitating knowledge-transfer; (ix)
      advising and assisting with capacity planning, scalability
      and performance analysis; and (x) performing systems
      analysis and advice on risk mediation;

  (2) Providing resolution support for information technology
      outages, including: (i) assisting with the evaluation and
      assessment of critical infrastructure systems outages and
      recommending troubleshooting activities as appropriate;
      (ii) responding to the assessment of problems by
      identifying management infrastructure components and
      recommending solutions as appropriate; and (iii)
      performing periodic assessments of systems and logs to
      identify potential error conditions and recommend
      solutions;

  (3) Assisting in the transition of information technology
      systems in connection with the consummation of the Fiat
      Transaction, including activities to maintain the
      integrity and availability of the Debtors' information
      maintained on the systems; and

  (4) From and after the consummation of the Fiat Transaction,
      assisting the Debtors in addressing these and other
      information technology issues in connection with the
      transition services provided between the Debtors and New
      Chrysler.

C. Special Accounting Services:

  (1) Providing accounting advice and support to the
      controller's group in conjunction with, but without
      duplicating the services that will be performed by,
      Capstone Advisory Group LLC or The Siegfried Group LLP;

  (2) Supporting the preparation of the U.S. Trustee's reports
      and other reports required by the Court and, if required,
      providing factual testimony to the Court; and

  (3) Assisting management and other professionals with the
      preparation of certain aspects of bankruptcy schedules of
      assets and liabilities and statements of financial
      affairs.

The Debtors will pay PwC according to these fee structures:

  * Tax Advisory Services

               Tax           General     Special
    Position   Compliance    Planning    Planning
    --------   ----------    --------    --------
    Partner       $520         $600        $690
    Director       380          525         550
    Manager        280          350         425
    Senior         195          280         300
    Staff          140          200         235

  * Information Technology Advisory Services will be provided at
    a blended rate of $205 per hour from April 2009 until March
    2010.  The maximum fee for time incurred during the period
    will be $1,458,575.  The combined fees for Information
    Technology Advisory Services and related expenses from April
    2009 until March 2010 will not exceed $1,589,846.

  * Special Accountant Services

    Position                            Rate Range
    --------                            ----------
    Partners/Managing Directors        $650 - $780
    Director/Manager                    450 - 550
    Senior Associate/Associate          250 - 350
    Paraprofessional Staff                 200

In addition, the Debtors will reimburse PwC for reasonable and
documented actual expenses and taxes incurred in the provision of
the Services.

Perry M. Mandarino, a partner at PwC, assures the Court that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                        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
completed the sale of most of its assets to Fiat on June 10, 2009.

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

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

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


CHRYSLER LLC: Wants Siegfried Group to Provide Accounting Services
------------------------------------------------------------------
Chrysler LLC and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ The Siegfried Group, LLP, nunc pro tunc to May 19, 2009, as
their accounting resource provider in accordance with the terms of
the Master Services Agreement between Chrysler and Siegfried dated
May 19, 2009.

The Debtors anticipate that Siegfried will render various
accounting or financial professional resource services to the
Debtors as requested throughout the course of the Chapter 11
cases.  Siegfried has agreed to:

  (a) provide assistance with the creation of financial
      analyses, schedules and management reports, as requested
      to support, among others, the Debtors' controller's group,
      other professionals and consultants;

  (b) assist in the preparation of the schedules of assets and
      liabilities and the statements of financial affairs in
      support of and in coordination with the Debtors' other
      professionals;

  (c) provide assistance with closing the financial records on a
      monthly basis and completing related consolidation
      processes;

  (d) provide research and interpretation of various accounting
      pronouncements;

  (e) provide assistance with the preparation of routine tax
      schedules and related accounting analyses;

  (f) provide assistance with the creation, monitoring and
      delivery of reports to be provided to various parties,
      including the Debtors and their management, other
      professionals and stakeholders; and

  (g) perform other accounting services as may be requested by
      the Debtors from time to time.

The Debtors have separately retained Capstone Advisory Group LLC
as their financial advisor, and Epiq Bankruptcy Solutions, LLC as
their claims and noticing agent.  It is expected that Siegfried
will provide day-to-day accounting services that otherwise would
be performed by an in-house accounting staff.  These services will
support the work performed by Capstone and PwC.

The Debtors note that the services to be performed by Siegfried
will not duplicate any work performed by Capstone, PwC or any
other professionals retained by them.  In addition, Siegfried will
coordinate with the Debtors' other professionals and the Debtors'
accounting and financial reporting department to ensure that
Siegfried's Services are not duplicative of services provided by
PwC, Capstone, Epiq or the Debtors' other professionals.

The Debtors will pay Siegfried based on hours charged at
Siegfried's standard hourly rates that are in effect when the
Services are rendered.  Siegfried's current hourly rates are as:

  Professional                         Hourly Rates
  ------------                         ------------
  Associate/Senior Associate            $105 - $125
  Associate Manager/Manager             $125 - $140
  Senior Manager/Associate Director     $135 - $150
  Director/Senior Director              $150 - $170

The Debtors will also reimburse Siegfried for reasonable and
actual out-of-pocket expenditures in connection with the provision
of Services.

The Debtors and Siegfried may terminate the MSA at any time and
for any reason upon 30 days written notice.  Either party may
terminate the MSA for cause in the event the breaching party has
not cured its breach of the MSA within 20 days after receipt of a
written notice of breach.

Siegfried has agreed to waive the exclusive jurisdiction provision
in the MSA, which called for all disputes to be heard by Courts of
the State of Michigan.  Siegfried agrees to submit all matters
relating to the employment to the US Bankruptcy Court the Southern
District of New York.

George A. Siegfried, senior vice president and chief operating
officer at Siegfried, discloses that his firm has no connection
with the Debtors, their creditors, any other parties-in-interest,
their attorneys and accountants, the U.S. Trustee or any person
employed in the office of the U.S. Trustee in the Chapter 11
cases.

The Debtors have also agreed to indemnify Siegfried against
claims, demands, suits or actions for liability, losses, damages
or expenses arising from the services provided, but only to the
extent the claims are finally determined not to have resulted from
Siegfried's gross negligence, intentional misconduct, bad faith or
breach of fiduciary duty, if any.

A copy of the Master Services Agreement is available for free at

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

Siegfried also delivered to the Court a list of interested parties
that currently employ or have formerly employed Siegfried in
matters unrelated to the Debtors' cases.  A full-text copy of the
list is available for free at:

  http://bankrupt.com/misc/Chrysler_Siegfried_Sched2.pdf

Mr. Siegfried assures the Court that Siegfried (a) does not hold
or represent any interest adverse to the Debtors or their estates
and (b) is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The Court will convene a hearing to consider Siegfried's
application on June 30, 2009 at 9:30 a.m., (Eastern Time).
Objections are due June 19, 2009 at 4:00 p.m., (Eastern Time).

                        About Chrysler LLC

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

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

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

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

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

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Chrysler
completed the sale of most of its assets to Fiat on June 10, 2009.

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: Dollar Thrifty Discloses Updated Exposure
-------------------------------------------------------
Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) provided an
update on its credit exposure to Chrysler LLC, which has declined
significantly due to payments received since the commencement of
the Chrysler LLC's bankruptcy proceeding and its successful asset
sale.  As previously announced, the Company's primary credit
exposure to Chrysler relates to residual value guarantees on
program vehicles in the Company's rental fleet, as well as on
program vehicles that had previously been returned to auction.

In connection with the completion of the sale of substantially all
of the assets of Chrysler LLC to Chrysler Group LLC, Chrysler
Group has agreed, as stated in the bankruptcy court order
approving the sale, to assume certain liabilities of Chrysler LLC,
including liabilities under residual value guarantees and rebate
bonuses offered to fleet customers prior to the closing of the
sale with respect to vehicles subject to guaranteed depreciation
programs.  Based on the assumption of this liability by Chrysler
Group, the Company believes that its primary exposure will be
fully honored and settled in the ordinary course of business.

As of June 10, 2009, the Company's exposures were:

    * Approximately $6.4 million in trade receivables under
      incentive and vehicle repurchase programs.

    * Approximately $250,000 in estimated exposure for residual
      value guarantees on approximately 40 program vehicles
      that have been returned to auction but not yet sold.

    * Approximately $23 million in estimated exposure for
      residual value guarantees on approximately 3,600 program
      vehicles currently in the Company's rental fleet.  These
      vehicles are subject to return to auction in the third and
      fourth quarters of 2009.

"We are very pleased that Chrysler completed its asset sale in a
way that will allow Chrysler Group and Dollar Thrifty to continue
to benefit from our long-term association.  The removal of this
uncertainty is of significant benefit to Dollar Thrifty and all of
our stakeholders," said Scott L. Thompson, President and Chief
Executive Officer.  "We are particularly pleased that the sale
process was handled in a timely way that we have not experienced a
negative impact on the residual values of Chrysler products.  We
look forward to continuing our relationship and expect to be
working closely with Chrysler Group in the near future."

Dollar Thrifty separately confirmed that it does not have any
material exposure to General Motors.

            About Dollar Thrifty Automotive Group, Inc.

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com/--
is a Fortune 1000 company headquartered in Tulsa, Oklahoma.  The
Company's brands, Dollar Rent A Car and Thrifty Car Rental, serve
value-conscious travelers in over 70 countries.  The Company's
approximately 6,800 employees are located mainly in North America,
but global service capabilities exist through an expanding
international franchise network.

                        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
completed the sale of most of its assets to Fiat on June 10, 2009.

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

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

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


CITIGROUP INC: Finalizes Gov't Pact, Starts Public Share Exchange
-----------------------------------------------------------------
Citigroup Inc. has finalized a definitive agreement with the U.S.
government and will now launch its exchange offers for publicly
held convertible and non-convertible preferred and trust preferred
securities.

Under the agreement, the Government will exchange a portion of its
preferred securities with an aggregate liquidation value of up to
$25 billion for interim securities and warrants and its remaining
preferred securities for trust preferred securities.  The public
exchange offers are currently scheduled to expire on July 24,
2009, subject to extension by Citigroup.

Assuming full participation of holders of convertible and non-
convertible public preferred and trust preferred securities in the
exchange offers, Citigroup will convert into common shares
approximately $58 billion in aggregate liquidation value of
preferred stock and trust preferred securities.  The exchange
offers are subject to a number of conditions, including the
closing of the previously announced exchange offers with private
holders of its preferred securities and the matching exchange
offer with the Government and related regulatory approval of those
transactions.

Citigroup CEO Vikram Pandit said, "Following completion of the
exchange offers, Citi will be among the best capitalized banks in
the world.  Our employees have worked tirelessly to get Citi fit
by taking control of our balance sheet and expenses.  Their hard
work has helped position the company to withstand a challenging
market environment and to return to sustained profitability.  We
have the right strategy, the right structure and the right people.
I'm confident that we will continue to make progress and that the
strength of our franchise will be evident as the economy
improves."

"A great deal has been accomplished over the past year," said
Richard Parsons, Citigroup Chairman of the Board.  "Citi's
management team, led by CEO Vikram Pandit, has clarified the
Company's strategy by announcing the Citicorp/Citi Holdings plan,
and has taken the tough decisions to downsize the Company and cut
expenses significantly.  Once this exchange offer is completed, we
will also have addressed Citi's financial stability.  We have
confidence in our management and the future of our institution."

"After completion of the exchange offers, our Tangible Common
Equity could increase by up to approximately $61 billion, and our
Tier 1 Common may increase by up to approximately $64 billion from
their respective amounts at March 31, 2009," said Ned Kelly,
Citigroup CFO.  "These new levels place us squarely among the
ranks of the world's best capitalized banks."  Tangible Common
Equity and Tier 1 Common are non-GAAP financial measures.

In connection with the public exchange offers, Citigroup will file
two definitive proxy statements with the SEC, updating preliminary
versions filed on June 3, 2009.  One definitive proxy statement
proposes, among other things, to amend Citigroup's Charter and
certain certificates of designation to modify the rights of
holders of publicly held convertible and non-convertible preferred
stock.  The record date for holders of publicly held convertible
and non-convertible preferred securities entitled to vote on these
matters is currently scheduled to be June 16, 2009, which
Citigroup will confirm via a press release.

The other definitive proxy statement proposes, among other things,
to amend Citigroup's Charter to increase the number of authorized
shares of its common stock and authorize the Board of Directors
the option to execute a reverse stock split of its common stock.
The record date for holders of common stock entitled to vote on
these matters will be the settlement date for the public exchange
offers, which is scheduled to occur shortly after the expiration
date.

Citigroup's Board of Directors has also unanimously adopted a tax
benefits preservation plan to protect the company's ability to
utilize certain tax assets.  According to U.S. federal income tax
rules, Citigroup's use of certain tax assets could be
substantially limited if the Company experiences an "ownership
change."  In general, an ownership change would occur if there
were a cumulative change in Citigroup's ownership by "5-percent
shareholders" that exceeds 50 percentage points over a rolling
three-year period.  The tax benefits preservation plan is designed
to reduce the likelihood that Citigroup experiences such an
ownership change by discouraging any person or group from becoming
a 5-percent shareholder and dissuading existing 5-percent
shareholders from acquiring more than a minimal number of
additional shares of Citigroup's stock.  Details of the tax
benefits preservation plan are available at:

               http://ResearchArchives.com/t/s?3dc8

As part of the tax benefits preservation plan, Citigroup's Board
of Directors declared, on June 9, 2009, a dividend of one
preferred stock purchase right for each outstanding share of
common stock and interim securities, which are the securities
issued in connection with the exchange offers with the U.S.
Government and private holders of Citigroup's preferred stock.
The dividend will be payable to holders of record as of the close
of business on June 22, 2009, and shares of Citigroup common stock
and interim securities issued after that date will also receive
stock purchase rights.

The Stock Purchase Rights will be triggered in any instance of a
person becoming an "Acquiring Person" as defined in the plan.  If
triggered, each Right entitles the holder, other than the person
or group that caused the Rights to become exercisable, to purchase
the preferred stock or an underlying common stock equivalent at a
50 percent discount to the then market price of the common stock;
and the Rights owned by the acquiring person or group become void.
Alternatively, if the rights are triggered, Citigroup's Board of
Directors may decide instead to exchange all or part of the
exercised Rights, other than those held by the acquiring person,
for shares of common stock.

The tax benefits preservation plan will be in effect for 36
months, in contrast to traditional rights plans that generally
last 10 years.  Additionally, the plan does not apply to U.S.
Government acquisitions of Citigroup common stock.

Exchange Offer Timeline

Note: Timing is estimated and is subject to change.

   Timing                                      Action
   ------                                      ------
June 16, 2009                           Record Date for Preferred
                                        Proxy Statement and
                                        Exchange Offer

June 17-18, 2009                        File definitive Preferred
                                        Proxy Statement and Common
                                        Proxy Statement.

July 24, 2009                           Currently Scheduled
                                        Expiration Date for
                                        Exchange Offer

After the Expiration Date but           Execute amendments
Before the Settlement Date              delineated in
                                        Preferred Proxy Statement

July 29, 2009                           Currently anticipated
                                        Settlement Date for
                                        Exchange Offer Common
                                        Stock issued is
                                        distributed to Voting
                                        Trust Record Date for
                                        Common Proxy Statement
                                        Mail Common Proxy
                                        Statements to Common Stock
                                        holders

July 30, 2009                           Currently anticipated date
                                        for distribution of Common
                                        Stock to Exchange Offer
                                        participants by Voting
                                        Trustee

At least 20 Business Days after         Proxies to execute
Common Proxy Statement is mailed        consents in respect
to Common Stockholders                  to Common Proxy Statement
                                        are exercised when
                                        requisite number obtained

After approval and filing of            Conversion of interim
Authorized Share Increase with          securities held by the USG
the Secretary of State of Delaware      and Private Holders into
                                        Common Stock

After completion of the exchange offers, Citigroup's TCE could
increase by up to approximately $61 billion and its Tier 1 Common
could increase by up to approximately $64 billion, in each case,
as of March 31, 2009, on a pro forma basis.  TCE, as defined by
Citigroup, represents common equity less goodwill and intangible
assets (excluding mortgage servicing rights) net of the related
deferred tax liabilities.  Other companies may calculate TCE in a
manner different from Citigroup.  Citigroup's TCE was
$30.9 billion at March 31, 2009.  A reconciliation of Citigroup's
total stockholders' equity to TCE is included in:

  In millions of dollars                          March 31, 2009
  ----------------------                          --------------
Total Citi Stockholders' Equity                      $143,934
Preferred Stock                                       (74,246)

Common Equity                                         $69,688
  Goodwill                                             (26,410)
  Intangible Assets (excluding MSRs)                   (13,612)
  Related net deferred tax liabilities                   1,254

Tangible Common Equity (TCE)                          $30,920

Tier 1 Common is defined as Tier 1 Capital less non-common
elements including qualified perpetual preferred stock, qualifying
minority interest in subsidiaries and qualifying trust preferred
securities.  A reconciliation of Citigroup's common stockholders'
equity, as of March 31, 2009, to Tier 1 Common is included in:

  In millions of dollars                          March 31, 2009
  ----------------------                          --------------
Tier 1 Common
Citigroup common stockholders' equity                  $69,688
Less: Net unrealized gains (losses) on securities
  available-for-sale, net of tax (1)                    (10,040)
Less: Accumulated net losses on cash flow
  hedges, net of tax                                     (3,706)
Less: Pension liability adjustment, net of tax (2)      (2,549)
Less: Cumulative effect included in fair value of
  financial liabilities attributable to credit
  worthiness, net of tax (3)                              3,487
Less: Disallowed deferred tax assets(4)                 22,920
Less: Intangible assets:
  Goodwill                                               26,410
  Other disallowed intangible assets                     10,205
Other                                                     (870)

Total Tier 1 Common                                    $22,091

Qualifying perpetual preferred stock                   $74,246
Qualifying mandatorily redeemable securities of
  subsidiary trusts                                      24,532
Minority interest                                        1,056

Total Tier 1 Capital                                  $121,925

     (1)  Tier 1 Capital excludes net unrealized gains (losses) on
          available-for-sale debt securities and net unrealized
          gains on available-for-sale equity securities with
          readily determinable fair values, in accordance with
          regulatory risk-based capital guidelines.  In arriving
          at Tier 1 Capital, institutions are required to deduct
          net unrealized losses on available-for-sale equity
          securities with readily determinable fair values, net of
          tax.

     (2)  The FRB granted interim capital relief for the impact of
          adopting SFAS 158.

     (3)  The impact of including Citigroup's own credit rating in
          valuing liabilities for which the fair value option has
          been elected is excluded from Tier 1 Capital, in
          accordance with regulatory risk-based capital
          guidelines.

     (4)  Of Citigroup's approximately $43 billion of net deferred
          tax assets at March 31, 2009, approximately $15 billion
          of such assets were includable without limitation in
          regulatory capital pursuant to the risk-based capital
          guidelines, while approximately $23 billion of such
          assets exceeded the limitation imposed by these
          guidelines and, as "disallowed deferred tax assets,"
          were deducted in arriving at Tier 1 Capital.
          Citigroup's other approximately $5 billion of net
          deferred tax assets at March 31, 2009, primarily
          represented the deferred tax effects of unrealized
          gains and losses on available-for-sale debt securities,
          which are permitted to be excluded prior to deriving the
          amount of net deferred tax assets subject to limitation
          under the guidelines.

                          About Citigroup

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

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

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


CITY CREEK PROPERTY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: City Creek Property Holdings, LLC
        925 East 900 South
        Salt Lake City, UT 84105

Bankruptcy Case No.: 09-25962

Chapter 11 Petition Date: June 10, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtor's Counsel: Eric C. Singleton, Esq.
                  The Singleton Group, PLLC
                  170 South Main Street, Suite 375
                  Salt Lake City, UT 84101
                  Tel: (801) 364-5600
                  Fax: (801) 364-5601
                  Email: eric@thesingletongroup.com

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

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

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

The petition was signed by Colette C. Singleton, member of the
Company.


CMS ENERGY: Fitch Assigns 'BB+' Rating on $300 Mil. Notes
---------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to CMS Energy Corp.'s
$300 million 8.75% senior notes issuance, due June 15, 2019 and
$150 million 5.50% convertible senior notes due June 15, 2029.
Proceeds from the sales will be used to retire existing debt and
for general corporate purposes.  The Rating Outlook for CMS is
Stable.

The ratings for CMS take into account the stable cash flows of its
regulated electric and gas utility, Consumers Energy Co.
(Consumers; Issuer Default Rating 'BBB-', Stable Outlook, by
Fitch).  Consumers benefits from solid credit protection measures,
stable operating performance and a constructive legislative and
regulatory environment in Michigan, as evidenced by state
legislation that increases certainty of cost recovery and reduces
regulatory lag.  CMS is highly dependent on Consumer's cash
distributions to service parent debt obligations and pay common
dividends.

Rating concerns facing CMS relate to the weak and still declining
economy in Michigan, driven by the distress of the automotive
sector, as well as significant cash contributions (approximately
$200 million) to the company's defined benefit pension plan
throughout 2009.  CMS will fund these contributions with
internally generated cash flows, which have benefited from low
commodity prices and decreased capital spending.  In its November
2008 electric rate case filing, Consumers is seeking regulatory
recovery for a majority of these pension expenses, but there may
be a lag in the timing of recovery or a deficit in the amount
received.

While Consumer's service territory has less concentration in the
auto sector than does eastern Michigan, there is exposure to the
manufacturers and suppliers.  On June 1, 2009, General Motors
Corp. (GM; IDR rated 'D') filed for Chapter 11 bankruptcy, and on
April 30, 2009, Chrysler LLC (IDR rated 'D') filed for Chapter 11
bankruptcy.  CMS's average receivables exposure (after-tax) to GM
is estimated to be about $2 million, and less than $300,000 for
Chrysler.  CMS's auto-wide bankruptcy exposure, which includes
equipment manufacturers, Tier 1 and other suppliers, is estimated
to range between $10 million and $30 million on a pre-tax basis.
Furthermore, plant closures or production ramp-downs could reduce
load, and the company has forecasted an 11% decline in industrial
electric sales in 2009 compared with the prior year.  Industrial
sales, including the auto sector, comprise approximately 18% of
gross margin, or $290 million for 2008.

In November 2008, Consumers filed for a $214 million increase in
electric rates and an 11% return on equity.  Major components of
the rate request include $50 million higher O&M expenses,
$76 million increase in rate base (net plant and working capital)
and $43 million in gross margin, primarily due to customer mix and
sales decline in 2009.  The utility self-implemented a
$179 million rate increase in May and a final order from the
Michigan Public Service Commission is due on Nov. 14, 2009.  On
May 22, 2009, Consumers filed for a $114 million gas rate increase
-- $48 million associated with capital investment and cost of
capital, $41 million associated with sales recovery, and
approximately $25 million related to operations and maintenance,
including uncollectibles and pension payments.  Consumers also
filed for an 11% ROE.  If the Commission has not acted on the
application within 180 days of the filing, the company may
implement an increase up to the full amount of the rate request.

CMS is a utility holding company whose primary subsidiary is
Consumers, a regulated electric and gas utility serving more than
3.5 million customers in Michigan's Lower Peninsula.  CMS also has
operations in natural gas pipelines and independent power
production.


COEUR D'ALLENE: To Exchange $15.9MM Senior Notes for Common Stock
-----------------------------------------------------------------
Coeur d'Alene Mines Corporation agreed to exchange $15,916,000
aggregate principal amount of its 1.25% Convertible Senior Notes
due 2024 and $8,475,000 of its 3.25% Convertible Senior Notes due
2028 for a number of shares of its common stock, par value $0.01,
pursuant to privately negotiated agreements dated June 8, 2009.

The Company initially will issue 1,505,211 shares of Common Stock
in connection with the agreements.

In connection with the exchange of the 2024 Notes, the Company
will issue an additional number of shares equal to the excess over
1,062,981 of the number of shares of Common Stock equal to (a)(i)
$14,284,610, plus 100% of the accrued and unpaid interest on the
2024 Notes through June 8, 2009, divided by (ii) 97%, divided by
(b) the lesser of (i) $13.93 and (ii) the arithmetic mean of the
volume-weighted average price for the company's Common Stock for
each of the ten consecutive trading days commencing the day after
the Initial 2024 Shares are issued.

In connection with the exchange of the 2028 Notes, the Company
will issue an additional number of shares equal to the excess over
442,230 of the number of shares of Common Stock equal to (a)(i)
$5,911,312.50, plus 100% of the accrued and unpaid interest on
those 2028 Notes through June 8, 2009, divided by (ii) 97%,
divided by (b) the lesser of (i) $13.93 and (ii) the arithmetic
mean of the volume-weighted average price for the company's Common
Stock for each of the ten consecutive trading days commencing the
day after the Initial 2028 Shares are issued.

The Company expects the initial shares to be issued on or about
June 12 and any additional shares to be issued on or about
June 23.

Pursuant to an additional privately-negotiated agreement dated
June 8, 2009, the company agreed to exchange $9,000,000 of its
3.25% Convertible Senior Notes due 2028 for an aggregate number of
shares of its Common Stock equal to (a) $6,210,000, plus 100% of
the accrued and unpaid interest on such notes, divided by (b)(i)
the arithmetic mean of the volume-weighted average price for the
company's Common Stock for each day between June 9, 2009, and
June 15, 2009 (ii) divided by 1.05.  The Company expects these
shares to be issued on or about June 17.

The Company said it will issue all shares pursuant to the
exemption from the registration requirements afforded by Section
3(a)(9) of the Securities Act of 1933, as amended.

                        About Coeur d'Alene

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

                          *     *     *

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


COLONIAL BANCGROUP: Inks Order With Alabama State and FDIC
----------------------------------------------------------
The Colonial BancGroup Inc. said that its subsidiary Colonial
Bank has entered into a stipulation and consent for the issuance
of an Order to Cease and Desist with the Federal Deposit Insurance
Corporation and the Alabama State Banking Department.

Pursuant to the Cease and Desist Order, Colonial agreed to take
certain actions intended to address various issues that have
impacted the Bank's financial condition and performance.  Among
other things, the Order generally provides for the ongoing
management and oversight of the Bank, an increase in the Bank's
capital levels, a reduction in the Bank's level of criticized
assets, a reduction in concentrations of credit, and improvement
in the Bank's earnings.

"We are committed to working with the FDIC and State of Alabama to
implement the actions required by the Order.  We will do so while
continuing to meet the needs of our customers in the communities
we serve.  Rest assured that we are committed to providing the
products, services and responsiveness our customers expect and
deserve.  This Order does not affect customer deposit accounts or
loans," said Lewis Beville, Colonial's President and CEO.

"Deposits in Colonial will continue to be covered by FDIC
insurance up to $250,000 and on noninterest bearing transaction
accounts and interest bearing transaction accounts earning a rate
of 0.50 percent or less, insurance is unlimited.  While we are
dedicated to working to resolve these serious issues, we want our
customers to be confident in knowing that Colonial is committed to
customer value and delivering the kind of service that's hard to
find these days," added Mr. Beville.

A full-text copy of the stipulation and consent is available for
free at http://ResearchArchives.com/t/s?3dc4

                          About Colonial

Colonial BancGroup operates 353 branches in Florida, Alabama,
Georgia, Nevada and Texas with over $26 billion in assets. The
Company's common stock is traded on the New York Stock Exchange
under the symbol CNB and is located online at www.colonialbank.com
In some newspapers, the stock is listed as ColBgp.

                             *   *   *

According to the Troubled Company Reporter on June 11, 2009,
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.  Fitch
downgraded Colonial Bank's Colonial Bank's Long-term IDR to 'B-'
from 'B+'; Long-term deposits to 'B/RR3' from 'BB-/RR3';
Subordinated debt to 'CC/RR6' from 'B/RR6'; and Individual to 'E'
from 'D/E'.


COLORADO RESOURCE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Colorado Resource Management, Inc.
           aka Aspen Excavation and Demolition
        400 Merrill Ave
        Carbondale, CO 81623

Bankruptcy Case No.: 09-21302

Chapter 11 Petition Date: June 10, 2009

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

Debtor's Counsel: Shaun A. Christensen, Esq.
                  600 17th St., Ste. 1800-S
                  Denver, CO 80202
                  Tel: (303) 573-5900
                  Email: christensens@appellucas.com

                  Garry R. Appel, Esq.
                  Appel & Lucas, P.C.
                  1917 Market St., Ste A
                  Denver, CO 80202
                  Tel: (303) 297-9800

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

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

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

          http://bankrupt.com/misc/cob09-21302.pdf

The petition was signed by Chayln Perez, president of the Company.


CONNACHER OIL: Higher Debt Burden Cues Moody's to Junk Rating
-------------------------------------------------------------
Moody's Investors Service lowered Connacher Oil & Gas Limited's
Corporate Family Rating to Caa1 from B3, Probability of Default
Rating to Caa1 from B3, and US$600 million of second lien senior
secured notes due December 2015 to Caa2 (LGD 4, 59%) from B3 (LGD
4, 51%).  At the same time Moody's assigned a rating of B1 (LGD2,
11%) to Connacher's proposed US$150 million first lien notes
issue.  Connacher's Speculative Grade Liquidity rating was raised
to SGL-3 from SGL-4, reflecting adequate liquidity for the next
twelve to fifteen months.  Moody's does not rate Connacher's
C$100,050,000 of subordinated unsecured convertible debentures.
The rating outlook continues to be negative.

The lowering of the ratings reflects the higher debt burden
assumed by Connacher through the first lien notes issue and the
associated high interest rate anticipated on these notes.
Connacher will have very high leverage over the next few years
while it completes the ramp up of Pod One and builds Algar.
Connacher should, however, have sufficient liquidity over the next
twelve to fifteen months to complete Algar and cover its other
cash requirements during this period.  Moody's estimate that
Connacher will have approximately C$900 million of debt and only
about C$35-40 million of EBITDA in 2009 if WTI averages
approximately $50 for the full year 2009 and currently favorable
light/heavy differentials and diluent costs hold.  At this price
level, interest coverage (EBITDA to interest) will be below 1.0x
in each of 2009 and 2010.  Improvement in 2010 EBITDA will be
highly contingent upon Pod One achieving and sustaining its design
capacity of 10,000 barrels per day (bpd) and bitumen prices
remaining at or above the levels.

The negative outlook reflects Moody's view that Connacher will
need additional liquidity later in 2010 to meet its cash
requirements and bridge the gap between the final build out of
Algar and the successfully ramp-up of that project to full
production and cash flow.

The Caa1 CFR reflects Connacher's high leverage and debt service
cost, small size, and a liquidity position that is likely to
periodically be dependent on external sources absent high bitumen
prices.  The CFR is supported by Connacher's balance sheet cash
post-closing of the first lien notes issue, large proven and
probable reserve base, and progress in 2009 in ramping up Phase 1
(Pod One) steam-assisted gravity drainage bitumen production.  The
rating assumes that Connacher is able to ramp up Pod One to
approximately its 10,000 barrels per day design capacity and
achieve a strong steam-oil ratio on the order of 2.7 to 1.

Connacher's SGL-3 Speculative Grade Liquidity rating reflects
adequate liquidity over the next twelve to fifteen months.  With
C$164 million of cash raised from recent equity offering and the
proceeds (after OID and fees) of the proposed US$150 million
first-lien notes issue, Connacher's will have cash on hand of
approximately C$413 million, which should enable the company to
fund significant negative free cash flow over the next twelve to
fifteen months and meet all of its cash requirements including
interest expense, capex, working capital and taxes.  Capex for
full year 2009 and 2010 will total in excess of C$350 million if
Algar goes forward.  Capex to complete Algar is estimated to be
approximately C$200 million.  The company has no external
committed liquidity sources, having cancelled its revolving credit
facility when the banks refused to grant a deferral or amendment
to a pending violation of an interest coverage covenant.  As
result of the cancellation of the revolver, Connacher is currently
not subject to any financial covenants.  The company's alternate
liquidity is limited as all of its assets have been pledged as
security for the first-lien and second-lien notes.

Downgrades:

Issuer: Connacher Oil and Gas Limited

  -- Probability of Default Rating, Downgraded to Caa1 from B3

  -- Corporate Family Rating, Downgraded to Caa1 from B3

  -- Senior Secured Regular Bond/Debenture, Downgraded to a range
     of Caa2, LGD4, 59% from a range of B3, LGD4, 51%

Upgrades:

Issuer: Connacher Oil and Gas Limited

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
     SGL-4

Assignments:

Issuer: Connacher Oil and Gas Limited

  -- Senior Secured Regular Bond/Debenture, Assigned a range of 11
     - LGD2 to B1

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

The last rating action was February 19, 2008, when Moody's lowered
Connacher's CFR and PDR from B2 to B3 and its second lien note
rating to B3 (LGD 4, 51%) from B2 (LGD 4, 53%).  At the time,
Moody's lowered Connacher's Speculative Grade Liquidity rating to
SGL-4 from SGL-3.  The rating outlook was negative.

Connacher Oil and Gas Limited, headquartered in Calgary, Alberta,
is an oil and gas company with primary focus on the development
and production of oil sands.


CONNACHER OIL: S&P Affirms Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and 'BB-' second-lien secured debt ratings on
Calgary, Alberta-based Connacher Oil and Gas Ltd.  The recovery
rating of '1' (indicating very high [90%-100%] recovery in the
event of a payment default) on the second-lien secured notes is
unchanged.  At the same time, Standard & Poor's removed the
ratings from CreditWatch with negative implications, where they
were placed Feb. 13, 2009.  The outlook is stable.

Standard & Poor's also assigned its 'BB-' issue rating (two
notches higher than the corporate credit rating) and '1' recovery
rating to Connacher's proposed US$150 million first-lien secured
notes due 2014.

"We believe the recently completed equity offering and proposed
notes will provide Connacher sufficient liquidity to fund its
operations and recommence construction on Algar into 2010
providing the company with some financial stability which S&P
views as a positive for the credit," said Standard & Poor's credit
analyst Jamie Koutsoukis.  "However, Connacher remains highly
leveraged; and should the cost of Algar increase, or expected cash
flow from operations deviate meaningfully from S&P's expectations,
a negative rating action is likely," Ms. Koutsoukis added.

Connacher is an oil and natural gas exploration and production
company whose principal asset is its 100% interest in
approximately 98,000 acres of oil sands leases in the Great Divide
and 50% interest in Halfway Creek regions near Fort McMurray,
Alta.  Production from Connacher's first pod began during third-
quarter 2007 and should reach 10,000 barrels per day (bbl/d) of
bitumen in July 2009.  Connacher also has conventional operations
primarily at Battrum, Sask.; and Marten Creek, Simonette, and
Three Hills, Alta., with production of 3,318 barrels of oil
equivalent per day in first-quarter 2009 (ended March 31).  The
company operates a 9,500 bbl/d refinery in Great Falls, Mont., and
owns about 24% of Petrolifera Petroleum Ltd.

The stable outlook reflects S&P's expectation that Connacher will
have sufficient liquidity to fund its operational requirements
into 2010 and proceed with reinstating its construction of Algar.
However, S&P does not expect that the company's balance sheet will
materially improve in the near-to-medium term, so the outlook's
timeframe is only six to nine months.  Should Connacher encounter
pressure on its liquidity due to project cost escalations at
Algar, or if heavy oil prices meaningfully fall from the levels
and resultantly expected cash flow from Connacher operating assets
declines, a negative rating action could occur.  Conversely, an
outlook revision to positive is unlikely until Algar is completed
and producing.  Such an outlook revision depends on the company's
ability to significantly reduce its debt, combined with
improvements in free cash flow generation.


COOPER TIRE: Moody's Affirms Junk Rating on Unsecured Notes
-----------------------------------------------------------
Moody's Investors Service confirmed Cooper Tire & Rubber Company's
Corporate Family and Probability of Default Ratings at B3; and
confirmed the rating of the company's unsecured notes at Caa1.
The company's Speculative Grade Liquidity Rating is affirmed at
SGL-3.  The outlook is negative.  This action concludes the review
initiated on February 2, 2009.

The confirmation of Cooper Tire's B3 Corporate Family Rating
reflects the company's adequate liquidity profile and Moody's
belief that the company's pricing and restructuring actions in
2008 will partially mitigate further reductions in North American
replacement tire demand in 2009.  The company's more recent
actions, including the closure of its Albany, Georgia facility,
are also expected to help offset industry pressures.  Lower raw
material prices should positively affect operating results, as the
company uses the LIFO (last-in-first-out) inventory accounting
method for its U.S. inventory.  Cooper Tire's strong cash balances
continue to provide a degree of financial flexibility over the
near term.

The negative outlook considers ongoing demand pressure in the
North American replacement tire markets which is expected to
result in another year of negative growth.  As a result, Cooper
Tire will continue to have weak credit metrics for the assigned
rating over the near-term.  As of March 31, 2009, the company's
EBIT/interest expense (including Moody's standard adjustments) was
negative 0.7x.  While there is some evidence of passenger car-
miles driven stabilizing in 2009, economic and employment
conditions in the U.S. may continue to negatively affect consumer
driving patterns and limit replacement tire demand.  In addition,
competitive pricing pressures may offset the potential margin
improvement.  These conditions, along with approximately
$97 million of unsecured notes at the parent company due in
December 2009, may limit the company's liquidity in 2010, further
pressuring the company's ratings.

Cooper Tire's Speculative Grade Liquidity rating of SGL-3
continues to represent the expectation of adequate liquidity over
the next twelve months.  At March 30, 2009, the company had
approximately $233 million of cash and cash equivalents.  Moody's
believes that the company will have sufficient liquidity to retire
the remaining $97 million of 7.75% unsecured notes due in December
2009, after consideration of the potential negative free cash flow
over the remainder of 2009.  Much of the other short-term debt
relates to the company's Asian joint venture operations, which is
expected to be refinanced locally.  There are no financial
covenants under the company's $200 million asset based revolving
credit facility nor the $125 million accounts receivable
securitization facility.  As of March 31, 2009, Cooper Tire had
borrowing capacity of $240 million under the combined asset based
revolving credit and accounts receivable securitization
facilities.  The accounts receivable securitization facility
matures in September 2010 and the asset based revolving credit
matures in November 2012.  Cooper Tire also has some ability to
develop incremental alternate liquidity under the lien baskets of
its unsecured notes.

Ratings Confirmed:

  -- Corporate Family Rating, B3:
  -- Probability of Default, B3:
  -- Senior unsecured Notes, Caa1 (LGD4, 63%);
  -- Shelf filing for unsecured notes, (P)Caa1 (LGD4, 63%);
  -- Shelf filing for preferred stock, (P)Caa2 (LGD6 97%)

Rating Affirmed:

  -- Speculative Grade Liquidity Rating, SGL-3;

Cooper Tire's revolving credit facility is not rated.

The last rating action was on February 2, 2009 at which time the
Corporate Family Rating was lowered to B3 and the ratings were
placed under review for further downgrade.

Cooper Tire & Rubber Company, headquartered in Findlay, OH, is the
fourth largest tire manufacturer in North America and is focused
on replacement markets for passenger cars and light and medium
duty trucks.  Revenues in 2008 were approximately $2.9 billion.


COVENTRY HEALTH: Moody's Affirms Senior Unsecured Debt at 'Ba1'
---------------------------------------------------------------
Moody's Investors Service affirmed Coventry Health Care, Inc.'s
ratings -- senior unsecured debt at Ba1 and insurance financial
strength ratings of its key operating subsidiaries at Baa1-- and
changed the outlook to negative from stable.

In affirming the ratings, Moody's cited several key factors
relating to the company's financial profile that support the
current ratings.  First, Coventry has a strong liquidity position
with $500 million of cash at the parent and a significant stream
of unregulated cash flows to meet its interest and expense
obligations.  Second, Coventry's NAIC risk-based capital ratio is
expected to remain strong at approximately 200% of company action
level, its level the end of 2008, despite lower earnings.
Coventry's announced exit of the Medicare Advantage private fee
for service business is expected to result in a release of
capital, helping the company to maintain its RBC at this level.
Third, while Coventry's financial leverage (debt to capital, where
debt includes operating leases) as of March 31, 2009 was
relatively high at 38%, the ratio is expected to be lowered to
approximately 33% as Coventry has indicated that it intends to
repay a portion of its debt from free cash flow during 2009.

In addition to these financial measures, the rating agency stated
it has a positive view on the company's renewed focus on its core
business segments, which has resulted in the exit and sale of some
ancillary operations.  "The course set by Allen Wise, who replaced
Dale Wolf as CEO in January 2009," noted Steve Zaharuk, Moody's VP
& Senior Credit Officer, "provides Coventry a reasonable blueprint
for re-establishing its business and financial profile under the
current challenging economic and political conditions."

However, Moody's stated that as a result of the uncertainties and
business challenges driven by the current economic and political
climate, the rating agency changed the rating outlook to negative
from stable.  In particular, Coventry's commercial membership is
expected to remain pressured as a result of the high unemployment
rate and increasing healthcare premiums.  In addition,
reimbursement cuts for all MA products in 2010 could suppress
membership growth on Coventry's MA products.

Moody's added that the negative outlook also reflects continued
pressure on the company's earnings as a result of issues stemming
from its commercial group segment and PFFS business.  The company
began to see deterioration in the results on these two blocks of
business in 2008, and although some corrective operational and
pricing actions were taken, financial results are expected to be
sub-par for 2009.

The rating agency indicated that given the negative outlook, a
rating upgrade would be unlikely.  However, if Coventry maintains
its consolidated NAIC risk-based capital ratio near 200% of
company action level, maintains financial leverage in the low 30%
range, improves net margins to at least 2%, and successfully exits
the Medicare Advantage PFFS business, the outlook may be returned
to stable.  Conversely, these could result in a rating downgrade:
if financial leverage increased above 40%, if RBC fell below 150%
CAL, if commercial membership decreased by 10% or more over a
twelve month period, if annual net margins fall below 1%, or if
Coventry incurred additional operational problems beyond the
pricing and underwriting issues identified during 2008.

These ratings were affirmed with a negative outlook:

  -- Coventry Health Care, Inc.: senior unsecured debt rating at
     Ba1; senior unsecured credit facility at Ba1; corporate
     family rating at Ba1; senior unsecured shelf rating at
      (P)Ba1;

  -- HealthAssurance Pennsylvania, Inc: insurance financial
     strength rating at Baa1;

  -- HealthAmerica Pennsylvania, Inc.: insurance financial
     strength rating at Baa1;

  -- Group Health Plan, Inc.: insurance financial strength rating
     at Baa1.

Coventry Health Care, Inc., headquartered in Bethesda, Maryland
reported medical membership of 3.7 million and Part D Medicare
membership of approximately 1.5 million as of March 31, 2009.  The
company reported net income of $44 million on revenues (including
investment income) of approximately $3.6 billion for the three
months ending March 31, 2009.

Moody's most recent rating action on Coventry was on August 22,
2007, when Moody's assigned a Ba1 senior unsecured debt rating to
Coventry's $300 million of new debt securities.

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


CRESCENT RESOURCES: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Crescent Resources, LLC
        400 South Tryon Street
        Charlotte, NC 28285

Bankruptcy Case No.: 09-11507

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Crescent 210 Barton Springs, LLC                   09-11504
Cornerstone Plaza, LLC                             09-11505
Crescent Holdings, LLC                             09-11506
Palmetto Bluff Club, LLC                           09-11509
1780, LLC                                          09-11510
Palmetto Bluff Development, LLC                    09-11511
Crescent Southeast Club, LLC                       09-11512
223 Developers, LLC                                09-11513
Palmetto Bluff Investments, LLC                    09-11514
Crescent Twin Creeks, LLC                          09-11515
Ballantyne Properties, LLC                         09-11516
Palmetto Bluff Lodge, LLC                          09-11517
Palmetto Bluff Real Estate Company, LLC            09-11518
Palmetto Bluff Uplands, LLC                        09-11519
Bartram Crescent Development, LLC                  09-11520
Panama City Development, LLC                       09-11521
Parkside Development, LLC                          09-11522
Piedmont Row Development, LLC                      09-11523
Crescent/Arizona, LLC                              09-11524
Portland Group, LLC                                09-11525
Black Forest on Lake James, LLC                    09-11526
Rim Golf Investors, L.L.C.                         09-11527
Crescent/Florida, LLC                              09-11528
Bridgewater Lakeland Developers, LLC               09-11529
River Paradise, LLC                                09-11530
Crescent/Georgia, LLC                              09-11531
Crescent/RGI Capital, LLC                          09-11532
Roberts Road, LLC                                  09-11533
Brooksville East Developers, LLC                   09-11534
Falls Cove Development, LLC                        09-11535
Sailview Properties, LLC                           09-11536
Camp Lake James, LLC                               09-11537
Seddon Place Development, LLC                      09-11538
FP Real Estate One L.L.C.                          09-11539
Springfield Crescent, LLC                          09-11540
Grand Haven Developers, LLC                        09-11541
Carolina Centers LLC (NC)                          09-11542
StoneWater Bay Properties, LLC                     09-11543
Grand Woods Developers, LLC                        09-11544
Stratford on Howard Development, LLC               09-11545
Sugarloaf Country Club, LLC                        09-11546
Green Fields Investments LLC                       09-11547
Sugarloaf Properties, LLC                          09-11548
Chaparral Pines Investors, L.L.C.                  09-11549
Gulf Shores Waterway Development, LLC              09-11550
Sugarloaf Realty, LLC                              09-11551
Carolina Centers, LLC (DE)                         09-11552
Hammock Bay Crescent, LLC                          09-11553
The Farms, LLC                                     09-11554
Hampton Lakes, LLC                                 09-11555
Chaparral Pines Management, LLC                    09-11556
The Oldfield Realty Company, LLC                   09-11557
Hampton Ridge Developers, LLC                      09-11558
The Parks at Meadowview, LLC                       09-11559
Hawk's Haven Developers, LLC                       09-11560
The Parks of Berkeley, LLC                         09-11561
Hawk's Haven Golf Course Community Developers      09-11562
Chapel Cove at Glengate, LLC                       09-11563
The Point on Norman, LLC                           09-11564
The Ranch at the Rim, LLC                          09-11565
Citall Development, LLC                            09-11566
Hawk's Haven Sponsor, LLC                          09-11567
The Reserve, LLC                                   09-11568
Clean Water of NC, LLC                             09-11569
Headwaters Development Limited Partnership         09-11570
The Retreat on Haw River, LLC                      09-11571
CLT Development, LLC                               09-11572
The River Club Realty, LLC                         09-11573
Park/Marsh, LLC                                    09-11574
Club Capital, LLC                                  09-11575
The River Country Club, LLC                        09-11576
Club Enterprises, LLC                              09-11577
The Sanctuary at Lake Wylie, LLC                   09-11578
Joint Facilities Management, LLC                   09-11579
Trout Creek Developers, LLC                        09-11580
Lake George Developers, LLC                        09-11581
Tussahaw Development, LLC                          09-11582
Twin Creeks Holdings, Ltd.                         09-11583
LandMar Group, LLC                                 09-11584
Club Villas Developers, LLC                        09-11585
Twin Creeks Management, LLC                        09-11586
LandMar Management, LLC                            09-11587
Twin Creeks Operating Co., L.P.                    09-11588
Colbert Lane Commercial, LLC                       09-11589
Twin Creeks Property, Ltd.                         09-11590
Crescent Communities N.C., LLC                     09-11591
Two Lake Pony Farm, LLC                            09-11592
Winding River, LLC                                 09-11593
Lighthouse Harbor Developers, LLC                  09-11594
Crescent Communities Realty, LLC                   09-11595
May River Forest, LLC                              09-11596
Crescent Multifamily Construction, LLC             09-11597
Crescent Communities SC, LLC                       09-11598
May River Golf Club, LLC                           09-11599
Crescent Potomac Greens, LLC                       09-11600
McNinch-Hill Investments, L.L.C.                   09-11601
Crescent Potomac Plaza, LLC                        09-11602
Crescent Potomac Properties, LLC                   09-11603
Crescent Lakeway, LLC                              09-11604
Milford Estates, LLC                               09-11605
Crescent Potomac Yard Development, LLC             09-11606
Crescent Lakeway Management, LLC                   09-11607
Nine Corporate Centre Holding Company, LLC         09-11608
Crescent Potomac Yard, LLC                         09-11609
Crescent Realty Advisors, LLC                      09-11610
Crescent Land & Timber, LLC                        09-11611
Crescent Realty, LLC                               09-11612
North Bank Developers, LLC                         09-11613
Crescent River, LLC                                09-11614
North Hampton, LLC                                 09-11615
Crescent Rough Hollow, LLC                         09-11616
North River, LLC                                   09-11617
Crescent Seminole, LLC                             09-11618
Old Wildlife Club, LLC                             09-11619
Crescent Yacht Club, LLC                           09-11620
Oldfield, LLC                                      09-11621
Osprey Development, LLC                            09-11622
Hidden Lake Crescent, LLC                          09-11623
Hawk's Haven Joint Development, LLC                09-11624
New Riverside, LLC                                 09-11625

Type of Business: The Debtors are real estate developers.

Chapter 11 Petition Date: June 10, 2009

Court: Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Eric J. Taube, Esq.
                  erict@hts-law.com
                  Hohmann, Taube & Summers, L.L.P.
                  100 Congress Ave., Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Bank of America N.A.           Fee               $13,568,937
100 SE 2nd Street
Miami, FL 33131
Tel: (305) 533-2361

HSD Lakeway Holdings Ltd.      Debt              $2,393,322
2101 Lakeway Blvd., Ste. 205
Austin, TX 78734
Tel: (512) 306-1444

JHS LLC                        debt              $2,393,322
31200 Via Colianas, Ste. 200
Westlake Village, CA 91362
Tel: (818) 59707545

Morgan Stanley Capital         interest          $2,050,372
Services Inc.
901 South Bond Street
Baltimore, MD 21231
Tel: (410) 435-1862

Blythe Development Co.         trade             $733,396
1415 East Westinghouse Blvd.
Charlotte, NC 28273
Tel: (704) 588-0023

Specialized Services Inc.      trade             $559,956
23077 Greenfield Road
Southfield, MI 48075
Tel: (888) 874-1775

Vankirk Electric Inc.          trade             $455,545

John S. Clark Compan LLC       trade             $423,836

HCH Inc.                       loan              $363,881

Kimley-Horn & Associates Inc.  trade             $313,991

Sunshine State Plumbing        trade             $252,002

Sunshine State Drywall Inc.    trade             $251,750

Kearney-Horn & Development Co. trade             $235,450
Inc.

Florida Roads Contracting Inc. trade             $231,189

Ranger Construction Co. Inc.   trade             $229,372

Rim Chaparral Pines Real       litigation        $214,437
Estate Services LLC

Tri Tech Air Conditioning Inc. trade             $206,082

WDG Construction Inc.          trade             $194,401

Universal Building Supply Inc. trade             $191,776

Town of Payson                 assessment        $184,849

L M McLamb & Son Construction  trade             $175,089
Inc.

North Florida Framing Inc.     trade             $162,165

North America Lawn & Landscape trade             $154,313

Ed Taylor Construction South   trade             $147,334
Inc.

Town Hall Amenities Center     trade             $116,429

Taurus Painting Inc.           trade             $112,548

Colejenest & Stone, PA         trade             $98,350

Sandpiper Synergies LP         loan              $97,801

Indigo Forestry, Golf &        trade             $96,986
Grading Inc.

Hofer Builders Inc.            trade             $95,756

The petition was signed by Kevin H. Lambert, chief financial
officer.


DALE C. DEL BELLO: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Joint Debtors: Dale C. Del Bello
               Terry F. Del Bello
                  aka Terry Jenkins
               18212 Sunset Blvd.
               Redington Shores, FL 33708

Bankruptcy Case No.: 09-12208

Chapter 11 Petition Date: June 10, 2009

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

Debtors' Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

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

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

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

The petition was signed by the Joint Debtors.


DENNIS ALEX LUCERO: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Dennis Alex Lucero, Sr.
                  aka Dennis A. Lucero, Sr.
               Dyan Lynn Lucero
                  aka Dyan Lucero
                  aka Diane Lucero
               19651 Chuparosa Road
               Apple Valley, CA 92307

Bankruptcy Case No.: 09-22776

Chapter 11 Petition Date: June 10, 2009

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

Judge: Richard M. Neiter

Debtors' Counsel: Sandford Frey, Esq.
                  633 W Fifth St 51st Fl
                  Los Angeles, CA 90071
                  Tel: (213) 614-1944
                  Email: Sfrey@cmkllp.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 2 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/cacb09-22776.pdf

The petition was signed by the Joint Debtors.


DESIGNERS CHOICE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Designers Choice Cabinetry, Inc.
           fdba Atlantic Cabinets of Brevard, Inc.
        100 TGK Circle
        Rockledge, FL 32955

Bankruptcy Case No.: 09-08105

Chapter 11 Petition Date: June 10, 2009

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

Debtor's Counsel: Elizabeth A. Green, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bankruptcynotice@lseblaw.com

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

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

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

          http://bankrupt.com/misc/flmb09-08105.pdf

The petition was signed by James T. Murfin, president of the
Company.


DOMTAR CORP: S&P Assigns 'BB-' Rating on US$400 Mil. Notes
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating (one notch below the corporate credit rating on
the company) to Domtar Corp.'s US$400 million senior unsecured
notes due June 2017.  S&P assigned a '5' recovery rating to the
notes, indicating modest (10%-30%) recovery in the event of
default.  The proceeds from these notes will be used to replace
part of Domtar's 7.875% unsecured notes outstanding due 2011, and
for general corporate purposes.

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

                           Ratings List

                           Domtar Corp.

              Corporate credit rating  BB/Negative/--

                         Rating Assigned

              US$400 mil. senior unsecured debt   BB-
               Recovery rating                    5


DOUGLAS P. KUDELKA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Douglas P. Kudelka
           dba Texas Sports & Specialty Cars
           dba Expo Classic Cars
        5830 Picasso
        Houston, TX 77096

Bankruptcy Case No.: 09-34102

Chapter 11 Petition Date: June 10, 2009

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

Judge: Jeff Bohm

Debtor's Counsel: Larry A. Vick, Esq.
                  Attorney at Law
                  1143 Heights Blvd.
                  Houston, TX 77008
                  Tel: (713) 333-6440
                  Fax: (713) 343-4757
                  Email: lv@larryvick.com

Total Assets: $1,641,538

Total Debts: $1,682,355

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

          http://bankrupt.com/misc/txsb09-34102.pdf

The petition was signed by James T. Murfin, president of the
Company.


EDWARD M. DELEO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Edward M. DeLeo
                9641 Wilshire Lakes Blvd.
                Naples, FL 34109
               Teresa J. DeLeo
                3 Summer Hill Court
                Lafayette Hill, PA 19444

Bankruptcy Case No.: 09-12121

Chapter 11 Petition Date: June 9, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtors' Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

Total Assets: $5,354,302

Total Debts: $22,631,359

A full-text copy of the Debtors' petition, including a list of
their 16 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/flmb09-12121.pdf

The petition was signed by the Joint Debtors.


EMPIRE EQUITIES: Chapter 11 Filing Extended Debtor's Option
-----------------------------------------------------------
WestLaw reports that the time for a Chapter 11 debtor-optionee to
exercise an option that had not yet expired as of the commencement
of its bankruptcy case was extended for period of 60 days after
the order for relief, pursuant to 11 U.S.C. Sec. 108(b)(2) which
provides that, when the debtor files for bankruptcy just prior to
the expiration of any period fixed by applicable non-bankruptcy
law or agreement for the filing of any pleading, demand, notice or
proof of claim or loss, the curing of any default, or the
performance of any other similar act, then that period shall be
extended for 60 days after the order for relief.  The exercise of
the option was in the nature of "any other similar act," as used
in Sec. 108(b)(2).  Significantly, the optionor had not asserted
that the petition, which was filed a mere 39 minutes before the
option was set to expire, was filed solely for the purpose of
extending the option date by a debtor that was not in any
financial distress.  In re Empire Equities Capital Corp., --- B.R.
----, 2009 WL 1544394 (Bankr. S.D.N.Y.) (Gropper, J.).

The Debtor entered into an option contract to purchase from
CapitalSource Finance, LLC and CIG International, LLC, three loans
secured by real property located at 423 West Street in Manhattan.
The Debtor initially paid $100,000 in advance, with this deposit
to be applied against the purchase price at the closing or be
retained by the sellers if the transaction did not close.  The
contract, as originally agreed, had a deadline of March 16, 2009.
The Debtor obtained two extensions of the deadline for an
additional downpayment of $600,000.  The first extension pushed
the deadline to April 20, 2009, and the second to April 30, 2009,
at 12:00 p.m., time being of the essence.  On April 30, 2009,
thirty-nine minutes before the closing deadline, the Debtor filed
its Chapter 11 bankruptcy petition, without having proffered the
purchase price to CapitalSoutce and CIG.  The Debtor admitted
having filed the petition to use the time that it asserts is
provided in Secs. 365 and 108(b) of the Bankruptcy Code to raise
the balance of the purchase price, close the transaction and avoid
the forfeiture of its downpayment.  CapitalSource and CIG
contended that neither Secs. 365 nor 108(b) applied under the
circumstances of this case and thus that cause existed under Sec.
362(d) to lift the automatic stay.  At a minimum, CapitalSource
and CIG asserted, the Court should require the Debtor to "reject
the contract immediately."

CapitalSource Finance, LLC and CIG International, LLC, are
represented by Daniel J. Saval, Esq., Jeffrey L. Jonas, Esq.,
Keith R. Walsh, Esq., at Brown Rudnick, LLP, in Boston, Mass.

Empire Equities Capital Corp. sought protection from its creditors
under chapter 11 (Bankr. S.D.N.Y. Case No. 09-12751) on April 30,
2009.  Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky,
LLP, in New York City, represents the Debtor.  The Debtor
disclosed $8,301,000 in assets and debts totalling $8,913,784 in
its bankruptcy papers.  A full-text copy of the Debtor's chapter
11 petition, including its list of six-largest unsecured
creditors, is available at no charge at:

           http://bankrupt.com/misc/nysb09-12751.pdf


EQUINIX INC: S&P Assigns 'B-' Rating on $325 Mil. 2016 Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level and '6' recovery ratings to Foster City, California-
based data center and interconnection service provider Equinix
Inc.'s $325 million of convertible subordinated notes due 2016.

At the same time, S&P affirmed the company's existing ratings,
including its 'B+' corporate credit rating.  The outlook is
stable.  Proceeds from the new notes will be used primarily to
fund the third and final phase of its New York 4 IBX, the
development of IBX expansions in Switzerland, and other selective
expansion opportunities.  This additional debt will result in some
near-term erosion in credit metrics.  Leverage for 2008, pro forma
for the new financing, was around 6.0x, versus 5.1x on an actual
basis.  While S&P expects that leverage will improve in 2009 due
to growth in the company's cash flows, S&P also anticipates that
the company will be net free cash flow negative for 2009, given
the significant capital expenditures associated with the its data
center expansion plans.

"The rating on Equinix reflects its very competitive operating
environment, anticipated significant near-term capital
requirements, and accompanying high -- albeit improving --
leverage," said Standard & Poor's credit analyst Catherine
Cosentino.  While the data center business has very limited
maintenance capital expenditure requirements, Standard & Poor's
expects that the company will remain aggressive in expanding its
data center facilities over the next several years, and has plans
to add capacity in several markets in the 2009-2010 timeframe,
limiting its net free cash flow generating ability.  "In addition,
shifts in supply/demand conditions could result in lower pricing
upon contract renewals," added Ms. Cosentino.  It could also
potentially heighten monthly cabinet and revenue churn, which
currently are about 1.3% and 2.4%, respectively, excluding the
European region.


F. A. M. M. LLC: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: F. A. M. M., LLC
           dba The Sideline
        880 G Capital Center Boulevard
        Largo, MD 20774

Bankruptcy Case No.: 09-20450

Chapter 11 Petition Date: June 9, 2009

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

Judge: Wendelin I. Lipp

Debtor's Counsel: Bennie R. Brooks, Esq.
                  8201 Corporate Drive, Suite 260
                  Landover, MD 20785
                  Tel: (301) 731-4160
                  Email: bbrookslaw@aol.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 7 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb09-20450.pdf

The petition was signed by Lavar Arrington, president of the
Company.


FAR EAST: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Far East One, LLC
        5667 East Bent Tree Drive
        Scottsdale, AZ 85262

Bankruptcy Case No.: 09-12898

Chapter 11 Petition Date: June 10, 2009

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

Debtor's Counsel: Scott B. Cohen, Esq.
                  Engelman Berger, P.C.
                  3636 N. Central Avenue, Suite 700
                  Phoenix, AZ 85012
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999
                  Email: SBC@ENGELMANBERGER.COM

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

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

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

The petition was signed by Joseph Popo, manager of the Company.


FILENE'S BASEMENT: Crown Questions Results of Auction Sale
----------------------------------------------------------
Stanley Chera's Crown Acquisitions objected to the results
of last week's auction where Filene's Basement Inc. declared
that Men's Wearhouse Inc. made the best offer for its business,
Bloomberg's Bill Rochelle reports.

The hearing for approval of the sale has been rescheduled, perhaps
to June 19, according to Bloomberg.

Crown contends that Filene's and the official committee of
unsecured creditors violated the court-approved rules for the
auction.  Crown says that the Company accepted an offer from Men's
Wearhouse that entailed purchasing the company through
confirmation of a Chapter 11 plan contrary to the Court's order
that required bids for the immediate sale of the assets.

Crown also contends that Men's Wearhouse didn't submit a bid by
the court-imposed deadline.  The tardy offer also did not comply
with bid requirements, Crown argues.

According to Crown, Men's Wearhouse will buy the $15.1 million in
secured bank debt, provide $35 million in financing for the
remainder of the Chapter 11 case, and provide $62 million in
funding for a reorganization plan.

As reported in the Troubled Company Reporter on June 10, 2009,
Filene's Basement said that an affiliate of Men's Wearhouse
emerged as the winning bidder in a nine-hour bankruptcy
auction for assets of the off-price chain that was held in
Manhattan on Friday.  The affiliate is K&G Acquisition Corp.

                        About Filene's

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

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

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


FOAMEX INT'L: Wayzata Capital Appeals Sale to MaitlinPatterson
--------------------------------------------------------------
Wayzata Capital Investment Partners LLC has appealed the U.S.
Bankruptcy Court for the District of Delaware's May 27 order
authorizing the sale of Foamex International Inc. to
MaitlinPatterson and Black Diamond, which won the bidding in last
month's reopened auction.

As reported in the Troubled Company Reporter on May 29, 2009,
MaitlinPatterson and Black Diamond won the bidding for Foamex with
a $155 million offer, along with the assumption of some
liabilities.

Wayzata Capital Investment Partners LLC said its cash bid provides
a higher return for creditors.

Foamex International Inc. (FMXL) -- http://www.foamex.com/--
headquartered in Media, PA, produces polyurethane foam-based
solutions and specialty comfort products.  The Company services
the bedding, furniture, carpet cushion and automotive markets and
also manufactures high-performance polymers for diverse
applications in the industrial, aerospace, defense, electronics
and computer industries.

Foamex and eight affiliates first filed for Chapter 11 protection
on September 19, 2005 (Bankr. Del. Case Nos. 05-12685 through
05-12693).  On February 2, 2007, the U.S. Bankruptcy Court for the
District of Delaware confirmed the Debtors' reorganization plan.
The Plan became effective and the Company emerged from Chapter 11
bankruptcy on February 12, 2007.

Foamex missed $7.3 million in interest payments due at the end of
the January 21 grace periods on the Company's $325 million first-
lien term loan and the $47 million second-lien term loan.

On February 18, 2009, Foamex International Inc. and seven
affiliates filed separate voluntary Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 09-10560).  The Hon. Kevin J. Carey presides
over the cases.  Ira S. Dizengoff, Esq., Phillip M. Abelson, Esq.,
and Brian D. Geldert, Esq., at Akin Gump Strauss Hauer, in New
York, represent the Debtors as counsel.  Mark E. Felger, Esq., and
Jeffrey R. Waxman, Esq., at Cozen O'Connor, in Wilmington,
Delaware, represent the Debtors as Delaware counsel.  Investment
banker is Houlihan Lokey; accountant is McGladrey & Pullen LLP;
and claims and noticing agent is Epiq Bankruptcy Solutions LLC.
Sharon L. Levine, Esq., at Lowenstein Sandler, is counsel to the
Official Committee of Unsecured Creditors.  David M. Fournier,
Esq., Evelyn J. Meltze, Esq., and Leigh-Anne M. Raport, Esq., at
Pepper Hamilton LLP, is the Committee's Delaware counsel.  As of
September 28, 2008, the Debtors had $363,821,000 in assets, and
$379,710,000 in debts.


FONTAINEBLEAU LAS: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Fontainebleau Las Vegas Holdings LLC to
'D' from 'CCC'.

In addition, S&P lowered the issue-level rating on the
$1.85 billion senior secured credit facilities borrowed by
Fontainebleau Las Vegas LLC and Fontainebleau Las Vegas II LLC,
both wholly owned subsidiaries of FLVH, to 'D' from 'CCC'. The
recovery rating on the credit facilities was revised to '6',
indicating S&P's expectation of negligible (0% to 10%) recovery
for lenders in the event of a payment default, from '4'.

S&P also lowered the issue-level rating on the $675 million second
mortgage notes issued jointly by FLVH and its wholly owned
subsidiary, Fontainebleau Las Vegas Capital Corp., to 'D' from
'CC'.  The recovery rating on this debt remains unchanged at '6'.

The ratings downgrade follows filing for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court in the Southern District
of Florida by FLVH, FLVCC, and FLV.

"The revision of our recovery rating on the senior secured credit
facilities is due to an actual bankruptcy being filed earlier than
the simulated default scenario in our most recent recovery
analysis had contemplated," explained Standard & Poor's credit
analyst Ben Bubeck.  "We had contemplated a default occurring in
2010, following the opening of the company's Las Vegas gaming
facility.  Given the funding requirements remaining to complete
the project, which exceed our previous estimates for gross
enterprise value of the property, S&P now expects senior secured
creditors to realize 0% to 10% recovery."


FONTAINEBLEAU LAS: Moody's Downgrades Default Rating to 'D'
-----------------------------------------------------------
Moody's Investors Service downgraded Fontainebleau Las Vegas
Holdings, LLC's probability of default rating to D, prompted by
the company's voluntary filing of Chapter 11 on June 9, 2009.
Moody's downgraded FLVH's Corporate Family rating to Ca and its
second mortgage notes to C. Moody's also downgraded Fontainebleau
Las Vegas LLC's (a subsidiary of FLVH) first lien bank loan
ratings to Caa3.

As a result of the bankruptcy filing, Moody's will withdraw all
the ratings on FLVH and FLV in approximately three business days.

Ratings downgraded:

Fontainebleau Las Vegas Holdings, LLC

  -- Corporate Family rating to Ca from Caa3
  -- Probability of Default rating to D from Caa3
  -- Second mortgage notes to C (LGD 5, 89%) from Ca (LGD 5, 89%)
  -- Outlook: Negative

Fontainebleau Las Vegas LLC (co-issuer: Fontainebleau Las Vegas
II, LLC)

  -- Senior secured and guaranteed revolving credit facility to
     Caa3 (LGD 3, 36%) from Caa2 (LGD 3, 36%)

  -- Senior secured ang guaranteed term loan to Caa3 (LGD3, 36%)
     from Caa2 (LGD 3, 36%)

  -- Senior secured and guaranteed delayed draw term loan to Caa3
     (LGD 3, 36%) from Caa2 (LGD 3, 36%)

  -- Outlook: Negative

Moody's latest rating action on Fontainebleau was on March 4,
2009, when Fontainebleau Las Vegas Holdings, LLC's Corporate
Family rating and Probability of Default rating was downgraded to
Caa3 from Caa1.  Moody's also downgraded FLVH's second mortgage
notes to Ca from Caa3, and Fontainebleau Las Vegas, LLC's first
lien bank facilities to Caa2 from B3.

Fontainebleau Las Vegas Holdings, LLC, and its direct wholly owned
subsidiary, Fontainebleau Las Vegas, LLC, is constructing a luxury
resort, Fontainebleau Las Vegas, on the northern end of the Las
Vegas Strip.


FONTAINEBLEAU LAS VEGAS: Seeks Expedited Resolution of Lawsuit
--------------------------------------------------------------
Fontainebleau Las Vegas, LLC, filed a motion for partial summary
judgment on its lawsuit against its defaulting revolver lenders
that asked a Miami bankruptcy judge for an expedited hearing to
determine that those lenders breached their commitment to lend
$656 million to the project.  Fontainebleau Las Vegas is asking
that those funds be turned over immediately to Fontainebleau Las
Vegas.

Fontainebleau Las Vegas has asked the Honorable Judge Jay Cristol,
who is presiding over the Chapter 11 proceedings, to order the
revolving banks against which Fontainebleau Las Vegas has brought
suit to fund $656 million they had refused to fund on March 3,
2009.  That failure ultimately led to the decision by
Fontainebleau Las Vegas to seek Chapter 11 bankruptcy protection
on June 9, 2009.

Lawyers for Fontainebleau Las Vegas said a quick decision to force
the banks to fund the revolving credit facility will greatly
increase the likelihood of allowing construction to resume
promptly on the 63-story casino resort.  It will restore thousands
of construction jobs, and eventually create more than 8,000
permanent jobs for the Las Vegas economy.

"Prompt adjudication of this motion will assist in the ultimate
disposition of this case by establishing the Revolver Banks'
breach and Plaintiff's right to hundreds of millions of dollars in
additional cash collateral," Fontainebleau Las Vegas lawyers wrote
in their motion.  "Indeed, a favorable resolution of this
litigation is the only means by which to obtain funding to
complete construction of the project."

Fontainebleau Las Vegas alleges that the revolver banks "seized
upon a deliberate misreading of the credit agreement to evade
their obligations."  The lenders claimed that a March 2 notice of
borrowing for $656 million did not comply with the credit
agreement because a term-loan facility had not been fully funded.
But Fontainebleau Las Vegas alleges that the plain terms of the
credit agreement required that the term loan be "fully drawn,"
which the March 2 notice of borrowing accomplished.

"This lawsuit is an important and valuable asset of Fontainebleau
Las Vegas' bankruptcy estate and its resolution is essential to a
resumption of construction and a successful reorganization," said
David Friedman, an attorney for Fontainebleau Las Vegas with the
New York firm of Kasowitz, Benson, Torres & Friedman LLP.

The revolver lenders are led by Bank of America and include: JP
Morgan Chase, Barclays Bank, Deutsche Bank Trust Company Americas,
The Royal Bank of Scotland, Sumitomo Mitsui Banking Corp., Bank of
Scotland, HSH Nordbank and MB Financial Bank.

Fontainebleau Las Vegas is asking the bankruptcy court to set
hearings on the matter at the court's earliest convenience.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas Holdings, 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 Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  In its petition,
Fontainebleau Las Vegas, LLC, disclosed total assets and debts of
more than $1 billion.  Fontainebleau Las Vegas Capital Corp. and
Fontainebleau Las Vegas Holdings, LLC, said their total assets are
less than $50,000 while total debts are more than $1 billion.

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


FREEDOM COMMUNICATIONS: S&P Withdraws 'CCC-' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Irvine,
California-based diversified media company Freedom Communications
Inc. at the company's request.

                           Ratings List

                             Withdrawn

                    Freedom Communications Inc.

                                   To      From
                                   --      ----
     Corporate Credit Rating       NR      CCC-/Negative/--
     Secured                       NR      CC
       Recovery Rating             NR      5

                        NR -- Not rated.


FREESCALE SEMICONDUCTOR: Likely to Pay Interest by December 2011
----------------------------------------------------------------
Freescale Semiconductor Inc. said it may, at its option, elect for
any interest payment period prior to December 15, 2011, to use the
payment-in-kind feature of its outstanding 9 1/8% and 9 7/8%
Senior PIK-Election Notes due 2014 in lieu of making cash interest
payments.

The company has elected to pay PIK Interest for the interest
period ending on December 15, 2009, as a prudent method to enhance
liquidity in light of the current global macroeconomic weakness.

In connection with this election, on June 9, 2009, the company
delivered notice to The Bank of New York Mellon formerly The Bank
of New York, in its capacity as trustee under the Indenture
governing the PIK-Election Notes, that with respect to the
interest that will be due on the Notes on the December 15, 2009
interest payment date, the Company will make the interest payment
by paying in kind at the PIK interest rate of 9 7/8% instead of
paying interest in cash.

                   About Freescale Semiconductor

Freescale Semiconductor -- http://www.freescale.com/-- is a
global leader in the design and manufacture of embedded
semiconductors for the automotive, consumer, industrial,
networking and wireless markets. The privately held company is
based in Austin, Texas, and has design, research and development,
manufacturing or sales operations around the world.

As reported by the Troubled Company Reporter on February 23,
Moody's Investors Service affirmed the corporate family, long-term
debt and speculative grade liquidity ratings of Freescale.
Simultaneously, Moody's downgraded the probability of default
rating to Ca from Caa1.  The rating outlook remains negative.

The downgrade of the PDR to Ca reflects Moody's view that
Freescale's recent debt exchange offer is a distressed exchange.
It also reflects the very high likelihood of the transaction
closing.  While no payment default has occurred and there are no
debt maturities until 2012, in Moody's opinion the successful
closing of the transaction, which is designed to reduce debt and
interest expense, would represent the occurrence of a deemed
default.

The Troubled Company Reporter on April 1, 2009 reported that
Standard & Poor's Ratings Services raised its corporate credit
rating on Austin, Texas-based Freescale Semiconductor Inc. to 'B-'
from 'SD'.  The rating outlook is negative.  At the same time, S&P
raised its senior unsecured and subordinated debt ratings to 'CCC'
from 'D'


GENERAL GROWTH: Names William Ackman as Director
-------------------------------------------------
General Growth Properties Inc appointed William A. Ackman to its
Board of Directors.  Mr. Ackman brings more than 16 years of
investment fund manager and advisor experience to the company.

Mr. Ackman is the founder and managing member of the general
partner of Pershing Square Capital Management, L.P., an investment
advisor founded in 2003.  He is a member of the Board of Dean's
Advisors of Harvard Business School and a Trustee of the Pershing
Square Foundation.  Pershing Square Capital Management and its
affiliates own slightly less than 7.5% of the company's
outstanding common stock.

"Bill brings an important perspective and creative thinking to
our Board at this critical time in the Company's development of a
sustainable long-term capital structure and we look forward to his
future contributions to the Company," said Adam Metz, chief
executive officer of General Growth Properties.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of December 31, 2008.


GENERAL GROWTH: 22 Units Now Face Ch. 11 Case Dismissal Requests
----------------------------------------------------------------
As previously reported by the Troubled Company Reporter, ING
Clarion Capital Loan Services LLC asked Judge Allan Gropper of the
U.S. Bankruptcy Court for the Southern District of New York to
dismiss the Chapter 11 cases of nine of General Growth Properties,
Inc.'s debtor-affiliates:

  (1) Bakersfield Mall LLC
  (2) RASCAP Realty, Ltd.
  (3) Visalia Mall, L.P.
  (4) GGP-Tucson Mall L.L.C.
  (5) Lancaster Trust
  (6) HO Retail Properties II Limited Partnership
  (7) RS Properties Inc.
  (8) Stonestown Shopping Center L.P.
  (9) Fashion Place, LLC

Wells Fargo Bank, N.A., as trustees, also asked the Court to
dismiss the Chapter 11 cases of:

  (1) Faneuil Hall Marketplace LLC
  (2) Saint Louis Galleria L.L.C.

Metropolitan Life Insurance Company has followed suit and is
asking the Court to dismiss each of these Debtors' Chapter 11
cases:

  (1) Providence Place Holdings LLC
  (2) Rouse Providence LLC
  (3) White Marsh Mall LLC
  (4) White Marsh Mall Associates
  (5) White Marsh Mall Phase II Associates
  (6) White Marsh General Partnership
  (7) Howard Hughes Properties, Limited Partnership
  (8) 10000 West Charleston Boulevard LLC
  (9) 9901-9921 Covington Cross, LLC
(10) 1120/1140 Town Center Drive, LLC

FRM Funding Company, Inc., likewise, asks the Court to dismiss the
Chapter 11 case of Debtor Fox River Center, LLC.

Metropolitan Life relates that the Debtors are parties to one or
more of these prepetition loans:

Loan               Debtor              Loan Amount    Maturity
----               ------              -----------    --------
Mezzanine          Providence Place   $104,320,207    03/11/11

Senior Loan        Rouse Providence   $273,000,000    03/11/11

White Marsh Mall   White Marsh        $187,000,000    09/04/11
                    Entities

Hughes-Summerlin   Howard Hughes       $24,000,000    03/01/11
Properties         Properties and
                    10000 West
                    Charleston

On behalf of Metropolitan Life, Bruce R. Zirinsky, Esq., at
Greenberg Traurig LLP, in New York, asserts that the Debtors'
Chapter 11 cases should be dismissed because they were not filed
in good faith.  At the time the Debtors' Chapter 11 cases were
filed, the Debtors were current on all of their obligations and
were not experiencing any immediate or imminent financial
problems, Mr. Zirinsky points out.  Thus, there was no present
need for the Debtors to file for relief under Chapter 11, he
argues.  Moreover, Mr. Zirinsky contends that the Debtors'
Chapter 11 cases should be dismissed because, other than
Metropolitan Life, it is highly unlikely that there are any other
significant creditors.  He asserts that since any plan would have
to pay any creditors in full so as to leave them unimpaired, the
Debtors will not be able to cramdown a plan over Metropolitan
Life's objections.  KBC Bank N.V. joins in Metropolitan Life's
motion to dismiss the White Marsh Debtors' Chapter 11 cases.

FRM Funding is successor-in-interest to U.S. Bank National
Association under a $195,000,000 loan agreement with Fox River on
December 15, 2007.  Based on its unaudited financial statements,
Fox River has $27 million as revenues in 2008 and net operating
income exceeding $20 million.  Moreover, the Loan Agreement will
not mature until December 2012.  FMR Funding alleges that Fox
River's Chapter 11 case should be dismissed because (a) on the
Petition Date, Fox River's corporate resolutions to commence the
Chapter 11 case were ineffective under state law; (b) the relief
Fox River has sought in the Chapter 11 case violates its
organizational documents; and (c) Fox River filed the Chapter 11
case in bad faith.  FRM Funding's counsel, Janet M. Weiss, Esq.,
at Gibson, Dunn & Crutcher LLP, in New York, explains that Fox
River's operating agreement entered among GGP Limited Partnership,
Beth L. Peoples, and Suzanne M. Hay, Fox River's independent
managers, requires that the unanimous prior written consent of all
managers, including the Independent Managers, must be obtained to
file for bankruptcy petition.  However, on the Petition Date, Ms.
Peoples and Ms. Hay did not authorize the commencement of Fox
River's Chapter 11 case, Ms. Weiss tells the Court.  Fox River did
not have authority to file a bankruptcy petition because it failed
to comply with its own governance requirements, Ms. Weiss points
out.  Since the Debtors knowingly filed the Chapter 11 case in
violation of Fox Rivers' organization documents, it was filed in
bad faith, Ms. Weiss argues.

       Petitions Were Filed in Good Faith, Debtors Insist

On behalf of the Debtors, James H. M. Sprayregen, Esq., at
Kirkland & Ellis LLP, in Chicago, Illinois, explains that in
filing for bankruptcy protection and commencing restructuring, the
project subsidiaries or the Project Debtors seek to maximize each
entity's enterprise value for the benefit of all constituent
stakeholders.  Although operationally sound with strong cash
flows, the Project Debtors realized that they had no realistic
prospects of securing financing for hundreds of millions of
dollars of defaulted and maturing loans, given the collapse of the
commercial real estate credit markets, Mr. Sprayregen tells Judge
Gropper.  Thus, after weeks of deliberation, the Project Debtors
made the only reasonable business judgment -- that is to file for
Chapter 11 protection -- to address the credit crisis on a
comprehensive basis rather than waiting to make serial bankruptcy
filings as each loan matured.  These decisions to pursue
reorganization were made only after General Growth Properties,
Inc.'s efforts to refinance billions of dollars of maturing
secured and unsecured debts on its own behalf and on behalf of its
project-level subsidiaries proved unsuccessful, he discloses.
Against this backdrop, the claims of "bad faith" filing are
meritless, Mr. Sprayregen argues.

Mr. Sprayregen, citing In re Cohoes Indus. Terminal, Inc., 931
F.2d 222, 227 (2d Cir. 1991), points out that a bankruptcy
petition should not be dismissed unless "it is clear that on the
filing date there was no reasonable likelihood that the debtor
intended to reorganize and no reasonable probability that it would
eventually emerge from bankruptcy proceedings."  Mr. Sprayregen
notes that the (i) the assets of the Project Debtors are not the
subject of foreclosure actions; (ii) the Debtors have positive
cash flow; and (iii) the Project Debtors are meeting their current
expenses including the payment of taxes.  He emphasizes that the
Project Debtors' bankruptcy was not filed as a tactical step in
connection with litigation as there is no ongoing litigation among
ING Clarion, Wells Fargo and the Project Debtors, but was filed
because of the shutdown of the credit markets and the inability of
the Debtors to refinance their mortgages and other debt.

Mr. Sprayregen explains that a debtor needs only "face a financial
difficulty that, if it did not file at that time, it could
anticipate the need to file in the future."  Given the condition
of the credit markets, the Project Debtors made the decision that
filing for bankruptcy now would maximize stakeholder value for
each Project Debtor because waiting for a series of anticipated
defaults would benefit no one, he stresses.  Further citing In re
Cohoes, 931 F.2d at 228, he points out that, as a matter of law, a
debtor need not be in extremis in order to file a bankruptcy
petition.

Thus, the Debtors ask the Court to deny the Motions to Dismiss
filed by ING Clarion and Wells Fargo.  The Debtors have not yet
responded to the motions filed by Metropolitan Life and FRM
Funding.

                 Committee Supports Debtors

The Official Committee of Unsecured Creditors argues that
regardless of whether the Project Debtors were capable of making
the interest payments due on their loans at the time of filing,
the Project Debtors were still faced with (i) a substantial
likelihood that they would be unable to satisfy the more than
$2 billion of principal payments soon to be due, and (ii) the
insolvency of their Debtor-Parents whom they relied upon to run
the daily and long-term operations of their businesses.  As the
businesses are completely integrated and inseparable, ensuring the
continued viability of the Project Debtors requires the
protections of Chapter 11, the Committee notes.  The Committee
thus proposes that the Court consider the Project Debtors' Chapter
11 filings in light of the circumstances of the Debtors.
Accordingly, the Committee asks the Court to deny ING Clarion's
and Wells Fargo's Motions to Dismiss.

Judge Gropper has adjourned to June 17, 2009, the hearing on ING
Clarion's request.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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


GENERAL GROWTH: Goldman Sachs & Brookfield Want $5.7MM Award
------------------------------------------------------------
Pursuant to Sections 503(b)(3)(d) of and 503(b)(4) of the
Bankruptcy Code, Goldman Sachs Mortgage Company and Brookfield
Financial, LLC, as proposed lenders and co-arrangers of the
debtor-in-possession financing to General Growth Properties Inc.
and its debtor affiliates, jointly ask the U.S. Bankruptcy Court
for the Southern District of New York to allow their $5,779,030
administrative expense claims against the Debtors.

The administrative expense claims are divided into:

  -- $2,894,162 payable to Goldman Sachs and $1,184,868 to
     Brookfield Financial immediately after entry of an order
     approving their request; and

  -- $1,275,000 payable to Goldman Sachs and $425,000 to
     Brookfield Financial immediately after consummation of a
     plan of reorganization for the Debtors.

Deborah M. Buell, Esq., at Wilkie Farr and Gallagher LLP, in New
York, relates that the Joint Bidders made a substantial
contribution to the competitive bidding of the Debtors' DIP
financing by offering these terms, including:

  -- no grant of warrants to the DIP lenders, saving the Debtors
     hundreds of million dollars;

  -- provision of a lower interest rate; a $100 million delayed
     draw feature that gave the Debtors flexibility on the
     timing and cost of their draws on the facility for up to
     nine months, saving the Debtors $10 million; and a lower
     commitment fee than that paid to group led by Pershing
     Square Capital Management, LP; and

  -- extension of the term of the financing by six months, to a
     total of 24 months, rather than the Pershing Group's 18
     months, thereby providing greater flexibility.

Ms. Buell argues that by offering cost-reducing terms and
structural enhancements, the Joint Bidders enabled the Debtors to
demand and secure financing from the group led by Farallon Capital
Management, LLC, on far more favorable terms than under the
original package.  She points out the Joint Bidders' proposal also
offered the prepetition secured creditors a pari passu first lien
on the main cash operating account, rather than the lien the
Farallon Group proposed that was subject to prior repayment of the
DIP Financing.  Those structural provisions were highly valuable
to the Debtors' estates and the creditors as they potentially
saved the Debtors' estates millions in legal fees and costs by
mooting multiple creditor objections that would have required
extensive litigation, she asserts.

Ms. Buell stresses that whether measured qualitatively or
quantitatively, the value the Joint Bidders contributed to the
bidding for the DIP Financing and the benefits they provided to
the Debtors, the creditors, and their estates, are the very
essence of a "substantial contribution" under Section 503(b)(3)(D)
of the Bankruptcy Code.  Indeed, the Committee, which encouraged
the Joint Bidders to bid and acknowledged the substantial
contribution they made in the Debtors' Chapter 11 cases, will file
a statement in support of the award the Joint Bidders ask in their
Motion to Allow, she adds.

Moreover, Ms. Buell discloses that the fees and expenses sought to
be approved are rendered by Cleary Gottlieb Steen & Hamilton LLP,
as counsel to Goldman Sachs and Willkie Farr & Gallagher LLP as
counsel to Brookfield Financial.  She assures the Court that the
Counsel's fees and expenses are reasonable in light of the
substantial contribution they made in the Debtors' Chapter 11
cases in connection with the Debtors' successful procurement of
postpetition financing on favorable terms.  Accordingly, the Joint
Bidders are entitled to allowance and payment of an administrative
claim in the aggregate amount of the fees and expenses, she
maintains.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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


GENERAL GROWTH: Wants Schedules Filing Deadline Moved to July 31
----------------------------------------------------------------
General Growth Properties Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
further extend the time in which they must file their schedules of
assets and liabilities and statements of financial affairs through
and including July 31, 2009.

The Debtors, according to their counsel, Gary T. Holtzer, Esq., at
Weil, Gotshal & Manges LLP, in New York, have been diligently
working to complete their Schedules and have made significant
progress.  The Debtors, however, were not able to complete their
Schedules by the deadline on June 1, 2009.

For one, Mr. Holtzer explains the Debtors' completion of the
Schedules has been impacted by the volume of information that the
Debtors are required to disclose.  He adds that to prepare their
Schedules, the Debtors must compile information from books,
records, and documents relating to myriad claims, assets, and
contracts for 388 Debtors.  The Debtors must also locate and
confirm information and documents located across the Debtors'
portfolio of properties throughout the United States.  He stresses
that despite their best efforts, marshalling the information
needed to complete the Schedules has placed heavy demands on the
Debtors' personnel, professionals, and resources.  Moreover, the
Debtors' ordinary course accounting procedures require at least
30-45 days after each month to reconcile and close their books
with respect to that month.  As a result, the Debtors will not
have reconciled their books and records for April 2009, the month
the Debtors commenced their Chapter 11 cases, until the middle of
June 2009.

Against this backdrop, the Debtors require a 60-day extension of
through and including July 31 to finalize their Schedules, Mr.
Holtzer asserts.  He stresses that the proposed extension is
warranted and does not prejudice any party-in-interest.  He adds
that the Debtors have consulted with the U.S. Trustee for Region
2, who has consented to the proposed extension.

The Court will hear the Debtors' request on June 24, 2009.
Objections are due June 19.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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


GENERAL GROWTH: A&K Endowment Appeals Final DIP Financing Order
---------------------------------------------------------------
A&K Endowment, Inc., took an appeal to the U.S. District Court for
the Southern District of New York from Judge Allan Gropper's order
authorizing General Growth Properties Inc. and its debtor-
affiliates to access the $400,000,000 debtor-in-possession loans
from a group of the Debtors' bondholders led by Open Air
Investors, L.L.C., which is backed by Farallon Capital Management,
L.L.C.  The order was entered on a final basis on May 14, 2009.

Through the appeal, A&K Endowment wants the District Court to
review whether the Bankruptcy Court erred in:

(1) allowing the Debtors to encumber the previously unencumbered
     real property located in Nevada, commonly known as
     Summerlin Property, to provide financing to certain other
     Debtors, some of which may be insolvent and whose cases have
     not been substantively consolidated with that of Howard
     Hughes Properties, Inc. and The Howard Hughes Corporation,
     the solvent Debtors that own the Summerlin Property;

(2) allowing the Debtors to encumber the Summerlin Property
     to obtain DIP Financing for the Other Debtors for not
     more than $400 million, where the financing was used, in
     part, to satisfy the Prepetition Goldman Facility for $225
     million, and no direct benefit was received from either the
     Summerlin Debtors or the Summerlin Property;

(3) authorizing a lien against the Summerlin Property without
     any evidence that the financing approved, and to be
     approved, pursuant to the Final DIP Order will provide a
     benefit to the (i) Summerlin Debtors and (ii) Summerlin
     Property;

(4) authorizing a lien against the Summerlin Property in breach
     of the contractual obligations of The Rouse Company L.P. and
     General Growth Properties, Inc. to A&K and the other holders
     under a Contingent Stock Agreement; and

(5) authorizing a lien against the Summerlin Property in breach
     of the fiduciary obligations of The Rouse Company L.P. and
     General Growth to A&K and the other holders of the CSA.

Under the DIP Financing, UBS Securities LLC serves as the lead
arranger and UBS AG serves as the administrative agent for the DIP
Lenders.  These bondholders commit to extend these amounts to the
Debtors:

Open Air Investors, L.L.C.                  $210,000,000
Luxor Capital LLC                           $110,000,000
Canpartners Investments IV, LLC              $25,000,000
Perry Principals Investments LLC             $25,000,000
Whitebox Combined Partners LP                $11,000,000
Whitebox Hedged High Yield Partners LP        $6,000,000
Whitebox Convertible Arbitrage Partners LP    $5,000,000
Pandora Select Partners LP                    $2,000,000
Whitebox Special Opportunities Fund
  Series B Partners LP                         $1,000,000
Delaware Street Capital Master Fund, L.P.     $5,000,000

The DIP Loan will mature on the earliest of two years after the
DIP Agreement is signed by all Lenders, the effective date of any
plan of reorganization filed by the Debtors, or (c) the date the
Term Loan is accelerated pursuant to the terms of the DIP Loan,
whether at stated maturity, upon an Event of Default or otherwise.
A full-text copy of the Final DIP Order is available for free at:
http://bankrupt.com/misc/GenGrowth_FinalDIPOrder.pdf

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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


GENERAL MOTORS: Bondholders to Challenge Sale to New GM
-------------------------------------------------------
Bankruptcy Law360 reports that Michael Richman at Patton Boggs
LLP, who represents an unofficial three-person committee of
General Motors Corp. bondholders, said that his clients will
challenge the Company's sale to spinoff company New GM.

Bankruptcy Law360 relates that the creditors -- Harold A. John,
Mark Modica, and Wade McGee -- hold $2.3 million in GM bonds and
are also seeking the appointment of an official committee of non-
institutional bondholders.

Mr. Richman said that the creditors will block the sale if they
are recognized as an official bankruptcy committee, Linda Sandler,
Christopher Scinta, and Tiffany Kary at Bloomberg News state.
Citing Mr. Richman, Bloomberg says that the bondholders want to
represent about 1,500 investors holding an estimated $400 million
in bonds as an official committee.  According to Bloomberg, GM
creditors have until June 19 to oppose a plan to create a
streamlined company with trimmed debt and wage costs.

Bloomberg quoted Mr. Richman as saying that GM's spinoff proposal
"appears to us to be designed as a sale in order to evade the plan
confirmation requirements of the bankruptcy code."

Bloomberg relates that the GM challenger group, which excludes
institutional bondholders, would get funding from the Company's
bankrupt estate if the court recognizes them as an official
committee.

             Bondholders Want Thomas Lauria as Counsel

Jeffrey McCracken and Neil King Jr. at The Wall Street Journal
report that some GM bondholders have asked Thomas Lauria at White
& Case, who won a stay from Supreme Court Justice Ruth Bader
Ginsburg on Monday that temporarily threw Chrysler LLC's proposed
alliance with Fiat SpA into limbo, to represent them in GM's
bankruptcy case.  WSJ relates that Mr. Lauria hasn't decided on
the matter.

                       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: NYSE Files Notice of Removal With SEC
-----------------------------------------------------
New York Stock Exchange Inc. filed a Form 25 notifying the U.S.
Securities and Exchange Commission of the removal from listing or
registration under Section 12(b) of the Securities and Exchange
Act of 1934 of General Motors Corp.'s 1.50% Series D Convertible
Senior Debentures due June 1, 2009.  NYSE filed the Notice of
Removal on June 9, 2009.

Paras Madho, director of the NYSE, discloses that NYSE has
complied with its rule to strike GM's 1.50% Senior Debentures from
listing or registration on the NYSE.  NYSE informed GM on June 3,
2009 that it is no longer suitable for listing on the NYSE and
that all securities of GM, including its common stock will be
delisted.

           Two GM Officers Disclose Disposal of Shares

Borst Walter Gerhardt, treasurer of General Motors Corp. disclosed
with the SEC on June 5, 2009, that he disposed of 8,692 shares of
the company's $1-2/3 Par Value Common Stock at $0.83 per share.
In the same filing, Mr. Gerhardt also reported that he accrued 35
shares of GM Stock $1-2/3 Par Value Deferred Stock Units under the
qualified General Motors Deferred Compensation Plan.  Each
Deferred Stock Unit is the economic equivalent of one share of
General Motors common stock.  If General Motors pays a dividend,
dividend equivalents are earned on each Deferred Stock Unit.  The
Deferred Stock Unit convert on a "1 for 1" basis.  Mr. Gerhardt
also disclosed that he exercised his employee stock options or the
right to buy shares of General Motors Corp. Common Stock pursuant
to Rule 16b-3 qualified Long-Term Incentive Plan.  These stock
options vest and become exercisable in three equal annual
installments, commencing one to three years from the date of
initial grant. The first installment became exercisable on
January 10, 2001:

                                                 Securities
                                                 Beneficially
Exercise      No. of               Expiration   Owned After
   Date        Shares     Price        Date      Transaction
--------      -----      -----     ----------   -----------
01/10/2001    6,500     $75.50     01/11/2010         6,500
01/08/2002    8,200      52.35     01/09/2011         8,200
01/07/2003    9,000      50.46     01/08/2012         9,000
02/04/2003    4,500      50.82     02/05/2012         4,500
01/21/2004    9,000      40.05     01/22/2013         9,000
04/07/2004    5,000      35.76     04/08/2013         5,000
01/23/2005   12,800      53.92     01/24/2014        12,800
01/24/2006   12,800      36.37     01/25/2015        12,800
02/23/2007   10,000      20.90     02/24/2016        12,800
03/20/2008   12,000      29.11     03/21/2017        12,000
03/05/2009   19,500      23.13     03/06/2018        19,500

Mr. Gerhardt further disclosed that (iii) he exercised Restricted
Stock Units granted pursuant to Rule 16b-3 qualified General
Motors Cash Based Restricted Stock Unit Plan.  Each Restricted
Stock Unit is the economic equivalent of one share of GM Common
Stock.  If GM pays a dividend, dividend equivalents are earned on
each undelivered Restricted Stock Unit.  The RSUs are denominated
in stock units but are paid in cash in three annual installments
commencing one, two and three years from the date of the initial
grant.  The first installment is due on March 20, 2008:

                                         No. of Shares
Exercise Date        No. of Shares    After Transaction
-------------        -------------    -----------------
03/20/2008                2,809             2,809
03/05/2009                7,972             7,972

Ray G. Young, executive vice president and chief financial officer
of General Motors Corp., disclosed with the SEC on June 3, 2009,
that he disposed of 11,579 shares of the company's $1-2/3 Par
Value Common Stock at $0.55 per share.  Mr. Young also reported
that he derived stock options or the right to buy shares of
General Motors Corp. Common Stock pursuant to Rule 16b-3 qualified
Long-Term Incentive Plan.  This stock option vest and become
exercisable in three equal installments, commencing from one to
three years from the date of initial grant.  The first installment
became exercisable on January 10, 2001:

                                                     Securities
                                                   Beneficially
Exercise      No. of               Expiration      Owned After
    Date       Shares     Price        Date         Transaction
--------      -----      -----     -----------     -----------
01/10/2001    6,000     $75.50     01/22/2010            6,000
01/08/2002    7,500      52.35     01/09/2011            7,500
01/07/2003   14,000      50.46     01/08/2012           14,000
02/04/2003    7,000      50.82     02/05/2012            7,000
01/21/2004   16,000      40.05     01/22/2013           16,000
01/23/2005   12,800      53.92     01/24/2014           12,800
01/24/2006   12,800      36.37     01/25/2015           12,800
02/23/2007   10,000      20.90     02/24/2016           10,000
03/20/2008   15,000      29.11     03/21/2017           15,000
03/05/2009   87,500      23.13     03/06/2018           87,500

Mr. Young also reported that he exercised Restricted Stock Units
granted pursuant to Rule 16b-3 qualified General Motors Cash Based
Restricted Stock Unit Plan.  Each Restricted Stock Unit is the
economic equivalent of one share of General Motors Common Stock.
If GM pays a dividend, dividend equivalents are earned on each
undelivered Restricted Stock Unit.  The RSUs are denominated in
stock units but are paid in cash in three annual installments
commencing one, two and three years from the date of the initial
grant.  The first installment was payable on March 20, 2008.

                                                 No. of shares
Exercise Date              No. of shares    after transaction
-------------              -------------    -----------------
03/20/2008                         3,651                3,651
03/05/2009                        20,236               20,236

                       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 ACCEPTANCE: Moody's Raises Sr. Unsec. Rating to Ca
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured rating of
GMAC LLC to Ca from C.  In addition, Moody's placed GMAC's senior
unsecured and preferred stock ratings (currently C) on review for
further possible upgrade.  The ratings of Residential Capital LLC
(senior at C), GMAC's residential mortgage finance subsidiary,
were not affected by this action.

Moody's said the upgrade of GMAC's rating reflects the firm's
lower bankruptcy risk resulting from the U.S. government's support
of the firm, including significant capital injections that have
improved its liquidity and capital positions, partial U.S.
government ownership, and GMAC's role in the U.S. government's
efforts to reinvigorate the U.S. domestic auto industry.  Of
continuing concern, GMAC must yet raise substantial additional
equity to comply with the requirements of the recently concluded
stress tests under the U.S. government's Supervisory Capital
Assessment Program.  Though it is possible that GMAC could seek to
fill a portion of the additional capital need through a distressed
debt exchange, Moody's believes the motivation of bondholders to
accept the terms of a distressed exchange are uncertain, given
GMAC's lower risk of bankruptcy.  Were such an exchange commenced,
Moody's also believes that the result for bondholders would be
consistent with the newly assigned Ca rating.

"Capital inflows, partial government ownership, and GMAC's
importance to reviving GM and Chrysler point to a lower
probability of near-term default," said Moody's senior analyst
Mark Wasden.  "However, the challenges GMAC faces in executing its
business strategy and the resultant uncertainties for bondholders
remain a constraint on GMAC's credit."

Government support of GMAC has been multifaceted.  In May, GMAC
issued $7.5 billion of mandatorily convertible preferred
membership interests to the U.S. Treasury, $4 billion of which
supports GMAC's agreement with Chrysler LLC to provide financing
to Chrysler dealers and customers.  GMAC was also approved to
participate in the FDIC's Temporary Liquidity Guarantee Program,
under which it can issue up to $7.4 billion in FDIC guaranteed
debt by October 2009.  GMAC issued $4.5 billion of TLGP debt on
June 3, which Moody's rated Aaa.  The U.S. government's ownership
of GMAC is about 35%, which would increase upon conversion of the
U.S. Treasury's MCP's.

GMAC was also granted additional flexibility to issue GM-related
auto finance receivables in GMAC Bank (a/k/a Ally Bank) under an
expanded 23A exemption to the Federal Reserve Act.  Assets
originated in the bank are funded by deposits, which are a lower
cost source of funding that GMAC has continued to access
throughout the current cycle.

Notwithstanding these positive developments, Moody's remains
cautious regarding the operating and financial challenges GMAC
faces.  In particular, it is uncertain how GMAC will raise by
November 2009 the $5.6 billion of "new" and $2.4 billion of
"other" capital qualifying as Tier 1 common equity that is
required by regulators.  Moody's believes GMAC's access to private
sources of capital to meet these requirements is limited and that
the firm will most likely request an additional investment from
the U.S. Treasury.

GMAC is also contending with asset quality deterioration in its
auto finance and residential mortgage operations that could lead
to further operating losses during the current downcycle.  Moody's
rating anticipates that ResCap will continue to require capital
support from GMAC as it services a large portfolio of troubled
mortgages to liquidation.

Additional long-term uncertainties relate to GMAC's eventual
ownership structure and liquidity profile, as well as GMAC's
relationships with "new" GM and Chrysler and the strength of their
future operating prospects.  Moody's believes that GMAC must
eventually demonstrate capital and funding strategies that don't
rely upon continued U.S. government involvement in the firm.

During its review of GMAC's ratings, Moody's will seek clarity
regarding GMAC's capital raising plans.  Should the firm
successfully fill the capital requirement while preserving the
status and protections of senior creditors, its long-term ratings
could be upgraded to the Caa category.

GMAC LLC:

  -- Senior Unsecured: to Ca from C

GMAC Australia LLC:

  -- Backed Senior Unsecured: to Ca from C

GMAC Bank GMBH:

  -- Backed Senior Unsecured: to Ca from C

GMAC International Finance B.V.:

  -- Backed Senior Unsecured: to Ca from C

GMAC, Australia (Finance) Limited:

  -- Backed Senior Unsecured: to Ca from C

GMAC (NZ) Limited:

  -- Backed Senior Unsecured: to Ca from C

General Motors Acceptance Corp. of Canada Ltd.:

  -- Backed Senior Unsecured: to Ca from C

Moody's has also assigned a rating of Ca to senior unsecured debt
issued to holders that tendered old bonds as a part of GMAC's
December 2008 bond exchange.  The exchange bonds are guaranteed by
certain GMAC subsidiaries.  In Moody's view, the additional
creditor protections associated with the guarantees is
insufficient at this time to warrant a notching differential from
GMAC's senior unsecured debt that does not benefit from these
guarantees.

In its last rating action on November 20, 2008, Moody's downgraded
GMAC's rating to C from Caa1, following GMAC's launch of a debt
exchange offering that Moody's viewed as a distressed exchange.

GMAC LLC is a global financial services company operating in the
automotive finance, dealer and personal line insurance, and
residential real estate finance sectors.


GMAC BANK: Moody's Raises Backed Sr. Unsecured Rating to Ca
-----------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured rating of
GMAC LLC to Ca from C.  In addition, Moody's placed GMAC's senior
unsecured and preferred stock ratings (currently C) on review for
further possible upgrade.  The ratings of Residential Capital LLC
(senior at C), GMAC's residential mortgage finance subsidiary,
were not affected by this action.

Moody's said the upgrade of GMAC's rating reflects the firm's
lower bankruptcy risk resulting from the U.S. government's support
of the firm, including significant capital injections that have
improved its liquidity and capital positions, partial U.S.
government ownership, and GMAC's role in the U.S. government's
efforts to reinvigorate the U.S. domestic auto industry.  Of
continuing concern, GMAC must yet raise substantial additional
equity to comply with the requirements of the recently concluded
stress tests under the U.S. government's Supervisory Capital
Assessment Program.  Though it is possible that GMAC could seek to
fill a portion of the additional capital need through a distressed
debt exchange, Moody's believes the motivation of bondholders to
accept the terms of a distressed exchange are uncertain, given
GMAC's lower risk of bankruptcy.  Were such an exchange commenced,
Moody's also believes that the result for bondholders would be
consistent with the newly assigned Ca rating.

"Capital inflows, partial government ownership, and GMAC's
importance to reviving GM and Chrysler point to a lower
probability of near-term default," said Moody's senior analyst
Mark Wasden.  "However, the challenges GMAC faces in executing its
business strategy and the resultant uncertainties for bondholders
remain a constraint on GMAC's credit."

Government support of GMAC has been multifaceted.  In May, GMAC
issued $7.5 billion of mandatorily convertible preferred
membership interests to the U.S. Treasury, $4 billion of which
supports GMAC's agreement with Chrysler LLC to provide financing
to Chrysler dealers and customers.  GMAC was also approved to
participate in the FDIC's Temporary Liquidity Guarantee Program,
under which it can issue up to $7.4 billion in FDIC guaranteed
debt by October 2009.  GMAC issued $4.5 billion of TLGP debt on
June 3, which Moody's rated Aaa.  The U.S. government's ownership
of GMAC is about 35%, which would increase upon conversion of the
U.S. Treasury's MCP's.

GMAC was also granted additional flexibility to issue GM-related
auto finance receivables in GMAC Bank (a/k/a Ally Bank) under an
expanded 23A exemption to the Federal Reserve Act.  Assets
originated in the bank are funded by deposits, which are a lower
cost source of funding that GMAC has continued to access
throughout the current cycle.

Notwithstanding these positive developments, Moody's remains
cautious regarding the operating and financial challenges GMAC
faces.  In particular, it is uncertain how GMAC will raise by
November 2009 the $5.6 billion of "new" and $2.4 billion of
"other" capital qualifying as Tier 1 common equity that is
required by regulators.  Moody's believes GMAC's access to private
sources of capital to meet these requirements is limited and that
the firm will most likely request an additional investment from
the U.S. Treasury.

GMAC is also contending with asset quality deterioration in its
auto finance and residential mortgage operations that could lead
to further operating losses during the current downcycle.  Moody's
rating anticipates that ResCap will continue to require capital
support from GMAC as it services a large portfolio of troubled
mortgages to liquidation.

Additional long-term uncertainties relate to GMAC's eventual
ownership structure and liquidity profile, as well as GMAC's
relationships with "new" GM and Chrysler and the strength of their
future operating prospects.  Moody's believes that GMAC must
eventually demonstrate capital and funding strategies that don't
rely upon continued U.S. government involvement in the firm.

During its review of GMAC's ratings, Moody's will seek clarity
regarding GMAC's capital raising plans.  Should the firm
successfully fill the capital requirement while preserving the
status and protections of senior creditors, its long-term ratings
could be upgraded to the Caa category.

GMAC LLC:

  -- Senior Unsecured: to Ca from C

GMAC Australia LLC:

  -- Backed Senior Unsecured: to Ca from C

GMAC Bank GMBH:

  -- Backed Senior Unsecured: to Ca from C

GMAC International Finance B.V.:

  -- Backed Senior Unsecured: to Ca from C

GMAC, Australia (Finance) Limited:

  -- Backed Senior Unsecured: to Ca from C

GMAC (NZ) Limited:

  -- Backed Senior Unsecured: to Ca from C

General Motors Acceptance Corp. of Canada Ltd.:

  -- Backed Senior Unsecured: to Ca from C

Moody's has also assigned a rating of Ca to senior unsecured debt
issued to holders that tendered old bonds as a part of GMAC's
December 2008 bond exchange.  The exchange bonds are guaranteed by
certain GMAC subsidiaries.  In Moody's view, the additional
creditor protections associated with the guarantees is
insufficient at this time to warrant a notching differential from
GMAC's senior unsecured debt that does not benefit from these
guarantees.

In its last rating action on November 20, 2008, Moody's downgraded
GMAC's rating to C from Caa1, following GMAC's launch of a debt
exchange offering that Moody's viewed as a distressed exchange.

GMAC LLC is a global financial services company operating in the
automotive finance, dealer and personal line insurance, and
residential real estate finance sectors.


GMAC INTERNATIONAL: Moody's Raises Backed Sr. Unsec. Rating to Ca
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured rating of
GMAC LLC to Ca from C.  In addition, Moody's placed GMAC's senior
unsecured and preferred stock ratings (currently C) on review for
further possible upgrade.  The ratings of Residential Capital LLC
(senior at C), GMAC's residential mortgage finance subsidiary,
were not affected by this action.

Moody's said the upgrade of GMAC's rating reflects the firm's
lower bankruptcy risk resulting from the U.S. government's support
of the firm, including significant capital injections that have
improved its liquidity and capital positions, partial U.S.
government ownership, and GMAC's role in the U.S. government's
efforts to reinvigorate the U.S. domestic auto industry.  Of
continuing concern, GMAC must yet raise substantial additional
equity to comply with the requirements of the recently concluded
stress tests under the U.S. government's Supervisory Capital
Assessment Program.  Though it is possible that GMAC could seek to
fill a portion of the additional capital need through a distressed
debt exchange, Moody's believes the motivation of bondholders to
accept the terms of a distressed exchange are uncertain, given
GMAC's lower risk of bankruptcy.  Were such an exchange commenced,
Moody's also believes that the result for bondholders would be
consistent with the newly assigned Ca rating.

"Capital inflows, partial government ownership, and GMAC's
importance to reviving GM and Chrysler point to a lower
probability of near-term default," said Moody's senior analyst
Mark Wasden.  "However, the challenges GMAC faces in executing its
business strategy and the resultant uncertainties for bondholders
remain a constraint on GMAC's credit."

Government support of GMAC has been multifaceted.  In May, GMAC
issued $7.5 billion of mandatorily convertible preferred
membership interests to the U.S. Treasury, $4 billion of which
supports GMAC's agreement with Chrysler LLC to provide financing
to Chrysler dealers and customers.  GMAC was also approved to
participate in the FDIC's Temporary Liquidity Guarantee Program,
under which it can issue up to $7.4 billion in FDIC guaranteed
debt by October 2009.  GMAC issued $4.5 billion of TLGP debt on
June 3, which Moody's rated Aaa.  The U.S. government's ownership
of GMAC is about 35%, which would increase upon conversion of the
U.S. Treasury's MCP's.

GMAC was also granted additional flexibility to issue GM-related
auto finance receivables in GMAC Bank (a/k/a Ally Bank) under an
expanded 23A exemption to the Federal Reserve Act.  Assets
originated in the bank are funded by deposits, which are a lower
cost source of funding that GMAC has continued to access
throughout the current cycle.

Notwithstanding these positive developments, Moody's remains
cautious regarding the operating and financial challenges GMAC
faces.  In particular, it is uncertain how GMAC will raise by
November 2009 the $5.6 billion of "new" and $2.4 billion of
"other" capital qualifying as Tier 1 common equity that is
required by regulators.  Moody's believes GMAC's access to private
sources of capital to meet these requirements is limited and that
the firm will most likely request an additional investment from
the U.S. Treasury.

GMAC is also contending with asset quality deterioration in its
auto finance and residential mortgage operations that could lead
to further operating losses during the current downcycle.  Moody's
rating anticipates that ResCap will continue to require capital
support from GMAC as it services a large portfolio of troubled
mortgages to liquidation.

Additional long-term uncertainties relate to GMAC's eventual
ownership structure and liquidity profile, as well as GMAC's
relationships with "new" GM and Chrysler and the strength of their
future operating prospects.  Moody's believes that GMAC must
eventually demonstrate capital and funding strategies that don't
rely upon continued U.S. government involvement in the firm.

During its review of GMAC's ratings, Moody's will seek clarity
regarding GMAC's capital raising plans.  Should the firm
successfully fill the capital requirement while preserving the
status and protections of senior creditors, its long-term ratings
could be upgraded to the Caa category.

GMAC LLC:

  -- Senior Unsecured: to Ca from C

GMAC Australia LLC:

  -- Backed Senior Unsecured: to Ca from C

GMAC Bank GMBH:

  -- Backed Senior Unsecured: to Ca from C

GMAC International Finance B.V.:

  -- Backed Senior Unsecured: to Ca from C

GMAC, Australia (Finance) Limited:

  -- Backed Senior Unsecured: to Ca from C

GMAC (NZ) Limited:

  -- Backed Senior Unsecured: to Ca from C

General Motors Acceptance Corp. of Canada Ltd.:

  -- Backed Senior Unsecured: to Ca from C

Moody's has also assigned a rating of Ca to senior unsecured debt
issued to holders that tendered old bonds as a part of GMAC's
December 2008 bond exchange.  The exchange bonds are guaranteed by
certain GMAC subsidiaries.  In Moody's view, the additional
creditor protections associated with the guarantees is
insufficient at this time to warrant a notching differential from
GMAC's senior unsecured debt that does not benefit from these
guarantees.

In its last rating action on November 20, 2008, Moody's downgraded
GMAC's rating to C from Caa1, following GMAC's launch of a debt
exchange offering that Moody's viewed as a distressed exchange.

GMAC LLC is a global financial services company operating in the
automotive finance, dealer and personal line insurance, and
residential real estate finance sectors.


GMAC LLC: Moody's Upgrades Senior Unsecured Rating to 'Ca'
----------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured rating of
GMAC LLC to Ca from C.  In addition, Moody's placed GMAC's senior
unsecured and preferred stock ratings (currently C) on review for
further possible upgrade.  The ratings of Residential Capital LLC
(senior at C), GMAC's residential mortgage finance subsidiary,
were not affected by this action.

Moody's said the upgrade of GMAC's rating reflects the firm's
lower bankruptcy risk resulting from the U.S. government's support
of the firm, including significant capital injections that have
improved its liquidity and capital positions, partial U.S.
government ownership, and GMAC's role in the U.S. government's
efforts to reinvigorate the U.S. domestic auto industry.  Of
continuing concern, GMAC must yet raise substantial additional
equity to comply with the requirements of the recently concluded
stress tests under the U.S. government's Supervisory Capital
Assessment Program.  Though it is possible that GMAC could seek to
fill a portion of the additional capital need through a distressed
debt exchange, Moody's believes the motivation of bondholders to
accept the terms of a distressed exchange are uncertain, given
GMAC's lower risk of bankruptcy.  Were such an exchange commenced,
Moody's also believes that the result for bondholders would be
consistent with the newly assigned Ca rating.

"Capital inflows, partial government ownership, and GMAC's
importance to reviving GM and Chrysler point to a lower
probability of near-term default," said Moody's senior analyst
Mark Wasden.  "However, the challenges GMAC faces in executing its
business strategy and the resultant uncertainties for bondholders
remain a constraint on GMAC's credit."

Government support of GMAC has been multifaceted.  In May, GMAC
issued $7.5 billion of mandatorily convertible preferred
membership interests to the U.S. Treasury, $4 billion of which
supports GMAC's agreement with Chrysler LLC to provide financing
to Chrysler dealers and customers.  GMAC was also approved to
participate in the FDIC's Temporary Liquidity Guarantee Program,
under which it can issue up to $7.4 billion in FDIC guaranteed
debt by October 2009.  GMAC issued $4.5 billion of TLGP debt on
June 3, which Moody's rated Aaa.  The U.S. government's ownership
of GMAC is about 35%, which would increase upon conversion of the
U.S. Treasury's MCP's.

GMAC was also granted additional flexibility to issue GM-related
auto finance receivables in GMAC Bank (a/k/a Ally Bank) under an
expanded 23A exemption to the Federal Reserve Act.  Assets
originated in the bank are funded by deposits, which are a lower
cost source of funding that GMAC has continued to access
throughout the current cycle.

Notwithstanding these positive developments, Moody's remains
cautious regarding the operating and financial challenges GMAC
faces.  In particular, it is uncertain how GMAC will raise by
November 2009 the $5.6 billion of "new" and $2.4 billion of
"other" capital qualifying as Tier 1 common equity that is
required by regulators.  Moody's believes GMAC's access to private
sources of capital to meet these requirements is limited and that
the firm will most likely request an additional investment from
the U.S. Treasury.

GMAC is also contending with asset quality deterioration in its
auto finance and residential mortgage operations that could lead
to further operating losses during the current downcycle.  Moody's
rating anticipates that ResCap will continue to require capital
support from GMAC as it services a large portfolio of troubled
mortgages to liquidation.

Additional long-term uncertainties relate to GMAC's eventual
ownership structure and liquidity profile, as well as GMAC's
relationships with "new" GM and Chrysler and the strength of their
future operating prospects.  Moody's believes that GMAC must
eventually demonstrate capital and funding strategies that don't
rely upon continued U.S. government involvement in the firm.

During its review of GMAC's ratings, Moody's will seek clarity
regarding GMAC's capital raising plans.  Should the firm
successfully fill the capital requirement while preserving the
status and protections of senior creditors, its long-term ratings
could be upgraded to the Caa category.

GMAC LLC:

  -- Senior Unsecured: to Ca from C

GMAC Australia LLC:

  -- Backed Senior Unsecured: to Ca from C

GMAC Bank GMBH:

  -- Backed Senior Unsecured: to Ca from C

GMAC International Finance B.V.:

  -- Backed Senior Unsecured: to Ca from C

GMAC, Australia (Finance) Limited:

  -- Backed Senior Unsecured: to Ca from C

GMAC (NZ) Limited:

  -- Backed Senior Unsecured: to Ca from C

General Motors Acceptance Corp. of Canada Ltd.:

  -- Backed Senior Unsecured: to Ca from C

Moody's has also assigned a rating of Ca to senior unsecured debt
issued to holders that tendered old bonds as a part of GMAC's
December 2008 bond exchange.  The exchange bonds are guaranteed by
certain GMAC subsidiaries.  In Moody's view, the additional
creditor protections associated with the guarantees is
insufficient at this time to warrant a notching differential from
GMAC's senior unsecured debt that does not benefit from these
guarantees.

In its last rating action on November 20, 2008, Moody's downgraded
GMAC's rating to C from Caa1, following GMAC's launch of a debt
exchange offering that Moody's viewed as a distressed exchange.

GMAC LLC is a global financial services company operating in the
automotive finance, dealer and personal line insurance, and
residential real estate finance sectors.


GOVERNMENT TELECOM.: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Government Telecommunications, Inc.
           aka GTI
        4500 Southgate Pl., Suite 300
        Chantilly, VA 20151

Bankruptcy Case No.: 09-14595

Chapter 11 Petition Date: June 9, 2009

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

Debtor's Counsel: Steven B. Ramsdell, Esq.
                  Tyler, Bartl, Ramsdell & Counts, P.L.C.
                  700 S. Washington St., Suite 216
                  Alexandria, VA 22314
                  Tel: (703) 549-5000
                  Fax: (703) 549-5011
                  Email: sramsdell@tbrclaw.com

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

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

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

          http://bankrupt.com/misc/vaeb09-14595.pdf

The petition was signed by C. Andrew Wilson, controller of the
Company.


HAIGHTS CROSS: S&P Downgrades Corporate Credit Rating to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on White Plains, New York-based supplemental education
publisher Haights Cross Communications Inc. to 'CC' from 'CCC-'.
At the same time, S&P placed the corporate credit rating, as well
as all issue-level ratings for the company and its operating
subsidiary, Haights Cross Operating Co., on CreditWatch with
negative implications.  The company had $381.8 million of total
debt outstanding at Dec. 31, 2008.

The rating actions reflect S&P's view that HCC's recent proposal
to amend its credit agreement and restructure its debt, including
a proposal to exchange its 12.5% senior discount notes for common
stock and its proposal to repurchase a portion of its 11.75%
senior notes at a 20% discount, would be tantamount to a default
if completed.  The debt restructuring plan entails issuing 120.21
shares of common stock for each $1,000 in principal amount at
maturity of senior discount notes exchanged.  The company had
$133.6 million of discount notes outstanding at Dec. 31, 2008.
The exchange offer expires on July 6, 2009.

If the company completes this transaction, S&P would lower the
current 'C' rating on the senior discount notes to 'D.'  Standard
& Poor's would consider the completion of the exchange to be
tantamount to a default, because bondholders will be receiving
equity instead of cash.

In addition to restructuring its debt, HCC is also in discussions
with its lenders regarding a proposed amendment to the credit
agreement.  The terms of the amendment include reducing the term
loan by $17.5 million with cash on hand and repurchasing
approximately $27.5 million of HCO's 11.75% senior notes at a 20%
discount.  If the company completes this transaction, S&P would
lower the 'C' rating on these senior notes to 'D.'  Standard &
Poor's would consider the completion of the repurchase to be
tantamount to a default because bondholders will be receiving less
than par value for the notes and because of the company's
financially distressed situation.  If HCC is not able to complete
the restructuring, the company plans to explore other
restructuring alternatives, including the commencement of a
Chapter 11 bankruptcy plan of reorganization.

S&P views the company's high leverage, fractional coverage of
gross interest expense, negative discretionary cash flow, limited
liquidity, and weak operating outlook together as indications of
financial distress.  The supplemental education publisher has a
competitive disadvantage based on its small size relative to its
peers.  Revenue was relatively flat in 2008 compared with 2007,
reflecting modest growth of 3.4% revenue growth in the Library
division, which offset a 2.8% decline in the Test Prep and
Intervention segment.  EBITDA for the fiscal year ended Dec. 31,
2008 declined by roughly 20%.  Gross debt to EBITDA (after
amortization of prepublication costs) was steep, at roughly 17x in
the 12 months ended Dec. 31, 2008.  EBITDA coverage of gross
interest expense was inadequate, at 0.5x over the same period, and
S&P expects this metric to face further pressure as interest
expense increases during the forbearance period, which ends June
12, 2009 unless the company amends its credit agreement according
to the proposed terms.  Otherwise, the forbearance period ends on
July 16, 2009.  For the 12 months ended Dec. 30, 2008,
discretionary cash flow was negative.

"Upon consummation of the transactions, S&P expects to lower the
corporate credit rating to 'SD' (selective default) and the issue-
level ratings on the company's senior notes and senior discount
notes to 'D'," noted Standard & Poor's credit analyst Tulip Lim.
"As soon as possible thereafter, S&P will reassess the company's
business outlook and financial profile and assign new ratings. S&P
would also lower the rating if the company announces a Chapter 11
filing."


HAROLD L. ROSBOTTOM: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Harold L. Rosbottom, Jr.
        150 Pintail Road
        St. Rose, LA 70087

Bankruptcy Case No.: 09-11674

Chapter 11 Petition Date: June 9, 2009

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

Debtor's Counsel: Patrick S. Garrity, Esq.
                  13702 Coursey Blvd., Bldg. 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  Email: pgarrity@steffeslaw.com

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

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/lawb09-11674.pdf

The petition was signed by Mr. Rosbottom, Jr.


HART-SAHARA LLC: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hart-Sahara, LLC
        2950 East Flamingo Road, Ste. B
        Las Vegas, NV 89121

Bankruptcy Case No.: 09-19875

Chapter 11 Petition Date: June 10, 2009

Court: District of Nevada (Las Vegas)

Debtor's Counsel: Kelly J. Brinkman, Esq.
                  kbrinkman@gooldpatterson.com
                  Goold Patterson Ales & Day
                  4496 S. Pecos Road
                  Las Vegas, NV 89121
                  Tel: (702) 436-2600
                  Fax: (702) 436-2650

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
   ------                      ---------------   ------------
Deutche Banc Mortgage          secured loan      $6,750,000
1919 Industrial Road
Las Vegas, NV 89102
Tel: (702) 388-1926

Hart, Theordora & Russel       property          $5,000
11521 Evergreen Creek Lane
Las Vegas, NV 89135

Young Electric Sign Company    sign              $4,080
PO Box 11676
Tacoma,WA 9811-6676
Tel: (702) 876-8080
Fax: (702) 944-4500

Woods, Terri                   trade services    $2,240

Amnet Insurance                insurance         $3,181

Pasley, Diana                  janitorial        $700

Johson, Juliana                trade servcies    $600

Go Bid Landscaping             landscaping       $450

NV Energy                      utilities         $391

Desert Fire Protection         trade             $150

Southwest Gas Corporation      gas               $0

Republic Services              trash             $0

Office of the County           taxes             $0
Treasurer

Las Vegas Valley Water         water             $0
District

City of Las Vegas              services          $0

EMBARQ                         services          $0

The petition was signed by Dora Hart.


HEALTHSOUTH CORPORATION: Moody's Upgrades Corporate Rating to 'B2'
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of HealthSouth Corporation to B2
from B3 and changed the ratings outlook to stable from positive.
Concurrently, Moody's affirmed the ratings of HealthSouth's
individual debt instruments, including the Ba3 rating on its
senior secured credit facility and the Caa1 rating on its senior
unsecured notes.  Additionally, Moody's affirmed HealthSouth's
Speculative Grade Liquidity Rating at SGL-2.

The upgrade of the Corporate Family Rating reflects the company's
continued progress in credit metric improvement through both debt
reduction and earnings growth.  Operating performance has
benefited from HealthSouth's greater than expected volume growth
over the last several quarters, which helped to mitigate pricing
pressures caused by a roll back and subsequent freeze of Medicare
reimbursement rates.  However, the rating is constrained by the
expectation that the company will continue to operate with a
considerable amount of financial leverage.  Additionally, the high
concentration of revenue from government payers remains a concern.

The stable outlook reflects Moody's expectation of continued
improvement in operating performance providing a greater ability
to reduce debt with internal cash flow.  The outlook also reflects
Moody's expectation that the company will maintain a disciplined
approach to acquisitions while continuing to invest in the growth
of its existing facilities.

Following is a summary of Moody's actions.

Ratings upgraded:

  -- Corporate Family Rating to B2 from B3
  -- Probability of Default Rating to B2 from B3

Ratings affirmed/LGD assessments revised:

  -- Senior secured revolving credit facility due 2012, Ba3 (LGD2,
     24%)

  -- Senior secured term loan due 2013, Ba3 (LGD2, 24%)

  -- 10.75% senior unsecured notes due 2016 to Caa1 (LGD5, 80%)
     from Caa1 (LGD5, 78%)

  -- Senior unsecured floating rate notes due 2014 to Caa1 (LGD5,
     80%) from Caa1 (LGD5, 78%)

  -- Speculative Liquidity Rating, SGL-2

  -- Outlook changed to stable from positive.

Moody's last rating action was on August 27, 2008, when a positive
outlook was placed on the rating and Moody's upgraded the
Speculative Grade Liquidity Rating to SGL-2.  All other ratings
were affirmed including the B3 Corporate Family and Probability of
Default Ratings.

Headquartered in Birmingham, Alabama, HealthSouth operates
inpatient rehabilitation hospitals and long-term acute care
hospitals.  HealthSouth recognized approximately $1.9 billion of
revenue in the twelve months ended March 31, 2009.


HENDRICKS FURNITURE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Hendricks Furniture Group, LLC
        dba Boyles Distinctive Furniture
        dba Naja Oriental Rugs
        fka The Country Shop, Inc.
        fka Hendricks Furniture Group, Inc.
        fka Hendricks Furniture Group Of NC, LLC
        fdba Sleep To Live Hendricks
        fdba Hendricks Furniture
        PO Box 3827
        Hickory, NC 28603

Bankruptcy Case No.: 09-50790

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Classic Moving & Storage, Inc.                     09-50791
Norris Furniture And Interiors, Inc.               09-50792

Type of Business: The Debtors make and sell furnitures.

                  See http://www.boyles.com/

Chapter 11 Petition Date: June 10, 2009

Court: Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtors' Counsel: Albert F. Durham, Esq.
                  adurham@rcdlaw.net
                  Rayburn, Copper & Durham, P.A.
                  1200 Carillon
                  227 W. Trade Street
                  Charlotte, NC 28202
                  Tel: (704) 334-0891

Estimated Assets: $50 million to $100 million

Estimated Debts: $10 million to $50 million

The Debtors' Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Noori Liquidation Center                         $587,309
135 Madison Avenue
New York, NY 10016

Fine Furniture Design & Marketing                $359,845
1107 North Main Street
High Point, NC 27262

Michael Aziz Oriental Rugs, Inc.                 $329,994
302 Fifth Avenue 12th Floor
New York, NY 10001

American Express                                 $276,076

Kingsdown Inc.                                   $260,695

Centre at Wellington Green Ltd.                  $256,546

Hooker Furniture Corp.                           $227,427

Henkel-Harris Co., Inc.                          $225,638

Jenkins, Lisa                                    $189,520

Baker Furniture Company                          $186,674

Sherrill Furniture Co.                           $185,640

Gouge, Michael R.                                $170,119

Stacy, Mahalia L.                                $152,465

Century Furniture Co.                            $147,845

Marge Carson, Inc.                               $144,761

Roseman, Terry                                   $143,641

Vuchic, Boris V.                                 $134,797

Stanley Furniture                                $134,163

Hickory Furniture Mart                           $122,084

Bashian Bros., Inc.                              $121,603

The petition was signed by Larry G. Hendricks, chief executive
officer.


HENDRICKS FURNITURE: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Devetta Blount at Digitriad.com reports that Hendricks Furniture
Group, LLC, and sister company Classic Moving and Storage have
filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court for the Western District of North Carolina.

According to Digitriad.com, Hendricks and Classic Moving said that
they will continue their restructuring activities with the support
of primary lenders and key manufacturing partners.  Digitriad.com
relates that the Debtors have secured up to $2.5 million of
postpetition financing from Branch Banking & Trust Company and
certain other lenders, as well as support from leading furniture
manufacturers which assisted in developing a plan to supply goods
to the Company on normal credit and trade terms after the
bankruptcy filing.  Digitriad.com states that the Debtors sought
the support of BB&T and top furniture manufacturers to protect
customer orders, deposits, and confidence during the transition.

The Debtors' founder, Larry G. Hendricks, cited the failed Norris
Furniture and other non-Boyles retail divisions, as well as the
subsequent obligations resulting from numerous store closings in
an extremely distressed commercial real estate market, as reasons
of the Debtors' bankruptcy filing.

Hendricks Furniture Group is comprised of Boyles Distinctive
Furniture, with five retail locations across North and South
Carolina, and rug importer and distributor Naja Rugs.  Hendricks
and its sister company Classic Moving and Storage, are
headquartered in Conover, North Carolina, and serve customers
throughout the U.S.


HEXION SPECIALTY: Issues Results of Tender Offer for Debentures
---------------------------------------------------------------
Hexion Specialty Chemicals Inc. reported the expiration and final
results of its cash tender offer to purchase its outstanding
8.375% Debentures due 2016, 9.200% Debentures due 2021, and 7.875%
Debentures due 2023, up to the maximum aggregate principal amount
of $20,000,000.

The Tender Offer expired and the early participation date for the
Tender Offer occurred at midnight, New York City time, on June 8,
2009.  Hexion has accepted for purchase all of the Notes validly
tendered in the Tender Offer.  The aggregate principal amount of
the 8.375% Debentures validly tendered pursuant to the Tender
Offer was $5,031,000, representing approximately 6.49% of
outstanding 8.375% Debentures. The total consideration payable per
$1,000 principal amount of 8.375% Debentures is $280.

In addition, the aggregate principal amount of the 9.200%
Debentures validly tendered pursuant to the Tender Offer was
$5,289,000, representing approximately 4.98% of outstanding 9.200%
Debentures.  The total consideration payable per $1,000 principal
amount of 9.200% Debentures is $280.00.  The aggregate principal
amount of the 7.875% Debentures validly tendered pursuant to the
Tender Offer was $10,775,000, representing approximately 4.64% of
outstanding 7.875% Debentures.  The total consideration payable
per $1,000 principal amount of 7.875% Debentures is $280.

On the settlement date, expected to be June 12, 2009, Hexion will
pay to The Depository Trust Company the total consideration
payable to holders in the Tender Offer, and Global Bondholder
Services Corporation, the depositary for the Tender Offer, will
irrevocably instruct The Depository Trust Company to pay to the
validly tendering holders the total tender offer consideration,
including accrued but unpaid interest on the accepted Notes from
the last applicable interest payment date to, but not including,
the actual date of purchase.

                      About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

                             *   *   *

Troubled Company Reporter said on April 23, 2009,
Standard & Poor's Ratings Services said that it lowered its
ratings on Columbus, Ohio-based Hexion Specialty Chemicals Inc.,
including its corporate credit rating to 'SD' from 'CCC+'.

Moody's Investors Service, TCR reported on April 22, 2009,
lowered the Corporate Family Rating of Hexion Specialty Chemicals,
Inc., to B3 from B2.  Moody's also lowered the rating on the
company's senior secured first lien revolving credit facility,
letter of credit facility and term loan to B1 from Ba3; its
secured second lien notes to Caa1 from B3; and its unsecured notes
and debentures to Caa2 from Caa1.  The Company's Speculative Grade
Liquidity Rating was lowered to SGL-3 from SGL-2.  The rating
outlook is negative.


IGLESIA DE RESTAURACION: Case Summary & 3 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Iglesia de Restauracion Apostoles y Profetas, Inc.
           aka Iglesia Evangelica de Restauracion
           Apostloes y Profetas, Inc.
        880 Bonifant Street
        Silver Spring, MD 20910

Bankruptcy Case No.: 09-20479

Chapter 11 Petition Date: June 10, 2009

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

Judge: Thomas J. Catliota

Debtor's Counsel: Richard J. Link, Esq.
                  Karpel & Link
                  200-A Monroe Street, Suite 330
                  Rockville, MD 20850
                  Tel: (240) 453-9191
                  Fax: (240) 453-9944
                  Email: karpel-link@verizon.net

Total Assets: $1,740,399

Total Debts: $2,096,161

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

          http://bankrupt.com/misc/mdb09-20479.pdf


IMAGE PACKAGING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Image Packaging of Horwitz, Inc.
           dba Image Packaging
        P.O. Box 1212
        Horseheads, NY 14845

Bankruptcy Case No.: 09-21550

Chapter 11 Petition Date: June 10, 2009

Court: United States Bankruptcy Court
       Western District of New York (Rochester)

Debtor's Counsel: Leonard Relin, Esq.
                  One East Main Street, 10th Floor
                  Rochester, NY 14614
                  Tel: (585) 454-4336
                  Fax: (585) 232-6674
                  Email: lrelin@rochester-law.com

Total Assets: $198,642

Total Debts: $1,400,066

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

         http://bankrupt.com/misc/nywb09-21550.pdf

The petition was signed by Margaret Thoma, president of the
Company.


INTERNATIONAL PRINTING: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: International Printing & Ad Specialties, Inc.
        1756 S.E. South Niemeyer Circle
        Port Saint Lucie, FL 34952

Bankruptcy Case No.: 09-21516

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
   Team IP Holdings, LLC                           09-21517

Chapter 11 Petition Date: June 10, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: John B. Culverhouse, Sr., Esq.
                  320 S Indian River Dr # 100
                  Ft Pierce, FL 34950
                  Tel: (772) 465-7572
                  Email: bradculverhouselaw@gmail.com

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

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

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

      http://bankrupt.com/misc/flsb09-21516.pdf

The petition was signed by Randall L. Sparks, CEO and president of
the Company.


JAMES C. DOCHEFF: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: James C. Docheff, Jr.
                  dba Diamond D. Dairy
                  mem Diamond D. Drinkable Yogurt,Llc
               Kristie J. Docheff
                  dba Diamond D. Dairy
                  mem Diamond D. Drinkable Yougurt, Llc
                  aka Kristie Jo Docheff
               4513 CR 32
               Longmont, CO 80504

Bankruptcy Case No.: 09-21208

Chapter 11 Petition Date: June 9, 2009

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

Judge: Howard R. Tallman

Debtors' Counsel: Nancy D. Miller, Esq.
                  1050 17th St., Suite 2500
                  Denver, CO 80265
                  Tel: (303) 825-2700
                  Email: nmiller@kcfpc.com

Total Assets: $3,984,280

Total Debts: $8,596,344

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

            http://bankrupt.com/misc/cob09-21208.pdf

The petition was signed by the Joint Debtors.


JD NEWTON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: JD Newton Construction, Inc.
        PO Box 6008
        Edmonds, WA 98026

Bankruptcy Case No.: 09-15636

Chapter 11 Petition Date: June 9, 2009

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

Judge: Thomas T. Glover

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union St., Ste 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  Email: lbf@chutzpa.com

Total Assets: $1,278,072

Total Debts: $2,099,230

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

            http://bankrupt.com/misc/wawb09-15636.pdf

The petition was signed by James D. Newton, president of the
Company.


JOHN MANEELY: Moody's Downgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded John Maneely Company's
ratings, lowering the company's corporate family rating to B2 from
B1, and kept the company's ratings under review for possible
further downgrade.  The rating for JMC's term loan was lowered to
B3 from B2 and the rating for the company's and co-borrower
6582125 Canada Inc.'s asset-based revolving credit facility was
lowered to Ba2 from Ba1.

The downgrade and ongoing review recognize the challenges JMC is
facing as demand for welded mechanical steel pipe has fallen
appreciably with the slowdown of North American non-residential
construction activity.  Moody's expects JMC's 2009 shipment
volumes will be down 40-45% from 2008 levels.  In Moody's opinion,
the reduced volume, as well as lower selling prices and interest
expense associated with the company's very high leverage, will
make it difficult to generate meaningful operating income and cash
flow.  Furthermore, a continuation of these conditions could
endanger covenant compliance under the company's revolving credit
facility and term loan agreements, although there is no danger of
this in 2009. Currently, JMC has adequate liquidity.

Approximately 80% of JMC's sales go into the non-residential
construction market, where 2009 expenditures in the U.S. are
expected to fall by around 30%.  Moody's expects market conditions
to be weak for several years.  Year-over-year, JMC's shipments
fell 41% in the March 2009 quarter (its second fiscal quarter).
The company is adjusting its manufacturing base and employment
accordingly.  However, even with lower steel input costs and
reduced headcount, Moody's believes JMC's operating income,
excluding unusual adjustments, will be minimal at these anemic
sales levels.  However, the company's cash position is strong as
it benefited in the second quarter from a release of cash from
working capital and a $229 million net settlement with Novolipetsk
Steel OJSC related to NLMK's termination of its agreement to
acquire JMC.

Given the severity of the downturn and the numerous adjustments
that JMC is making to right-size its business, Moody's review will
allow for a closer inspection of the company's current cost
structure, as well as potential impacts on working capital and
cash. JMC's debt, even on a net debt basis, is high in absolute
terms, and an extended period of weak sales could put it at risk
of financial covenant violations in 2010, once the NLMK settlement
is no longer included in the calculation of the credit facility's
leverage ratio (debt to EBITDA).  Therefore, the review will
examine JMC's cash flow, covenant compliance and liquidity under a
range of demand forecasts.

These ratings were downgraded:

For John Maneely Company:

* Corporate family rating -- to B2 from B1

* Probability of default rating -- to B2 from B1

* US$300 million asset based revolving credit facility due 2011 --
  to Ba2 (LGD2, 22%) from Ba1

* US$1,094 million term loan facility due 2013 -- to B3 (LGD4,
  59%) from B2

For 6582125 Canada Inc.:

* US$100 million asset based revolving credit facility due 2011 --
  to Ba2 (LGD2, 22%) from Ba1

Moody's previous rating action for JMC was on October 30, 2008,
when the company's rating outlook was confirmed with a stable
outlook.

Headquartered in Beachwood, Ohio, John Maneely Company
manufactures steel pipe, hollow structural steel, electrical
conduit products and tubular products at ten manufacturing
facilities in the U.S. and Canada.  The company is number one or
two in its key product areas: HSS, standard pipe and electrical
conduit. JMC also enjoys leading market positions in the
galvanized mechanical tube and fittings markets.  Its products are
sold principally to plumbing and electrical distributors.  JMC's
parent, DBO Holdings, Inc., is approximately 55% owned by the
Carlyle Partners IV, LP.


JT TRUCKING: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: JT Trucking, Inc.
        637 Branchton Road
        Slippery Rock, PA 16057

Bankruptcy Case No.: 09-24369

Chapter 11 Petition Date: June 10, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  Calaiaro & Corbett, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  Email: dcalaiaro@calaiarocorbett.com

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

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

A list of the Company's 12 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/pawb09-24369.pdf

The petition was signed by Tammy Straughn, president of the
Company.


KAREN HUNTER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Karen Hunter
               Kenneth J. Hunter
               42 W. Grant Avenue
               Roselle Park, NJ 07204

Bankruptcy Case No.: 09-24891

Chapter 11 Petition Date: June 9, 2009

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

Debtors' Counsel: Leonard C. Walczyk, Esq.
                  Wasserman, Jurista & Stolz
                  225 Millburn Ave., Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041-1712
                  Tel: (973) 467-2700
                  Email: lwalczyk@wjslaw.com

Total Assets: $1,503,978

Total Debts: $1,835,891

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

            http://bankrupt.com/misc/njb09-24891.pdf

The petition was signed by the Joint Debtors.


KINETEK HOLDINGS: Debt Repurchase Prompts S&P's Rating Cut to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Deerfield, Illinois-based electrical motor and controls systems
manufacturing company Kinetek Holdings Corp., including lowering
the corporate credit rating to 'SD' (selective default) from 'B-'
and the issue-level rating on its first-lien debt and second-lien
debt to 'D'.

"The rating actions reflect confidential information that Kinetek
has made available to Standard & Poor's Ratings Services regarding
the repurchase of its own debt, which has caused us to have a
different view than had been reflected in the previous ratings,"
said Standard & Poor's credit analyst Helena Song.

S&P expects to assign a new corporate credit rating to Kinetek in
the next two weeks.  S&P will base the new rating on, among other
things, S&P's assessment of the company's new capital structure
and liquidity profile.


KOBRA PROPERTIES: Chapter 11 Trustee Hires Committee's Counsel
--------------------------------------------------------------
WestLaw reports that a Chapter 11 trustee who was unable to find
any other eligible attorneys willing to serve as his counsel would
be allowed to employ the law firm that had previously represented
the official committee of unsecured creditors, but that, with the
committee's consent, had withdrawn to represent the trustee.  The
dearth of suitable eligible counsel, the universal consent by
creditors following full disclosure, and general coincidence of
the economic interests of unsecured creditors and of the trustee
in optimizing the value of the jointly administered estates,
combined to warrant the trustee's employment of the withdrawing
committee counsel.  In re Kobra Properties, --- B.R. ----, 2009 WL
1538545 (Bankr. E.D. Cal.).

Steven L. Victor of Development Specialists Inc. serves as the
Chapter 11 bankruptcy trustee for Kobra Properties and its debtor-
affiliates, Kobra Preserve, LLC, Vernon Street Associates, LLC,
and Rocky Ridge Center, LLC.  As reported in the Troubled Company
Reporter on April 8, 2009, Kobra's creditors' committee requested
the appointment of a Chapter 11 trustee to displace Kobra's
founder Abe Alizadeh.

Headquartered in Roseville, California, Kobra Properties and its
affiliates construct, own, and operate eighty-eight diverse
commercial properties located primarily in California's Central
Valley.  Some of the affiliates operate enterprises, including
franchised restaurants (e.g., Jack in the Box, T.G.I. Friday's,
Qdoba), that are tenants of the debtors.  The Debtors' Schedules
show liabilities of $418 million and $665 million in assets, which
the Chapter 11 trustee estimates worth $375 million to
$400 million.  The largest creditor is Wells Fargo Bank, which
claims $154 million in its own right and $71 million as
administrative agent and sole lead arranger of a loan syndicate.
Kobra filed for Chapter 11 protection on Nov. 25, 2008 (Bankr.
E.D. Calif. Case No. 08-37271).  Leonard M. Shulman, Esq., at
Shulman Hodges & Bastian LLP, represents the Debtors.  Donald W.
Fitzgerald, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, in Sacramento, represents the Chapter 11 Trustee.


LANDSOURCE COMMUNITIES: Court Sets July 13 Confirmation Hearing
---------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing on July 13, 2009, at
10:00 a.m. Eastern Time to consider confirmation of the Second
Amended Joint Plan of Reorganization filed by Barclays Bank PLC
for LandSource Communities Development LLC and its debtor-
affiliates.

Objections to the confirmation of the Plan must be filed no later
than July 6, 2009 at 4:00 p.m. Eastern Time.  The Official
Committee of Unsecured Creditors and the Second Lien Agent may
file their confirmation objections on or before July 7, 2009, at
7:00 p.m. Eastern Time.  Any party supporting the Second Amended
Plan may file a reply to any objection to the Plan Confirmation by
July 10, 2009.

As previously reported by the Troubled Company Reporter, the Court
approved the Second Amended Disclosure Statement explaining the
Second Amended Joint Plan of Reorganization filed by Barclays Bank
PLC on June 2, 2009, as containing adequate information within the
meaning of Section 1125 of the Bankruptcy Code.  A full-text copy
of the Disclosure Statement Order is available for free at:
http://bankrupt.com/misc/LandS_DSOrder.pdf

June 1, 2009, is established as the record date for purposes of
determining the holders of Claims and Interests entitled to
receive the Solicitation Package and to vote on the Second Amended
Plan.  The June 1 Voting Record Date will also serve as the date
for determining the eligible holders permitted to participate in
the Rights Offering contemplated under the Plan.  The Court also
approved the form of the Ballots.  All Ballots must be properly
executed, completed and delivered to the Balloting Agent at this
address so that the Ballots are received no later than July 6,
2009, at 5 p.m. prevailing Pacific Time:

      LandSource Ballot Processing Center
      c/o Kurtzman Carson Consultants LLC
      2335 Alaska Avenue
      El Segundo, CA 90245

Creditors seeking to have a claim temporarily allowed for purposes
of voting to accept or reject the Second Amended Plan pursuant to
Rule 3018(a) of the Federal Rules of Bankruptcy Procedure must
file a motion for that relief no later than June 29, 2009.

The Debtors are to file a Plan Supplement by June 12, 2009.  The
Court orders that a second Plan Supplement will be filed on
June 19, and will list agreements that were listed in the
Schedules as executory contracts or unexpired leases, but as to
which the Debtors and the Plan Proponent believe should not be
considered executory contracts or unexpired leases.
Counterparties to any of the agreements who believe that the
agreement does constitute an executory contract or unexpired lease
must file an objection to the characterization of the agreement on
or before July 6, 2009 at 4:00 p.m. Eastern Time.  The second Plan
Supplement to be filed June 19 will also include an estimate of
rejection damages, the identity of the Creditor Trustee, and the
identity of the Creditor Trust Advisory Board.

Prior to the entry of the Disclosure Statement Order, the
California Public Employees' Retirement System, Lakes by the Bay
South Community Development District, Maricopa County Treasurer
and Steadfast Insurance Company, withdrew with prejudice their
objections to the Seconded Amended Disclosure Statement.  Before
the Disclosure Statement Order was signed, more parties also made
known to the Court their objection to the Disclosure Statement
explaining the Plan Proponent's First Amended Plan:

  * The Official Committee of Unsecured Creditors
  * The Bank Of New York
  * California Public Employees' Retirement System
  * CH2M Hill Constructors Inc.
  * Steadfast Insurance Company
  * Sam Hill & Sons, Inc.
  * Chaudhary & Associates, Inc.
  * Ghilotti Construction Company, Inc.
  * California Department of Toxic Substances Control
  * California State Water Resources Control Board
  * California Regional Water Quality Control Board,
     San Francisco Bay Region
  * Southern Sun Construction Company
  * Oakridge Landscape Inc.
  * Pacific Advanced Civil Engineering, Inc.

To all the Disclosure Statement objections raised, the Plan
Proponent insisted that it proposed the Second Amended Plan after
an extensive analysis of exit strategies, negotiations with Lennar
Corporation, Emile Haddad and the parties backstopping the Rights
Offering contemplated by the Plan.

Barclays Bank PLC, as administrative agent for itself and various
lenders under a certain Superpriority DIP First Lien Credit
Agreement, delivered to the U.S. Bankruptcy Court for the District
of Delaware a Revised Second Amended Joint Plan of Reorganization
for LandSource Communities Development LLC and its 20 debtor-
affiliates and an accompanying Disclosure Statement on May 19,
2009.  Subsequently, the Plan Proponent delivered to the Court a
further revised a Second Amended Plan and Disclosure Statement
dated June 2, 2009.  The Second Amended Plan provides that on the
Effective Date, Reorganized LandSource Communities will have no
debt for borrowed money, subject to any outstanding letters of
credit, and will have at least $90 million of cash.  The Plan
Proponent believes that Reorganized LandSource will emerge from
bankruptcy well capitalized.  According to the Plan Proponent, the
Business Plan forecasts that Reorganized LandSource will not need
any additional funding during the first phase of development
through May 31, 2012.  Thereafter, Reorganized LandSource is
likely to need some additional funding.  The Plan Proponent
believes that Reorganized LandSource will be able to obtain any
funding at that time, particularly given that Reorganized
LandSource will emerge from bankruptcy debt-free.

A full-text copy of the June 2 Second Amended Plan is available
for free at: http://ResearchArchives.com/t/s?3dba

A full-text copy of the June 2 Disclosure Statement is available
for free at: http://ResearchArchives.com/t/s?3db9

                  About LandSource Communities

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

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

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

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


LBI MEDIA: S&P Downgrades Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor's Rating Services said that it lowered its
corporate credit rating on LBI Media Inc. to 'B-' from 'B',
reflecting weak advertising demand and thinning liquidity
following the onset of cash interest payments on its 11% discount
notes in April 2009.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on LBI's
secured debt to 'B-' (the same level as the corporate credit
rating) from 'B+' and revised the recovery rating to '3',
indicating S&P's expectation of meaningful (50%-70%) recovery in
the event of a payment default, from '2'.  The revision of the
recovery rating reflects a lower enterprise value than S&P had
used in S&P's previous analysis, as S&P's current projections of
EBITDA levels in 2009 are now meaningfully lower than those
previously used.

S&P also lowered its issue-level rating on LBI Media Inc.'s
$225 million 8.5% senior subordinated notes to 'CCC' (two notches
lower than the corporate credit rating).  The recovery rating
remains '6', indicating S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.

"We expect weak radio and TV ad demand will continue to pressure
LBI's revenue in 2009, especially in the company's California
markets where the recession has affected LBI's infomercial
business," said Standard & Poor's credit analyst Michael Altberg.
"Despite our view that the company will maintain an adequate
margin of compliance against its financial maintenance covenant
and access to its $150 million revolving credit facility, S&P is
concerned that weak operating performance in conjunction with the
recent onset of cash interest payments on its 11% discount notes
will lead to further deterioration in credit metrics."

The ratings reflect weak credit metrics due to LBI's highly
leveraged capital structure, negative discretionary cash flow,
cash flow concentration in a small number of large U.S. Hispanic
markets, intense competition for audiences and advertisers from
much larger rivals, and financial risk associated with its debt-
financed acquisition strategy.  The company's niche position as an
operator of Spanish-language radio and TV stations, its healthy
EBITDA margin relative to peers, and broadly favorable Spanish-
language advertising trends, are modestly positive factors that do
not offset these risks.

LBI is a Spanish-language radio and TV broadcaster that owns 22
radio stations and six TV stations in Los Angeles (including
Riverside-San Bernardino) and San Diego, Calif.; Houston and
Dallas-Fort Worth, Texas; Salt Lake City, Utah; and Phoenix,
Arizona.

The negative rating outlook reflects S&P's expectation that credit
metrics will weaken over the intermediate term as TV and radio ad
demand remains under cyclical pressure.  S&P could lower the
rating if deterioration in operating performance markedly weakens
coverage ratios.  More specifically, S&P would lower the rating if
S&P become convinced that a 20% EBITDA decline from March 31,
2009, levels is likely, which would raise the possibility of
EBITDA coverage of interest (pro forma for a full year of cash
interest expense on the 11% discount notes) to approach 1x.
Conversely, an outlook revision to stable, which S&P does not view
as likely over the near term, would require the company to lower
debt leverage and restore stable positive discretionary cash flow.


LEHMAN BROTHERS: Creditors Panel Also Wants Barclays Docs
---------------------------------------------------------
The Official Committee of Unsecured Creditors in Lehman Brothers
Holdings Inc. and its debtor-affiliates Chapter 11 cases asks the
U.S. Bankruptcy Court for the Southern District of New York that
any order issued approving the proposed investigation of Barclays
Capital Inc. should also provide that the panel receive copies of
the documents produced to Lehman Brothers Holdings Inc.

The Creditors' Committee also asks the Court to allow its
representatives to appear and propound questions at any deposition
noticed in accordance with that order.

As reported by the Troubled Company Reporter on May 22, 2009,
Lehman Brothers Holdings Inc., which is now being led by Chief
Executive Officer Bryan Marsal, asked the Court for permission to
conduct focused discovery against Barclays concerning matters of
importance to the estate and its creditors.  Barclays purchased
substantially all of Lehman's North American broker-dealer assets
in a sale transaction negotiated, approved and executed within the
span of a few days immediately following LBHI's filing for
bankruptcy.  The requested discovery, under Fed. R. Bankr. P.
2004, relates to that highly expedited transaction, and related
matters, and is specifically focused on whether the estate
received appropriate value.

                        Barclays' Defense

Lehman Brothers Holdings, Inc.'s discovery request on Barclays
Capital, Inc., amounts to a wholesale attack of the order signed
in September 2009 by Judge James Peck of the U.S. Bankruptcy
Court for the Southern District of New York approving Barclays
acquisition of Lehman's North American investment banking
business, Hamish P.M. Hume, Esq., at Boies, Schiller & Flexner,
LLP, in New York, argues for Barclays.  LBHI's proposed discovery
cannot possibly benefit LBHI's estate because the potential claims
have no merit and the estate already has access to any information
it reasonably could need, Barclays asserts.

Mr. Hume points out that, contrary to the Debtors' allegations:

  (a) while the Asset Purchase Agreement obliged Barclays to
      make certain categories of payments, it did not specify
      precise dollar amounts for either bonuses or cure
      payments; instead, LBHI presented the Bankruptcy Court
      with estimates of those numbers, which were always
      represented to be estimates and never as a specifically
      required amounts;

  (b) in the Order approving the Sale, the Bankruptcy Court
      found that the consideration was fair, and that the
      transaction was entered into in good faith and was in the
      interest of the Estate; and those findings were based on
      representations and evidence proffered by LBHI's own
      counsel, who explained that the consequences of denying
      the transaction would be catastrophic to the entire
      financial system, that Barclays was the only eligible
      acquirer and made the "highest and best offer," and that
      the Lehman assets being acquired were losing millions of
      dollars in value everyday; and

  (c) at the request of the Federal Reserve and Lehman Brothers,
      Inc., Barclays advanced $45 billion pursuant to a tri-
      party repurchase agreement to fund LBI's operations before
      Barclays even had any assurances as to whether the
      transaction would ultimately be approved, and at a time
      when the securities underlying the repurchase agreement
      were rapidly deteriorating in value.

Barclays, in addition to the $45 billion advance, ultimately paid
$1.29 billion for real estate, transferred $250 million to The
Depository Trust & Clearing Corporation to cover LBI trading
activities, and assumed other liabilities of uncertain amounts --
all despite considerable uncertainty regarding the value of the
assets Barclays was acquiring and whether Lehman employees would
transfer their employment to Barclays, Mr. Hume further points
out.

"There is no basis for alleging that Barclays has failed to
comply with any of the terms of this transaction, much less for
requesting that the entire transaction be re-examined, re-
evaluated, and "re-traded" as LBHI proposes," Mr. Hume argues.
Despite Barclays' attempts to cooperate with LBHI, LBHI has
refused to meet with Barclays executives concerning the
investigation and discovery issues and LBHI's special counsel
abruptly terminated ongoing meet-and-confer discussions in order
to file the discovery motion, Mr. Hume tells the Court.

While Barclays objects to the exceptional burden posed by LBHI's
requests and although LBHI already has access to much of the
information it asks Barclays to produce, Mr. Hume says Barclays
is willing to provide LBHI with responsive documents that
Barclays intends to produce in response to the ongoing
investigation by Anton Valukas, the court-appointed examiner in
the Debtors' Chapter 11 cases, subject to any objections the
Examiner may have and the execution of a confidentiality
stipulation.  In particular, Mr. Humes says Barclays will produce
documents sufficient to show the amounts it has paid in bonus and
other compensation, and the amounts it has paid in contractual
"cure payments."

Barclays asks the Court to deny the Debtors discovery request
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure arguing that Rule 2004 does not permit discovery that is
enormously burdensome, irrelevant to any legitimate issue
involving the estate, sought solely to explore facially meritless
claims, or which seeks information that is already available to
the movant.

LBHI and Barclays previously entered into a stipulation
adjourning the hearing on the proposed investigation of the U.K.
bank to June 24, 2009.  Creditors and other concerned parties had
until June 5 to file their objections.  Responses or replies, if
any, to the objections must be filed and served on or before
June 23.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.
N.Y. Case No. 08-13555) after Barclays PLC and Bank of America
Corp. backed out of a deal to acquire the company, and the U.S.
Treasury refused to provide financial support that would have
eased out a sale.  Lehman's bankruptcy petition listed $639
billion in assets and $613 billion in debts, effectively making
the firm's bankruptcy filing the largest in U.S. history.  Several
affiliates filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: Seeks to Restructure Loans With Broadway Partners
------------------------------------------------------------------
Prior to its bankruptcy filing, Lehman Brothers Holdings Inc.
provided more than $459 million in mezzanine loans to affiliates
of Broadway Partners Fund Manager LLC, in connection with the
Broadway Partners Entities' acquisition of indirect ownership
interests in various office properties located in Massachusetts,
New York, Virginia and California.  Of the $459 million,
$321,984,921 was provided by LBHI pursuant to a loan agreement
dated July 10, 2007, while $137,627,670 was made available under
a loan agreement dated August 15, 2007.  In addition to the $459
million, certain "senior lenders" also provided loans secured by
mortgages on and indirect ownership interests in the office
properties, the proceeds of which were also used to fund the
acquisition of the properties by Broadway's affiliates.

Attorney for LBHI, Shai Waisman, Esq., at Weil Gotshal & Manges
LLP, in New York, says that LBHI and Broadway's affiliates have
entered into an agreement to restructure the mezzanine loans in
light of the highly distressed state of the commercial real estate
markets and the related challenges confronting the properties.
Mr. Waisman says that while the restructuring is complicated by
the numerous interests and parties involved, its essence is:

  (1) forbearance of the mezzanine loans effectively extending
      the mezzanine loans to June 11, 2012;

  (2) $20 million pay down to LBHI of the $321,984,921;

  (3) foreclosure or assignment in lieu thereof of a $20 million
      portion of the $137,627,670 that will give LBHI effective
      control of the properties;

  (4) splitting of each of the mezzanine loans into two separate
      loans secured by separate pools;

  (5) contribution of capital by the Broadway Funds to
      accomplish the $20 million pay down and a commitment to
      provide working capital of up to an additional aggregate
      amount of $17 million, inclusive of current and future
      capital commitments, for the properties; and

  (6) the granting of an economic participation interest in the
      mezzanine loans to the Broadway Funds in exchange for the
      contributions.

To obtain the control of the properties, LBHI will foreclose upon
or take an assignment in lieu of a portion of the collateral for
the $137,627,670.  The collateral which will be foreclosed or
conveyed, in lieu thereof, is the managing member interest in the
borrowers of the $321,984,921, and the loan amount attributed to
the foreclosed interest is $20 million.  Other than the $20
million portion of the $137,627,670, the entire outstanding
principal balance of both mezzanine loans will remain outstanding.
Currently both of the mezzanine loans are secured by all of the
properties.  In connection with the restructuring of the mezzanine
loans, each loan will be divided into two separate loans which
will be indirectly secured by properties in Massachusetts, New
York, Virginia, and California.

The economics that the Broadway Funds will receive with respect
to each pool is in part based on the characteristics of each pool
and the working capital contributed or committed to each pool by
the Broadway Funds.  In structuring the pools and respective
participation interests with the Broadway Funds, the Debtors
sought to maximize potential recoveries for their estates from the
assets with positive cash flow while utilizing capital
contributions from the Broadway funds to support the capital needs
of the assets and minimizing the need for the Debtors to
contribute new capital on the properties, according to Mr.
Waisman.  "The Debtors believe that the proposed loan
restructuring is in their best interests and the Debtors seek
approval to enter into this restructuring with the borrowers, the
Broadway Funds and certain of their affiliates," Mr. Waisman says.

                    Terms of the Transaction

Under the agreement, the Debtors have proposed to restructure the
obligations under the mezzanine loans in accordance with these
terms:

  (1) The Broadway Funds will provide an estimated $26 million
      in cash at closing.

  (2) The Broadway Funds will be responsible for all transfer
      taxes associated with the Pool I and Pool II properties
      transaction; and all amounts owing directly or indirectly
      by borrowers or their subsidiaries that own a direct or
      indirect interest in the properties to any party.

  (3) At closing, $20 million of the $26 million cash provided
      by the Broadway Funds, will be applied to pay down the
      mezzanine loans.

  (4) The Broadway Funds will provide additional callable
      capital of $14 million.

  (5) Except with respect to 120 Howard, the Broadway Funds
      will pay any and all shortfalls in the debt service
      payments due and payable under the senior loans on the
      June 2009 payment date.

A full-text copy of the agreement is available without charge at:
http://bankrupt.com/misc/LehmanAgreementBroadway.pdf

The hearing to consider approval of the proposed restructuring of
the mezzanine loans pursuant to the agreement is scheduled for
June 24, 2009.  Creditors and other concerned parties have until
June 19 to file their objections.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.
N.Y. Case No. 08-13555) after Barclays PLC and Bank of America
Corp. backed out of a deal to acquire the company, and the U.S.
Treasury refused to provide financial support that would have
eased out a sale.  Lehman's bankruptcy petition listed $639
billion in assets and $613 billion in debts, effectively making
the firm's bankruptcy filing the largest in U.S. history.  Several
affiliates filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: Seeks Court Okay to Pay Unit's Loan to Fortress
----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
permission from the U.S. Bankruptcy Court for the Southern
District of New York to pay the loan that Fortress Credit Corp.
provided to LB Carillon Construction LLC, a non-debtor subsidiary
of LBHI.

LB Carillon borrowed more than $238.8 million to fund a portion
of the $418 million that it loaned off to Carillon South Joint
Venture LLC and North Carillon LLC in 2006.  The $418 million was
used to fund the construction of a residential condominium
project known as Canyon Ranch Living Miami Beach Condominiums in
Miami Beach, Florida.  As much as $219,186,000 in construction
loan was provided to Carillon South while $199,505,000 was
provided to the other company.  The construction loans are secured
by a first lien mortgage on the southern and northern portions of
the condominium while the $238.8 million is secured by LB
Carillon's interests in the constructions loans.

LB Carillon intended to pay the $238.8 million from the amounts
paid by Carillon South and North Carillon, however, due to
difficulties in the south Florida residential real estate market,
the borrowers could not pay their construction loans on time,
according to Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in
New York.  LB Carillon's loan from Fortress had an initial
maturity date of April 30, 2009, but Fortress has extended it to
June 30, 2009.  In exchange for the extension, LBHI paid Fortress
about $10 million on June 1 for the benefit of LB Carillon.  Upon
maturity, additional amounts of less than $142 million will become
due and owing to Fortress.

"As part of a larger business plan with respect to Canyon Ranch,
the Debtors have determined it is in the best interest of their
estates to pay Fortress the amounts due," Mr. Waisman says.  He
adds that LBHI will make the payment and, in exchange, LB
Carillon will provide LBHI with the so-called "secured market
rate note" in accordance with the Court's cash management order.
Pursuant to the cash management order, the Debtors can transfer
cash for the benefit of a non-debtor affiliate so long as they
obtain from that affiliate a note accruing interest at a market
rate and a valid perfected lien junior to any existing liens of
the affiliate.

"The Debtors believe that the construction loans continue to have
value, and consequently, the Debtors and their estates will
ultimately realize a recovery on the amounts lent under the
construction loans," Mr. Waisman says.  He adds that the payment
to Fortress will protect LB Carillon's interest in the
construction loans by preventing Fortress from foreclosing its
collateral.

A hearing to consider approval of the Debtors' request is
scheduled for June 24.  Creditors and other concerned parties have
until June 19 to file their objections.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.
N.Y. Case No. 08-13555) after Barclays PLC and Bank of America
Corp. backed out of a deal to acquire the company, and the U.S.
Treasury refused to provide financial support that would have
eased out a sale.  Lehman's bankruptcy petition listed $639
billion in assets and $613 billion in debts, effectively making
the firm's bankruptcy filing the largest in U.S. history.  Several
affiliates filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: Wants to Buy Furniture & Equipment From Barclays
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to
repurchase office furniture and equipment from Barclays Capital
Inc.

The office furniture and equipment had previously been sold to
Barclays Capital as part of the U.K. bank's acquisition of LBHI's
Northern American business.  The items are located in LBHI's
leased office in New York.

Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York,
says LBHI intends to purchase the items as part of a larger
transaction that would allow a reduction of its rent by more than
$300 million.  LBHI is currently in talks with Historic TW Inc.
for a new sublease that would provide for less space, a shorter
term, and a reduction in total rent from about $326 million to
about $21 million.  As a condition, LBHI has to abandon to
Historic TW certain furniture and equipment located in LBHI's New
York office that had been sold to Barclays Capital.  Historic TW,
however, would still allow LBHI to use the furniture and equipment
for the investment bank's operations.  LBHI has already reached an
agreement with Barclays Capital to purchase the items for
$5,900,001, according to Mr. Waisman.

A hearing to consider approval of LBHI's request is scheduled for
June 24.  Creditors and other concerned parties have until June 19
to file their objections.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.
N.Y. Case No. 08-13555) after Barclays PLC and Bank of America
Corp. backed out of a deal to acquire the company, and the U.S.
Treasury refused to provide financial support that would have
eased out a sale.  Lehman's bankruptcy petition listed $639
billion in assets and $613 billion in debts, effectively making
the firm's bankruptcy filing the largest in U.S. history.  Several
affiliates filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LN ACQUISITION: Moody's Keeps Junk Rating on Senior Secured Loan
----------------------------------------------------------------
Moody's Investors Service has affirmed the corporate family rating
of LN Acquisition Corp, a wholly-owned subsidiary of Lincoln
Holdings Enterprises Inc., at B2 and changed the outlook to
negative from stable.  In addition, Moody's affirmed the
probability of default rating at B2, the senior secured first lien
credit facility and term loan at B1 and the senior secured second
lien term loan at Caa1.

The negative outlook reflects Moody's expectation that global
demand for Lincoln's lubrication equipment and pumping products
will remain soft and that this uncertain business environment will
have an adverse impact on its sales and earnings over the next
twelve months.  The outlook incorporates Moody's view that
continued declines in order volumes and sales may result in
increased financial leverage and reduced cash flow generation
which could negatively impact the rating if earnings stabilization
does not occur over the next twelve months.  Further, the outlook
incorporates Moody's view that lower earnings levels coupled with
an upcoming covenant step down in December of 2009 may tighten
headroom under Lincoln's financial maintenance covenants and
potentially limit effective revolver availability over the near
term.

These ratings were affirmed:

  -- B2 Corporate Family Rating;

  -- B2 Probability-of-default rating;

  -- B1 (LGD3, 34%) on the $25 million first lien revolving credit
     facility;

  -- B1 (LGD3, 34%) on the $318 million first lien term loan; and

  -- Caa1 (LGD5, 85%) on the $140 million second lien term loan

The last rating action on Lincoln was the July 2, 2007 affirmation
of the B2 corporate family rating.

Lincoln is a leading manufacturer of automatic lubrication systems
and manual lubrication equipment.  The company recorded net sales
of roughly $400 million for the twelve months ending March 31,
2009.


LINCOLN HOLDINGS: S&P Downgrades Corporate Credit Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
ratings, including the long-term corporate credit rating, on St.
Louis-based Lincoln Holdings Enterprises Inc. to 'B' from 'B+'.
The outlook is negative.

"The rating action reflects weak end-market conditions that appear
likely to result in credit measures deteriorating beyond S&P's
range of expectations," said Standard & Poor's credit analyst
Helena Song.  The rating action also reflects S&P's concern about
the reduced headroom under covenants and the potential risk of a
covenant violation, given the weakening operating environment and
step-downs in covenant levels at the end of 2009.

St. Louis-based Lincoln is a leading supplier of lubrication
systems and related tools and equipment.  The weak business risk
profile reflects primarily the company's limited product offering
and its participation in the niche lubrication and pumping
equipment and heavy grease application markets.  The company is
organized into two product groups: automated lubrication systems,
and lubrication tools and equipment.  The company's applications
serve relatively diverse customers and end markets, which include
mining, agriculture, construction, general industry, heavy
industry, and energy.  Lincoln is fairly diversified
geographically; sales to Europe and Asia-Pacific collectively
account for roughly 50% of the total revenues.

After two years of growth underpinned by favorable economic
conditions and global expansion, the company recently started to
experience a sharp downturn resulting from the softening U.S. and
European economies.  S&P expects Lincoln's operating margins to
decline in 2009, after they had steadily improved as a result of
strong end markets and cost initiatives.  Lincoln has expanded
plant operations in the Czech Republic, India, and China to take
advantage of lower-cost labor.  Lincoln expects to achieve
additional cost savings from this initiative to partially offset
lower sales.

The company's financial risk profile is highly leveraged, marked
by high debt balances and an aggressive financial policy.  Credit
measures appear likely to deteriorate meaningfully this year.  At
the current rating, S&P expects Lincoln to maintain debt to EBITDA
of 5x to 6x.

Liquidity is constrained, as the company has limited headroom
under its leverage ratio covenant.  Lincoln has about $20 million
in cash on its balance sheet and about $20 million available under
its $25 million revolving credit facility.  Working capital
requirements should be manageable for this year.  Capital
expenditures should be comparable to 2008 levels as the company
continues to invest in global manufacturing plants.  Maintenance
capital expenditures are low.

The outlook is negative.  S&P could lower the ratings if the
likelihood of a covenant violation increases and the likelihood of
obtaining a satisfactory cure worsens, or if the company fails to
meet its financial obligations.  S&P could raise the ratings or
revise the outlook to positive if the company appears likely to
maintain sufficient headroom under its covenant requirements
and its debt to EBITDA approaches 5x, the lower end of the range
of S&P's current expectation at the current rating.


LYONDELL CHEMICAL: Settlement Agreements with 2 Insurers Approved
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has signed off on two settlements between a Lyondell Chemical Co.
debtor and two insurers that are winding down their businesses.
The settlements are related to the bankrupt chemical
manufacturer's legacy lead and asbestos liabilities, Bankruptcy
Law360 reports.

On Tuesday, the Court approved a settlement between Debtor
Millennium Petrochemicals Inc. and City General Insurance Company
Limited dated June 2, 2009.  Pursuant to the settlement,
Millennium Petrochemicals releases all rights under 8 excess
insurance in exchange for a payment by City General, the details
of which were permitted by the Court to be filed under seal.

The subject general liability insurance policies provide
Millennium Petrochemicals with insurance coverage for certain
tort-like claims filed against it and its predecessors between
October 1, 1957, and October 1, 1963.

On the same day, the Court also approved the settlement between
Debtor Millennium Holdings LLC and Reliance National Insurance
Company (Europe) Limited dated June 1, 2009, the terms of which
are reflected in an offer letter annexed to the Motion.

Pursuant to the settlement, Millennium Holdings releases all
rights under 9 excess insurance policies in exchange for a payment
by Reliance.  The policies, which provide coverage for certain
tort-like claims, were issued to Hanson Trust LLC during the
period from October 1, 1991, and October 1, 1996, and covered all
of Hanson's subsidiaries and associated companies.  Millennium
Holdings' predecessors were subsidiaries of Hanson during this
time period and were therefore covered by the Reliance policies.
On May 13, 2009, the parties reached an agreement resolving
Millennium Holdings' claim.  The details of the settlement
agreement were filed under seal upon orders of the Court.

                      About Lyondell Chemical

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

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

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

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

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

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


MANSOUR TAEED: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Mansour Taeed
               Afsaneh Taeed
               540 Grizzly Peak Blvd.
               Berkeley, CA 94708

Bankruptcy Case No.: 09-45073

Chapter 11 Petition Date: June 10, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtors' Counsel: Stephen D. Finestone, Esq.
                  Law Offices of Stephen D. Finestone
                  456 Montgomery St. 20th Fl.
                  San Francisco, CA 94104
                  Tel: (415) 421-2624
                  Email: sfinestone@pobox.com

Total Assets: $3,301,131

Total Debts: $3,226,787

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

          http://bankrupt.com/misc/canb09-45073.pdf

The petition was signed by the Joint Debtors.


MARYANN MCLEOD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Maryann McLeod Crush
        948 East Broadway
        South Boston, MA 02127

Bankruptcy Case No.: 09-15351

Chapter 11 Petition Date: June 9, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: Stephen E. Shamban, Esq.
                  Stephen E. Shamban Law Offices, P.C.
                  222 Forbes Road, Suite 208
                  P.O. Box 850973
                  Braintree, MA 02185-0973
                  Tel: (781) 849-1136
                  Email: sshamban@yahoo.com

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

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

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

The petition was signed by Ms. Crush.


METALDYNE CORP: Can Hire BMC Group as Claims and Noticing Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Metaldyne Corporation and its debtor-affiliates to
employ BMC Group, Inc., as its claims and noticing agent.

As claims and noticing agent to the Debtors, BMC is expected to,
among other things:

   a) perform certain claims, noticing and other administrative
      functions in the Chapter 11 cases;

   b) assist the Debtors with all analyses and collections of
      avoidance actions; and

   c) at the close of the Chapter 11 cases, box and transport all
      original documents in proper format, as provided by the
      Clerk's Office, to the Federal Archives.

The hourly rates of BMC personnel are:

     Seniors/Principal                    $205 - $295
     Consultants                          $110 - $185
     Case Admin Managers                  $95
     Data Entry/Clerical                  $45

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

                   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.


MOHAWK TRAVELER: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mohawk Traveler Transportation, LLC
        211 Bridge Rd.
        Houma, LA 70363

Bankruptcy Case No.: 09-11712

Chapter 11 Petition Date: June 9, 2009

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

Judge: Jerry A. Brown

Debtor's Counsel: Bernard H. Berins, Esq.
                  Heller Draper Hayden Patrick & Horn LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  Email: bberins@hellerdraper.com

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

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

A list of the Company's 6 largest unsecured creditors is available
for free at http://bankrupt.com/misc/laeb09-11712.pdf

The petition was signed by Larry Fitch, sole member of the
Company.


NA-MOR INC.: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Na-Mor, Inc.
          aka Na-Mor Countryside
        1915 NE 45th Street, Suite 101
        Ft. Lauderdale, FL 33308

Bankruptcy Case No.: 09-21515

Chapter 11 Petition Date: June 10, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Kevin C. Gleason, Esq.
                  4121 N 31 Ave.
                  Hollywood, FL 33021
                  Tel: (954) 893-7670
                  Email: kgpaecmf@aol.com

Total Assets: $1,995,249

Total Debts: $1,550,942

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

          http://bankrupt.com/misc/flsb09-21515.pdf

The petition was signed by Christopher Farah, officer of the
Company.


NANOGEN INC: Wants Morgan Lewis as Special Bankruptcy Counsel
--------------------------------------------------------------
Nanogen, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to employ Morgan,
Lewis & Bockius LLP as their special counsel.

As special counsel to the Debtors, Morgan Lewis will, among other
things:

   a) assist the Debtors' general bankruptcy counsel in connection
      with the preparation and filing of the Debtors' bankruptcy
      petitions, schedules and related documents;

   b) advise and represent the Debtors with respect to all
      corporate and securities matters arising during the pendency
      of the Chapter 11 cases; and

   c) advise and represent the Debtors with respect to certain
      intellectual property matters arising during the pendency of
      the Chapter 11 cases.

The Debtors relate that Morgan Lewis' services will not be
duplicative of the services rendered by other professionals in the
Chapter 11 cases.

The hourly rates of Morgan Lewis' personnel are:

     William A. Myers, partner            $595
     Scott D. Karchmer, partner           $590
     J. Taylor Browning, associate        $550
     Albert Lung, associate               $505
     Carolyn Mo, associate                $395
     Julie L. Davies, associate           $340
     Scott M. Berning, associate          $340

Other professionals may also provide services and their hourly
rates are:

     Partners                         $485 to $1,050
     Associates                       $250 to $565
     Legal Assistants                 $190 to $360

Mr. Karchmer tells the Court that before the Debtors filed for
bankruptcy, Morgan Lewis received $1,625,830 for services rendered
and expenses incurred in connection with its professional
services.

Mr. Karchmer adds that prior to the petition date, Morgan Lewis
received a $125,000 retainer, which was applied against
prepetition fees and expenses and replenished at various times.
The Debtors owe Morgan Lewis $324,000, consisting of $311,000
billed and $13,000 unbilled prepetition fees and expenses.

Mr. Karchmer assures the Court that Morgan Lewis is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Karchmer can be reached at:

     Morgan, Lewis & Bockius LLP
     One Market, Spear Street Tower
     San Francisco, CA 94105-1596
     Tel: (415) 442-1091
     Fax: (415) 442-1001

                        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 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.


NANOGEN INC: Wants More Time to File SALs & SOFAs Thru July 13
--------------------------------------------------------------
Nanogen, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend until July 13, 2009,
the time by which they must file schedules of assets and
liabilities and statements of financial affairs.

The Debtors assert that they need additional time to complete and
file the Schedules.  The Debtors maintain that the extension will
not prejudice the rights of other claimants and parties-in-
interest.

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

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


NAVISTAR INT'L: Reports $12 Million Profit in Second Quarter
------------------------------------------------------------
Navistar International Corporation reported second quarter profits
of $12 million, equal to $0.16 per diluted share, on $2.8 billion
in net sales and revenues.  Although the industry outlook remains
challenging, Navistar has taken actions to help mitigate the
adverse effects on its profitable growth, sustaining its momentum
to deliver another year of expected net income.

The results for the second quarter ended April 30, 2009 were
impacted by weak industry sales in every part of Navistar's
commercial business, as compared to the year-ago second quarter.
Second quarter earnings were reduced by $31 million, equal to
$0.44 per diluted share, from other costs related to the Ford
settlement.  In addition in the latest period, the company
incurred research and development costs, and unanticipated costs
related to warranty on products sold in prior periods, partially
offset by the benefits from certain out-of-period accounting
adjustments.  In the second quarter a year ago, Navistar reported
net income of $211 million, equal to $2.88 per diluted share, on
$3.9 billion in net sales and revenues.

"Although the current growth of our traditional businesses is
hamstrung by the global recession, we have nonetheless been able
to advance numerous strategic and tactical initiatives that will
be key contributors to our future success," said Daniel C. Ustian,
Navistar chairman, president and chief executive officer.

For the first six months of fiscal 2009, Navistar reported net
income of $246 million, equal to $3.44 per diluted share,
including the positive effect from the settlement with Ford of
$155 million, equal to $2.17 per diluted share, compared with
$146 million, equal to $2 per diluted share, in the first six
months a year ago.  First half net sales and revenues amounted to
$5.8 billion, compared with $6.9 billion in the year-ago period.

"Continued reductions in our product costs, lower selling, general
and administrative expenses and increased market share growth,
along with the company's military business, will enable us to
maintain pace toward a profitable fiscal 2009 despite three
consecutive years of dwindling truck volumes," said Mr. Ustian.

The company now projects that total truck industry retail sales
volume for Class 6-8 trucks and school buses in the United States
and Canada for the fiscal year ending October 31, 2009, will total
between 165,000 and 185,000 units, down from the previous forecast
of 210,000 to 225,000 units.  Industry volumes reached a recent
high of 454,700 units in 2006 due to accelerated purchases of
trucks in anticipation of higher prices due to stricter emissions
standards imposed by the Environmental Protection Agency in 2007.
However, the industry is anticipating only a minimal pre-buy in
2009 ahead of 2010 emissions requirements.

Based on second quarter results and company forecasts for the
remainder of the year, Navistar reported guidance for net income
for its fiscal year ending October 31, 2009, in the range of
$200 million, or $2.80 per diluted share, to $225 million, or
$3.10 per diluted share, excluding the Ford settlement and related
charges.  Including results of the Ford settlement, per diluted
share earnings should be in the range of $5.20 to $5.50 per
diluted share.

"It is now clear that the economic recovery will take longer than
had been originally expected.  We are addressing this likelihood
straight on by maintaining focus on our core product and market
initiatives while taking the necessary steps that will allow us to
adapt to the rapidly changing marketplace," said Mr. Ustian.

In addition, the company has made significant reductions to its
overall selling, general and administrative expenses to optimize
the performance of its business in the most challenging economic
conditions in more than 45 years.  These overall efforts are
expected to yield improvements to the company's bottom line.

Manufacturing segment profit was $87 million and $494 million,
including the impacts of the Ford settlement and other related
costs, for the second quarter and first half of 2009,
respectively, compared with $316 million and $408 million in the
year-ago periods.

A full-text copy of the company's second quarter financial results
is available for free at http://ResearchArchives.com/t/s?3dc3

                   About Navistar International

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

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

                             *   *   *

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


NEW YORK TIMES: Goldman Hints Start of Offer Acceptance
-------------------------------------------------------
Goldman Sachs & Co. signaled prospective buyers that it would
start entertaining offers for any or all of the New York Times
Co.'s assets, including the Boston Globe, Russell Adams at The
Wall Street Journal reports, citing people familiar with the
matter.

Goldman Sachs, WSJ relates, was already taking bids on Times Co.'s
almost 18% stake in the holding company of the Boston Red Sox
baseball team.

WSJ states that the Boston Globe newspaper could be sold as the
Times Co. struggles with declining revenue and heavy debt.
According to WSJ, the Boston Globe's largest union, the Boston
Newspaper Guild, rejected this week concessions that Times Co.
said were necessary to save the paper.  WSJ reports that Times Co.
said that it would impose a 23% wage cut to achieve the
$10 million in concessions it was seeking from the Boston
Newspaper.  WSJ notes that the wage reduction is a significant
compromise for the Times Co.  WSJ relates that the Times Co.'s
proposal included a pension freeze and the elimination of job
guarantees for some 190 Guild members, on top of a wage reduction
of 8.4%.

According to WSJ, people who have expressed interest in the Boston
Globe said that the newspaper will have to shrink before they
would consider taking it on.  Citing analysts, WSJ says that the
Boston Globe has significant pension liabilities and no longer
sells enough ads to support its staff.  The Times Co. expects that
the newspaper would post an operating loss of $85 million in 2009,
the report states.  WSJ quoted Fitch Ratings analyst Mike Simonton
as saying, "We'd anticipate without the concessions, there would
be few if any suitors for a newspaper that loses more than
$50 million a year and has an uncooperative union work force."

                      About The New York Times

The New York Times Co., a leading media company with 2008 revenues
of $2.9 billion, includes The New York Times, the International
Herald Tribune, The Boston Globe, 16 other daily newspapers, WQXR-
FM and more than 50 Web sites, including NYTimes.com, Boston.com
and About.com.  The Company was founded in 1896.

                           *     *     *

As reported in the Troubled Company Reporter on December 4, 2008,
the NY Times cut its quarterly dividend by 74%, as part of an
effort to conserve cash.  The NY Times said that it took steps to
lower debt and increase liquidity, including reevaluating its
assets.  The NY Times has laid off employees, merged sections of
the NY Times and Globe to reduce printing costs, and consolidated
New York area printing plants this year.

The TCR reported on May 25, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured issue-
level ratings on New York City-based newspaper publisher The New
York Times Co. to 'B' from 'B+'.  These ratings were removed from
CreditWatch, where they were placed with negative implications
April 22, 2009.  The rating outlook is stable.

According to the TCR on April 28, 2009, Moody's Investors Service
downgraded The New York Times Company's Corporate Family Rating
and Probability of Default ratings to B1 from Ba3 and ratings on
the senior unsecured notes to B1 from Ba3.  The Company's
speculative grade liquidity rating remains SGL-3 and the rating
outlook is negative.


OUTDOOR RV: Hires Levy Law Firm as Bankruptcy Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized Outdoor RV and Marine, LLC, to employ Levy Law Firm,
LLC, as its counsel.

Among other things, Levy is expected to:

   a) provide the Debtor legal advice with respect to its powers
      and duties as debtor in the management and disposition of
      its property;

   b) prepare on Debtor's behalf applications, motions, pleadings,
      objections, memoranda, briefs, orders, reports and other
      legal papers as may be necessary or appropriate in this
      case;

   c) provide legal advice and assistance in the development of a
      Plan of Reorganization, a disclosure statement, and other
      pleadings and documents relating to the disposition of
      assets and the payment and treatment of claims against the
      bankruptcy estate; and

   d) provide legal advice on various other matters that may arise
      in this case.

The hourly rates of Levy personnel are:

           R. Geoffrey Levy, member       $375
           Susan M. Levy, attorney        $250
           Robin C. Osborne,paralegal     $120
           Brien P. Levy, paralegal        $100

Mr. Levy told the Court that the firm received a $50,000 initial
retainer for prepetition and postpetition costs and services.

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

The firm can be reached at:

     Levy Law Firm LLC
     2300 Wayne Street
     Columbia, SC 29201
     Tel: (803) 256-4693

                 About Outdoor RV and Marine, LLC

Columbia, South Carolina-based Outdoor RV and Marine, LLC sells
recreational vehicles and boats.

The Company filed for Chapter 11 on May 15, 2009 (Bankr. D. S.C.
Case No. 09-03719).  The Debtor did not file a list of 20 largest
unsecured creditors.  The Debtor has assets and debts both ranging
from $10 million to $50 million.

OUTDOOR RV: Has until June 15 to File Schedules and Statements
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
extended the time by which Outdoor RV and Marine, LLC must file
its schedules of assets and liabilities and statements of
financial affairs through June 15, 2009.

Columbia, South Carolina-based Outdoor RV and Marine, LLC sells
recreational vehicles and boats.

The Company filed for Chapter 11 on May 15, 2009 (Bankr. D. S.C.
Case No. 09-03719).  R. Geoffrey Levy, Esq., at Levy Law Firm LLC
represents the Debtor in its restructuring efforts.  The Debtor
did not file a list of 20 largest unsecured creditors.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


OUTDOOR RV: Taps Harry Swagart to Handle SC Motor Vehicle Matters
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized Outdoor RV and Marine, LLC, to employ Harry A. Swagart,
III, PC, as its special counsel.

The firm is expected to advise the Debtor on matters pertaining to
the South Carolina Department of Motor Vehicles and related
matters.

The hourly rates of the firm's personnel are:

     Harry A. Swagart, III        $250
     Stacey Mckinney, Paralegal   $65

Mr. Swagart assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Swagart can be reached at:

     Harry A. Swagart, III, PC
     1722 Main Street, Suite 220
     Columbia, SC 29201
     Tel: (803) 779-0770

                 About Outdoor RV and Marine, LLC

Columbia, South Carolina-based Outdoor RV and Marine, LLC sells
recreational vehicles and boats.

The Company filed for Chapter 11 on May 15, 2009 (Bankr. D. S.C.
Case No. 09-03719).  R. Geoffrey Levy, Esq., at Levy Law Firm LLC
represents the Debtor in its restructuring efforts.  The Debtor
did not file a list of 20 largest unsecured creditors.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


P&R REALTY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: P&R Realty, Inc.
        286 Beverly Drive NE
        Concord, NC 28025

Bankruptcy Case No.: 09-51162

Chapter 11 Petition Date: June 9, 2009

Court: United States Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Debtor's Counsel: Brian Hayes, Esq.
                  P. O. Box 444
                  Concord, NC 28026-0444
                  Tel: (704) 788-3211
                  Email: bphafd@fspa.net

Total Assets: $1,500,000

Total Debts: $621,847

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

The petition was signed by Neva Jo Roberts, president of the
Company.


PACIFIC ETHANOL: Wants to Tap Cooley Godward as Bankruptcy Counsel
------------------------------------------------------------------
Pacific Ethanol Holding Co. LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to employ Cooley Godward Kronish LLP as its counsel.

Cooley will, among other things:

   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) attend meetings and negotiate with representative 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; and

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

Lawrence C. Gottlieb, Esq., a member of Cooley, tells the Court
that pre-bankruptcy, Cooley received $1,140,000 on account of fees
and expenses incurred from May 1, 2008, to May 17, 2009.  Cooley
received a $380,000 retainer to pay fees and disbursements which
may remain unpaid during the course of the Chapter 11 cases.

The hourly rates of Cooley's personnel are:

     Partners                           $705 - $880
     Associates and Paralegals          $225 - $390

Mr. Gottlieb assures the Court that Cooley is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Gottlieb can be reached at:

     Cooley Godward Kronish LLP
     1114 Avenue of the Americas
     New York, NY 10036
     Tel: (212) 479-6000
     Fax: (212) 479-6275

                   About Pacific Ethanol Holding

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

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


PAMELA ELLEN: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pamela Ellen McAteer
        125 South Winchester Rd.
        Annapolis, MD 21409

Bankruptcy Case No.: 09-20524

Chapter 11 Petition Date: June 10, 2009

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

Judge: Duncan W. Keir

Debtor's Counsel: Joel I. Sher, Esq.
                  Shapiro Sher Guinot & Sandler
                  36 S. Charles Street, Suite 2000
                  Baltimore, MD 21201
                  Tel: (410) 385-4278
                  Fax: (410) 539-7611
                  Email: bankruptcy@shapirosher.com

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

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

A list of the Company's 3 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/mdb09-20524.pdf

The petition was signed by Tammy Straughn, president of the
Company.


PARKSIDE VILLAGE: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Parkside Village LLC
        PO Box 690
        Woodstock, VA 22664

Bankruptcy Case No.: 09-50909

Chapter 11 Petition Date: June 10, 2009

Court: United States Bankruptcy Court
       Western District of Virginia (Harrisonburg)

Judge: Chief Judge Ross W. Krumm

Debtor's Counsel: Timothy J. McGary, Esq.
                  10500 Sager Ave., Suite G
                  Fairfax, VA 22030
                  Tel: (703) 352-4985
                  Email: tjm@mcgary.com

Total Assets: $1,907,256

Total Debts: $1,552,136

A full-text copy of the Debtor's petition, including the identity
of its largest unsecured creditor, is available for free at:

          http://bankrupt.com/misc/vawb09-50909.pdf

The petition was signed by Randolph K. Carter, managing member of
the Company.


PHOENIX ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Phoenix Associates Land Syndicate
        dba Murphy Sand and Gravel
        PO Box 100
        Madisonville, LA 70447

Bankruptcy Case No.: 09-11743

Type of Business: The Debtor engages on acquisition and
                  development of companies in the aviation,
                  construction, mining and oil & gas industries.

                  See http://www.pbls.biz/

Chapter 11 Petition Date: June 10, 2009

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Claude C. Lightfoot, Jr., Esq.
                  attorney@claudelightfoot.com
                  Claude C. Lightfoot, Jr. P.C.
                  424 Gravier Street, Third Floor
                  New Orleans, LA 70130
                  Tel: (504) 838-8571
                  Fax: (504) 838-8572

Estimated Assets: $50 million to $100 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Harvest Group                  bill              $2,305,002
Harvest Oil & Gas
Harvest Pipeline
Covington, LA 70433

Madison Realty Capital         bill              $2,100,000
825 Third Avenue
37th Floor
New York, NY 10022

Paul & Carolyn Alonzo          loan              $1,710,800
2 N. Bonita Dr.
Madisonville, LA 70447

Shell Trading Co.              bill              $1,500,000
P O Box 4604
Houston, TX 77210

Paul & Carolyn Alonzo          bond              $950,000

International Turf Applicators                   $880,000
Inc.

Able Building Company          bill              $500,000

Celtech Corporation            bill              $650,000

XYZ Company                    bill              $450,279

Destin Resources               bill              $443,870

Bowles Energy                  bill              $430,741

Enbridge Marketing             bill              $418,260

Ann Arbor Pool Builders        bill              $411,734

Conn Energy                    bill              $308,948

Energy Properties              bill              $284,175

Bridwell Oil Management        bill              $289,413

HIJ Company                    bill              $247,367

ABC Company                    Noble Jet 2007    $230,502

Virgin Offshore                bill              $219,587

Carol Rutherford               loan              $150,000

The petition was signed by C. Paul Alonzo, president.


PHOENIX COYOTES: Jim Balsillie Balks at $100MM Relocation Fee
-------------------------------------------------------------
At a hearing Tuesday at the U.S. Bankruptcy Court for the District
of Arizona, Jim Balsillie disclosed for the first time that the
National Hockey League is asking him to pay a $100 million
relocation fee in connection with his bid to move  the Phoenix
Coyotes to Hamilton, Ontario.

Mr. Balsillie, one of the founders of BlackBerry inventor Research
in Motion Ltd., is unwilling to pay the relocation fee,
Bloomberg's Bill Rochelle reports.

The current owner, Jerry Moyes, provided the team with more than
$300 million until he cut off funding in November.  The NHL is a
creditor for $37 million.  The league contends Mr. Moyes gave up
control when he stopped funding losses in November, compelling the
league to make advances to cover deficits.  The team moved to
Phoenix in 1995.

As reported in the Troubled Company Reporter on June 11, 2009, The
Associated Press reported 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 report, Judge Hon. Redfield T. Baum 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.

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.


PHOENIX COYOTES: Court Wants to See Other Bids for Firm
-------------------------------------------------------
Mike Sunnucks at Phoenix Business Journal reports that the Hon.
Redfield T. Baum of the U.S. Bankruptcy Court for the District of
Arizona wants to see other bids submitted for Phoenix Coyotes.

According to Business Journal, the National Hockey League and city
of Glendale oppose Jim Balsillie's $213 million bid for Phoenix
Coyotes, but Judge Baum said that it was the only offer submitted
to him.  Mr. Balsillie's bid include the transfer of the Coyotes
to Hamilton, Ontario.

Citing the NHL, Business Journal states that four potential
bidders would keep Phoenix Coyotes in Arizona.  The report says
that the bidders are:

     -- Jerry Reinsdorf, owner of baseball's Chicago White Sox and
        the NBA's Chicago Bulls;

     -- Howard Sokolowski and David Cynamon, co-owners of the
        Toronto Argonauts of the Canadian Football League; and

     -- Las Vegas-based businessman John Breslow, who now owns 3%
        of the Coyotes.

Judge Baum said that potential bidders and interested parties do
not constitute a formal offer he can consider, Business Journal
relates.  No formal offer from Mr. Reinsdorf or any other Arizona
ownerships groups have been filed with the Court, Business Journal
states, citing Judge Baum.

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.


POLK SOD SERVICES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Polk Sod Services, Inc.
        5880 SR 544
        Winter Haven, FL 33881

Bankruptcy Case No.: 09-12177

Chapter 11 Petition Date: June 10, 2009

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

Judge: K. Rodney May

Debtor's Counsel: Tanya M. Comparetto, Esq.
                  114 N. Tennessee Ave., Suite 204
                  Lakeland, FL 33801
                  Tel: (863) 686-6883
                  Email: tmcpa1259@cs.com

Total Assets: $1,407,376

Total Debts: $449,736

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

          http://bankrupt.com/misc/flmb09-12177.pdf

The petition was signed by Curtis Pierce.


POPULAR INC: S&P Downgrades Counterparty Credit Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Popular Inc., including lowering the long-term
counterparty credit rating to 'BB-' from 'BB+' and the rating on
the company's preferred shares to 'C' from 'B-', and affirmed the
short-term counterparty credit rating at 'B'.

S&P also lowered its ratings on the company's primary subsidiary,
Banco Popular de Puerto Rico, to 'BB+/B' from 'BBB-/A-3'.  The
outlooks are negative.

The rating downgrade followed management's announcement that it
would suspend dividends on shares of the company's common stock
and on its series A and series B preferred stock.  Management also
announced plans to offer common stock in exchange for its series A
and series B preferred and its trust-preferred securities.

"We believe that these actions reflect increasing pressures on the
company's capital position, operating performance, and liquidity,"
said Standard & Poor's credit analyst Robert Hansen.

S&P forecasts high participation in the planned exchange offer
based on the proposed premium and view favorably the anticipated
increase of nearly $1.2 billion in tangible common equity.
However, S&P expects the bank's continued credit quality
deterioration and the net losses it will likely sustain over
the next several quarters to more than fully offset the positive
implications from the planned exchange offer.

The downgrade also reflects S&P's expectations for continued
bottom-line losses stemming from increasing credit losses and the
associated pressures on capital ratios.  Specifically, S&P expects
that nonperforming assets will continue to rise over the next
several quarters, notably in the construction, mortgage, and
commercial loan portfolios, as S&P sees continued weakness in home
prices, reduced sale activity and continuing difficult economic
conditions in Puerto Rico.

The negative outlook reflects S&P's belief that the rating will
remain under pressure for some time.  If credit quality
deteriorates beyond S&P's current expectations, S&P could lower
the rating further.  However, if the company returns to
profitability because its credit quality improves, then S&P could
raise the ratings, which S&P views as less likely given S&P's
general economic outlook.


PRESIDENTIAL CLUB: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Presidential Club, LLLP
        19600 Presidential Way
        Miami, FL 33179

Bankruptcy Case No.: 09-21399

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Presidential Golf Maintenance Association, Inc.    09-21402

Chapter 11 Petition Date: June 9, 2009

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

Judge: Robert A. Mark

Debtor's Counsel: Matthew I. Kramer, Esq.
                  200 S Biscayne Blvd #2500
                  Miami, FL 33131
                  Tel: (305) 350-7246
                  Email: mkramer@bilzin.com

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

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

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

              http://bankrupt.com/misc/flsb09-21399.pdf

The petition was signed by Michael Baumann, manager of the
Company.


PREVALENCE HEALTH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Prevalence Health, LLC
           fdba Prevalence Health, LLC
           fdba Ted's Meds
        4270 I-55 North, Suite 102
        Jackson, MS 39211

Bankruptcy Case No.: 09-02016

Chapter 11 Petition Date: June 9, 2009

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

Judge: Edward Ellington

Debtor's Counsel: Stephen W. Rosenblatt, Esq.
                  Butler Snow O'Mara Stevens & Cannada PLLC
                  Post Office Box 22567
                  Jackson, MS 39225-2567
                  Tel: (601) 985-4504
                  Fax: (601) 985-4500
                  Email: Steve.Rosenblatt@butlersnow.com

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

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

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

          http://bankrupt.com/misc/mssb09-02016.pdf

The petition was signed by Michael L. Anthony, president of the
Company.


RICHARD MICHAEL: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Richard Michael Brady, Jr.
               Carol Ann Brady
               21 Seaview Avenue
               Monmouth Beach, NJ 07750

Bankruptcy Case No.: 09-24804

Chapter 11 Petition Date: June 9, 2009

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

Debtors' Counsel: Lee D. Gottesman, Esq.
                  509 Main Street
                  PO Box 1508
                  Toms River, NJ 08754-1508
                  Tel: (732) 914-1055
                  Email: lee@ldg-law.com

Total Assets: $7,358,227

Total Debts: $5,879,236

A full-text copy of the Debtor's petition, including a list of
their 21 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/njb09-24804.pdf

The petition was signed by the Joint Debtors.


ROGER J. ABDIN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Roger J. Abdin
        26223 N. 93 Ave
        Peoria, AZ 85383

Bankruptcy Case No.: 09-12848

Chapter 11 Petition Date: June 10, 2009

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

Debtor's Counsel: Ronald J. Ellett, Esq.
                  Ellett Law Offices, P.C.
                  2999 North 44th Street, Suite 550
                  Phoenix, AZ 85018
                  Tel: (602) 235-9510
                  Fax: (602) 235-9098
                  Email: rjellett@ellettlaw.phxcoxmail.com

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

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

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

The petition was signed by Mr. Abdin.


RUSSELL BROTHERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Russell Brothers
        10053 Bath Road
        Byron, MI 48418

Bankruptcy Case No.: 09-33105

Chapter 11 Petition Date: June 9, 2009

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

Judge: Daniel S. Opperman

Debtor's Counsel: Peter T. Mooney, Esq.
                  Simen, Figura & Parker
                  5206 Gateway Centre #200
                  Flint, MI 48507
                  Tel: (810) 235-9000
                  Email: pmooney@sfplaw.com

Total Assets: $760,906

Total Debts: $1,124,694

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

          http://bankrupt.com/misc/mieb09-33105.pdf

The petition was signed by Karl Russell, president of the Company.


SEMGROUP LP: Court Permits Creditors Panel to Examine PwC, Et Al.
-----------------------------------------------------------------
As reported by the Troubled Company Reporter on June 1, 2009, the
Official Committee of Unsecured Creditors of SemGroup L.P.,
SemCrude L.P., and their debtor-affiliates renewed its motion to
conduct examinations under Rule 2004 of the Federal Rules of
Bankruptcy Procedure and direct production of documents to:

  * PricewaterhouseCoopers L.L.P.,
  * Barclays Bank, PLC,
  * Hall, Estill, Hardwick, Gable, Golden & Nelson,
  * Ritchie Capital Management, LLC, and
  * Carlyle/Riverstone Global Energy and Power Fund II, L.P.

PwC and Hall Estill, in separate filings, and J. Aron Company and
Goldman Sachs & Co., in a joint filing, had objected to the
Creditors' Committee's Rule 2004 motion.

In separate filings, Thomas Kivisto and Westback Purchasing Co.,
LLC, join in the objection of Hall, Estill, Hardwick, Gable,
Golden & Nelson, P.C., to the Official Committee of Unsecured
Creditors' request to renew its Rule 2004 Motion.  Mr. Kivisto and
Westback complain that the Creditors' Committee seeks the
production of privileged or protected documents relating to Hall
Estill's representation on their behalf.  Hall Estill provided
legal representation to Mr. Kivisto and certain of his entities,
including Westback, prior to and as of the Petition Date.

In response to the Official Producers' Committee's joinder to the
supplemental motion of the Creditors' Committee, Bank of America,
N.A., complains that the OPC has twice sought to assert the
Debtors' claims against J. Aron & Company, noting that the Court
has also declined the OPC's request twice.  Laurie Selber
Silverstein, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware, counsel to BofA, relates that the Court has
twice found that the OPC's interest in the Debtors' prepetition
transactions with J. Aron are identical to those of all parties
with an interest in the estates, including the Creditors'
Committee.  Accordingly, for the same reasons that the Court
refused the OPC's two previous requests -- including that requests
were premature and contrary to the estates' interest -- the Court
should deny the OPC's Rule 2004 joinder in regard to J. Aron and
Goldman Sachs, Ms. Silverstein asserts.

               Creditors' Committee Responds,
                Producers' Committee Reacts

The Creditors' Committee asserts that it has established good
cause for its motion to revive its Rule 2004 Motion so that the
Court should overrule the objections of PricewaterhouseCoopers,
LLP, Hall Estill, J. Aron & Company, and Goldman Sachs Group.  On
behalf of the Creditors' Committee, Bonnie Glantz Fatell, Esq., at
Blank Rome LLP, in Wilmington, Delaware, complains that PwC's
objection that sought to condition its consent to the Rule 2004
upon the establishment of a document sharing protocol, is
unavailing.  Ms. Fatell points out that the Creditors' Committee
is the only entity that has filed a Rule 2004 Motion against PwC
so that PwC will be required to respond to only one set document
request to in the event the motion is granted.

As with Hall Estill's objection, Ms. Fatell says the Creditors'
Committee has revised the document requests, as originally
proposed, so that the scope, breadth and burden associated with
that proposed document request should be summarily rejected as
moot.  As to Hall Estill's claim of privilege, the issue can be
addressed through the submission of a privilege log, she says.  J.
Aron's and Goldman Sachs's contention that the Creditors'
Committee cannot obtain discovery on account of its involvement in
an adversary proceeding is contradicted by case law, Ms. Fatell
contends.  Courts have allowed Rule 2004 discovery despite of the
existence of an adversary proceeding or a pending litigation when
the scope of the requested Rule 2004 discovery is broader than the
scope of the adversary case or pending litigation, or when the
requesting party is unable to obtain discovery in the pending
proceeding or litigation, Ms. Fatell points out.

The Official Producers Committee, in a separate filing, reacts to
BofA's objection to the supplemental motion compelling J. Aron
and Goldman Sachs to produce certain documents, saying that
BofA's objection is groundless.  BofA said the OPC should not
even see the documents, recounts counsel to OPC, Karen McKinley,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Wilmington, Delaware.  Ms. McKinley points out that while the
Court denied OPC's request to file derivative claims against J.
Aron, the Court did so without prejudice, directing the Debtors to
keep the OPC abreast of the J. Aron investigation and litigation.
The OPC is not even seeking its own 2004 examination, she
emphasizes, pointing out that the OPC is simply asking the Court
to be copied on documents that will be produced by J. Aron and
Goldman pursuant to the Creditors' Committee's request.  The OPC
previously joined in the Creditors' Committee's supplemental
request for J. Aron's and Goldman Sach's production of documents.

Accordingly, the Committees ask the Court to rule against the
objections.

                          *     *     *

The Court granted the Creditors' Committee's Rule 2004 Motion and
directed PricewaterhouseCoopers LLP; Barclays Bank, PLC; Hall,
Estill, Hardwick, Gable, Golden & Nelson; Carlyle/Riverstone
Global Energy and Power Fund II, L.P., Ritchie Capital Management,
LLC, to produce documents relating to their business transactions
and relationships with the Debtors or the Debtors'
representatives.  The Court also directed J. Aron & Company and
the Goldman Sachs Group to produce the documents they provided the
Chapter 11 examiner in the Debtors' cases.

                         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: Producers Committee Seeks Rule 2004 Discovery
----------------------------------------------------------
The Official Producers' Committee renews the motion it filed in
November 2008 for an expedited production of documents by certain
witnesses of SemGroup L.P., SemCrude L.P., and their debtor-
affiliates, and for an examination of those witnesses pursuant to
Rule 2004 of the Federal Rules of Bankruptcy Procedure.

The OPC's prior motion had been scheduled for hearing but was
adjourned on several prior occasions because the Debtors agreed to
work with the OPC to resolve any continued disagreements, relates
Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware.  He says despite the
efforts of the parties, the flow of information the Debtors
provided to the OPC has slowed considerably, and in some cases,
were halted.  In March 2009, the OPC conferred with the Debtors to
resolve the various outstanding information requests, including
information with respect to the Debtors' prepetition crude oil
transactions with J. Aron & Company, BP Oil Supply Company,
ConocoPhillips Company.

The OPC's information request would also include, among others:

  (a) information and documents concerning the Debtors' proposed
      business plan forming the basis of its plan of
      reorganization;

  (b) an analysis, with supporting documents, for the enterprise
      value for the Debtors' Plan;

  (c) an analysis of the adequate protection afforded to the
      Producers, including an analysis of the current state of
      that adequate protection and how the protection would be
      impacted y the Debtors' proposed Plan;

  (d) information and analysis of the cash held at SemGroup
      level, and the beginning balance and all cash transfers
      between each Debtor and SemCrude L.P., Eaglwing L.P., and
      SemGas L.P. and their subsidiaries from the filing date
      until the present.

  (e) the Debtors' reconciliation of all set-off claims related
      to amounts due the SemCrude estate, including the
      supporting documents;

  (f) a list of funds held in suspense by Debtors at the owner
      level detail;

  (g) a status report on claims resolution;

  (h) a detailed schedule of bank debts and how it is calculated
      and allocated among members of the bank group;

  (i) certain missing borrowing base reports and supporting
      schedules;

  (j) an explanation and supporting documents regarding build-up
      in prepetition intercompany payables by Eaglwing,
      including a description of the components the payables;

  (k) an explanation of the $22 million variance between the
      Eaglwing scheduled obligations and the amount reported by
      Plains Marketing L.P. in its motion for a final
      settlement, and all supporting documents; and

  (l) a list of employees and professionals with knowledge of
      these information.

The OPC also asks the Court for authority to issue subpoenas to
the Debtors and their professionals for formal deposition, when
necessary.  Mr. Pernick says informal exchange of information has
not worked in the original Rule 2004 Motion.

                         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 Okays SemStream's Settlement With Koch Supply
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the settlement between SemStream, L.P., and Koch Supply & Trading,
L.P., in connection with a sales agreement and certain trading
agreements between the parties, after the parties agreed on
revised form of order and a letter agreement signed by Terrence
Ronan, chief executive officer of SemGroup G.P., L.L.C.

The Letter Agreement, which the Debtors' counsel, Ian Connor
Bifferato, Esq., at Bifferato LLC, in Wilmington, Delaware, filed
prior to entry of the order, indicated that the other SemGroup
Debtors agreed to waive their claims related to the transactions
between SemStream and KS&T.

KS&T will pay SemStream $1,386,990 in full satisfaction for all
amounts owed by KS&T to SemStream, the Court ruled.

As reported by the Troubled Company Reporter on May 20, 2009,
before its bankruptcy filing, SemStream delivered propane to KS&T
under the Sales Agreement for which KS&T owes $926,100.  Also, the
parties determined that KS&T owes SemStream $460,890 after mutual
set-off of obligations under the Trading Agreements.  Thereafter,
after a review of its records and the calculations accompanying
KS&T's Claim No. 4602, SemStream believes that KS&T owes it an
aggregate $1,386,990 under the Sales Agreements and Trading
Agreements.

                         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: Can Tap Russell Reynolds as Executive Search Advisors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
SemGroup L.P. and its debtor-affiliates to employ Russell Reynolds
Associates, Inc., as executive search advisors nunc pro tunc to
May 5, 2009.

The Troubled Company Reporter reported on June 1, 2009, that the
Official Producers' Committee asked the Court to deny the Debtors'
request because until the Debtors are able to file a facially
confirmable plan, it is premature for them to be hiring
professionals focused on post-emergence matters.  Karen McKinley,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Wilmington, Delaware, noted that it is not yet clear if the
Debtors can confirm a plan, noting that the plan proposed by the
Debtors is premised on payment of $155 million in administrative
claims only, although scheduled Section 503(b)(9) claims alone
aggregate $295 million.

The Troubled Company Reporter disclosed on May 20, 2009, that
SemGroup L.P., SemCrude L.P., and their debtor affiliates, in
preparation for the filing of their Chapter 11 plan of
reorganization, formed a SemGroup Executive Search Committee --
consisting of three members of the DIP Lenders' steering committee
and two members of the Official Committee of Unsecured Creditors
-- to assist the Debtors in identifying individuals who will serve
as chief executive officer, chief financial officer, and members
of a six-person board of directors of the ultimate parent company,
SemGroup Companies.  For the contemplated services, the Debtors
will pay Russell Reynolds:

   (a) a flat fee of $300,000 for its successful search of a CEO;

   (b) a $150,000 flat fee for a successful search of a CFO;

   (c) a $390,000 flat fee for recruiting six members of the
       HoldCo board of directors.  If more than six directors are
       appointed, the Debtors will pay the firm $60,000 for each
       additional director appointed;

   (d) a $7,500 flat cost recovery for each of the three searches
       to cover search-related expenses that are difficult to
       allocate to individual projects; and

   (e) reimbursement for reasonable out-of-pocket expenses
       incurred in connection with the search.

                         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)


SHOPPES AT SILVER: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Shoppes at Silver Spring, LP
        6499 Carlisle Pike
        Carlisle, PA 17055

Bankruptcy Case No.: 09-04454

Chapter 11 Petition Date: June 10, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham and Chernicoff PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809
                  Email: rec@cclawpc.com

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

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

A list of the Company's 3 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/pamb09-04454.pdf

The petition was signed by Eric Cremo, president of the Company.


SILVER SPOONS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Silver Spoons Investment & Development Company
           fka Silver Spoons Yogurt & Ice Cream Company
        19186 Valley Blvd.
        Bloomington, CA 92316

Bankruptcy Case No.: 09-22780

Chapter 11 Petition Date: June 10, 2009

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

Judge: Sheri Bluebond

Debtor's Counsel: Fred M. Cohen, Esq.
                  8480 Red Oak Ave
                  Rancho Cucamonga, CA 91730
                  Tel: (909) 484-5481
                  Fax: (909) 948-0686
                  Email: fmcbktaxlaw@hotmail.com

Total Assets: $1,103,100

Total Debts: $365,000

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

The petition was signed by Khalid Fakhoury, president of the
Company.


SMURFIT-STONE: Has Until Sept. 23 to File Plan of Reorganization
----------------------------------------------------------------
Judge Brendan L. Shannon of the United States Bankruptcy Court for
the District of Delaware has extended Smurfit-Stone Container
Corp. and its debtor-affiliates' exclusive period to file a plan
or plans of reorganization to September 23, 2009, and their
exclusive period to solicit and obtain acceptances of that plan to
November 23, 2009.

As previously reported, the Debtors' Exclusive Plan Filing Period
was set to expire on May 26, 2009, and their Plan Solicitation
Period was set to expire on July 25, 2009.  The judge's order is
without prejudice to the Debtors' right to ask further extensions
of the Exclusive Periods.

Before the judge entered the Order, the Official Committee of
Unsecured Creditors told the Court that the Debtors have been
working cooperatively with the Committee towards a successful
emergence from Chapter 11 and the Committee supports the Debtors
in their request to extend the Exclusive Periods.  Robert S.
Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, also certified that as of May 15, 2009,
there were no objections to the Debtors' request.

                      John Murphy as New CFO

In a regulatory filing with the Securities and Exchange
Commission, Craig A. Hunt, Smurfit-Stone Container Corporation's
senior vice president, secretary, and general counsel, disclosed
that effective May 18, 2009, Charles A. Hinrichs resigned as
senior vice president and chief financial officer of SSCC.

To replace Mr. Hinrichs, SSCC appointed John R. Murphy to the
position of senior vice president and chief financial officer.
Mr. Murphy previously served as the president and chief executive
officer of Accuride Corporation, a North American manufacturer and
supplier of commercial vehicle components from October 2007 until
September 2008.  From January 2007 until October 2007, Mr. Murphy
held the position of president and chief financial officer of
Accuride.  Mr. Murphy previously served as Accuride's president
and chief financial officer from February 2006 until December
2006, and as Accuride's executive vice president fir finance and
chief financial officer from March 1998 until January 2006.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Seeks Court Approval to Sell Fullerton Property
--------------------------------------------------------------
Smurfit-Stone Container Corp. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
authority to sell a property located at 1424 S. Raymond Avenue, in
Fullerton, California, free and clear of all liens and
encumbrances, to Western Realco LLC for $8,250,000 or to any other
bidder who presents a higher and better offer pursuant to certain
bidding procedures.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
submits that the Fullerton Property is no longer being used in the
Debtors' business operations.  He notes that the Fullerton
Property currently costs the Debtors more than $25,000 per month,
including maintenance costs and property taxes.

The Fullerton Property is the former site of a box manufacturing
plant that was part of the Debtors' Container Division.  However,
the Debtors closed the plant in June 2008 and determined that it
would be in their best interests to sell the Fullerton Property.
The Fullerton Property is 14.91 acres and currently contains
approximately 192,500 S.F. of existing structures, plus several
concrete loading platforms, all of which require demolition.

Mr. Conlan says that the Debtors marketed the Fullerton Property
through Grubb & Ellis Company in 2008 and through their efforts,
three groups submitted bids -- with Western Realco as the highest
bidder.  However, as the investment and credit climate changed,
Western Realco decreased its offer and the two other prospective
buyers lost interest in the Fullerton Property.

Subsequently, the Debtors entered into a purchase and sale
agreement with Western Realco.  The Agreement provides that
Western Realco will purchase the Fullerton Property for
$8,250,000 in cash or immediately available funds.  Western
Realco has deposited $500,000 in immediately available funds in
escrow.  Mr. Conlan tells the Court that the Proposed Sale will
close within 15 days after the Court's approval.  The Purchase
Price will be deposited into escrow in cash or other immediately
available funds, which will be delivered to the Debtors at the
date that a grant deed conveying the Fullerton Property is
recorded in the Official Records of Orange County, California.  In
addition to the terms embodied in the Agreement, the Parties have
agreed that if the Court does not approve the Proposed Sale by
July 10, 2009, Western Realco may at any time thereafter, in its
sole and absolute discretion, terminate the Agreement.

In the event that there are overbids and Western Realco is not the
Successful Bidder, Western Realco may terminate the Agreement if
the sale of the Fullerton Property to the Successful Bidder does
not close within 15 days after the Court's approval.  Otherwise,
the Agreement will remain open until 48 hours after the closing of
the sale to a successful bidder.  Moreover, if an initial
successful bidder fails to consummate the sale, the Parties have
agreed that the closing deadline in the Agreement would be
extended until 15 days after the Debtors notify Western Realco
that it's bid is the new Successful Overbid.  If Western Realco
exercises its right to terminate the Agreement, the termination
will be made in writing, and the Initial Deposit will be refunded
in full to Western Realco within five business days of the
Debtor's receipt of the termination.

A full-text copy of the proposed bidding procedures is available
for free at: http://bankrupt.com/misc/SmurfFullBidProcs.pdf

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Court Okays Employment of Grubb & Ellis as Broker
----------------------------------------------------------------
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, relates that after Smurfit-Stone Container
Corp. and its debtor-affiliates submitted their application to
employ Grubb & Ellis Company as their real estate broker, they
received comments from the Official Committee of Unsecured
Creditors.

Accordingly, the Debtors revised the proposed order submitted
together with the Application to reflect that the Debtors are
required to expend all service credits in the payment of any fees
earned by Grubb & Ellis prior to their payment in cash, except
that the Debtors may reserve an initial cache of $60,000 service
credits to pay certain administrative fees -- estimated at
approximately $5,000 per month owed to Grubb & Ellis.  In
addition, the Debtors also specified in the Revised Proposed Order
that the services provided by Grubb & Ellis will not be
duplicative of those provided by The Levin Group LP,
PricewaterhouseCoopers LLP, Studley, Inc., or Lazard Freres & Co.
LLC.

A blackline version of the Revised Proposed Order is available for
free at:  http://bankrupt.com/misc/GrubbEllisPropOrd.pdf

                         *     *     *

Subsequently, Judge Brendan L. Shannon of the United States
Bankruptcy Court for the District of Delaware signed the Revised
Proposed Order.

As reported by the Troubled Company Reporter on May 14, 2009, the
Debtors sought the Court's authority to employ Grubb & Ellis as
their real estate broker in connection with matters related to the
sale, lease, acquisition, or renegotiation of existing leases for
the Debtors' manufacturing real estate assets throughout the
United States and Canada, nunc pro tunc to February 27, 2009.
Grubb & Ellis is one of the largest real estate services and
investment companies worldwide with more than 130 owned and
affiliated offices.  Specifically, the Debtors need Grubb & Ellis
to perform commercial real estate brokerage and consulting
services relating to:

   * acquisitions, including, without limitation, lease
     acquisitions, lease renewals/renegotiations and property
     sales, pursuant to a process involving market studies, RFP
     solicitations and evaluation and leases and contract
     negotiations;

   * dispositions, including, without limitation, subleases,
     sale/leasebacks, lease buyouts and property sales, pursuant
     to a process involving market studies, RFP so1icitations,
     evaluation and lease/sublease/contract negotiations,
     including, without limitation, these specific services:

        (a) preparation of marketing plans;

        (b) preparation of broker's opinion of value;

        (c) copying, management and tabulation of information
            pertaining to the Debtors' properties, including
            information from the Debtors' existing paper property
            files, in paper and electronic form, on databases and
            software programs providing direct access by the
            Debtors;

        (d) provision of written quarterly status reports; and

        (e) preparation of marketing strategies and timelines.

The Debtors will pay Grubb & Ellis a commission in accordance with
the customary prevailing rates in the market where the specific
property is located.  However, all commissions received by Grubb &
Ellis will be capped at eight percent of the total value of the
acquisition, lease extension, renegotiation, or sale.  In
addition, if Grubb & Ellis receives a commission above a certain
threshold amount, the Debtors will be entitled to certain service
credits equal to 25% of any commission in excess of $10,000
received by Grubb & Ellis for representing the Debtors in
connection with any acquisition or sale transaction.

Grubb & Ellis will indemnify and hold the Debtors harmless from
and against any claim, actions, demands, damages or expenses,
including court costs and reasonable attorneys fees; to the extent
arising out of the actions or dealings of Grubb & Ellis' personnel
and directly or indirectly out of:

   (a) any claim for commission in connection with any
       acquisition or disposition with respect to which Grubb &
       Ellis provided services;

   (b) any claim of fraud, or negligent or intentional
       misrepresentation;

   (c) any negligence of Grubb & Ellis' personnel; or

   (d) any claim for commission by any co-broker or permitted
       sub-agent.

Shawn Mobley, executive vice president and managing director of
Grubb & Ellis, assured the Court that his firm does not hold or
represent any interest adverse to the Debtors' estates, and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SPC SENIOR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: SPC Senior Managment LLC
           dba Park Creek Center
        10064 North Church Drive
        Parma Heights, OH 44130

Bankruptcy Case No.: 09-15269

Chapter 11 Petition Date: June 10, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Frederic P. Schwieg, Esq.
                  Attorney at Law
                  2705 Gibson Dr
                  Rocky River, OH 44116-3008
                  Tel: (440) 499-4506
                  Email: fschwieg@schwieglaw.com

Estimated Assets: $0 to $50,000

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

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

         http://bankrupt.com/misc/ohn09-15269.pdf

The petition was signed by Larry Childs, member of the Company.


SPORTSMAN'S WAREHOUSE: Proposes Incentive Pay for Key Employees
---------------------------------------------------------------
Sportsman's Warehouse Inc. asks the U.S. Bankruptcy Court to
approve a restructuring-based incentive and retention pay to 33 of
its officers and other employees.

The Company proposes to pay $198,000 to its top 8 executives in
bonuses dependent on how much unsecured creditors realize from the
Chapter 11 plan, Bloomberg's Bill Rochelle reports.  If creditors
take home 10% percent or less, the executives receive nothing.
Should unsecured creditors see 10% to 20%, the executives will
earn half the bonus pool. The bonuses will be paid in full once
unsecured creditors' recovery reaches 30%.

Twenty-five workers are to receive $213,000 in bonuses if the U.S.
Bankruptcy Court for the District of Delaware approves the bonus
incentive plan at a June 24 hearing.

The Court has set a hearing for June 24 to consider the approval
of Sportsman's Warehouse disclosure statement.  The plan proposes
giving unsecured creditors a share of available cash, a four-year
note payable out of excess cash flow, and a waiver of claims the
company could bring to recover so-called preferences.  To qualify,
an unsecured creditor must agree to provide 30 days' trade credit
after the emergence from Chapter 11.  If an unsecured creditor
doesn't provide credit, it will only receive a sharing in the cash
flow note and could be sued to give back payments received within
90 days of bankruptcy.  Existing stock will be canceled. The new
stock will go to a plan sponsor who invests $5 million. The plan
sponsor was not named in the original draft disclosure statement.

Headquartered in Midvale, Utah, Sportsman's Warehouse, Inc. --
http://www.sportsmanswarehouse.com/-- and its affiliates sell
indoors and outdoor gears and equipment.  The Companies filed for
Chapter 11 bankruptcy protection on March 20, 2009 (Bankr. D.
Delaware Bankr. Case No. 09-10990).  Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher assists the Companies in their
restructuring efforts.  Kurtzman Carson Consultants is the
Company's claims agent.  The Company listed assets of
$436 million against debt totaling $452 million as of Dec. 31,
2008.


SUNGARD DATA: Amendment on Loan Won't Affect Fitch's 'B' Rating
---------------------------------------------------------------
Fitch's ratings and Negative Outlook on SunGard Data Systems,
Inc., are unaffected by the company's amendment and extension of
its secured credit facilities.  Fitch currently rates SunGard:

  -- Issuer Default Rating 'B';

  -- $4.7 billion senior secured term loan due 2014 and 2016 'BB-
     /RR2';

  -- $829 million senior secured revolving credit facility (RCF)
     due 2011 and 2013 'BB-/RR2';

  -- $250 million 4.875% senior notes due 2014 'B/RR4';

  -- $1.6 billion 9.125% senior unsecured notes due 2013 'B-/RR5';

  -- $500 million 10.625% senior unsecured notes due 2015 'B-
     /RR5';

  -- $1 billion 10.25% senior subordinated notes due 2015
     'CCC/RR6'.

On June 9, SunGard amended the senior secured credit agreement
governing its $4.7 billion term loan (including the $4.2 billion
original term loan and $500 million incremental term loan) and
$1 billion RCF.  The amended terms include the: i) extension of
the maturity of approximately $2.7 billion of the original term
loan to 2016 from 2014; ii) reduction of the RCF to $829 million
from $1 billion and extension of the expiration of $580 million of
capacity to 2013 from 2011; iii) relaxation of financial
covenants, including a 0.75 times (x) increase in maximum total
leverage beginning Q4'10 and onward and an increase in maximum
capex from $450 million to $475 million beginning 2014; iv)
resetting the basket for acquisition of non-guarantor
subsidiaries, including foreign subsidiaries, to $325 million; and
v) increased flexibility around refinancing options for the term
loan and RCF.

The amendments reduce intermediate-term refinancing risk by
spreading SunGard's maturity schedule through 2016, a modest
positive in Fitch's view.  The previous maturity schedule was
highly concentrated in 2013-2014, with more than 75% of total debt
maturing during this period.  Fitch also views the relaxation of
the leverage covenant positively, given the resultant reduced risk
of EBITDA declines leading to covenant breaches over the medium
term, a concern previously raised by Fitch.  However, Fitch
believes the increased flexibility for acquisitions provided by
the looser financial covenant and increased carve-out for
international acquisitions could drive a somewhat more aggressive
use of cash and/or debt for acquisitions over the medium term,
potentially reducing the focus on debt reduction.  Additionally,
the increased pricing and fees associated with the amendment will
further reduce free cash flow, which Fitch already expects to be
under pressure due to lower operating profits.  Fitch expects that
free cash flow could decline to $150 million-$200 million in 2009,
compared with over $300 million in recent years.

While the aforementioned developments are a net positive, the
Negative Outlook primarily reflects Fitch's expectations of
meaningful declines in organic revenue and EBITDA at SunGard's
Financial Systems segment through at least 2009.  Aside from
weaker customer demand, Fitch believes revenues and profitability
will be negatively affected by increased pricing pressure upon
contract renewal and a reduction of the customer base due to
anticipated consolidation.  Over the longer term, Fitch believes
that the heightened degree of uncertainty around the size and
profile of the financial services industry represents an
additional source of ratings pressure.  Operating profits from
Higher Education (HE), Public Sector and, to a lesser extent,
SunGard's Availability Services businesses, are also expected to
decline in 2009, reducing these businesses' ability to offset
expected declines in FS.  Such profitability declines could drive
leverage outside of Fitch's expectations for the ratings category,
as well as pressure free cash flow.

Total debt at March 31, 2009 was $8.6 billion and consisted
primarily of: $4.7 billion of senior secured term loans, of which
approximately $2 billion expires 2014 and $2.7 billion expires
2016; approximately $225 million drawn under the senior secured
RCF expiring 2011 and 2013; $250 million outstanding under the
company's new on-balance accounts receivable securitization
facility (the facility was increased by $66.5 million subsequent
to quarter end); approximately $250 million of 4.875% senior notes
due 2014, which are secured by real property; $1.6 billion of
9.125% senior unsecured notes due 2013; $500 million of 10.625%
senior unsecured notes due 2015 and $1 billion of 10.25% senior
subordinated notes due 2015.

Fitch believes SunGard's current liquidity position is sufficient,
given the company's minimal near-term debt service needs.  Pro
forma for the amendments, liquidity as of March 31, 2008 consisted
of $491 million of cash and approximately $604 million available
under its $829 million RCF, of which $249 million expires 2011 and
$580 million expires 2013.  Liquidity is also supported by annual
free cash flow, which as previously mentioned, is expected to
decline to $150 million-$200 million in 2009, driven by lower
operating profits and higher interest expense associated with the
term loan and RCF.


SUNGARD DATA: S&P Affirms Corporate Credit Rating at 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on SunGard Data Systems Inc.  S&P also
assigned a 'BB' issue rating to SunGard's $2.7 billion tranche B
secured term loan maturing Feb. 28, 2016, and to the $580 million
secured revolving credit facility maturing May 11, 2013.  S&P
assigned a recovery rating of '1' to the debt, indicating the
prospect for very high (90%-100%) recovery in the event of a
payment default.

"The rating affirmation and stable outlook reflect Wayne, Pa.-
based SunGard's highly leveraged financial profile and somewhat
acquisitive growth strategy," said Standard & Poor's credit
analyst Martha Toll-Reed.  Although the amendments to the senior
credit facility will help to smooth SunGard's debt maturity
profile and provide more covenant flexibility in the out years,
the near-term impact on its financial profile is negligible.
Added Ms. Toll-Reed, "These factors are partially offset by
SunGard's strong position in the fragmented market for investment-
support processing software and services and its large share of
the disaster-recovery/business-continuity services market."


TERRY PAINTER: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Terry Painter
        104 Monterey Drive
        Medford, OR 97504

Bankruptcy Case No.: 09-62997

Chapter 11 Petition Date: June 8, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley III

Debtor's Counsel: John Putnam Pries, Esq.
                  860 Olive St.
                  Eugene, OR 97401
                  Tel: (541) 343-0684
                  Email: notice@johnprieslaw.com

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

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

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

             http://bankrupt.com/misc/orb09-62997.pdf

The petition was signed by Terry Painter.


THOMPSON RESIDUARY: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Thompson Residuary Investors, LLC
        c/o Stephen A. Wexler
        8230 Leesburg Pike, Suite 610
        Vienna, VA 22182

Bankruptcy Case No.: 09-14594

Chapter 11 Petition Date: June 9, 2009

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

Debtor's Counsel: James M. Lewis, Esq.
                  Rees Broome, P.C.
                  8133 Leesburg Pike, 9th floor
                  Vienna, VA 22182
                  Tel: (703) 790-1911
                  Fax: (703) 848-2530
                  Email: jlewis@reesbroome.com

Total Assets: $8,424,900

Total Debts: $9,314,743

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

          http://bankrupt.com/misc/vae09-14594.pdf

The petition was signed by CRSC, LLC by Stephen A. Wexler.


TOUSA INC: Creditors Committee Sues Former Directors
----------------------------------------------------
The official committee of unsecured creditors of Tousa Inc. and
its debtor affiliates has filed an adversary complaint in the U.S.
Bankruptcy Court for the Southern District of Florida against the
company's former directors and the company's majority shareholder
Technical Olympic, S.A.  The Committee alleges that the defendants
caused the debtor subsidiaries to incur over $500 million in debt
so that TOUSA Inc. and TOUSA Homes LP could repay an old debt for
which the debtor subsidiaries were never liable.

The debtor subsidiaries are comprised of all direct and indirect
subsidiaries of TOUSA in these Chapter 11 cases, except Homes LP,
Engle Sierra Verde P5, LLC, Engle/Gilligan LLC and Beacon Hill at
Mountain's Edge LLC.

The Committee says the director defendants breached their
fiduciary duties by, among other things, acting solely in the
interest of TOUSA and shareholders of TOUSA in failing to
investigate and inform themselves properly of the effect of the
transaction on the debtor subsidiaries and their creditors.

These breaches occurred, the Committee adds, when the debtor
subsidiaries were "either insolvent or were in the zone of
insolvency."

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No.
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRIBUNE COMPANY: Beatty Asks Court to Lift Stay on D. Tracy Suit
----------------------------------------------------------------
Actor Warren Beatty asks the U.S. Bankruptcy Court for the
District of Delaware to let his lawsuit against Tribune Media
Services, Inc., a unit of bankruptcy newspaper publisher Tribune
Company, over movie and television rights to comic strip character
Dick Tracy to proceed, claiming that a district court in
California is the best forum for the dispute.

Mr. Beatty filed the motion with the Bankruptcy Court on Tuesday.
Mr. Beatty asked the Hon. Kevin J. Carey to lift the automatic
stay to allow him to proceed with the California lawsuit.  The
California case is Warren Beatty v. Tribune Media Services, Inc.,
et al., 08-07662.

On December 8, 2008, Tribune Company, et al. filed for Chapter 11.
As a result of Tribune's bankruptcy, the California lawsuit was
stayed.

Notwithstanding the existence of Mr. Beatty's lawsuit, on
March 19, 2009, Tribune Media commenced an action against Mr.
Beatty in the Bankruptcy Court to recover motion picture and
television rights to the Dick Tracy comic strip character.  On
May 8, 2009, Mr. Beatty filed a motion to dismiss the complaint
for improper venue and lack of personal jurisdiction.  The motion
is pending before the Bankruptcy Court.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TWELVE OAKS: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Twelve Oaks JV, LLC
        c/o Lee Katz
        333 Sandy Springs Circle
        Atlanta, GA 30328

Bankruptcy Case No.: 09-74960

Chapter 11 Petition Date: June 10, 2009

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

Debtor's Counsel: Cameron M. McCord, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: cmccord@joneswalden.com

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

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

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

         http://bankrupt.com/misc/ganb09-74960.pdf

The petition was signed by Lee Katz.


UAL CORP: Weak Credit Profile Cues Fitch to Junk Issuer Rating
--------------------------------------------------------------
Fitch Ratings has downgraded the debt ratings for UAL Corp. and
its principal operating subsidiary United Airlines, Inc.:

UAL

  -- Issuer Default Rating (IDR) to 'CCC' from 'B-'.

United

  -- IDR to 'CCC' from 'B-';

  -- Secured bank credit facility (Term Loan and Revolving Credit
     Facility) to 'B+/RR1' from 'BB-/RR1';

  -- Senior unsecured debt to 'C'/RR6 from 'CCC'/RR6.

The credit facility rating applies to approximately $1.3 billion
of term loan debt, and the unsecured rating applies to
approximately $876 million of outstanding convertible notes.
Fitch no longer maintains a Rating Outlook for UAL and United.

The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.  Despite preliminary
signs of a moderation of year-over-year deterioration in passenger
yields and revenue per available seat mile in April, the revenue
picture appeared to worsen again in May as H1N1 flu concerns
depressed industry bookings further.  Although domestic leisure-
oriented demand is holding up reasonably well as the recession
continues, passenger yield and RASM trends in premium business
travel markets will likely improve only slowly as the economy
strengthens somewhat moving into 2010.

Fitch expects United's operating results and free cash flow
generation to remain weak through the remainder of the year,
largely as a result of its heavy exposure to premium business
markets that have seen the steepest declines in passenger yields
and RASM following the rapid pull-back in corporate travel
spending that accelerated late in 2008 and into the first quarter
of 2009.  Trans-Atlantic and trans-Pacific RASM trends are
expected to be especially weak this summer as carriers discount
seats aggressively to maintain good load factors on a lower
available seat mile capacity base.  Even in domestic markets,
revenue pressure is likely to continue on higher-yielding trans-
continental routes where United has significant exposure.  In
spite of the early and significant rationalization of capacity
undertaken by United and the rest of the industry in 2008, unit
revenue pressure has remained intense this year as the full impact
of the global recession on premium travel demand has become clear.

Passenger RASM declines in excess of 19% reported by both
Continental and US Airways for the month of May suggest that the
industry revenue environment is not stabilizing in line with other
consumer spending and macroeconomic indicators.  Rather, Fitch is
increasingly concerned that a continuation of weak revenue
patterns through the summer could erode much of the industry's
cash flow generation potential for 2009.  For United, with a large
presence in the weakest business markets, Fitch believes that a
slow second-half revenue recovery scenario could drive full-year
passenger RASM declines of more than 10%.

United's free cash flow outlook, while supported by the recent
reduction of its full-year capital spending plan to $350 million
from $450 million, has been pressured significantly by the ongoing
revenue softness.

Factoring in only a slow moderation of unit revenue deterioration
in the second half of the year, Fitch believes that United could
report substantially negative free cash flow for the final three
quarters of 2009.  While negative free cash flow margins will
improve significantly over 2008, Fitch believes that internal cash
generation alone will not be sufficient to prevent an erosion of
the carrier's unrestricted liquidity position by year end.

Despite the absence of near-term aircraft capital commitments,
United does face steady and heavy debt maturities that will
require the carrier to generate positive free cash flow over time.
As of April 21, 2009, United reported scheduled maturities of debt
and capital leases totaling $655 million for the final three
quarters of 2009.  Even if revenue trends stabilize late in the
year, the airline faces over $1 billion in scheduled debt and
capital lease principal payments next year, raising the
probability of a deepening liquidity crisis.  Looking beyond 2010,
the airline must meet scheduled debt maturities of $869 million in
2011.  Given its heavy fixed financing obligations, and in light
of the carrier's poor near-term cash flow generation capacity,
Fitch views United's highly-leveraged capital structure as
unsustainable in the absence of a sharp turnaround in industry
operating fundamentals.

Substantial year-over-year fuel cost savings continue to offset
much of the intense revenue pressure that has been felt in the
first half of the year.  Despite the recent run-up in energy
prices, with crude oil topping $70 per barrel by early June,
United will realize significant cash savings this year.  Based on
current futures prices, Fitch estimates that United could realize
over $3.5 billion in full year fuel expense reduction in addition
to cash savings linked to the return of cash collateral held by
fuel hedge counter-parties.  United indicated in April that it
expected $940 million of the $965 million in fuel hedge collateral
posted as of year-end 2008 to be returned by the end of this year.
During the first quarter alone, lower fuel hedge collateral drove
$395 million in operating cash inflows (offset in part by
$286 million in outflows tied to net changes of fuel derivatives
and related pending settlements).  As United's fuel hedge position
diminishes through the remainder of the year, the carrier's fuel
expenses will become more closely tied to changes in the spot
price of jet fuel.

Liquidity was supplemented by extensive capital raising activity
in the first quarter and some positive operating cash flow swings
linked to hedge collateral changes, proceeds from the amendment of
an airport lease agreement and normal seasonal increases in the
air traffic liability.  Total unrestricted cash of $2.5 billion as
of March 31, 2009 represented approximately 13% of latest twelve
months revenues.  In addition to cash on hand, management has
indicated that an estimated $1.7 billion in remaining unencumbered
assets could be used to improve liquidity in the future.  However,
since much of the unencumbered asset base (e.g., older aircraft
and engines) cannot be easily monetized, Fitch believes that
United may have difficulty raising a large amount of new capital
over the near-term as credit market conditions remain very tight.

The need to comply with credit facility financial covenants,
suspended for four quarters after United negotiated an amendment
with lenders during the 2008 fuel crisis, resumes in the current
quarter.  With respect to the most binding EBITDAR fixed charge
coverage covenant, the airline must meet a 1.0 times (x) coverage
requirement for the three months ending June 30, 2009.  The
requirement steps up to 1.1x for the six months ending Sept. 30,
2009 and 1.2x for the nine months ending Dec. 31, 2009.  As
defined in the credit facility agreement, calculated EBITDAR in
the fixed charge ratio's numerator is adjusted for a number of
special items, including frequent flyer revenue items.  By
definition, the calculation includes GAAP fuel expense, which
captures the impact of fuel hedge gains as hedge collateral is
returned.  Fixed charges in the denominator are defined as cash
interest payments plus cash aircraft rents.  This figure excludes
non-cash items such as those associated with the recent accounting
change related to the treatment of convertible debt.

Given its extremely high lease-adjusted leverage, United has no
flexibility to finance new aircraft over the near-term, and its
no-growth fleet and capacity plan reflects a need to de-lever the
balance sheet before any new aircraft capital spending can occur.
Reports of United's interest in the initiation of a widebody order
competition between Boeing and Airbus, in Fitch's view, reflect a
longer-term need to replace aging widebody aircraft over the next
several years.  As a result, this development has no short-term
implications for United's credit profile or ratings.  Successful
financing of such a large multi-year order, in Fitch's opinion,
would require a significant improvement in United's credit profile
and the industry operating environment.

A downgrade of the IDR to 'CC' or 'C' could follow in a scenario
where United's unrestricted liquidity approaches $1.5 billion
later this year or in 2010.  Liquidity pressure of this magnitude
could result from a further deterioration of demand and unit
revenue trends in the second half of the year.  A material energy
price shock, while less likely, could also pressure cash flow
further and drain cash from the airline.


UNITED AIRLINES: Fitch Junks Issuer Default Rating
--------------------------------------------------
Fitch Ratings has downgraded the debt ratings for UAL Corp. and
its principal operating subsidiary United Airlines, Inc.:

UAL

  -- Issuer Default Rating (IDR) to 'CCC' from 'B-'.

United

  -- IDR to 'CCC' from 'B-';

  -- Secured bank credit facility (Term Loan and Revolving Credit
     Facility) to 'B+/RR1' from 'BB-/RR1';

  -- Senior unsecured debt to 'C'/RR6 from 'CCC'/RR6.

The credit facility rating applies to approximately $1.3 billion
of term loan debt, and the unsecured rating applies to
approximately $876 million of outstanding convertible notes.
Fitch no longer maintains a Rating Outlook for UAL and United.

The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.  Despite preliminary
signs of a moderation of year-over-year deterioration in passenger
yields and revenue per available seat mile in April, the revenue
picture appeared to worsen again in May as H1N1 flu concerns
depressed industry bookings further.  Although domestic leisure-
oriented demand is holding up reasonably well as the recession
continues, passenger yield and RASM trends in premium business
travel markets will likely improve only slowly as the economy
strengthens somewhat moving into 2010.

Fitch expects United's operating results and free cash flow
generation to remain weak through the remainder of the year,
largely as a result of its heavy exposure to premium business
markets that have seen the steepest declines in passenger yields
and RASM following the rapid pull-back in corporate travel
spending that accelerated late in 2008 and into the first quarter
of 2009.  Trans-Atlantic and trans-Pacific RASM trends are
expected to be especially weak this summer as carriers discount
seats aggressively to maintain good load factors on a lower
available seat mile capacity base.  Even in domestic markets,
revenue pressure is likely to continue on higher-yielding trans-
continental routes where United has significant exposure.  In
spite of the early and significant rationalization of capacity
undertaken by United and the rest of the industry in 2008, unit
revenue pressure has remained intense this year as the full impact
of the global recession on premium travel demand has become clear.

Passenger RASM declines in excess of 19% reported by both
Continental and US Airways for the month of May suggest that the
industry revenue environment is not stabilizing in line with other
consumer spending and macroeconomic indicators.  Rather, Fitch is
increasingly concerned that a continuation of weak revenue
patterns through the summer could erode much of the industry's
cash flow generation potential for 2009.  For United, with a large
presence in the weakest business markets, Fitch believes that a
slow second-half revenue recovery scenario could drive full-year
passenger RASM declines of more than 10%.

United's free cash flow outlook, while supported by the recent
reduction of its full-year capital spending plan to $350 million
from $450 million, has been pressured significantly by the ongoing
revenue softness.

Factoring in only a slow moderation of unit revenue deterioration
in the second half of the year, Fitch believes that United could
report substantially negative free cash flow for the final three
quarters of 2009.  While negative free cash flow margins will
improve significantly over 2008, Fitch believes that internal cash
generation alone will not be sufficient to prevent an erosion of
the carrier's unrestricted liquidity position by year end.

Despite the absence of near-term aircraft capital commitments,
United does face steady and heavy debt maturities that will
require the carrier to generate positive free cash flow over time.
As of April 21, 2009, United reported scheduled maturities of debt
and capital leases totaling $655 million for the final three
quarters of 2009.  Even if revenue trends stabilize late in the
year, the airline faces over $1 billion in scheduled debt and
capital lease principal payments next year, raising the
probability of a deepening liquidity crisis.  Looking beyond 2010,
the airline must meet scheduled debt maturities of $869 million in
2011.  Given its heavy fixed financing obligations, and in light
of the carrier's poor near-term cash flow generation capacity,
Fitch views United's highly-leveraged capital structure as
unsustainable in the absence of a sharp turnaround in industry
operating fundamentals.

Substantial year-over-year fuel cost savings continue to offset
much of the intense revenue pressure that has been felt in the
first half of the year.  Despite the recent run-up in energy
prices, with crude oil topping $70 per barrel by early June,
United will realize significant cash savings this year.  Based on
current futures prices, Fitch estimates that United could realize
over $3.5 billion in full year fuel expense reduction in addition
to cash savings linked to the return of cash collateral held by
fuel hedge counter-parties.  United indicated in April that it
expected $940 million of the $965 million in fuel hedge collateral
posted as of year-end 2008 to be returned by the end of this year.
During the first quarter alone, lower fuel hedge collateral drove
$395 million in operating cash inflows (offset in part by
$286 million in outflows tied to net changes of fuel derivatives
and related pending settlements).  As United's fuel hedge position
diminishes through the remainder of the year, the carrier's fuel
expenses will become more closely tied to changes in the spot
price of jet fuel.

Liquidity was supplemented by extensive capital raising activity
in the first quarter and some positive operating cash flow swings
linked to hedge collateral changes, proceeds from the amendment of
an airport lease agreement and normal seasonal increases in the
air traffic liability.  Total unrestricted cash of $2.5 billion as
of March 31, 2009 represented approximately 13% of latest twelve
months revenues.  In addition to cash on hand, management has
indicated that an estimated $1.7 billion in remaining unencumbered
assets could be used to improve liquidity in the future.  However,
since much of the unencumbered asset base (e.g., older aircraft
and engines) cannot be easily monetized, Fitch believes that
United may have difficulty raising a large amount of new capital
over the near-term as credit market conditions remain very tight.

The need to comply with credit facility financial covenants,
suspended for four quarters after United negotiated an amendment
with lenders during the 2008 fuel crisis, resumes in the current
quarter.  With respect to the most binding EBITDAR fixed charge
coverage covenant, the airline must meet a 1.0 times (x) coverage
requirement for the three months ending June 30, 2009.  The
requirement steps up to 1.1x for the six months ending Sept. 30,
2009 and 1.2x for the nine months ending Dec. 31, 2009.  As
defined in the credit facility agreement, calculated EBITDAR in
the fixed charge ratio's numerator is adjusted for a number of
special items, including frequent flyer revenue items.  By
definition, the calculation includes GAAP fuel expense, which
captures the impact of fuel hedge gains as hedge collateral is
returned.  Fixed charges in the denominator are defined as cash
interest payments plus cash aircraft rents.  This figure excludes
non-cash items such as those associated with the recent accounting
change related to the treatment of convertible debt.

Given its extremely high lease-adjusted leverage, United has no
flexibility to finance new aircraft over the near-term, and its
no-growth fleet and capacity plan reflects a need to de-lever the
balance sheet before any new aircraft capital spending can occur.
Reports of United's interest in the initiation of a widebody order
competition between Boeing and Airbus, in Fitch's view, reflect a
longer-term need to replace aging widebody aircraft over the next
several years.  As a result, this development has no short-term
implications for United's credit profile or ratings.  Successful
financing of such a large multi-year order, in Fitch's opinion,
would require a significant improvement in United's credit profile
and the industry operating environment.

A downgrade of the IDR to 'CC' or 'C' could follow in a scenario
where United's unrestricted liquidity approaches $1.5 billion
later this year or in 2010.  Liquidity pressure of this magnitude
could result from a further deterioration of demand and unit
revenue trends in the second half of the year.  A material energy
price shock, while less likely, could also pressure cash flow
further and drain cash from the airline.


WESTERN SUPPLY CORP.: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Western Supply Corporation
           dba Western Tool
           dba Western Tool Supply
        PO Box 13466
        Salem, OR 97309

Bankruptcy Case No.: 09-63009

Chapter 11 Petition Date: June 9, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Albert E. Radcliffe

Debtor's Counsel: Howard M. Levine, Esq.
                  1000 SW Broadway #1400
                  Portland, OR 97205
                  Tel: (503) 243-1637
                  Email: howard@sussmanshank.com

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

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

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

             http://bankrupt.com/misc/orb09-63009.pdf

The petition was signed by Kevin Kiker, president of the Company.


WILLIAM LYON: Moody's Affirms Corporate Family Rating at 'Caa2'
---------------------------------------------------------------
Moody's Investors Service affirmed William Lyon's corporate family
rating of Caa2 and changed its probability of default rating to
Caa2/LD from Ca, following the company's announcement that its
tender offer, which was extended to all of its senior noteholders
on April 13, 2009, had expired on June 5, 2009.  Subsequent to the
offer, approximately $53 million (or 11%) of William Lyon's
outstanding senior notes were tendered at substantial discounts to
par.  These transactions, considered together, constitute a
distressed exchange and a limited default by Moody's definition.
The LD designation signifies a limited default and also
incorporates Moody's expectations of additional tender offers or
open market transactions at substantial discounts to par over the
next twelve months.  After approximately three business days,
Moody's will remove the LD designation consistent with Moody's LGD
(loss given default) framework.

The senior unsecured notes were restored to their pre-tender offer
rating level of Caa3.  The instrument-level ratings and loss given
default rates (listed below) were revised in accordance with
Moody's LGD framework and reflect William Lyon's capital structure
on March 31, 2009, pro forma for the announced results of the
tender offer.  The outlook remains negative.

The Caa2 corporate family rating reflects Moody's expectation that
the company's cash flow from operations in 2009, in its strictest
sense (i.e., without any boost from tax refunds), is likely to be
only breakeven at best.  In addition, covenant compliance is
expected to be challenging if impairments and operating losses
continue apace, which is what Moody's Corporate Finance Group is
projecting for 2009, especially in light of the company's heavy
concentration in California and lesser concentrations in Arizona
and Nevada.  Debt leverage, while reduced to 78.9% as a result of
the recent tender offer, is likely to trend higher as impairment
charges continue to take their toll.  Furthermore, the company's
lot supply, at greater than seven years, is at the higher end of
the industry average while all six of the company's separate bank
credit facilities expire in various months during 2009.

Going forward, the ratings could come under additional pressure if
the company were to begin generating substantial negative free
cash flow, were to require, but be unable to attain, additional
covenant relief, or were unable to renew more than a token amount
of its bank credit facility.  The outlook and ratings could
benefit if the company were to begin generating substantial free
cash flow, managed to staunch the operating losses before
impairments, and began reducing debt leverage on a sustained
basis.

These ratings were affected:

  -- Corporate family rating, affirmed at Caa2;

  -- Probability of default rating, changed to Caa2/LD from Ca;

  -- Senior unsecured notes rating, changed to Caa3 (LGD5, 72%)
     from C (LGD5, 84%).

Moody's most recent announcement concerning the ratings for
William Lyon Homes was on April 16, 2009, at which time Moody's
lowered its probability of default rating to Ca from Caa2
following the company's announcement on April 13, 2009, that it
had commenced a cash tender whereby it would spend up to a maximum
of $40 million to purchase a portion of its outstanding senior
notes by May 8, 2009.

Begun in 1956 and headquartered in Newport Beach, California,
William Lyon Homes designs, builds, and sells single family
detached and attached homes in California, Arizona and Nevada.
Consolidated homebuilding revenues and net income including
charges for the twelve months ended March 31, 2009 were
approximately $458 million and $(180) million, respectively.


* Berger Singerman Gets Top Ranking in Chambers USA 2009 Guide
--------------------------------------------------------------
Berger Singerman has been ranked among the top rated law Florida
firms in Chambers USA 2009 America's Leading Business Lawyers in
the bankruptcy/restructuring category.  Chambers' researched
rankings and editorials are referred to extensively by general
counsel and other purchasers of legal services worldwide who
consider Chambers assessments when choosing counsel.

This is the sixth consecutive year in which the firm has received
a first tier rating for its bankruptcy and reorganization practice
and has been included in the guide.

Berger Singerman shareholders Brian Gart, Jordi Guso, Brian Rich,
Paul Steven Singerman, and Arthur Spector also received individual
recognitions.  Paul Steven Singerman received a star ranking, the
highest ranking given by Chambers USA.

"Inclusion in Chambers USA is based on feedback from both clients
and other attorneys, and it is a true honor to receive this
recognition," said Berger Singerman.  "I am extremely proud of the
talent and passionate commitment to client service of our entire
team."

This is the sixth annual Chambers USA guide of the best law firms
and lawyers published by the illustrious London-based Chambers &
Partners.  Chambers & Partners publishes similar U.K. and Global
guides which are widely respected.  Research is conducted via in-
depth telephone interviews with clients and with attorneys, each
one lasting about half an hour.  The qualities on which the
rankings are assessed include technical legal ability,
professional conduct, client service, commercial
awareness/astuteness, diligence, commitment, and other qualities
most valued by the client.

Berger Singerman is a Florida business law firm with more than 60
attorneys working out of offices in Boca Raton, Fort Lauderdale,
Miami and Tallahassee.  Members of the firm have expertise in many
areas of commercial law, including banking, creditors' rights,
business reorganization, bankruptcy, corporate & securities,
dispute resolution and litigation, white collar crime, real
estate, environmental and land use, health care, tax, estate
planning, and probate.


* Focus Management Group Is Finalist in Turnaround Atlas Awards
---------------------------------------------------------------
Focus Management Group has been selected as a finalist in the
Global M&A Network's Turnaround Atlas Awards in two categories,
including Turnaround Consulting Practice of the Year.

Focus was also recognized as a finalist in the Food & Beverage
Sector Deal of the Year category for its role as Chief
Restructuring Officer to Archway and Mother's Cookie Company,
Inc., a leading producer of cookies in the United States.  A Focus
team, led by Managing Director Jeffrey Granger, led the Company
through a rapid Chapter 11 bankruptcy filing and prepared the
entity for its subsequent sale in just 75 days, thereby preserving
the value of the enterprise to the new buyer.

The M&A Atlas Awards program spotlights and honors leaders,
significant transactions, sought-after dealmakers and outstanding
institutions in the turnaround and bankruptcy management, mergers
and acquisitions, alternative investing and related industry
participants.  The winners will be announced at an awards gala
dinner on June 22, 2009, at Hotel Allegro in Chicago, IL.

"Focus Management Group is very proud to be recognized by the
Global M&A Network for our accomplishments," said J. Tim Pruban,
President of Focus Management Group.  "Our firm has experienced
unprecedented growth in the past year, and the success of the
Archway engagement demonstrated the expertise of our firm's
professionals in business restructuring and bankruptcy
management."

Focus Management Group -- http://www.focusmg.com/-- provides
nationwide professional services in turnaround management,
insolvency proceedings, business restructuring and operational
improvement with a senior-level team of 120 professionals.
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Cleveland, Greenwich, Los Angeles and Nashville, the firm provides
a full portfolio of services to distressed companies and their
stakeholders, including secured lenders and equity sponsors.


* Getzler Henrich Forms Affiliation With Prolman Associates
-----------------------------------------------------------
Turnaround firm Getzler Henrich & Associates LLC has formed a
strategic affiliation with Prolman Associates.  Prolman will
provide GH&A with an enhanced national presence through increased
West Coast exposure as well as added diversity of expertise in
corporate growth and restructuring.  The affiliation provides
Prolman, regionally headquartered in San Diego, with GH&A's
national presence in the turnaround and restructuring arena, and a
depth of expertise in many industries on a national scale.  In
addition to San Diego, Prolman has offices in Los Angeles, and
Irvine CA and has been in operation since 1987.

"Prolman's disciplined methodologies and approaches to problem
solving processes are a great complement to our extensive track
record in operations restructuring, financial restructuring,
bankruptcy advisory services, and performance improvement," said
Bill Henrich, vice chairman of Getzler Henrich.  David Prolman,
president of Prolman Associates added, "Getzler Henrich's
admirable reputation and national name recognition within our
industry presents us the opportunity to provide clients with
unparalleled service and expertise.  We are looking forward to
working together."

Mr. Henrich said, "In addition to Prolman's many years of
corporate restructuring experience with services that parallel
those of Getzler Henrich, this affiliation allows access for all
of Getzler Henrich's clients to Prolman's hallmark "Corporate
Growth Management" services.  Prolman's signature delivery of
'Accelerating Execution in Urgent Times' is particularly
appropriate in the current economic environment."

Prolman's Corporate Growth management services include the Firm's
WorkSmart, and Accelerating Change and Transition as well as Lean
and Six Sigma processes.  These are processes providing "A set of
disciplines and approaches for business of all sizes in any
industry".  The company includes 25 restructuring and corporate
growth professionals, with expertise across industries including
specializations in the retail sector and quick service & casual
dining restaurants.

"Prolman's highly collaborative team is committed as we are to
providing our clients with value creation and performance
improvement," said Joel Getzler, vice chairman of Getzler Henrich.
"Combined, our people and services enable us to offer our clients
best practices in all our specialty areas," he added.

Getzler Henrich & Associates LLC -- http://www.getzlerhenrich.com
-- founded in 1968, is one of the nation's oldest and most
respected names in middle market corporate turnaround and
restructuring.  Having successfully restructured thousands of
companies throughout the U.S., Latin America and Asia, the firm
has grown to provide a broad array of services for both distressed
and healthy companies in the areas of restructuring and
turnarounds, lean manufacturing, sales and marketing strategy, M&A
integration, technology systems evaluation and implementation and
customer-focused environment creation.

Long respected for its results-oriented approach, Getzler Henrich
deploys rapid, pragmatic decision making and metrics-driven
implementation services for its clients.  With years of experience
in executive-level positions at major corporations, and a broad
range of advisory expertise, Getzler Henrich professionals have
consistently and successfully guided companies through crises and
growth phases with this methodology.

Working with a wide range of companies, including publicly-held
firms, private corporations, and family-owned businesses, Getzler
Henrich expertise spans more than fifty industry sectors, from
'old economy' manufacturing and distribution businesses, to 'new
economy' technology and service firms.


* Matthew Salerno Joins McDonald Hopkins' Cleveland Office
----------------------------------------------------------
Matthew A. Salerno has joined the Cleveland office of McDonald
Hopkins LLC as a member in the firm's Business Restructuring
Department.  Mr. Salerno adds to the strength of the Department,
which is one of the largest and most sophisticated bankruptcy and
restructuring practices in the Great Lakes region.

Mr. Salerno counsels clients in diverse industries including
manufacturing, automotive and real estate.  He represents parties
in Chapter 11 bankruptcy proceedings; corporate reorganizations
and workouts; state-related insolvency proceedings, and various
commercial matters.  Mr. Salerno works with debtors, creditors'
committees and trustees in Chapter 11 bankruptcies; sellers and
buyers in distressed business dispositions and acquisitions;
court-appointed receivers; and businesses in commercial actions.

"We are very pleased that Matt has rejoined our restructuring
team," said Shawn M. Riley, Co-Chair of the firm's Business
Restructuring Department.  "Our bankruptcy and restructuring
expertise is needed more than ever during these challenging times
and Matt further strengthens our depth in this area," Mr. Riley
said.

Mr. Salerno received his Juris Doctor from Case Western Reserve
University School of Law and a Bachelor of Arts degree with honors
from The Ohio State University.  He serves as the Chairman of the
Lake Erie Swimming Board of Review, is a member of the Hawken
School Alumni Board; and is adjunct faculty at Case Western
Reserve University School of Law.


* BOOK REVIEW: Crafting Solutions for Troubled Businesses:
               A Disciplined Approach to Diagnosing and
               Confronting Management Challenges
-----------------------------------------------------------------
Authors: Stephen J. Hopkins and S. Douglas Hopkins
Publisher: Beard Books
Hardcover: 314 pages
List price: $74.95
Review by John F. Wall

So, the first thing to do when dealing with a troubled business is
to find the guilty and lop someone's head off! Don't be so quick
to react, advise co-authors Stephen J. Hopkins and S. Douglas
Hopkins in their thoughtful, well-researched book, Crafting
Solutions for Troubled Businesses.

The father-son team of Steve and Doug Hopkins are principals of
Kestrel Consulting, LLC, a firm they founded in March 2004.  Each
has more than 25 years of experience working with troubled
businesses and providing turnaround advisory and interim
management services.  Steve got his first taste of a troubled
business when, as CFO of an 80-year-old chemical company, Bill
Nightingale of Nightingale & Associates assisted him in taking the
company through a Chapter 11 filing.  The company subsequently
emerged from bankruptcy with payment in full to all creditors.
Steve then joined Nightingale, staying for 23 years and serving
initially as a principal and eventually as president from 1994 to
2000.  Doug began working at Nightingale in 1978 as a part-time
resource for special projects.  After working in this capacity for
10 years, Steve joined Nightingale full time in the late 1980s and
became a principal in 1994.  Both Steve and Doug have served in
various C-level roles in troubled companies, including CEO, CFO,
COO, and CRO.

To write this book, the Hopkinses drew upon their vast experience
in dealing with troubled companies.  They took 100 of the largest
projects they have been involved in and applied a "disciplined
analysis" to diagnose problem situations and produce successful
outcomes.  These projects -- helpfully set apart by shaded boxes -
- demonstrate the authors' theories and methods in dealing with
troubled businesses.  The authors also analyze some well-known
cases like Enron, WorldCom, and Sunbeam to help the reader connect
the dots in a very real sense and use the book for actionable
advice.

The book is divided into five parts: 1) Conceptual Approach and
Key Issues, 2) Managing the Crisis, 3) The Diagnosis Process, 4)
Alternatives and Action Plans, and 5) Lessons Learned in 100
Completed Assignments.  Each part has multiple chapters expanding
on these themes, and each chapter concludes with a recap of what
was discussed.  For speed readers and the time crunched, these
recaps are an excellent way of extracting from the book the
essence of what the authors are advocating.

So what about lopping off that head?  The authors contend that
management's role is much less pivotal than is commonly believed.
The real issue when working with a troubled business is
determining the viability of the business.  To do that, the
underlying causes must be identified at different stages of the
corporate lifecycle.  The authors categorize troubled businesses
as Undisciplined Racehorses, Overburdened Workhorses, and Aging
Mules.  Only through a step-by-step diagnosis can the core
problems be dealt with.

Pursuing a turnaround may not always be a viable and, in fact, in
only one-third of the 100 cases the authors worked on did the
company achieve a true operational turnaround.

Crafting Solutions for Troubled Businesses should be on the must-
read list of anyone involved in dealing with, consulting for, or
operating a troubled business.

John Wall is a Managing Director of NachmanHaysBrownstein, Inc.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***