TCR_Public/090615.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 15, 2009, Vol. 13, No. 164

                            Headlines

2601 ASSOCIATES: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Union Balks at Closure of 2 Alabama Mills
ADVANTA CORP: Seeks to Commence Securitization Deals
AGA MEDICAL: Moody's Retains Review on 'B2' Corporate Rating
AL BASKIN: JOB Investments Has $3.6MM Stalking Horse Bid

ALL FAITH'S CHRISTIAN: Case Summary & 7 Largest Unsec. Creditors
ALOHA AIRLINES: To Pay $5.5MM in Settlement Pact With Labor Dept
AMERICAN HOUSING: Voluntary Chapter 11 Case Summary
AMSTERDAM MEMORIAL: PBGC Assumes 60% Funded Pension Plan
ANCHOR BLUE: U.S. Trustee Balks at Levi Strauss Sale Proposal

ASG CONSOLIDATED: S&P Downgrades Corporate Credit Rating to 'B'
ASYST TECHNOLOGIES: Can't File Quarterly Report on Time
ASYST TECHNOLOGIES: Files Schedules & Statements
AVIS BUDGET: Bank Debt Trades Near 20% Off in Secondary Market
AVIZA TECH: Faces Delisting from NASDAQ after Bankruptcy Filing

BANK OF AMERICA: CEO Defends Merrill Lynch Deal Before Congress
BENDER SHIPBUILDING: Sent to Chapter 7 by 3 Creditors
BLOCKBUSTER INC: Bank Debt Trades at 23% Off in Secondary Market
BRITIANNIA BULK: Voluntary Chapter 15 Case Summary
BROMWELL'S TFP: Case Summary & 12 Largest Unsecured Creditors

BUILDERS FIRSTSOURCE: S&P Junks Corporate Credit Rating From 'B-'
CAESARS ENTERTAINMENT: S&P Raises Subordinated Debt Issues to CCC-
CALLIDUS DEBT: Moody's Downgrades Ratings on Secured Notes
CAROLYN FRAME: Case Summary & 20 Largest Unsecured Creditors
CHARTER COMMUNICATIONS: Bank Debt Trades at 11% Discount

CHARTER COMMUNICATIONS: Balks at Goodell Class Certification
CHEMTURA CORP: Inks Settlement Agreements on Antitrust Fines
CHRYSLER LLC: Dealers May Advertise at iBidMotors for Free
CHRYSLER LLC: Defends Dealer Cuts Before Congress
CRESCENT RESOURCES: Can Borrow $35MM Portion of DIP Facility

CONSTELLATION ENERGY: Moody's Reviews Ba1 Sub. Debentures Rating
COOPER COS: S&P Gives Stable Outlook on Expected Revenue Growth
CRESCENT RESOURCES: Chapter 11 Filing Cues S&P to Junk Rating
DANA CORP: Bank Debt Trades at 44% Off in Secondary Market
DANIEL BACANER: Case Summary & 20 Largest Unsecured Creditors

DELPHI FINANCIAL: Moody's Affirms 'Ba1' Preferred Shelf Rating
DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market
DOCTORS HOSPITAL: Securitization Trust Was "Initial Transferee"
E*TRADE FINANCIAL: Board Selects Kenneth Griffin as Citadel CEO
EDGAR MILES: Case Summary & 13 Largest Unsecured Creditors

EDRA BLIXSETH: Accused of Fraud by Ex-Husband
EJ'S SHOES: To Drop Under-Performing Shoe Stores
ENERGY HOLDINGS: Fitch Affirms 'BB' Senior Unsecured Debt Rating
FENWAL INC: S&P Affirms Corporate Credit Rating at 'B'
FILENE'S BASEMENT: Rewinds Auction; Men's Wearhouse Drops Offer

FONTAINEBLEAU LAS VEGAS: Receives Approval of First-Day Motions
FORD MOTOR: Won't Issue Additional Equity, Says CEO
GENERAL GROWTH: Court Okays Weil Gotshal's Engagement as Counsel
GENERAL GROWTH: Court Okays Kirkland & Ellis Hiring as Co-Counsel
GENERAL GROWTH: Can Tap AlixPartners as Restructuring Advisors

GENERAL GROWTH: Can Hire Miller Buckfire as Financial Advisor
GENERAL GROWTH: Hires Jenner & Block as Special Litigation Counsel
GENERAL GROWTH: Creditors Committee Wants Akin Gump as Counsel
GENERAL GROWTH: Pershing Square Discloses 7.5% Equity Stake
GENERAL GROWTH: Lenders Demand Non-Default Contract Rate

GENERAL MOTORS: Dealers May Advertise at iBidMotors for Free
GENERAL MOTORS: Defends Dealer Cuts Before Congress
GENERAL MOTORS: Swapalease.com Reports Increase in Demand in May
GEORGIA GULF: Bank Debt Trades at 18% Off in Secondary Market
GOLF CLUB: Involuntary Chapter 11 Case Summary

GOTTSCHALKS INC: Has More Than 40 Properties to Dispose
HARRAH'S ENTERTAINMENT: S&P Raises Corp. Credit Rating to 'CCC+'
HARRAH'S OPERATING: S&P Raises Corp. Credit Rating to 'CCC+'
HARTMARX CORP: Creditors Sue Banks Over $12MM Lease Settlement
HAWKER BEECHCRAFT: Bank Debt Trades at 34% Off in Secondary Market

HAYES LEMMERZ: Can't File Form 10-Q on Time, Expects Wider Loss
HAYES LEMMERZ: Court Orders U.S. Trustee to Appoint Retiree Panel
HERCULES OFFSHORE: Moody's Downgrades Corp. Family Rating to 'B2'
INNOPRIZE III LLC: Case Summary & 9 Largest Unsecured Creditors
ISLE OF CAPRI: June 10 Earnings Won't Affect S&P's 'B' Rating

JENNIFER CHAN: Case Summary & 15 Largest Unsecured Creditors
JOEL ATIENZA: Case Summary & 18 Largest Unsecured Creditors
JOURNAL REGISTER: Teamsters Pension Fund Balks at Chapter 11 Plan
JUANCITO LLC: Chapter 7 Trustee to Auction Liquor License
KB TOYS: Former Directors Balk at Panel's Derivative Claim

KINGSWAY FINANCIAL: S&P Withdraws 'B-' Counterparty Credit Rating
KNIGHT-CELOTEX: Forced Into Chapter 7 Bankruptcy
LANDSOURCE COMMUNITIES: Court OKs Barclays' $140MM Backstop Deal
LANDSOURCE COMMUNITIES: Court Extends DIP Maturity to July 31
LANDSOURCE COMMUNITIES: Creditors Panel Seeks Collateral Valuation

LANDSOURCE COMMUNITIES: Creditors Panel Challenges Lenders' Liens
LANDSOURCE COMMUNITIES: Gets $39.25MM Offer for Washington Square
LANDSOURCE COMMUNITIES: Pachulski Bills $307K for 4 Months' Work
LATE NIGHT: Case Summary & 20 Largest Unsecured Creditors
LEAR CORP: Bank Debt Trades at 28% Discount in Secondary Market

LEHMAN BROTHERS: Court Okays Loan Pay-Off Pacts With 44th Street
LEHMAN BROTHERS: Court Okays Letter Agreement With Deutsche Bank
LEHMAN BROTHERS: Wants to Hire Pachulski Stang as Special Counsel
LEHMAN BROTHERS: LBI Trustee Delivers 1st Interim Status Report
LEHMAN BROTHERS: Court Denies DnB NOR Bank's Lift Stay Request

LEHMAN BROTHERS: SunTrust Withdraws Request to Probe Offerings
LEHMAN BROTHERS: Contests UPRS's Request to Recover $5 Million
LEHMAN BROTHERS: Neuberger Berman Wants Currency Claim Settled
LEHMAN BROTHERS: Ceradyne & Western Digital Seek Damages Recovery
LEHMAN BROTHERS: LB 2080 Kalakaua Files Schedules & Statement

LEHMAN BROTHERS: Two Former Clients Sue to Recover Securities
LIBBEY INC: S&P Puts 'B' Corporate Rating on CreditWatch Negative
MACY'S INC: To Open Fresno, Visalia Stores After Acquiring Leases
MANITOWOC CO: Bank Debt Trades Near 9% Off in Secondary Market
MARRIOTT INTERNATIONAL: Moody's Cuts Preferred Debt Shelf to 'Ba2'

METRO-GOLDWYN-MAYER: Bank Debt Trades at 44% Discount
MGM MIRAGE: Tender Offer for Senior Notes Maturing in 2009 Expires
MICHAEL VICK: Has Until July 2 to Present Plan to Pay Creditors
MILACRON INC: PBGC to Assume Pension Plan, Which Is 45% Funded
MIS AMIGOS: Voluntary Chapter 11 Case Summary

MOMENTIVE PERFORMANCE: Issues Final Result of Senior Notes Offers
NAVISTAR INT'L: Completes $45-Mil. Purchase of Monaco Assets
NEIMAN MARCUS: Bank Debt Trades at 22% Off in Secondary Market
NEWPAGE CORP: S&P Downgrades Corporate Credit Rating to 'B-'
NOBLE INTERNATIONAL: Court Okays $6.25MM DIP Financing

OSCIENT PHARMACEUTICALS: Discontinues Sales Force Promotion
PACIFIC ETHANOL: Committee Taps K&L Gates as Lead Counsel
PACIFIC ETHANOL: Proposes FTI Consulting as Financial Advisors
PARK-OHIO INDUSTRIES: Moody's Confirms Corp. Family Rating to 'B3'
PATRICIA CAMPBELL-JAMES: Case Summary & 7 Largest Unsec. Creditors

PEACH HOLDINGS: Moody's Downgrades Corporate Family Rating to 'C'
POLAROID CORP: Unsecured Creditors File Liquidating Plan
POPULAR INC: Moody's Cuts Unit's Primary Servicer Rating
PRIMUS TELECOM: Court Confirms Plan; To Exit Chapter 11 by July 1
QBIT CORPORATION: Case Summary & 20 Largest Unsecured Creditors

RASAQ HASSAN: Case Summary & 20 Largest Unsecured Creditors
REALTY AMERICA: Proposes Reed & Elmquist as Bankruptcy Counsel
REALTY AMERICA: Wants Schedules Deadline Moved to June 17
RIVER WOODS: Wants to Hire Foley Freeman as Bankruptcy Counsel
SEMGROUP LP: Reaches Settlement With SemEuro & BNP Paribas

SEMGROUP LP: Seeks Court Approval of Ogden Lease Termination Pact
SILICON GRAPHICS: Changes Name to Graphics Properties Holdings
SIMMONS COMPANY: PwC Raises Going Concern Doubt
SIMMONS COMPANY: Likely to Restructure Debt in Bankruptcy
SIX FLAGS: Files for Chapter 11 Bankruptcy in Delaware

SIX FLAGS: Case Summary & 20 Largest Unsecured Creditors
SIX FLAGS: Bank Debt Trades at 22% Off in Secondary Market
SMURFIT-STONE: Court Approves Evergreen & Travelers Surety Bonds
SMURFIT-STONE: Court Approves Zurich Insurance Agreement
SMURFIT-STONE: Court Approves Settlement Pact With Southeast Fuels

SMURFIT-STONE: Georgia-Pacific & GNN Seek $1 Million in Damages
SMURFIT-STONE: Sidley Austin Bills $2.7MM for 1st Quarter Services
SMURFIT-STONE: 4 Creditors Transfer Claims Aggregating $356,410
SOUTHERN PINES: Creditors Meeting on July 2
SPARKS REGIONAL: Moody's Does Not Take Action on 'Caa1' Rating

SUN-TIMES MEDIA: Settlement With Shareholders Gets Court Approval
THE LOEB-NORTON RANCH: Case Summary & 3 Largest Unsec. Creditors
THEATER XTREME: JC Int'l Acquires Trademark and IP Assets
TIMOTHY BOWMAN: Voluntary Chapter 11 Case Summary
TOM'S FOODS: PBGC Seeks $3MM Recovery on Behalf of Pension Plan

TOWN CENTER PLAZA: Case Summary & 18 Largest Unsecured Creditors
TRANSMERIDIAN EXPLORATION: Wants June 24 Hearing to Consider Sale
TRIBUNE CO: Bank Debt Trades at 65% Off in Secondary Market
TROPICANA ENTERTAINMENT: Court OKs Casino & Resort Sale to Lenders
UNIVISION COMMUNICATIONS: Tender Offer Won't Move Moody's Rating

US FOODSERVICE: Bank Debt Trades at 28% Off in Secondary Market
US MORTGAGE: Former President Pleads Guilty to $139MM Fraud Scheme
VICTORIA CANEN: Case Summary & 20 Largest Unsecured Creditors
VISTEON CORP: Bank Debt Trades at 61% Off in Secondary Market
VISTEON CORP: Tex Instruments Says It Has No Contract With Debtor

WR GRACE: Court Resets Phase I Pretrial Conference to June 18
WR GRACE: Fails to Get Requisite 2/3 Votes From Unsec. Creditors
WR GRACE: Insurers Insist Plan Is Unconfirmable
WR GRACE: Says Remaining Objections Unfounded

* 22 Mintz Levin Attorneys Named Leaders in Their Fields for 2009
* Chadbourne Three International Partners in Moscow Office

* NADA Welcomes Congressional Oversight of Dealership Closures
* Perkins Coie Named Among Top Firms in Chambers USA

* BOND PRICING -- For the Week From June 8 to 12, 2009

                            *********

2601 ASSOCIATES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 2601 Associates LLC
        4825 S. LeClaire
        Chicago, IL 60638

Bankruptcy Case No.: 09-21255

Chapter 11 Petition Date: June 11, 2009

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

Judge: John H. Squires

Debtor's Counsel: Thomas W. Drexler, Esq.
                  Law Office of Thomas W. Drexler
                  77 W Washington, Suite 1910
                  Chicago, IL 60602
                  Tel: (312) 726-7335
                  Fax: (312) 263-0430
                  Email: drexler321@aol.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 Michael C. Giorango.


ABITIBIBOWATER INC: Union Balks at Closure of 2 Alabama Mills
-------------------------------------------------------------
A union representing maintenance employees at Bowater Alabama
LLC's Westover sawmill and Goodwater planer facilities has
conveyed objections to AbitibiBowater Inc.'s proposal to close the
two facilities.

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
has objected to AbitibiBowater Inc. contends that Bowater Alabama
is bound by federal labor law to negotiate with the union
regarding the effects of the shutdown.

The union said it takes no position on whether the permanent
closure and decommission of the facilities is an "ordinary course"
transaction within the meaning of Section 363(c) of the Bankruptcy
Code or an appropriate exercise of business judgment under Section
363(b) of the Bankruptcy Code.  The union says, however, that
Abiti's motion must be denied to the extent that it seeks to
relieve the Debtors of their obligations under the collective
bargaining agreements, federal labor law and the Worker Adjustment
and Retraining Notification Act.  Under the WARN Act, an employer
generally may not order a "mass layoff" unless the employer
provides at least 60 days notice of the layoff.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates
27 pulp and paper facilities and 34 wood products facilities
located in the United States, Canada, the United Kingdom and South
Korea.  Marketing its products in more than 90 countries, the
Company is also among the world's largest recyclers of old
newspapers and magazines, and has more third-party certified
sustainable forest land than any other company in the world.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Abitibibowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ADVANTA CORP: Seeks to Commence Securitization Deals
----------------------------------------------------
Advanta Corp. has been expecting that its securitization
transactions would begin early amortization in June 2009 based on
the securitization trust's performance for the May monthly period.
As part of an overall plan to limit the Company's credit loss
exposure, in connection with the expected early amortization of
the securitization transactions, the Company closed all of its
customer accounts to future use effective May 30, 2009.

On June 10, 2009, Advanta Business Receivables Corp., a wholly-
owned subsidiary of the Company, reported with the Securities and
Exchange Commission that an early amortization event has occurred
for the Advanta Business Card Master Trust.

The AdvantaSeries Excess Spread Amount for the May Monthly Period
was negative and caused the average Excess Spread Amount for the
preceding three Monthly Periods to be negative, resulting in an
AdvantaSeries Pay Out Event of the AdvantaSeries Supplement.  As a
result of the occurrence of this AdvantaSeries Pay Out Event,
beginning on the June 22, 2009 Payment Date, principal on the
outstanding AdvantaSeries Notes will become payable pursuant to,
and in accordance with, the terms of the Indenture.  As of the
date of this filing, the aggregate outstanding principal amount of
the AdvantaSeries Notes is $3,670,000,000.

Payments of principal to the Advanta Series Noteholders will only
occur to the extent of available collections allocated to the
AdvantaSeries and will be subject to the terms of the Indenture,
including, among other things, the subordination provisions.

Beginning on June 1, 2009 and subject to the terms of the
Indenture, all ABCMT principal collections that are allocated to
the AdvantaSeries are being deposited by the Servicer into the
Collection Account for payment to the AdvantaSeries Noteholders.
The AdvantaSeries Notes are obligations of ABCMT and are not
obligations of Advanta Business Receivables Corp, Advanta Bank
Corp., the Company or any of their affiliates.

Collections of Finance Charge and Administrative Receivables
allocated to the AdvantaSeries are being deposited by the Servicer
into the Collection Account and, to the extent available, will
continue to be used to make payments of interest on the
AdvantaSeries Notes and other payments in accordance with the
terms of the Indenture.

                        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.


AGA MEDICAL: Moody's Retains Review on 'B2' Corporate Rating
------------------------------------------------------------
Moody's commented that the ratings of AGA Medical Corporation,
including the B2 corporate family rating, will remain on review
for downgrade following the Company's first quarter results and
the release of the latest version of the S-1 filing.

The prior rating action was on March 11, 2009, when the ratings
were placed under review for possible downgrade.

AGA Medical Corporation is a manufacturer of nitinol-based
occlusion devices for the treatment of cardiovascular defects and
peripheral vascular disease.  The Company had approximately
$175 million in revenues for the 12-month period ending March 31,
2009.


AL BASKIN: JOB Investments Has $3.6MM Stalking Horse Bid
--------------------------------------------------------
Chicago Tribune reports that JOB Investments LLC has offered to
buy Al Baskin Co., dba Mark Shale, out of bankruptcy for
$3.6 million.

Court documents say that the bid from JOB Investments will be the
stalking horse offer, or the opening price in the auction for Al
Baskin.  According to Chicago Tribune, JOB Investments' bid
includes the $2 million it agreed to lend to Al Baskin in May
2009.

As reported by the Troubled Company Reporter on June 1, 2009, JOB
Investments has agreed to provide up to $2 million in debtor-in-
possession financing to Al Baskin for a period until September 30,
2009.  The loan is being used to acquire new inventory, fund
payroll, and help pay down $1.6 million in debt from Bank of
America NA, which together with LaSalle Bank lent Al Baskin some
$5.2 million.

Woodridge, Illinois-based Al Baskin Co., dba Mark Shale, filed for
Chapter 11 bankruptcy protection on March 23, 2008 (Bankr. N.D.
Ill. Case No. 09-09825).  Adam P. Silverman, Esq., at Adelman &
Gettleman, Ltd., assists the Company in its restructuring efforts.
The Company listed $1 million to $10 million in assets and
$10 million to $50 million in debts.


ALL FAITH'S CHRISTIAN: Case Summary & 7 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: All Faith's Christian Center Church
        7750 Mickens Road
        Baton Rouge, LA 70811

Bankruptcy Case No.: 09-10835

Chapter 11 Petition Date: June 11, 2009

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Pamela G. Magee, Esq.
                  7922 Wrenwood Blvd., Suite B
                  Baton Rouge, LA 70809
                  Tel: (225) 925-8770
                  Fax: (225) 924-2469
                  Email: p.magee@att.net

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

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

A list of the Company's 7 largest unsecured creditors is available
for free at:

           http://bankrupt.com/misc/lamb09-10835.pdf

The petition was signed by Lynn Morrison, Jr.


ALOHA AIRLINES: To Pay $5.5MM in Settlement Pact With Labor Dept
----------------------------------------------------------------
The U.S. Department of Labor said in a statement that Aloha
Airlines agreed to pay a total of $5.5 million to make up for
losses suffered by the airline's three pension plans.

Pacific Business relates that the Labor Department alleged that
Aloha Airlines and Bank of Hawaii had caused or permitted the
plans to buy stock of the airline's holding company in September
2000 for more than its fair market value, breaching their
fiduciary duties under the federal Employee Retirement Income
Security Act.  The Labor Department said in a statement that First
Hawaiian Bank, an investment manager for a portion of investments
that weren't involved in the transaction, facilitated the stock
transaction and thus knowingly participated in the fiduciary
breaches or violated its duties as a co-fiduciary.

Citing federal labor officials, Pacific Business News reports that
Aloha Airlines, Bank of Hawaii, and First Hawaiian will pay a
total of $10.5 million to three separate settlement agreements for
the money lost on investments in the stock of the Company's
bankrupt holding company.  According to Pacific Business, Aloha
Airlines and the banks will pay another $954,546 in civil
penalties to the plans, through their trustee, Pension Benefit
Guaranty Corp.

The banks will pay $2.5 million each in restitution and civil
penalties, says Pacific Business.

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates flew
passengers and freight to Hawaii's five major airports, as well as
to half a dozen destinations in the western U.S.  They operated a
fleet of about 20 aircraft, all Boeing 737s, including three
configured as freighters.

Aloha filed for Chapter 11 protection on Dec. 30, 2004 (Bankr. D.
Hawaii Case No. 04-03063), and emerged from Chapter 11 bankruptcy
protection in February 2006.

The Company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors was represented by
Sonnenschein Nath & Rosenthal LLP and Bronster Hoshibata, A Law
Corporation.  The Debtors' schedules reflected total assets of
$74,600,000 against total liabilities of $197,100,000.

On April 29, 2008, the Court converted the Debtors' cases into
chapter 7 liquidation proceedings.  The next day, the U.S. Trustee
appointed Dane S. Field to serve as chapter 7 trustee for the
cases.  James Wagner, Esq., at Wagner Choi & Verbrugge, represents
Mr. Field.


AMERICAN HOUSING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: American Housing Foundation
        1800 S. Washington, Suite 311
        Amarillo, TX 79102

Bankruptcy Case No.: 09-20373

Type of Business: Founded as a Texas 501(c)(3) non-profit
                  corporation in 1989, AHF owns and operates over
                  12,500 residential units, making AHF one of the
                  nation's largest entities primarily dedicated to
                  the workforce housing market.  Residents in AHF
                  properties benefit from significantly below
                  market rental rates.

Chapter 11 Petition Date: June 11, 2009

Court: Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtor's Counsel: Robert Yaquinto, Jr., Esq.
                  rob@syllp.com
                  Sherman & Yaquinto, LLP
                  509 N. Montclair Ave.
                  Dallas, TX 75208-5498
                  Tel: (214) 942-5502

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

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

The petition was signed by Rick Crawford, president.


AMSTERDAM MEMORIAL: PBGC Assumes 60% Funded Pension Plan
--------------------------------------------------------
The Pension Benefit Guaranty Corporation said Thursday it has
assumed responsibility for the pension plan that covers more than
830 current and former employees of Amsterdam Memorial Hospital in
Amsterdam, N.Y.

The PBGC stepped in because the underfunded Amsterdam Memorial
Hospital Employees Pension Plan failed to meet minimum funding
standards and would be unable to pay benefits when due.
Additionally, the plan would be without a sponsor following the
hospital's sale to a competitor.  The transaction did not include
the retirement plan.

Amsterdam Memorial Hospital retirees will continue to receive
their monthly benefit checks without interruption, and other
workers will receive their pensions when they are eligible to
retire.

The PBGC estimates that the plan is 60% funded, with assets of
$13.6 million to cover benefit liabilities of $23 million.  The
agency will be responsible for $9.2 million of the $9.6 million
shortfall.

The agency will take over the assets and use insurance funds to
pay guaranteed benefits earned under the plan, which ended on
April 30, 2009.  The PBGC became trustee of the plan on May 26,
2009.

Amsterdam Memorial Hospital was founded in 1889 and provides
inpatient rehabilitation services, outpatient treatments and
skilled nursing services in Montgomery and Fulton Counties in New
York State. In March, Amsterdam Memorial and its affiliate Mohawk
Health Alliance Inc. signed an acquisition agreement with its
rival St. Mary's Hospital, also located in Amsterdam. Without the
acquisition agreement, Amsterdam Memorial expected to close
because it lacked sufficient capital to remain in service. As part
of the transaction, the PBGC negotiated with the two hospitals and
the New York State Department of Health for $7 million to be
transferred into the pension plan for the benefit of its
participants.

Within the next several weeks, the PBGC will send notification
letters to all participants in the Amsterdam Memorial Hospital
Employees Pension Plan. Under provisions of the Pension Protection
Act of 2006, the maximum guaranteed pension the PBGC can pay is
determined by the legal limits in force on the day the plan ended.
Therefore, participants in the pension plan are subject to the
limits in effect on April 30, 2009, which set a maximum guaranteed
amount of $54,000 for a 65-year-old.

The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits. In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242.  For
TTY/TDD users, call the federal relay service toll-free at 1-800-
877-8339 and ask for 800-400-7242.

Retirees of the hospital who draw a benefit from the PBGC may be
eligible for the federal Health Coverage Tax Credit.

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $9.2 million and was not previously included in
the agency's fiscal year 2008 financial statements

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.


ANCHOR BLUE: U.S. Trustee Balks at Levi Strauss Sale Proposal
-------------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for Region
3, has opposed the procedures for selling Anchor Blue Retail Group
Inc.'s business to two buyers by the end of June, Bloomberg's Bill
Rochelle reports.

The U.S. Trustee questioned whether the MOST stores were
"adequately marketed" given the so-called noshop clause that
prohibited prospecting for other offers before bankruptcy.  The
U.S. Trustee also says that breakup fees or expense reimbursements
on both sales are too high.  The U.S. Trustee also questions the
need for sales so quickly.

San Francisco-based Levi Strauss is offering $72 million for 73 of
MOST's 74 Levi's & Dockers outlet stores.

According to the report, there is a second agreement for selling
some 127 of Anchor Blue's namesake stores to current management
and Ableco Finance LLC, the agent for the term loan lenders.
About 50 Anchor Blue stores would be closed in going-out-of-
business sales along with one of the Levi's outlets.  If the
outlet sale and the GOB sales reduce the term loan debt by
$52 million, Ableco will serve as the so-called stalking horse at
auction for the 127 Anchor Blue stores.  Ableco will pay for the
stores largely in exchange for secured debt, including debt
provided for the Chapter 11 case.

As reported in the Troubled Company Reporter on June 1, 2009, Levi
Strauss & Co. said it agreed to acquire the operating rights
to 73 MOST stores, the Debtor's denim outlet subsidiary, which
carry Levi's(R) and Dockers(R) inventory.

Levi Strauss noted that Anchor Blue and its subsidiaries filed for
Chapter 11 to enter a 363 sale process to facilitate a
restructuring and to seek Court approval for the sale of the
Levi's(R) and Dockers(R) stores to it.

Completion of the transaction is subject to a number of closing
conditions, including the approval of the Bankruptcy Court, Levi
Strauss noted.  Subject to conditions, the transaction is expected
to close in July.  Anchor Blue has indicated its outlet stores
will remain open for business without interruption during the
period prior to closing the proposed acquisition, Levi Strauss
said.

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The company markets its
products in three geographic regions: Americas, Europe and Asia
Pacific.

According to the Troubled Company Reporter on May 29, 2009,
Moody's Investors Service said Levi Strauss & Co. Inc.'s entry
into an Asset Purchase Agreement with Anchor Blue Retail Group has
no immediate impact on LS&Co's B1 Corporate Family Rating or the
positive rating outlook.

                         About Anchor Blue

Headquartered in Ontario, Canada, Anchor Blue Retail Group Inc.
operates retail stories.  The Company and four of its affiliates
filed for Chapter 11 protection on May 27, 2009 (Bankr. D. Del.
Lead Case No. 09-11770).  Chun I. Jang, Esq., and Jason M. Madron,
Esq., at Richards Layton & Finger P.A., represent the Debtors' in
their restructuring efforts.  In its petition, Anchor Blue listed
assets less than $50,000, and debts between
$100 million to $500 million.


ASG CONSOLIDATED: S&P Downgrades Corporate Credit Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered all its
ratings on ASG Consolidated LLC and its wholly owned subsidiary,
American Seafoods Group LLC, including its corporate credit and
senior unsecured debt ratings to 'B' from 'B+'.  The outlook is
stable.

In addition, Standard & Poor's lowered its senior secured bank
loan ratings on American Seafoods Group LLC's $570 million bank
facility to 'BB-' from 'BB'.

"The action is based on weaker-than-expected liquidity over the
near term as the company faces a step down in its maximum leverage
covenant in the second quarter of fiscal 2009," said Standard &
Poor's credit analyst Patrick Jeffrey.  "We expect that fiscal
2009 EBITDA will be well below fiscal 2008 as a result of the weak
economy, further TAC reduction from 2008 levels, and the loss of
two licenses, and as a result, S&P expects debt leverage to be
more in line with the revised rating over the near term.  About
$748 million of debt was outstanding as of March 31, 2009."

The ratings on ASG Consolidated LLC and its wholly-owned operating
subsidiary, American Seafoods Group LLC, and the co-issuer of the
company's senior discount notes, ASG Finance Inc., reflect the
company's high leverage, aggressive financial policy, and
participation in the competitive, commodity-oriented commercial
fishing industry.  ASGC has the leading position as the largest
and lowest-cost producer in the industry, along with a proven
track record for operating under the highly regulated environment.
For analytical purposes, Standard & Poor's Ratings Services views
ASGC, ASG, and ASGF as one economic entity, and they are
accordingly analyzed on a consolidated basis.

ASGC is a vertically integrated seafood harvesting, processing,
and marketing company, operating catcher-processor vessels which
participate in the largest commercial fishery in U.S. waters.  The
company's products are subject to supply and demand vagaries that
can affect financial performance.  ASGC's strong position in the
Bering Sea/Aleutian Island Pollock fishery and regulatory support
under the American Fisheries Act, which became permanent federal
law in 2001, somewhat mitigate these concerns.  The AFA created a
more rational, stable, and profitable operating environment by
limiting the number of vessels operating in the fishery, which
reduces some of ASGC's operating risk.  Still, the company's
ability to expand its core Pollock harvesting operations, either
through the purchase of quotas or through legislative change,
remains a key rating consideration.

The outlook is stable.  S&P expects ASGC's liquidity to weaken in
the near term as it faces a covenant step down in the second
quarter of fiscal 2009.  S&P also anticipates the company will
generate significantly lower EBITDA levels than in fiscal 2009 due
to the weak economy, lower TAC, and the loss of two CDQ licenses
from 2008.  As a result, S&P expects credit measures and liquidity
to remain more in line with the revised ratings over the near
term.  S&P could consider a negative outlook or a lower rating if
the company violates its bank covenants and is not able to obtain
an amendment.  S&P could consider a positive outlook if the
company can improve and sustain debt leverage in the low 5x area,
maintain adequate liquidity, and address the company's significant
debt maturities in 2011.


ASYST TECHNOLOGIES: Can't File Quarterly Report on Time
-------------------------------------------------------
Steve Debenham, senior vice president, general counsel and
secretary of Asyst Technologies, Inc., disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that the
company is unable to file timely its Form 10-K for its fiscal year
ended March 31, 2009, without unreasonable effort or expense, due
primarily to the United States bankruptcy and Japanese
reorganization proceedings, associated lack of financial and other
resources necessary to prepare the Form 10-K, and the inability of
the company to obtain and prepare financial information on a
consolidated basis and in accordance with generally accepted
accounting principles that includes its Japanese subsidiaries.

Mr. Debenham relates that Asyst's common stock may have no future
value and may be cancelled in connection with the bankruptcy
proceeding. "Asyst does not currently expect that it will
reorganize and continue as a publicly traded company after
completion of the bankruptcy proceedings."

Mr. Debenham adds that Asyst is not able to estimate the
anticipated change in results of operations on a consolidated
basis in accordance with generally accepted accounting principles.
Asyst believes it is unlikely that it will be able to report
results of operations on a consolidated basis for the fiscal year
ending March 31, 2009.

Headquartered in Fremont, California, Asyst Technologies, Inc. --
http://www.asyst.com/-- makes, sells and supports integrated
hardware and software systems primarily for semiconductor and flat
panel display manufacturing industries.

The Company filed for Chapter 11 on April 20, 2009 (Bankr. N.D.
Calif. Case No. 09-43246).  Ali M.M. Mojdehi, Esq., at the Law
Offices of Baker and McKenzie, represents the Debtor in its
restructuring efforts.  As of December 31, 2008, the Debtor
reported total assets of $295,782,000 and total debts of
$315,364,000.

The company's Japanese subsidiaries, Asyst Technologies Japan
Holdings Company, Inc., and Asyst Technologies Japan, Inc.,
entered into related voluntary proceedings under Japan's Corporate
Reorganization Law (Kaisha Kosei Ho) on April 20, 2009.


ASYST TECHNOLOGIES: Files Schedules & Statements
------------------------------------------------
Asyst Technologies, Inc., filed with the United States Bankruptcy
Court for the Northern District of California in Oakland its
Schedules of Assets and Liabilities dated June 4, 2009, Statement
of Financial Affairs dated June 4, 2009, and Periodic Report on
Subsidiaries dated June 8, 2009.

                                 Total Assets   Total Liabilities
                                 ------------   -----------------
A - REAL PROPERTY                          $0

B - PERSONAL PROPERTY             $19,876,058

C - PROPERTY CLAIMED AS EXEMPT

D - CREDITORS HOLDING
    SECURED CLAIMS                                    $76,500,000

E - CREDITORS HOLDING
    UNSECURED PRIORITY CLAIMS                            $239,347

F - CREDITORS HOLDING UNSECURED
    NON- PRIORITY CLAIMS                               $8,896,299
                                 ------------   -----------------
                                  $19,876,058         $85,396,299

A full-text copy of Asyst Technologies, Inc.'s Schedules of Assets
and Liabilities is available for free at:

               http://researcharchives.com/t/s?3de0

A full-text copy of the Statement of Financial Affairs for Asyst
Technologies, Inc., is available for free at:

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

A full-text copy of the Chapter 11 Periodic Report on Asyst
Technologies, Inc.'s subsidiaries is available for free at:

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

Asyst's Japanese subsidiaries, Asyst Technologies Japan Holdings
Company, Inc. and Asyst Technologies Japan, Inc., entered into
related voluntary proceedings under Japan's Corporate
Reorganization Law (Kaisha Kosei Ho) on April 20, 2009. As a
result of these proceedings in Japan, Asyst does not have the
necessary ability to obtain current financial information from the
Japanese subsidiaries and believes the current value of its equity
in these subsidiaries is zero.

Headquartered in Fremont, California, Asyst Technologies, Inc. --
http://www.asyst.com/-- makes, sells and supports integrated
hardware and software systems primarily for semiconductor and flat
panel display manufacturing industries.

The Company filed for Chapter 11 on April 20, 2009 (Bankr. N.D.
Calif. Case No. 09-43246).  Ali M.M. Mojdehi, Esq., at the Law
Offices of Baker and McKenzie, represents the Debtor in its
restructuring efforts.  As of December 31, 2008, the Debtor
reported total assets of $295,782,000 and total debts of
$315,364,000.

The company's Japanese subsidiaries, Asyst Technologies Japan
Holdings Company, Inc., and Asyst Technologies Japan, Inc.,
entered into related voluntary proceedings under Japan's Corporate
Reorganization Law (Kaisha Kosei Ho) on April 20, 2009.


AVIS BUDGET: Bank Debt Trades Near 20% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 80.06
cents-on-the-dollar during the week ended June 12, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.10 percentage
points from the previous week, the Journal relates.   The loan
matures April 1, 2012.  The Company pays 125 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba3 rating and S&P's CCC+ rating.

Meanwhile, participations in a syndicated loan under which Dana
Corp. is a borrower traded in the secondary market at 55.20 cents-
on-the-dollar during the week ended June 12, 2009, an increase of
4.70 percentage points from the previous week.  The loan matures
January 31, 2015.  The Company pays 375 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Caa1
rating and S&P's B rating.

Participations in a syndicated loan under which Lear Corporation
is a borrower traded in the secondary market at 72.00 cents-on-
the-dollar during the week ended June 12, 2009, an increase of
6.82 percentage points from the previous week.  The loan matures
March 29, 2012.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by both
Moody's and S&P.

Participations in a syndicated loan under which Visteon Corp. is a
borrower traded in the secondary market at 38.69 cents-on-the-
dollar during the week ended June 12, 2009, an increase of 2.90
percentage points from the previous week.  The loan matures
May 30, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating on
the bank debt.  S&P has assigned a default rating.

                         About Avis Budget

Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.

                           *     *     *

As reported by the Troubled Company Reporter on April 30, 2009,
Standard & Poor's Ratings Services assigned a '6' recovery rating
to Avis Budget Car Rental LLC's (CCC+/Developing/--) unsecured
notes, indicating expectations of negligible (0%-10%) recovery of
principal in the event of a payment default.  Avis Budget Car
Rental LLC is a subsidiary of Avis Budget Group Inc.
(CCC+/Developing/--).


AVIZA TECH: Faces Delisting from NASDAQ after Bankruptcy Filing
---------------------------------------------------------------
Aviza Technology Inc. received a Staff Determination Letter from
The NASDAQ Stock Market stating that its common stock is subject
to delisting from The NASDAQ Stock Market in accordance with
Nasdaq Listing Rules 5100, 5110(b), and IM-5100-1.

The letter was issued as a result of the company's previously
announced filing for relief under Chapter 11 of the U.S.
Bankruptcy Code on June 9, 2009.

The company does not intend to request a hearing before the NASDAQ
Listing Qualifications Panel to appeal the decision. The letter
set forth the NASDAQ staff's determination to delist the company's
common shares, suspend trading in the company's common stock at
the opening of business on June 19, 2009, and file a Form 25-NSE
with the Securities and Exchange Commission removing the company's
common stock from listing and registration on The NASDAQ Stock
Market.

                       About Aviza Technology

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


BANK OF AMERICA: CEO Defends Merrill Lynch Deal Before Congress
---------------------------------------------------------------
Bank of America CEO Kenneth Lewis said that he didn't feel that
federal officials acted improperly in the Merrill Lynch & Co.
deal, defending the decision to proceed with the takeover and keep
Merrill's mounting losses secret.

Michael R. Crittenden and Dan Fitzpatrick at The Wall Street
Journal report that the House Committee on Oversight and
Government Reform grilled Mr. Lewis on his decisions to seek cover
from the Federal Reserve and not tell shareholders about losses at
Merrill.

According to an earlier report by WSJ, notes taken by bank
executives in December 2008 suggested that Treasury Secretary
Timothy Geithner and Lawrence Summers, President Barack Obama's
top economic adviser, supported efforts to pressure BofA to
consummate its merger with Merrill in 2008.  According to WSJ,
BofA Chief Financial Officer Joseph Price recounted in one of the
notes a conversation with Mr. Lewis about the CEO's conversations
with then-Treasury Secretary Henry Paulson and Federal Reserve
Chairman Ben Bernanke.  WSJ says that the also mentioned about
firing bank executives.

WSJ relates that Mr. Lewis confirmed that the government
threatened to remove him or other BofA executives.

The committee needs to hear testimony from the Fed and Treasury
about the negotiations that occurred in December and January
before finishing the probe, WSJ reports, citing Rep. Dennis
Kucinich.

           Fed Recommends Putting Price on Gov't Aid

Bloomberg News relates that Federal Reserve officials have
recommended putting a price on any government aid to BofA in
connection with its takeover of Merrill.  According to Bloomberg,
the Fed officials predicted "significant reputational
consequences" for BofA if it abandoned the deal, warning that
investors would conclude the Company was too weak to complete the
acquisition.

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.


BENDER SHIPBUILDING: Sent to Chapter 7 by 3 Creditors
-----------------------------------------------------
Kaija Wilkinson at Press-Register reports that three creditors
have filed an involuntary Chapter 7 petition against Bender
Shipbuilding & Repair Co. in the U.S. Bankruptcy for the Southern
District of Alabama.

Press-Register states that Birmingham attorney Eric Breithaupt of
Christian & Small LLP filed the petition on behalf of these
creditors, who are seeking payment of $44.6 million debt that
Bender Shipbuilding owes them:

     -- Houston's GulfMark Offshore Inc.;
     -- Louisiana Machinery Company LLC; and
     -- Sirius Technical Services Inc. of Theodore.

Bender Shipbuilding, according to Press-Register, said that the
creditors' assertions were invalid, and that it expects the case
to be dismissed.

Press-Register relates that the Hon. Margaret Mahoney will hold a
hearing on July 7 on the dispute.  Creditors have 20 days from the
bankruptcy filing on Tuesday to serve Bender Shipbuilding with
documents associated with their claims, while the Debtor will have
20 days to reply, the report says.

Bender Shipbuilding & Repair Co. welds the hull of an offshore oil
supply boats the Mobile, Alabama.


BLOCKBUSTER INC: Bank Debt Trades at 23% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Blockbuster Inc.
is a borrower traded in the secondary market at 76.75 cents-on-
the-dollar during the week ended June 12, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 3.69 percentage points
from the previous week, the Journal relates.   The loan matures
August 20, 2011.  The Company pays 375 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B1
rating and S&P's CCC+ rating.

Blockbuster Inc., headquartered in Dallas, Texas, is a leading
global provider of in-home movie and game entertainment with
approximately 7,400 stores throughout the Americas, Europe, Asia,
and Australia.  Revenues are about $5.3 billion.

                           *     *     *

As reported by the Troubled Company Reporter, in April 2009,
Moody's Investors Service downgraded Blockbuster's Probability of
Default Rating to Caa3 from Caa1 and its Corporate Family Rating
to Caa2 from Caa1.  In addition, Moody's affirmed Blockbuster's
speculative grade liquidity rating at SGL-4 and it secured bank
credit facilities rating at B1.  Moody's also rated the proposed
$250 million revolving credit facility, which expires in September
2010, a senior secured rating of B1.  The rating outlook is
stable.

Standard & Poor's Ratings Services lowered its corporate credit
rating on Blockbuster to 'CCC' from 'B-'.  S&P removed the ratings
from CreditWatch with negative implications, where they were
placed on March 4, 2009.  At the same time, S&P lowered the issue-
level ratings on both its secured debt to 'CCC+' from 'B' and its
subordinated debt to 'CC' from 'CCC'.  The outlook is negative.

Fitch Ratings affirmed Blockbuster's long-term Issuer Default
Rating at 'CCC' and said it expects to rate the amended $250
million bank credit facility at 'B/RR2'.  In addition, Fitch took
these rating actions ($450 million bank credit facility upgraded
to 'B/RR2' from 'CCC+/RR3'; $100 million term A loan upgraded to
'B/RR2' from 'CCC+/RR3'; $550 million term B loan upgraded to
'B/RR2' from 'CCC+/RR3'; and $300 million senior subordinated
notes downgraded to 'C/RR6' from 'CC/RR6'.  The Rating Outlook is
Stable.  The company had approximately $818 million of debt
outstanding as of January 4, 2009.


BRITIANNIA BULK: Voluntary Chapter 15 Case Summary
--------------------------------------------------
Chapter 15 Debtor: Britannia Bulk Holdings Inc.
                   55 Baker Street
                   London W1U 7EU

Chapter 15 Case No.: 09-13724

Chapter 15 Petition Date: June 11, 2009

Debtor-affiliates that filed separate Chapter 15 petitions in
2008:

        Entity                                     Case No.
        ------                                     --------
Britannia Bulk Plc                                 08-14543
Britannia Bulkers A/S                              08-15187

Type of Business: The Debtors' affairs, business and assets are
                  managed by Mark Shaw, Malcolm Cohen and Shay
                  Bannon of BDO Stoy Hayward LLP at 55 Baker
                  Street in London, as the joint administrators.
                  The firm can be reached at (020) 7486-5888.

                  See: http://www.britbulk.com/

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Chapter 15 Debtors' Counsel: Brian W. Harvey, Esq.
                             bharvey@goodwinprocter.com
                             Goodwin Procter LLP
                             The New York Times Building
                             620 Eighth Avenue
                             New York, NY 10018
                             Tel: (212) 813-8829
                             Fax: (212) 355-3333

Estimated Assets: $50 million to $100 million

Estimated Debts: $10 million to $50 million


BROMWELL'S TFP: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bromwell's TFP, L.L.C.
        2821 Mary Street
        Alexandria, VA 22142

Bankruptcy Case No.: 09-14672

Chapter 11 Petition Date: June 11, 2009

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

Debtor's Counsel: John T. Donelan, Esq.
                  Law Offices of John T. Donelan
                  125 S. Royal Street
                  Alexandria, VA 22314
                  Tel: (703) 684-7555
                  Email: jtdlaw@verizon.net

Estimated Assets: $50,001 to $100,000

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

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

          http://bankrupt.com/misc/vaeb09-14672.pdf

The petition was signed by Richard L. Cartlidge, managing member
of the Company.


BUILDERS FIRSTSOURCE: S&P Junks Corporate Credit Rating From 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Builders FirstSource Inc. to 'CCC+' from 'B-'.  The
outlook is negative.

S&P also lowered the issue-level rating on the company's second-
lien notes to 'CCC' (one notch below the corporate credit rating)
from 'CCC+'.  The recovery rating remains unchanged at '5', which
indicates S&P's expectation of modest (10% to 30%) recovery in the
event of a payment default.

"We are concerned that ongoing weakness in new residential
construction will result in likely deterioration in the company's
overall financial risk profile from an already weak level given
our expectation for negative earnings and cash flow in the next
few quarters," said Standard & Poor's credit analyst Andy Sookram.
As a result, S&P expects BLDR's liquidity position to decline from
current levels, with cash balances decreasing to well below
$100 million from $103 million (before accounting for about
$19 million in restricted cash set aside to support a shortfall in
the calculation of the minimum liquidity covenant under the asset-
based revolving credit at March 31, 2009.  In addition, because of
the covenant calculation shortfall, the company has no
availability under its revolving credit facility due to a drop in
the eligible borrowing base.

The 'CCC+' corporate credit rating reflects S&P's expectation that
credit protection measures and liquidity will decline to levels
commensurate to the levels appropriate for the new rating.  The
ratings reflect the company's exposure to the new residential
market that is experiencing prolonged depressed construction
activity, highly competitive cyclical markets, limited end-market
focus, and declining liquidity.  BLDR is a supplier and
manufacturer of structural and related building products and a
provider of construction-related installation services.

The negative outlook reflects S&P's concerns about the weak
operating environment and the effect this will continue to have on
the company's operating performance and cash flow.  For the next
several quarters, S&P expects the company to use cash on hand to
fund its cash flow shortfall, which will result in a material
depletion in cash balances.  S&P does not expect the company to be
able to borrow additional amounts under the revolving credit
facility because of the significant decline in the eligible
borrowing base.

S&P could lower the ratings if the new residential construction
market deteriorates more than S&P expect, causing a steeper
decline in cash flows relative to S&P's current expectation.  If
this scenario occurs, negative free cash flow will likely decline
by more than S&P's currently anticipated amount of about
$25 million, resulting in a meaningful erosion in cash balances to
fund operating requirements, including interest expense and
capital expenditures.


CAESARS ENTERTAINMENT: S&P Raises Subordinated Debt Issues to CCC-
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit and issue-level ratings on Las Vegas-based
Harrah's Entertainment Inc. and its wholly owned subsidiary,
Harrah's Operating Co. Inc., along with all issue-level ratings on
Harrah's debt, as outlined in S&P's May 27, 2009 research update.

S&P raised the corporate credit rating to 'CCC+' from 'CCC',
reflecting S&P's assessment that the recent capital raise,
combined with an amendment to certain terms of HOC's senior
secured credit facilities, has alleviated S&P's concerns that
given S&P's expectation for operating performance this year, HOC
would not be able to remain in compliance with its senior secured
leverage ratio covenant.  In addition, S&P raised the issue-level
rating on HOC's senior secured credit facilities to 'B' (two
notches higher than the 'CCC+' corporate credit rating) from 'B-'.
The recovery rating on these loans remains at '1', indicating
S&P's expectation of very high (90% to 100%) recovery for lenders
in the event of a payment default.

S&P also raised its issue-level ratings on HOC's second-priority
senior secured and senior unsecured debt issues, as well as HET
subsidiary Caesars Entertainment Inc.'s subordinated debt issues
to 'CCC-' from 'CC'.  The recovery rating on these securities
remains at '6', indicating S&P's expectation of negligible (0% to
10%) recovery for lenders in the event of a payment default.

In addition, Standard & Poor's removed all of the ratings from
CreditWatch, where S&P had placed them with positive implications
on May 27, 2009, following Harrah's announcement of the planned
capital raise.  The outlook is developing.

"While a highly leveraged financial profile, combined with our
expectation that EBITDA will decline in the mid-teens percentage
area in 2009 and be roughly flat in 2010, will likely result in
credit measures remaining weak over the intermediate term, S&P
believes that ratings upside potential exists if performance on
the Las Vegas Strip and Atlantic City stabilizes in 2010 and
longer-term prospects improve," said Standard & Poor's credit
analyst Ben Bubeck.

"However, if current weak conditions in these markets persist over
an extended period, or if performance deteriorates further," he
added, "Harrah's may face further challenges in servicing its
current capital structure, and S&P believes the company may again
seek to restructure its debt obligations."


CALLIDUS DEBT: Moody's Downgrades Ratings on Secured Notes
----------------------------------------------------------
Moody's Investors Service announced that it downgraded the ratings
of these notes issued by Callidus Debt Partners CLO Fund VII,
Ltd.:

  -- US$443,000,000 Class A Senior Secured Floating Rate Notes
     Due 2021, Downgraded to A2; previously on 11/30/2007,
     Assigned Aaa;

  -- US$24,000,000 Class B Senior Secured Floating Rate Notes
     Due 2021, Downgraded to Baa2; previously on 3/13/2009, Aa2
     Placed Under Review for Possible Downgrade;

  -- US$19,500,000 Class D Senior Secured Deferrable Floating
     Rate Notes Due 2021, Downgraded to Caa1; previously on
     3/13/2009, Downgraded to B2 and Placed Under Review for
     Possible Downgrade;

  -- US$25,500,000 Class E Senior Secured Deferrable Floating
     Rate Notes Due 2021, Downgraded to Ca; previously on
     3/13/2009, Downgraded to Caa3 and Placed Under Review for
     Possible Downgrade.

In addition, Moody's has confirmed the ratings on these notes:

  -- US$33,000,000 Class C Senior Secured Deferrable Floating
     Rate Notes Due 2021, Confirmed at Ba2; previously on
     3/13/2009, Downgraded to Ba2 and Placed Under Review for
     Possible Downgrade.

According to Moody's, the rating actions taken on the notes are a
result of credit deterioration of the underlying portfolio.  The
actions also reflect Moody's revised assumptions with respect to
default probability, the treatment of ratings on "Review for
Possible Downgrade" or with a "Negative Outlook," and the
calculation of the Diversity Score.  The revised assumptions that
have been applied to all corporate credits in the underlying
portfolio are described in the press release dated February 4,
2009, titled "Moody's updates key assumptions for rating CLOs."
Moody's analysis also reflects the expectation that recoveries for
high-yield corporate bonds and second lien loans will be below
their historical averages, consistent with Moody's research.
Moody's has also applied resecuritization stress factors to
default probability assumptions for structured finance asset
collateral as described in the press release titled "Moody's
updates its key assumptions for rating structured finance CDOs,"
published on December 11, 2008.

Credit deterioration of the collateral pool is observed through a
decline in the average credit rating (as measured through the
weighted average rating factor), an increase in the dollar amount
of defaulted securities, and an increase in the proportion of
securities from issuers rated Caa1 and below.  The weighted
average rating factor has steadily increased over the last year
and it is currently at 2972 versus a test level of 2685 as of the
last trustee report, dated May 11, 2009.  Based on the same
report, defaulted securities total about $10 million, accounting
for roughly 2% of the collateral balance, and securities rated
Caa1 or lower make up approximately 14% of the underlying
portfolio.  Moody's also assessed the collateral pool's elevated
concentration risk in a small number of obligors and industries.
This includes a significant concentration in debt obligations of
companies in the banking, finance, real estate, and insurance
industries, which Moody's views to be more strongly correlated in
the current market environment.

Moody's also observes that the transaction is exposed to a number
of mezzanine and junior CLO tranches in the underlying portfolio.
The majority of these CLO tranches are currently assigned low
speculative-grade ratings and carry depressed market valuations
that may herald poor recovery prospects in the event of default.

Callidus Debt Partners CLO Fund VII, Ltd., issued in November
2007, is a collateralized loan obligation backed primarily by a
portfolio of senior secured loans.


CAROLYN FRAME: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Carolyn Frame
                  dba CFA Financial Services, Inc
               Charles Frame
               7700 Hidden Cove Rd NE
               Bainbridge Island, WA 98110

Bankruptcy Case No.: 09-15727

Chapter 11 Petition Date: June 11, 2009

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

Judge: Samuel J. Steiner

Debtors' Counsel: David Carl Hill, Esq.
                  Law Office of David Carl Hill
                  2472 Bethel Rd SE, Ste A
                  Port Orchard, WA 98366
                  Tel: (360) 876-5015
                  Email: bankruptcy@hilllaw.com

Total Assets: $8,157,377

Total Debts: $9,998,609

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/wawb09-15727.pdf

The petition was signed by the Joint Debtors.


CHARTER COMMUNICATIONS: Bank Debt Trades at 11% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications is a borrower traded in the secondary market at
88.78 cents-on-the-dollar during the week ended June 12, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.53
percentage points from the previous week, the Journal relates.
The loan matures March 6, 2014.  The Company pays 200 basis points
above LIBOR to borrow under the facility.  Moody's has withdrawn
its rating on the bank debt.  S&P assigned a default rating on the
bank loan.

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.

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)


CHARTER COMMUNICATIONS: Balks at Goodell Class Certification
------------------------------------------------------------
Charter Communications Inc. has objected to the motion of the
Goodell class, a group of technicians who sued Charter prior to
its Chapter 11 filing in an wage payment and overtime suit, for
class certification and estimation of a proof of claim.

Charter contends that the workers failed to establish the elements
necessary for certification, and that the workers have not
established that failure to estimate would in any way result in
undue delay of the administration of the Debtors' estate.

On May 28, 2009, Philip Powers, Marc Goodell, Chad Werth, Ross
Blakely and Dominik Tucker, on behalf of themselves and a class of
similarly situated employees and former employees of the Debtors,
asked the U.S. Bankruptcy Court for the Southern District of New
York to certify their proof of claim against Charter as a class
claim and to permit the Goodell class members to file their proof
of claim on behalf of the entire putative class.

At the same time the Goodell class also requested the Court for
estimation of their proof of claim related to Charter's failure to
pay wages to roughly 2,800 current and former employees.

Marc Goodell's class action complaint was filed in the U.S.
District Court for the Western District of Wisconsin on
August 28, 2008.

                 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)


CHEMTURA CORP: Inks Settlement Agreements on Antitrust Fines
------------------------------------------------------------
Chemtura Corp. has entered into settlement agreements with the
United States and Canada that reduces its outstanding antitrust
fines from $18.5 million to roughly $11.6 million.

On March 15, 2004, Chemtura pleaded guilty to a one-count
information charge of participating in a conspiracy to suppress
and eliminate competition by maintaining and increasing the price
of certain rubber chemicals sold in the United States and
elsewhere from July 1995 to December 2001 in violation of the
Sherman Antitrust Act.  The United States District Court for the
Northern District of California imposed a fine on Chemtura of
$50 million.  The remaining payment of $16 million was due and
payable on May 27, 2009.

On May 20, 2004, Chemtura pleaded guilty to one count of
conspiring to prevent or lessen competition unduly in the
production, manufacture and supply of certain rubber chemicals in
Canada in violation of federal Canadian law.  Chemtura was fined a
fine of CDN$9 million by the Canadian federal court in Ottawa.
The remaining payment of approximately CDN$2.8 million (approx.
US$2.5 million) was due and payable on May 28, 2009.

Under the U.S. settlement, Chemtura will pay the United States
$10 million in 4 installments of $2.5 million each, in full
satisfaction of the U.S. antitrust fine.  Under the Canadian
settlement, Chemtura will pay Canada CDN$1.8 million (approx.
US$1.6 million) in 4 equal installments of CDN$450,000 in full
satisfaction of the final installment of the Canadian antitrust
fine.

The four installments under both the U.S. and Canadian settlements
are due June 30, 2009, December 31, 2009, June 30, 2010, and
December 31, 2010.

The U.S. and Canadian settlements are subject to the approval of
the U.S. Bankruptcy Court for the Southern District of New York.
Objections are due not later than 11:30 a.m. (ET) on June 30, 2009

The U.S. Settlement also provides that:

  -- If Chemtura confirms a plan of reorganization under
     Chapter 11 of the Bankruptcy Code that becomes effective and
     provides that general unsecured creditors of Chemtura will
     receive more than 62.5% of their allowed claims, then
     Chemtura will pay to the United States an additional payment
     equal to the amount to which the United States would have
     been entitled under said Chapter 11 plan, less any payments
     already made; and

  -- If Chemtura's Chapter 11 case converts to a Chapter 7 case,
     then the United States will be entitled to assert a claim
     for the original amount of the final installment of
     $16 million less any payments already made.

The Canadian settlement also provides that, if the unsecured
creditors of Chemtura receive a greater proportion of their claims
than 62.5% pursuant to a confirmed Chapter 11 plan that becomes
effective in Chemtura's Chapter 11 case, then Canada will receive
payments proportionally varied to reflect the overall enhanced
portion of the original outstanding amount of
CDN$2.88 million.

                        About Chemtura Corp

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

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

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

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


CHRYSLER LLC: Dealers May Advertise at iBidMotors for Free
----------------------------------------------------------
IBidMotors said that during the General Motors and Chrysler
bankruptcy it will offer all GM and Chrysler dealers nationwide
the ability to advertise their entire new and pre-owned inventory
on the iBidMotors online auction site at no charge for 60 days
during the bankruptcy and subsequent reorganization.

"iBidMotors' commitment to GM and Chrysler during these turbulent
times is unprecedented," said Bob Schiff, iBidMotors Founder and
CEO.  "Over 8,000 car dealers are affected by this bankruptcy, and
by offering to advertise their inventory online for free,
iBidMotors will help viable dealerships continue to thrive and
contribute to saving jobs in communities across the country," said
Mr. Schiff.

iBidMotors has hired additional staff to accommodate the influx of
new clients that they expect will take advantage of this
extraordinary offer.  Dealers have until June 30 to sign up for
this program.

Over the past two years the iBidMotors online auction has
generated over $100 million in retail automotive sales, making
them one of the fastest growing automotive sites and the platform
of choice for some of the largest dealer groups in the country.

Consumers who are shopping for autos can visit iBidMotors.com and
search or browse through the thousands of vehicles on the site and
bid, make an offer or just use the "Buy it Now" option to finalize
the transaction with the local car dealer.

Headquartered in Basking Ridge, New Jersey, iBidMotors --
http://ibidmotors.com/-- is a market and technology leader in
online auto auction applications.  The company's portfolio of
applications has revolutionized the ways that auto dealers can
more effectively drive revenue.  iBidMotors enables auto dealers
to seamlessly download their entire inventory into the iBidMotors
auction site for a fixed monthly fee to provide dealers with one
of the most cost effective ways to sell cars.  iBidMotors also
offers a private label product targeted to dealer groups.  Many
former NFL players and NFL Hall of Famers are part of the
iBidMotors team.


CHRYSLER LLC: Defends Dealer Cuts Before Congress
-------------------------------------------------
Josh Mitchell at The Wall Street Journal reports that General
Motors Corp. and Chrysler LLC executives defended on Friday their
plans to close thousands of dealers before the Congress.

According to WSJ, lawmakers criticized GM and Chrysler for
treating retailers unfairly, many of them vowing to push
legislation that would require automakers to honor state franchise
agreements.  GM Chief Executive Frederick Henderson explained that
a large network forces dealers of the same brand to compete, often
forcing them to cut prices, which would then lower dealer profits
and erode resale value, WSJ relates.

Closing almost 2,600 of GM's 6,000 U.S. dealerships by 2010 will
save the Company some $2.5 billion annually, much of it associated
with direct payments to dealers but also from expenses for local
ads, training and vehicle service, WSJ states, citing Mr.
Henderson.

According to WSJ, Chrysler Deputy CEO Jim Press said that the
average Chrysler dealer loses money and that "without profits,
dealers can't invest in people, training and facilities."

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

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

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

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

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

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

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

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

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


CRESCENT RESOURCES: Can Borrow $35MM Portion of DIP Facility
------------------------------------------------------------
Crescent Resources LLC received approval from the U.S. Bankruptcy
Court for the Western District of Texas for key "first day"
motions designed to give the company the resources and flexibility
to continue to manage its ongoing operations without interruption.

The Court approved motions that, among other things:

   -- permit Crescent to pay employee wages, employee benefits and
      reimbursable expenses;

   -- grant immediate access, on an interim basis, to $35 million
      of the company's $110 million Debtor-in-Possession financing
      facility;

   -- allow Crescent to honor the terms of key customer
      agreements; and

   -- authorize Crescent to use its existing cash management
      systems and give the company access to its cash to fund
      ongoing operations.

The first day orders, approved by the Honorable Craig A. Gargotta,
Austin Division, will help ensure that Crescent Resources'
continuing operations proceed without interruption.

"Receiving approval of our first-day motions so quickly sets
Crescent Resources on a very strong footing as we move towards
restructuring the company," said Andrew Hede, chief executive
officer and chief restructuring officer of Crescent Resources.
"Our first day motions will enable the company to continue normal
operations.  We appreciate the support of our employees,
customers, vendors and partners, and are pleased that we can honor
key agreements with them while we create the right capital
structure for the company."

                     About Crescent Resources

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

Crescent Resources and 120 affiliates filed separate chapter 11
petitions on June 10, 2009 (Bankr. W.D. Tex. Case No. 09-11507).
The Hon. Craig A. Gargotta presides over the case.  Eric J. Taube,
Esq., at Hohmann, Taube & Summers, L.L.P., serves as the Debtors'
counsel.  The Debtors disclosed more than $1 billion in both
assets and debts when they filed for bankruptcy.


CONSTELLATION ENERGY: Moody's Reviews Ba1 Sub. Debentures Rating
----------------------------------------------------------------
Moody's Investors Service said that the Maryland Public Service
Commission's decision to further review the proposed transaction
between Constellation Energy Group, Inc. (Baa3 senior unsecured,
under review for possible downgrade) and Electricite de France
(EDF: Aa3 senior unsecured, stable outlook) has no immediate
rating ramifications for CEG.  CEG's long and short-term ratings
remain under review for possible downgrade where they were
originally placed on August 20, 2008.

Specifically, the MPSC ruled that the proposed transaction,
whereby CEG would sell approximately 50% of its nuclear business
to EDF, would provide EDF with substantial influence over the
policies and actions of Baltimore Gas and Electric Company (BGE:
Baa2 senior unsecured, stable outlook).  As a result, CEG and EDF
must obtain its approval before closing the transaction. BGE is a
wholly-owned utility subsidiary of CEG.

"The conclusion by the MPSC was not unexpected as it concurred
with the recommendation of the Staff of the Public Service
Commission filed on May 18," said Moody's Vice President Scott
Solomon.  "The state regulators involvement, however, creates an
additional degree of uncertainty surrounding the parties' ability
to consummate the transaction in its current form," continued
Solomon.

The completion of the proposed EDF transaction would result in a
considerable cash payment to CEG that would provide the company
with the ability to accelerate the restructuring of its business
model and balance sheet, further replenish its liquidity position,
and increase the probability of maintaining an investment grade
rating.  Failure to close the transaction would trigger a
conversion of EDF's $1 billion preferred investment into an
incremental CEG debt obligation due June 2010 and increase the
probability of a downgrade.

Neither CEG nor EDF were of the opinion when they entered into the
proposed transaction in December 2008, that the MPSC's approval of
the transaction would be a requirement.  CEG has appealed MPSC's
decision.

The review for possible downgrade remains focused on CEG's ability
to secure the regulatory approvals necessary to close the
transaction with EDF, execute on the continuing restructuring of
its commodity trading business and improve its liquidity profile.
Furthermore, with the recent divestiture of its coal and
downstream natural gas operations Moody's expect management to
further clarify its on-going strategy as it relates to CEG's
remaining commodity and energy supply businesses in order to
properly ascertain the company's business risk profile.

The remaining regulatory approval outstanding for the proposed
transaction is from the Nuclear Regulatory Commission.

Constellation Energy Group ratings continued under review for
possible downgrade include:

  -- Senior unsecured debt and senior unsecured bank credit
     facilities, rated Baa3;

  -- Series A Junior Subordinated Debentures, rated Ba1;

  -- Short-term rating for commercial paper, rated Prime-3.

Moody's last rating action on CEG occurred on December 17, 2008,
when the senior unsecured rating for CEG was downgraded to Baa3
from Baa2 and remained under review for possible downgrade.

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

Constellation Energy Group, Inc., is a diversified energy company,
whose businesses largely include merchant energy generation and
trading, along with Baltimore Gas & Electric Company, a regulated
electric and gas utility in central Maryland.  The company is
headquartered in Baltimore, Maryland.


COOPER COS: S&P Gives Stable Outlook on Expected Revenue Growth
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Cooper Cos. Inc. to stable from negative.

"The rating on Pleasanton, California-based Cooper Cos. Inc.
reflects its weak business risk profile, given its dependence on
soft contact lenses and the need to compete against much larger
players," said Standard & Poor's credit analyst Cheryl Richer.
Cooper is exposed to technology changes, as evidenced by late
entry into silicone hydrogel lens manufacturing; the company
continues to roll out additional modalities of silicone hydrogel
lenses.  These risks outweigh global industry growth in contact
lens sales, despite the recession, and modest revenue
diversification provided by Cooper Surgical, which manufactures
women's healthcare products used primarily by obstetricians and
gynecologists (16% of total sales).

Cooper Co. has a No. 3 position (roughly 16% global market share)
in the $5.8 billion soft contact lens industry.  Its dependence on
the contact lens product line, Cooper Vision, exposes it to
challenges from dominant industry players, such as the Vistakon
division of Johnson & Johnson, which has a global market share of
more than 40%.  Other big competitors are CIBA Vision/Wesley
Jessen, owned by Novartis AG, and Bausch & Lomb Inc., which has a
market share nearly as large as Cooper's.  These rivals have much
greater financial resources that could be applied to marketing
and/or research and development.

Cooper manufactures and markets a variety of soft contact lenses,
including value-added specialty products, such as toric lenses (to
correct astigmatism), as well as more commodity-like spherical
contact lenses.  While the company already markets silicone
hydrogel spheres, Avaira and Biofinity, it is only now launching
its Biofinity toric line, which has handicapped the company over
the past few years.  Sales of (nonSiH) ProClear, particularly
ProClear single use which is particularly strong in Asian markets,
has helped to sustain CVI performance.  CVI sales increased 4% (in
constant currency) in both the first and second quarters of fiscal
2009, minimally ahead of global market growth.  CSI sales
increased by 3% in the quarter, weaker than previous years'
performance, likely reflecting the recession's impact on physician
office visits.  Still, CSI's strategy to market products directly
to hospitals increased hospital sales by 18% over the 2008 period,
and provided some end-user diversity.  Hospital sales are now 33%
of CSI's total revenues.  CSI's gross profit margin was 61% for
the first half of 2009, compared with CVI's gross margin of 56%.
Excluding corporate overhead, CSI contributed 23% of operating
income for this period.

Debt to EBITDA (including operating leases) was 3.4x for the 12
months ended April 30, 2009, and 3.1x if annualized for the
quarter.  Foreign-exchange hedges are being used to offset the
negative impact of a strengthening dollar; 55% of sales are made
outside the U.S.

While Cooper's liquidity remains slim for the rating, the revenue
trend remains positive, and the company has begun to generate free
cash flow.  It had $5 million of cash as of April 31, 2009,
$151 million of availability on its $650 million (unrated)
revolving credit facility, and about $23 million of availability
on international overdraft facilities.  Despite heavy capital
spending over the past few quarters, S&P now expect capital
expenditures to decline to under $120 million for 2009, Cooper
remains in compliance with its bank loan covenants at the end of
the second quarter of 2009.  The cushion remains at 19% on its
debt leverage covenant, and covenants do not tighten until after
Nov. 1, 2009.  Cooper has no debt maturities before 2012.

Free operating cash flow was $24 million for the second quarter of
fiscal 2009, and $51 million for the 12 months ended April 30,
2009.  The company's cash flow generation benefits from a low,
effective tax rate of about 15%.

  -- The contact lens market has proven to be somewhat recession-
     resistant, and several quarters of EBITDA improvement have
     provided additional headroom for the company to comply with
     its bank loan covenants.

  -- S&P is revising its outlook on Cooper Cos. to stable from
     negative.

  -- S&P is affirming its 'BB-' issue rating and '3' recovery
     rating on the company's senior notes.

  -- The stable outlook reflects expectations that and Cooper
     Surgical and Cooper Vision revenues will continue to
     grow, and that Cooper will generate free cash flow and
     continue to reduce debt.


CRESCENT RESOURCES: Chapter 11 Filing Cues S&P to Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on Crescent Resources LLC to
'D' from 'CCC-'.  The ratings were on CreditWatch negative before
the downgrades.  S&P's recovery ratings remain unchanged pending
S&P's receipt of further information from the bankruptcy
proceedings.

"The downgrades resulted from Crescent's June 10, 2009, filing for
Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court in
the Western District of Texas, Austin Division," said Standard &
Poor's credit analyst George Skoufis.  "Crescent has obtained a
$110 million debtor-in-possession financing facility from a group
of existing lenders, which the company believes will provide
sufficient funds to continue to operate its business."

S&P believes Crescent's heavy debt burden, the severity of the
current recession, and the difficult credit markets have impeded
the company's ability to monetize its real estate assets.  S&P
believes these conditions also strained cash flow and liquidity,
thereby hurting the company's ability to service its large debt
load and remain in compliance with its debt covenants.  Crescent
had approximately $1.6 billion of debt as of Sept. 30, 2008,
including rated senior secured debt consisting of a $1.225 billion
term loan and a $300 million revolving credit facility.  The
company had a $2.6 billion asset base (book value), consisting
primarily of for-sale residential, multifamily rental, commercial,
and land management properties.


DANA CORP: Bank Debt Trades at 44% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Dana Corp. is a
borrower traded in the secondary market at 55.20 cents-on-the-
dollar during the week ended June 12, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 4.70 percentage points
from the previous week, the Journal relates.   The loan matures
January 31, 2015.  The Company pays 375 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Caa1
rating and S&P's B rating.

Meanwhile, participations in a syndicated loan under which Lear
Corporation is a borrower traded in the secondary market at 72.00
cents-on-the-dollar during the week ended June 12, 2009, an
increase of 6.82 percentage points from the previous week.  The
loan matures March 29, 2012.  The Company pays 250 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by both Moody's and S&P.

Participations in a syndicated loan under which Visteon Corp. is a
borrower traded in the secondary market at 38.69 cents-on-the-
dollar during the week ended June 12, 2009, an increase of 2.90
percentage points from the previous week.  The loan matures
May 30, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating on
the bank debt.  S&P has assigned a default rating.

Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 80.06
cents-on-the-dollar during the week ended June 12, 2009, an
increase of 2.10 percentage points from the previous week.  The
loan matures April 1, 2012.  The Company pays 125 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and S&P's CCC+ rating.

                        About Dana Corp.

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana has facilities in
China in the Asia-Pacific, Argentina in the Latin-American regions
and Italy in Europe.

Dana and its affiliates filed for chapter 11 protection March 3,
2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and Heather
Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black, Esq., and
Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio, represented
the Debtors.  Henry S. Miller at Miller Buckfire & Co., LLC,
served as the Debtors' financial advisor and investment banker.
Ted Stenger from AlixPartners served as Dana's Chief Restructuring
Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represented the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP, served as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC, served as counsel to the Official Committee of Non-
Union Retirees.

The Debtors filed their Joint Plan of Reorganization on August 31,
2007.  On October 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on December 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of January 31, 2008.  Dana Corp., starting on the
Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                         *     *     *

As reported by the TCR on Jan. 15, 2009, Standard & Poor's Ratings
Services lowered its ratings on Dana Holding Corp., including the
corporate credit rating, which was lowered to 'B' from 'B+'.  The
outlook is negative.  "The downgrade reflects our view that very
weak market conditions in most of its business segments in 2009
will hinder the company's post-bankruptcy restructuring efforts,"
said Standard & Poor's credit analyst Nancy Messer.


DANIEL BACANER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Daniel F. Bacaner
               Lisa T. Bacaner
               5649 Shady Glen
               Memphis, TN 38120

Bankruptcy Case No.: 09-26292

Chapter 11 Petition Date: June 11, 2009

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

Debtors' Counsel: Eugene G. Douglass, Esq.
                  2820 Summer Oaks Drive
                  Bartlett, TN 38134
                  Tel: (901) 388-5804
                  Fax: (901) 372-8264
                  Email: egdouglass@bellsouth.net

Total Assets: $2,341,803

Total Debts: $2,298,450

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/tnwb09-26292.pdf

The petition was signed by the Joint Debtors.


DELPHI FINANCIAL: Moody's Affirms 'Ba1' Preferred Shelf Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Delphi
Financial Group, Inc. (senior debt at Baa3) and its operating
companies: Reliance Standard Life Insurance Company (Reliance
Standard, insurance finance strength rating at A3) and Safety
National Casualty Corporation (Safety National, IFS rating at A3).
The outlook for the companies was changed to negative from stable.

Moody's commented that the rating affirmation is based primarily
on the company's solid, stable operating earnings and the
established market position of its wholly-owned primary life
insurance company, Reliance Standard, in the group employee
benefits market, as well as Delphi's ownership of Safety National,
an excess worker's compensation insurer.  Reliance Standard is
well positioned in the small to medium size case group employee
benefits market and its solid underwriting discipline is
demonstrated by its consistently strong combined ratio for this
business.

According to Moody's Senior Vice President Scott Robinson, "The
negative outlook largely reflects Delphi's reliance on a bank
facility for financing needs, combined with potential impairments
under a severe downside scenario -- especially in the non-agency
RMBS portfolio."

While the company's core operations are performing well, in a
severe downside scenario -- which is not Moody's expected case --
the rating agency believes that Delphi would need to contribute
capital to its life subsidiary in order to manage financial
covenants associated with the bank facility.  Somewhat mitigating
this risk, as of the end of the first quarter 2009, the company
had $128 million of unused capacity available under the
$350 million credit facility, which matures in October of 2011.

According to Moody's, a downgrade of Delphi Financial ratings
could occur if: 1) investment losses were anticipated to exceed
$200 million in 2009; 2) consolidated NAIC RBC fell below 250% at
Reliance Standard or 170% at Safety National; or 3) consolidated
financial leverage of Delphi rose above 30%.

Conversely, the outlook could be changed to stable if: 1)
investment losses are anticipated to be less than $100 million for
2009, 2) financial leverage is maintained below 30%, and 3) the
bank debt is refinanced.

These ratings were affirmed with a negative outlook:

* Delphi Financial Group, Inc. -- senior unsecured debt at Baa3,
  junior subordinate debt at Ba1;

* Reliance Standard Life Insurance Company -- insurance financial
  strength rating at A3;

* Safety National Casualty Corp. -- insurance financial strength
  rating at A3;

* Reliance Standard Life Global Funding -- senior secured rating
  at A3;

* Delphi Funding L.L.C. -- preferred shelf at (P)Ba1

The last rating action on Delphi Financial was taken on August 16,
2007 when Moody's assigned an A3 insurance financial strength
rating to Safety National.

Delphi Financial Group, Inc., has its operations headquartered in
New York, New York.  At December 31, 2008, it held $6.0 billion in
assets; shareholder's equity was $821 million as of that date.
Delphi Financial's net gain was $ $37 million for the year ending
December 31, 2008.

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


DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 77.85 cents-on-
the-dollar during the week ended June 12, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 2.85 percentage points
from the previous week, the Journal relates.   The loan matures
November 8, 2009.  The Company pays 200 basis points above LIBOR
to borrow under the facility.  Moody's has withdrawn its rating on
the bank debt.  S&P assigned a default rating on the bank loan.

Dex Media East LLC is a subsidiary of Dex Media East, Inc., and an
indirect wholly owned subsidiary of Dex Media, which is a direct
wholly owned subsidiary of R.H. Donnelley Corporation.

Dex Media East is the exclusive publisher of the "official" yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and
South Dakota -- the Dex East States.  Together with its parent,
RHD, Dex Media is one of the nation's largest Yellow Pages and
online local commercial search companies, based on revenue.
During 2006, Dex Media East's print and online solutions helped
more than 200,000 national and local businesses in seven states
reach consumers who were actively seeking to purchase products and
services.  During 2006, Dex Media East published and distributed
more than 23 million print directories.  Two of its largest
markets are Albuquerque and Denver.

                      About R.H. Donnelley

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

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

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

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


DOCTORS HOSPITAL: Securitization Trust Was "Initial Transferee"
---------------------------------------------------------------
WestLaw reports that a bankruptcy court did not clearly err in
determining that a trust for the holders of asset securitization
corporation commercial mortgage pass-through certificates was the
initial transferee of lease payments from a Chapter 11 debtor, for
purpose of determining the trust's liability upon avoidance of
these lease payments, to extent that they exceeded the fair rental
value of the leased property, as fraudulent transfers.  The trust
had both legal title to the funds and legal dominion thereof, to
the extent that it could use the funds to pay down the lessor's
debt on the loan, a use that benefited the trust as the lender's
successor.  A party need not have carte blanche authority to use
fraudulently transferred funds however it sees fit in order to
qualify as an "initial transferee" under 11 U.S.C. Sec. 550(a)(1).
Lasalle Nat. Bank Ass'n v. Paloian, --- B.R. ----, 2009 WL 721510
(N.D. Ill.).

Doctors Hospital of Hyde Park, Inc., filed for Chapter 11
protection (Bankr. N.D. Ill. Case No. 00-11520) on April 17, 2000.
On April 15, 2002, Doctors Hospital filed a 28-count complaint
(Bankr. N.D. Ill. Adv. Pro. No. 02-00363) against a number of
individuals and entities.  Counts VIII, IX, and X of the complaint
assert claims against LaSalle Bank National Association, f/k/a
LaSalle National Bank, as trustee for certain asset
certificateholders of Asset Securitization Corporation Commercial
Mortgage Pass-Through Certificates, Series 1997, D5.  On April 22,
2004, Gus A. Paloian, Esq., at Seyfarth Shaw LLP in Chicago, was
appointed the Chapter 11 trustee for Doctors Hospital.  In its
claims against the Bank, Doctors Hospital sought:

    (A) to void as fraudulent transfers a guaranty and
        related security agreements that Doctors Hospital
        made in connection with a loan from the Bank's
        predecessor, Nomura Asset Capital Corporation, to
        Doctors Hospital's landlord; and

    (B) to void a lease held by the Bank as Nomura's
        assignee or to recover as fraudulent transfers
        payments of rent that Doctors Hospital had made to
        the Bank in excess of the property's fair market
        rental value.

Following a bench trial, the Bankruptcy Court, 360 B.R. 787,
entered a judgment in favor of the Chapter 11 trustee, and the
parties moved to alter or amend the judgment.  The Honorable Jack
B. Schmetterer, 373 B.R. 53, denied those motions, and both
parties appealed.

In the District Court, the Honorable Rebecca R. Pallmeyer affirmed
Judge Schmetterer's decisions, holding that:

    (1) the bankruptcy court did not clearly err in
        determining that the trust for holders of asset
        securitization corporation commercial mortgage
        pass-through certificates was the initial transferee
        of lease payments, for purpose of determining the
        trust's liability upon avoidance of payments as
        constructively fraudulent;

    (2) the bankruptcy court did not clearly err in
        determining that an affiliated corporation identified
        as the borrower on a prepetition loan collateralized
        by the debtor's receivables functioned as a special
        purpose entity;

    (3) an affiliated corporation was not an alter ego or
        instrumentality of the debtor;

    (4) the bankruptcy court did not clearly err in
        determining that, following a restructuring of cash
        flow whereby proceeds of a loan to the special
        purpose corporation were no longer available to the
        debtor until after some funds were deducted from a
        cash collateral account into which they were
        deposited and used by the trust to make rental
        payments on the debtor's lease, these rental payments
        no longer involved any "interest of the debtor in
        property";

    (5) the bankruptcy court did not clearly err in adopting
        opinions of the Chapter 11 debtor's experts and in
        concluding, for fraudulent transfer avoidance purposes,
        that the debtor was insolvent on and after date
        indicated by the experts;

    (6) the debtor's challenged prepetition payments were
        "rent," which the debtor could avoid as constructively
        fraudulent transfers to extent that they exceeded fair
        rental value of leased property; and

    (7) federal common law, rather than Illinois law, governs
        any award of prejudgment interest in any strong-arm
        proceeding to avoid transfers as constructively
        fraudulent under Illinois law; and

    (8) the bankruptcy court did not abuse its discretion in
        awarding prejudgment interest from the date of the
        transfers, rather than from date of filing of the
        debtor's avoidance complaint.

Gus A. Paloian, Esq., the Chapter 11 Trustee of Doctors Hospital
of Hyde Park, Inc., is represented by:

    Jeffrey L. Gansberg, Esq.
    John W. Costello, Esq.
    John E. Frey, Esq.
    Scott A. Semenek, Esq.
    Peter N. Moore, Esq.
    Wildman, Harrold, Allen & Dixon, LLP
    225 West Wacker Drive, Suite 3000
    Chicago, IL 60606
    Telephone (312) 201-2000

and LaSalle National Bank and other Defendants are represented by:

    Adam P. Silverman, Esq.
    Howard L. Adelman, Esq.
    Adelman, Gettleman, Merens, Berish & Carter, Ltd.
    53 West Jackson Boulevard, Suite 1050
    Chicago, IL 60604-3701
    Telephone (312) 435-1050

       - and -

    James M. Witz, Esq.
    Freeborn & Peters LLP
    311 South Wacker Drive, Suite 3000
    Chicago, IL 60606
    Telephone (312) 360-6000

       - and -

    Michael N. Ripani, Esq.
    Chuhak & Tecson PC
    30 South Wacker Drive, Suite 2600
    Chicago, IL 60606-7512
    Telephone (312) 444-9300

       - and -

    Robert D. Nachman, Esq.
    Dykema Gossett PLLC
    10 South Wacker Drive, Suite 2300
    Chicago, IL 60606
    Telephone (312) 876-1700

       - and -

    Jane B. McCullough, Esq.
    Kimberly M. Deshano, Esq.
    Nancy A. Peterman, Esq.
    Greenberg Traurig, LLP
    77 West Wacker Drive, Suite 3100
    Chicago, IL 60601
    Telephone (312) 456-8400

       - and -

    David T.B. Audley, Esq.
    Michael T. Benz, Esq.
    Richard A. Wohlleber, Esq.
    Chapman & Cutler
    111 West Monroe Street
    Chicago, IL 60603-4080
    Telephone (312) 845-3000

       - and -

    Michael D. Warner, Esq.
    Warner, Stevens & Doby LLP
    301 Commerce St.
    Fort Worth, TX 76102
    Telephone (817) 810-5250


E*TRADE FINANCIAL: Board Selects Kenneth Griffin as Citadel CEO
---------------------------------------------------------------
The Board of Directors of E*TRADE Financial Corporation expanded
the number of members of the Board from eleven to twelve, expanded
the number of Class II directors from three to four and appointed
Kenneth C. Griffin, President and Chief Executive Officer of
Citadel Investment Group, L.L.C., as a Director.  Mr. Griffin will
be a Class II member of the Board and will stand for election by
the stockholders at the next annual meeting.

Mr. Griffin was appointed pursuant to the right of Wingate Capital
Ltd., an affiliate of Citadel, under the Master Investment and
Securities Purchase Agreement dated November 29, 2007, between
Wingate Capital Ltd. and E*TRADE.

Also as of June 8, 2009, the Board appointed Mr. Griffin to serve
as a member of its Finance and Risk Oversight Committee.

Citadel is the largest holder of E*TRADE's common stock and, as of
May 13, 2009, owned approximately 89.1 million shares.  In
addition, although Citadel is not required to disclose the amount
of E*TRADE's outstanding senior debt securities it owns, E*TRADE
believes Citadel owns in the aggregate more than 70% of E*TRADE's
outstanding senior debt securities.  E*TRADE issued common stock
and 12.5% Springing Lien Notes due 2017 to Citadel pursuant to the
Purchase Agreement in November 2007.

As of March 31, 2009, the principal amount outstanding of the
Springing Lien Notes was $2,057,000,000.  During the second
quarter of 2008, E*TRADE elected to make its first interest
payment of approximately $121 million on the Springing Lien Notes
in cash.  During the fourth quarter of 2008 and second quarter of
2009, E*TRADE elected to make the second and third interest
payments of approximately $121 million and $129 million
respectively in the form of additional Springing Lien Notes.

The Board approved the payment of a $25,000 cash annual retainer
to Mr. Griffin under the terms of E*TRADE's non-employee director
compensation policy as in effect from time to time, as described
in E*TRADE's 2009 proxy statement.

                     About E*TRADE FINANCIAL

The E*TRADE FINANCIAL family of companies provides financial
services including trading, investing and related banking products
and services to retail investors.  Securities products and
services are offered by E*TRADE Securities LLC (Member
FINRA/SIPC).  Bank products and services are offered by E*TRADE
Bank, a Federal savings bank, Member FDIC, or its subsidiaries.

                           *     *     *

According to the Troubled Company Reporter on May 25, 2009,
Standard & Poor's Ratings Services said it lowered its ratings,
including the long-term counterparty credit and senior debt
ratings, on E*TRADE Financial Corp. to 'CCC-' from 'B'.  S&P also
lowered S&P's counterparty credit and certificate of deposit
ratings on E*TRADE Bank to 'CCC+' from 'BB-'.  S&P has revised the
CreditWatch to negative from developing, where the ratings were
placed on December 22, 2008.

As reported by the Troubled Company Reporter on May 18, 2009,
Moody's Investors Service downgraded to Caa3 from B2 the ratings
on the senior unsecured bonds of E*TRADE.  Moody's also lowered to
B3 from B2 E*TRADE's long-term issuer rating.  All long-term
ratings including those of E*TRADE's thrift subsidiary, E*TRADE
Bank (BFSR at D-, Deposit Rating at Ba3), remain on review for
possible downgrade, originally commenced on April 29, 2009.
E*TRADE Bank's short-term rating remains Not-Prime.

The downgrade of the bond ratings to Caa3 reflects the increased
probability of material credit losses for E*TRADE's senior
bondholders as a result of the company's stated strategy to employ
debt-for-equity exchanges as the primary tool in reducing leverage
and improving the company's precarious financial condition.
E*TRADE said in a regulatory filing that it "anticipate[d] that
the primary method for reducing [its] debt will involve debt-for-
equity exchanges."


EDGAR MILES: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Edgar Miles
        A. Yvonne Miles
        1209 Cerrito Bonito
        El Paso, TX 79912

Bankruptcy Case No.: 09-31255

Chapter 11 Petition Date: June 11, 2009

Court: Western District of Texas (El Paso)

Debtor's Counsel: Corey W. Haugland, Esq.
                  chaugland@jghpc.com
                  James & Haugland P.C.
                  P.O. Box 1770
                  El Paso, TX 79949-1770
                  Tel: (915) 532-3911

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Compass Bank                   other             $5,423,547
PO Box 4943
Houston, TX 77210

Miles El Paso Investments Ltd. Other             $2,500,000
820 Rosinante
El Paso, TX 79922

Pete Leininger                 other             $1,180,000
12000 Heubner, Suite 103
San Antonio, TX 78230

National Enterprise System     credit card       $94,714

El Paso County Tax             taxes             $47,366

Advanta Bank Corp.             credit card       $24,627

Bank of America                credit card       $23,607

Jeff Alley                     fees              $20,064

GECU                           purchase money    $12,696

Capital Managements Svcs. LP   credit card       $7,425

Lincold County Treasurer       taxes             $5,578

Citi Cards                     credit card       $1,267

Lauterbach Borschow & Co.      other             $1,165


EDRA BLIXSETH: Accused of Fraud by Ex-Husband
---------------------------------------------
Former Yellowstone Mountain Club LLC head Tim Blixseth said in
court documents that ex-wife and bankrupt Edra Blixseth repeatedly
committed financial fraud.

Matthew Brown at The Associated Press relates that while
Ms. Blixseth blamed her former husband for driving the Yellowstone
Club into bankruptcy and for spurring her own bankruptcy,
Mr. Blixseth claimed that his ex-wife tried to ruin him by
scuttling a bid to sell the Yellowstone Club in 2008 for about
$470 million, which is more than four times the $115 million that
CrossHarbor Capital Partners is now paying to acquire the Company.

Ms. Blixseth had "engaged in a systematic campaign riddled with
fraud, deception and illegal conduct with the singular goal of
wrestling control of the (Yellowstone Club) and ruining me in all
respects, at whatever the costs," Mr. Blixseth said in court
documents.

According to The AP, Ms. Blixseth had asked a federal judge in
Butte for time to reorganize her financial affairs, to avoid a
forced sale of her assets.  The AP relates that Mr. Blixseth filed
a motion to block that request.  The AP states that Ms. Blixseth
said that as part of reorganizing her affairs, she may try to
reopen the divorce case, which could potentially shift some of her
debts onto Mr. Blixseth.

The AP reports that a hearing on the case will be held on June 16.

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

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


EJ'S SHOES: To Drop Under-Performing Shoe Stores
------------------------------------------------
EJ's Shoes, Inc., which has filed for Chapter 11 bankruptcy
protection, said it intends to continue operating in "strongest
retail locations while it renegotiates or drops leases in several
others."  EJ Shoes operates in Missouri, California, Texas, and
Arizona.

According to St. Louis Business Journal, EJ's Shoes will continue
to operate its two St. Louis stores, and will keep its Palm
Desert, California store.

Angela Mueller at St. Louis Business Journal relates that EJ's
Shoes would close its Texas and Arizona stories if it fails to
renegotiate cheaper rents with its landlords.  Business Journal
quoted EJ's Shoes as saying, "In Houston, business at several
stores never fully rebounded after the hurricanes hit shutting
down all stores for 10 days and in Arizona, particularly the
Phoenix location has been hurt by diminishing numbers of snowbird
shoppers who did not return this winter."  According to the
report, EJ's shoes already closed its Costa Mesa, California
store.

Saint Louis, Missouri-based EJ's Shoes, Inc., fka Famous Brand
Shoes, is a local shoe retailer founded in St. Louis in 1972 by
Edward "E.J." Nusrala and his family.  Mr. Nusrala and his family
still are the majority shareholders in the company.  It operates
15 discount shoe stores across the country under the EJ's Designer
Shoe Outlet, E&J's Designer Shoe Outlet and Shoe Cents names.

The Company filed for Chapter 11 bankruptcy protection on June 5,
2009 (Bankr. E.D. Mo. Case No. 09-45350).  Nicholas A. Franke,
Esq., at Spencer Fane Britt Browne LLP assists the Company in its
restructuring efforts.  The Company listed $500,001 to $1,000,000
in assets and $10,000,001 to $50,000,000 in debts.


ENERGY HOLDINGS: Fitch Affirms 'BB' Senior Unsecured Debt Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings and
individual security ratings of Public Service Enterprise Group
Inc., and subsidiaries PSEG Power LLC, Public Service Electric and
Gas Co., and PSEG Energy Holdings LLC.  The Outlook for each
entity is Stable.

In addition, Fitch has withdrawn the Trust preferred securities
ratings of PSEG and Enterprise Capital Trust I, II, and III since
these securities have been retired.

Fitch has affirmed these:

PSEG

  -- IDR at 'BBB+';
  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2';
  -- Senior unsecured debt at 'BBB+'.

PSEG Power

  -- IDR at 'BBB+';
  -- Senior unsecured debt at 'BBB+'

PSE&G

  -- Issuer Default Rating at 'BBB+'
  -- First Mortgage Bonds at 'A';
  -- Preferred stock at 'BBB+';
  -- Short Term IDR at 'F2'
  -- Commercial paper at 'F2'.

Energy Holdings

  -- IDR at 'BB+';
  -- Senior unsecured debt at 'BB'.

PSEG's ratings reflect the strong cash flows and financial
stability of its two major subsidiaries, PSEG Power, a wholesale
power generator, and PSE&G, a regulated utility, along with a
moderate level of parent and consolidated debt.  The ratings also
consider the potential cost of resolving the tax liability related
to the leveraged lease portfolio of subsidiary PSEG Energy
Holdings.  As of March 31, 2009, the tax exposure is $1.2 billion,
excluding interest and penalties.  PSEG has already deposited
$180 million of that amount with the IRS and additional payments
are likely in 2009.  Absent a settlement, PSEG may pursue
litigation.  Fitch believes PSEG has the wherewithal to fund the
potential tax payments with a combination of available cash, asset
sales and debt and to maintain its current credit quality.  As of
March 31, 2009, the ratio of debt/EBITDA was 2.3 times (x) and
will remain below 3.0x even under a stress scenario where PSEG
funds the entire tax liability with debt.

PSEG Power's ratings reflect its strong financial profile,
including moderate leverage, the favorable competitive position of
its low-cost nuclear and coal generating fleet and the value of
operating in markets where heat rate curves are relatively high
and supplies are constrained.  The Stable Outlook is supported by
a regulatory scheme in New Jersey that provides a rolling three-
year hedge for a significant portion of PSEG Power's baseload
generating assets, and the relative strength of the electricity
markets in which PSEG Power owns generating assets.  In addition,
forward sales of energy and capacity should mitigate the negative
cash flow impact from the decline in power prices experienced
since August 2008.  The pricing of PSEG Power's capacity has been
fixed through mid-2012, with a substantial portion of energy
contracted through 2010 with lesser amounts in 2011.  The primary
credit concerns are the financial impact of an extended coal or
nuclear plant outage and potentially stricter environmental
regulations.

The ratings of PSE&G reflect a credit profile that is strong
relative to its peers and the relative predictability of its
earnings and cash flows due to the absence of any commodity price
exposure.  The recent approval by the New Jersey Board of Public
Utilities of approximately $700 million of new infrastructure
projects together with regulatory mechanisms to recover the
capital costs, including a 10% return on equity, should further
improve cash flow and net margins.  In addition, PSE&G is
investing approximately $750 million to construct its portion of
the Susquehanna to Roseland transmission line that will benefit
from a FERC approved incentive ROE of 12.93% and 100% Construction
Work in Progress in rate base.

The ratings of Energy Holdings reflect the risk of its merchant
generating business, moderate debt levels and manageable capital
expenditures.  The ratings and Stable Outlook also assume that
resolution of the IRS tax liability, related to its leverage lease
portfolio, will be funded with a combination of available cash and
proceeds from asset sales without the addition of substantial
leverage.  The company has reserved for the liability, but the
timing of a resolution is uncertain.


FENWAL INC: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed all of
its ratings on Lake Zurich, Illinois-based Fenwal Inc., including
the 'B' corporate credit rating, and removed them from
CreditWatch, where they were placed on Feb. 6, 2009.  The outlook
is negative.

The rating affirmation reflects the June 2, 2009, ruling regarding
litigation brought against Fenwal Inc. by Haemonetics Corp.
alleging patent infringement.

The June 2, 2009, ruling places an injunction against Fenwal for
the sale of the disposable ALYX kits, effective Dec. 1, 2010, and
also provided that Fenwal pay Haemonetics a 10% royalty on sales
of the disposable kits for the period from Jan. 30, 2009, to
Dec. 1, 2010.  Since S&P expects Fenwal to begin producing its
new, alternative piece later in the year, S&P does not believe
that Fenwal will be affected by the injunction, although it will
have to pay royalties until the new product becomes available.
Fenwal is arranging a surety bond to appeal the $15.7 million in
damages (with prejudgment interest and related fees, the final
total approximates $16.5 million) that it was previously ordered
to pay Haemonetics.

The low speculative-grade ratings on Fenwal reflect the risks tied
to its narrow business, tight liquidity and thin credit
protection.

Since its spin-off from Baxter International Inc. in the March
2007 purchase by Texas Pacific Group and Maverick Capital, Fenwal
has focused on improving the efficiency of its operations in the
whole blood and blood products collection field.  At the same
time, it has attempted to convert its relatively loyal client base
to its ALYX automated red blood cell collection product, from an
older manual RBC product, while also capturing new customers.
Automated sales continue to take market share from manual, as
customers demand the benefits of higher blood and component yield
that automated collection offers; indeed, automated RBC collection
sales grew 15% in 2008 compared with an 8% growth in manual.  As a
result, it is important for Fenwal to realize gains in automated
RBC to offset the expected declines in its manual RBC business,
which accounted for 54% of 2008 sales.  Although the company's
efforts to date have been successful (in the five years since
Fenwal introduced ALYX, it has obtained 37% of the automated RBC
market, compared with its sole competitor Haemonetics) the company
now remains challenged, as a result of the patent infringement
lawsuit, to successfully produce the new replacement piece in its
ALYX disposable kits.  If Fenwal cannot do this, or experiences
significant delays in doing so, it risks losing future conversions
of manual customers to Haemonetics.  This would result in a loss
of future recurring revenue and higher margins from the disposable
kits.


FILENE'S BASEMENT: Rewinds Auction; Men's Wearhouse Drops Offer
---------------------------------------------------------------
Vinnee Tong at The Associated Press reports that Filene's Basement
Inc. is reopening its auction for its chain of department stores,
after prematurely declaring Men's Wearhouse Inc. as winner.

As reported by the Troubled Company Reporter on June 12, 2009,
Stanley Chera's Crown Acquisitions objected to the results of the
auction where Filene's declared that Men's Wearhouse Inc. made the
best offer for the business.  Crown contended that Filene's and
the official committee of unsecured creditors violated the court-
approved rules for the auction.  Crown said 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 argued 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 claimed.

Court documents say that Men's Wearhouse has dropped its
$67 million offer after a consortium led by Crown Acquisitions
filed a motion on Tuesday accusing the company and its lawyers at
K&L Gates of breaching the rules that a bankruptcy judge had set
for the auction.

Crown said in court documents that Men's Wearhouse missed the bid
application deadline, failed to fulfill certain conditions
required of any bid -- including a quick closing date -- and
conspired with Filene's and the creditors committee to change its
bid in the middle of the auction.

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.


FONTAINEBLEAU LAS VEGAS: Receives Approval of First-Day Motions
---------------------------------------------------------------
Fontainebleau Las Vegas, LLC received approval from the U.S.
Bankruptcy Court for the Southern District of Florida, Miami
Division, of its first-day motions, including permission to pay
employees wages, salaries and benefits incurred before and after
the company voluntarily filed for Chapter 11 on June 9, 2009.

The Company also received interim authorization to use up to $8.2
million to fund postpetition obligations in the ordinary course of
business.  A final hearing on the issue has been set for June 30.

Bankruptcy Judge A. Jay Cristol scheduled a hearing for June 17 to
consider the Company's request for the establishment of a fast
track schedule in respect of its lawsuit against a group of banks
that reneged on their contractual commitment to provide $800
million of construction funding, including consideration of the
Company's motion for partial summary judgment which was filed in
the Bankruptcy Court.  The Company's lawsuit requests the judge to
order the banks to fund $656 million they had refused to fund on
March 2, 2009.  That failure ultimately led to the decision by
Fontainebleau Las Vegas to file for Chapter 11.

"We are pleased with the Court's quick approval of our first-day
orders," said Howard Karawan, Chief Restructuring Officer of
Fontainebleau Las Vegas.  "This is an important initial step today
toward getting Fontainebleau Las Vegas back on track."

                  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)


FORD MOTOR: Won't Issue Additional Equity, Says CEO
---------------------------------------------------
Dow Jones Newswires reports that Ford Motor Corp. CEO Alan Mulally
said that the Company won't tap equity markets or issue additional
equity.

According to Dow Jones, Mulally suggested on Thursday that Ford
was considering trading more of its debt for equity and selling
more common stock to boost its balance sheet.

Ford would remain focused on improving its balance sheet and
cutting debt, Dow Jones says, citing Mr. Mulally.

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

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

                          *     *     *

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

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


GENERAL GROWTH: Court Okays Weil Gotshal's Engagement as Counsel
----------------------------------------------------------------
General Growth Properties, Inc., and its debtor-affiliates
obtained authority from Judge Allan Gropper of the U.S. Bankruptcy
Court for the Southern District of New York to employ Weil,
Gotshal & Manges LLP as their lead bankruptcy counsel, nunc pro
tunc to their petition date.

As previously reported by the Troubled Company Reporter, the U.S.
Trustee objected to the request, questioning the disclosures made
by the firm.  The Debtors, however, believe their proposed
retention of Weil Gotshal satisfies applicable standards governing
professional retention.  Accordingly, the Debtors asked the Court
to overrule the U.S. Trustee's objection and approve their
application.

The Official Committee of Unsecured Creditors supported the
Debtors' request.  Prior to the Court's ruling, the Committee held
that the retention of Weil Gotshal is beneficial to the Debtors'
estates and is necessary for an efficient and successful
reorganization.  In light of the facts and circumstances of the
Debtors' Chapter 11 cases, the Committee noted that the Court's
deference to the Debtors' choice of Weil Gotshal as counsel is
warranted.  The Committee's counsel, Michael S. Stamer, Esq., at
Akin Gump Hauer & Feld LLP, in New York, noted that the retention
of Weil Gotshal in no way abrogates the requirement that Weil
Gotshal apply to the Court for approval of its fees and expenses
and does not usurp the rights of the Court to review, and the U.
S. Trustee, the Committee or any other party-in-interest to review
and object to the approval.

             Weil Gotshal Supplements Disclosures

In line with the U.S. Trustee's comments, Gary T. Holtzer, Esq.,
at Weil Gotshal & Manges LLP, in New York, submitted a
supplemental declaration in support of the Debtors' application to
employ Weil Gotshal.

Mr. Holtzer disclosed that Weil Gotshal and Kirkland & Ellis
remain mindful of the need to minimize the duplication of efforts.
Indeed, he noted that his firm, Kirkland & Ellis and the Debtors'
management have utilized specific protocol to minimize duplication
and to monitor ongoing workflows, which protocol have been in
place since December 2008.  He said Weil Gotshal disclosed the
exact percentage of revenue derived from representing Lehman
Brothers, Inc., General Electric, Microsoft and Citigroup in
unrelated matters, over the last 12 months, to the U.S. Trustee.
He said in the absence of consent, Weil Gotshal cannot bring a
lawsuit against any its current clients, including Lehman, General
Electric, Microsoft, and Citigroup.  To the extent that any
litigation or transactional work requires that Weil Gotshal be
adverse to Lehman, General Electric, Microsoft, or Citigroup in
the Debtors' Chapter 11 cases, Weil Gotshal will discuss the
adversity with the Debtors and Kirkland & Ellis to determine which
firm is best suited to handle the matter.  He added that no
screening procedures have been implemented in connection with the
Debtors' Chapter 11 cases.

In the context of the Weil Gotshal engagement for the Debtors,
Mr. Holtzer explains that the term "directly related" means that
Weil Gotshal will not represent any current client in (i) any
transactional matter in which the Debtors are parties, (ii) any
litigation matter in which any Debtor is a named party adverse to
the Current Client, or (iii) connection with the assertion by the
Current Client of a claim against or equity interest in any of
the Debtors.

Moreover, Mr. Holtzer disclosed Weil Gotshal received periodic fee
advances from the Debtors for professional services to be
performed and expenses to be incurred in connection with the
Debtors' Chapter 11 cases.  With respect to Weil Gotshal's
prepetition fee statement, the fees and expenses were satisfied by
reducing the Debtors' existing credit balance.

As of the Petition Date, the fees and expenses incurred by Weil
Gotshal is $14,226,899, and Weil Gotshal had a remaining credit
balance in favor of the Debtors for future professional services
to be performed, and expenses to be incurred, for $872,821.  The
Remaining Fee Advance is a credit in favor of the Debtors' account
for charges for professional services rendered and to be rendered
and for reimbursement of expenses incurred and to be incurred.
The Debtors and Weil Gotshal will determine how to apply the
Remaining Fee Advance.  In addition to the Debtors and the U.S.
Trustee, WG&M will notify the Court as well as the Committee of
any change in its billing rates.  Mr. Holtzer said the Debtors and
Weil Gotshal have determined not to seek to retain WG&M pursuant
to Section 328 of the Bankruptcy Code.

Moreover, Mr. Holtzer filed with the Court a list of clients who
may be former, current or future clients of Weil Gotshal, which is
available for free at http://ResearchArchives.com/t/s?3daf

Mr. Holtzer maintained that his firm does not hold or represent an
interest adverse to the Debtors' in the matters upon which Weil
Gotshal is to be employed.  He assured the Court that Weil Gotshal
is a "disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                       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: Court Okays Kirkland & Ellis Hiring as Co-Counsel
-----------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York authorized General Growth Properties, Inc.,
and its debtor-affiliates to employ Kirkland & Ellis LLP as their
co-bankruptcy counsel, nunc pro tunc to their petition date.

Judge Gropper overruled the objection by the U.S. Trustee.

Diana G. Adams, the United States Trustee for Region 2, had
objected to the request because in the application, the Debtors
seek to employ Kirkland & Ellis to represent all but six of the
Debtors.  The U.S. Trustee said, among others, this arrangement is
generally disfavored in the Southern District of New York.

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, argued before the Court that the services to be provided
by Kirkland & Ellis and Weil Gotshal & Manges, LLP, are
complimentary, not duplicative.  Thus, the U.S. Trustee's concern
that the scope of services provided by the Debtors' counsels lacks
a clear cut chain of command is unwarranted, Mr. Sprayregen said.
Indeed, he pointed out that the Debtors have defined and monitored
their attorneys' areas of responsibility since December 2008 by
utilizing specific protocols to minimize duplication and monitor
ongoing workflows, including:

  (1) utilizing a coordinated work in process chart to implement
      services provided pursuant to their defined roles;

  (2) holding biweekly update calls to discuss ongoing work
      flows and to address additional services reasonably
      required by the Debtors; and

  (3) holding regular update calls to address more specific or
      immediate issues that arise based on relevant filings,
      each with the goal of minimizing duplication and ensuring
      that each firm leverages off the work of the other.

More importantly, Mr. Sprayregen insisted that Kirkland & Ellis
satisfies the applicable standards for retention under the
Bankruptcy Code.  He asserted that Kirkland & Ellis does not, and
will not, represent Debtors The Rouse Company, LP; Rouse LLC;
General Growth Properties, LP; and General Growth Properties,
Inc., as defendants in a litigation wherein Kirkland & Ellis is
counsel to the plaintiffs.  He explained that Weil Gotshal has
served, and will continue to serve, as exclusive counsel to the
Debtors involved in the State Court Action.  The Debtors are too
far removed from the State Court Action for this action to
constitute a material liability of their estates, he pointed out.

Mr. Sprayregen further explained that although Kirkland & Ellis
briefly represented Caruso Affiliated Holdings in an appeal from a
judgment against two adversaries that include Debtors Rouse
Company Operating Partnership, LP and The Rouse Company BT, LLC,
Kirkland & Ellis never filed an appearance in the Appeal.  He
asserted that since the parties already settled the lawsuit
underlying the Appeal, resulting in its dismissal in January
2009, thus, the Appeal has no bearing on Kirkland & Ellis'
retention.  However, out of abundance of caution, Kirkland &
Ellis does not and will not represent the two Debtors involved in
the Appeal.

Accordingly, Kirkland & Ellis maintains that it does not hold or
represent an interest adverse to any Debtor or its estate and is
"disinterested" as required by Section 327(a) of the Bankruptcy
Code, Mr. Sprayregen asserted.

                   Committee Supports Debtors

The Official Committee of Unsecured Creditors joined in the
Debtors' response and believes that Kirkland & Ellis does not have
a conflict of interest meriting disqualification or is not a
"disinterested person."

According to the Committee's counsel, Michael S. Stamer, Esq., at
Akin Gump Hauer & Feld LLP, in New York, Kirkland & Ellis has
informed all parties-in-interest that it has implemented formal
screening mechanisms and other appropriate firewalls to preserve
client confidentiality and clearly separate attorneys working on
the Debtors' Chapter 11 cases from those working on matters
relating to the applicable Debtors.  The Committee believes that
the continued retention of Kirkland & Ellis is beneficial to the
Debtors' estates and is necessary for an efficient and successful
reorganization.  Mr. Stamer asserted that while working with Weil
Gotshal and Kirkland & Ellis, the Committee has observed no
duplication of effort.  Moreover, he pointed out that the proposed
retention of Kirkland & Ellis does not (i) abrogate the
requirement that it will submit application to the Court for
approval of fees and expenses and; (ii) usurp the rights of the
Court to review, and the U.S. Trustee, the Committee or other
parties-in-interest to review and object to the approval if, among
others, it turns out that Kirkland & Ellis and Weil Gotshal have
duplicated efforts.

                    K&E Supplements Disclosure

To address the U.S. Trustee's concerns, Mr. Sprayregen submitted
to the Court a supplemental declaration in support of Kirkland &
Ellis' proposed retention.

Mr. Sprayregen said Kirkland & Ellis intends fully to comply with
any applicable order entered by the Court regarding interim
compensation payments to professionals, including providing full
disclosure with respect to all fees and expenses invoiced to the
Debtors.  In this regard, Kirkland & Ellis will notify the Court,
the Creditors' Committee, and the U.S. Trustee immediately if the
hourly rates of its professionals change.  He added that if
Kirkland & Ellis' billing rates are increased on an across-the-
board basis, his firm will make specific disclosure of the
increase in the applicable monthly fee statement.

Moreover, Mr. Sprayregen clarified that less than 22% of GMAC
Commercial Corporation is owned by General Motors Acceptance
Corporation; the remainder is owned by Capmark Financial Group,
Inc., an entity that is independent from General Motors and
General Motors Corporation.  He said that Kirkland & Ellis'
representation of GMAC Commercial Mortgage Corporation was
inactive since July 2008 and has now been closed.  Accordingly, he
said Kirkland & Ellis may take positions adverse to GMAC
Commercial Mortgage Corporation.  Moreover, he noted that since
General Motors Acceptance Corporation no longer has a direct
interest as either a special or master servicer with respect to
the Debtors, he is not aware of any adverse interest arising from
Kirkland & Ellis' connection to General Motors, General Motors
Acceptance Corporation or GMAC Commercial MortgageCorporation that
would create a conflict.  However, he disclosed that Kirkland &
Ellis will not take positions directly adverse to affiliates of
Goldman Sachs Group, Inc., General Motors or General Motors
Acceptance Corp. without first securing a waiver.  If necessary,
Kirkland & Ellis would take reasonable steps to seek a waiver, he
assured the Court.

Moreover, Mr. Sprayregen disclosed that two attorneys of Kirkland
& Ellis had agreed to donate 2,350 shares of GGP's common stock.
Although GGP is not represented by Kirkland & Ellis, at the
request of the U.S. Trustee, the attorneys have divested those
investments and no longer hold any interest in any shares of GGP.

                     Court Okays K&E Retention

In his ruling, Judge Gropper noted that the retention of Kirkland
& Ellis pursuant to Section 327(a) is based solely on the unique
facts and circumstances of the Debtors' Chapter 11 cases.  For
one, Judge Gropper held that Kirkland & Ellis' connections to the
State Court Action and the Appeal do not constitute an interest
adverse to the Debtors' estates or affect Kirkland & Ellis'
retention under Section 327(a).  Similarly, Kirkland & Ellis'
connections to the State Court Action and the Appeal do not affect
its status as a "disinterested person" pursuant to Section
101(14).

Judge Gropper held that Weil Gotshal's role as exclusive counsel
to the Specified Debtors is appropriate to address any conflicts
that may arise from Kirkland & Ellis' connection to the State
Court Action.  However, Judge Gropper clarified that his order is
confined to the facts and circumstances of the Debtors' Chapter 11
cases and will not be considered precedential in any other
pleading or case.

                       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: Can Tap AlixPartners as Restructuring Advisors
--------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York authorized General Growth Properties, Inc.,
and its debtor-affiliates to employ AlixPartners as their
restructuring advisors.

The Court will hold a hearing on July 22, 2009, to consider
approval of AlixPartners' success fee. Objections to the Success
Fee are due July 17.

As reported by the Troubled Company Reporter on April 24, 2009, as
the Debtors' restructuring advisor, AlixPartners will:

  * work with the senior management and other employees of the
    Debtors and their advisors to provide financial consulting
    services and restructuring advice;

  * provide support throughout the restructuring, including
    assisting the Debtors in (i) supporting the senior
    management team and finance organization as it plans for and
    works through the restructuring, including cash management,
    business planning, bankruptcy strategy and communication
    with both internal and external constituencies; and (ii)
    later in the Debtors' Chapter 11 cases, formulation and
    negotiation with respect to a plan of reorganization;

  * develop, with management and other advisors to the Debtors,
    contingency plans and financial alternatives in the event an
    out-of-court restructuring cannot be achieved;

  * assist the Debtors in developing a 13-week cash receipts and
    disbursements forecasting tool designed to provide on-time
    formulation related to the Debtors' liquidity;

  * assist the Debtors' investment banker in obtaining and
    compiling information that is needed to present the Debtors
    or one or more business units to prospective purchasers,
    investors or debt holders and to further support those
    efforts by assisting with matters as due diligence and
    obtaining or preparing supplemental information that may be
    required;

  * help to manage those professionals assisting the Debtors in
    the reorganization process as well as those employed by the
    Debtors' stakeholders in an effort to improve coordination
    and ensure that individual work product is consistent with
    the Debtors' overall restructuring goals;

  * assist with the preparation of the statement of affairs,
    schedules and other regular reports required by the Court,
    as well as provide assistance in areas as testimony before
    the Court on matters that are within the firm's area of
    expertise;

  * oversee and assist with the management of the claim and
    claim reconciliation process;

  * assist management with the development of the Debtors'
    revised business plan, and other related forecasts as may be
    required by the bank lenders and other stakeholders in
    connection with negotiations or by the Debtors for other
    corporate purposes;

  * assist in obtaining and presenting information required by
    parties-in-interest during the Debtors' Chapter 11 cases,
    including official committees appointed by the Court and the
    Court; and

  * assist with other matters as may be asked that fall within
    the firm's expertise and that are mutually agreeable.

The Debtors will pay AlixPartners' professionals' customary hourly
rates:

           Professional                 Rate per Hour
           ------------                 -------------
           Managing directors            $685 to $995
           Directors                     $510 to $685
           Vice presidents               $395 to $505
           Associates                    $260 to $365
           Analysts                      $235 to $260
           Paraprofessionals             $180 to $200

The Debtors will also reimburse AlixPartners for expenses
incurred.

AlixPartners seeks payment of a Success Fee upon:

  (i) confirmation of a Chapter 11 plan of reorganization,
      sponsored by certain Debtors; or

(ii) closing of a sale substantially all of the assets of GGP
      and certain of its major subsidiaries.

The Success Fee will be $2 million if the Plan is confirmed or the
closing occurs within 15 months of the Petition Date.  The Success
Fee will be reduced to $1.5 million of the Plan is confirmed or
the closing occurs between 15 and 18 months after the Petition
Date.  The Success Fee will be further reduced to $1.5 million
less 20% of the hourly fees incurred by AlixPartners if the Plan
is confirmed or the closing occurs on the 19th month after the
Petition Date.

James Mesterham, a managing director at AlixPartners, LLP,
discloses that his firm is connected to parties-in-interest listed
at http://ResearchArchives.com/t/s?3db1 Mr. Mesterham further
discloses that the U.S. Trustee for Region 2 has asked
AlixPartners to confirm its ability to be adverse to each entity
listed in the firm's previously disclosed client contacts.  He
states that AlixPartners is not aware of any existing disputes
with any of the Client Contacts that would require it to be
adverse to the Client Contacts, except that the Debtors may have
lease issues with four Client Contacts, which AlixPartners may
provide general consulting services with respect to real estate
strategies.  In the event that any investigation or litigation
required, AlixPartners may advise the Debtors that any necessary
litigation support must be handled using other resources.  Despite
those disclosures, Mr. Mesterham maintains that AlixPartners holds
no adverse interest as to the matters for which it has been
employed by the Debtors.

                       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: Can Hire Miller Buckfire as Financial Advisor
-------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York approved the application filed by General
Growth Properties Inc. and its debtor-affiliates to employ Miller
Buckfire & Co., LLC, as their financial advisor and investment
banker, nunc pro tunc to April 16, 2009.

The Court will hold a hearing on July 22, 2009, to consider
approval of the Completion Fee, Initial DIP Financing Fee, and
other Financing Fees as set forth in Miller Buckfire's Employment
Application.  Objections to the Fees are due July 17.

As reported by the Troubled Company Reporter on April 24, 2009, as
the Debtors' financial advisor, Miller Buckfire will:

  (a) familiarize itself with the business, operations,
      properties, financial condition and prospects of the
      Debtors;

  (b) if the Debtors determine to undertake a transaction and
      Financing, advise and assist the Debtors in structuring
      and effecting the financial aspects of a transaction or
      transactions;

  (c) review and analyze the Debtors' business plans and
      financial projections prepared by the Debtors, including
      testing assumptions and comparing those assumptions to
      historical and industry trends;

  (d) review and analyze the Debtors' liquidity position and
      assist management in identifying areas and means to
      improve and preserve the Debtors' liquidity;

  (e) assist in the determination of a capital structure of the
      Debtors;

  (f) assist in the determination of a range of values for the
      Debtors on a going concern basis;

  (g) attend meetings of the Debtors' Board of Directors at its
      commitments;

  (h) provide financial advice and assistance to the Debtors in
      connection with a sale or in developing and seeking
      approval of a restructuring plan;

  (i) provide financial advice and assistance to the Debtors in
      structuring any new securities to be issued under the
      Plan;

  (j) assist the Debtors or participate in negotiations with
      entities or groups affected by the Plan;

  (k) in connection with a sale, identify potential acquirors
      and, at the Debtors' request, contract those potential
      acquirors;

  (l) assist the Debtors and participate in negotiations with
      potential acquirors; and

  (m) participate in hearings before the Court with respect to
      matters upon which Miller Buckfire has provided advice,
      including coordination with the Debtors' counsel with
      respect to testimony.

The Debtors will pay Miller Buckfire:

  (a) a retainer of $1,2509,000, which will be applied against
      a monthly fee and any other fees or expenses due and
      payable after the filing until exhausted;

  (b) a financial advisory fee of $200,000, which will be due
      and paid by the Debtors upon execution of Miller
      Buckfire's engagement letter;

  (c) a monthly financial advisory fee of $300,000, which will
      be due and paid by the Debtors beginning on January 1,
      2009, and thereafter on the first day of each month during
      the term of Miller Buckfire's engagement.  Fifty percent of
      the aggregate monthly advisory fees paid to Miller Buckfire
      after January 1, 2010 will be credited against any
      Completion Fee;

  (d) a completion fee, contingent upon the consummation of a
      Transaction and payable at the closing, equal to
      $22,500,000;

  (e) a Financing fee of 1% of the aggregate amount of a
      commitment for a DIP Financing on the Petition Date, which
      fee will be due and payable upon closing of the DIP
      Financing;

  (f) Financing Fees in respect of any Financing payable upon
      closing equal to:

         (i) 1% of the gross proceeds of any loans issued that
             is secured by a first lien;

        (ii) 3% of the gross proceeds of any loans issued that
             (x) is secured by a second or more junior lien, (y)
             is unsecured and (z) is subordinated; and

       (iii) 5% of the gross proceeds of any equity or equity-
             linked securities or obligations issued.  No fee
             will be payable for a Financing that involves an
             individual or portfolio based rollover, extension,
             modification or refinancing of loans at any of the
             Debtors' project level direct or indirect
             subsidiaries.

  (g) 50% of all Financing fees paid will be credited against
      the Completion Fee.

                       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: Hires Jenner & Block as Special Litigation Counsel
------------------------------------------------------------------
General Growth Properties Inc. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Jenner & Block LLP as their special
litigation counsel.

As reported by the Troubled Company Reporter on April 24, 2009, as
the Debtors' litigation counsel, Jenner & Block will continue to
advise them with respect to pending litigation, regulatory, and
insurance coverage matters, including:

  * Barnes v. General Growth Properties, et al., in which a
    former GGP employee seeks to bring a class action alleging,
    among other things, that the defendants breached fiduciary
    duties under the Employee Retirement Income Security Act in
    connection with the administration of the Debtors' 401(k)
    savings plan;

  * Zable v. General Growth Properties, et al. wherein a former
    GGP employee seeks to bring a class action alleging, among
    other things, that the defendants breached fiduciary duties
    under ERISA in connection with the administration of the
    Debtors' 401(k) savings plan;

  * Kaminske v. General Growth Properties, et al., wherein a
    former GGP employee seeks to bring a class action alleging,
    among other things, that the defendants breached fiduciary
    duties under ERISA in connection with the administration of
    the Debtors' 401(k) savings plan;

  * Gorham v. General Growth Properties, et al., wherein
    plaintiffs of the class actions seek class action
    certification, compensatory damages in an unspecified
    amount, and an award of costs and expenses;

  * Austin v. Bucksbaum v. General Growth Properties, et al.
    wherein a purported GGP shareholder, has filed a shareholder
    derivative lawsuit in the Chancery Division of the Circuit
    Court of Cook County;

  * Julie M. Reed et al. v. Village of West Dundee et al.,
    wherein alleged residents of West Dundee, Illinois seek to
    enjoin the development of a Wal-Mart retail store in West
    Dundee, Illinois, alleging that the development violates
    certain local property and building ordinances; and

  * an ongoing and confidential regulatory inquiry.

The Debtors will pay Jenner & Block's professionals' customary
hourly rates:

           Professional              Rate per Hour
           ------------              -------------
           Partners                   $525 to $835
           Associates                 $290 to $475
           Paraprofessionals          $140 to $245
           Project Assistants         $130 to $145

                       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: Creditors Committee Wants Akin Gump as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in General Growth
Properties Inc. and its debtor-affiliates' Chapter 11 cases seeks
authority from the U.S. Bankruptcy Court for the Southern District
of New York to retain Akin Gump Strauss Hauer & Feld LLP as its
counsel, nunc pro tunc to April 24, 2009.

As the Committee's counsel, Akin Gump will:

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

  (b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of the Debtors'
      Chapter 11 cases;

  (c) assist the Committee in analyzing the claims of the
      Debtors' creditors and the Debtors' capital structure and
      in negotiating with holders of claims and equity
      interests;

  (d) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of
      the Debtors and of the operation of the Debtors'
      businesses;

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

  (f) assist and advise the Committee as to its communications
      to the general creditor body regarding significant matters
      in the Debtors chapter 11 cases;

  (g) represent the Committee at all hearings and other
      proceedings before the Court;

  (h) review and analyze motions, applications, orders,
      statements, operating reports and schedules filed with the
      Court and advise the Committee as to their propriety, and
      to the extent deemed appropriate by the Committee
      support, join or object thereto, as applicable;

  (i) advise and assist the Committee with respect to any
      legislative, regulatory or governmental activities;

  (j) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives;

  (k) assist the Committee in its review and analysis of all of
      the Debtors' various agreements;

  (l) prepare, on behalf of the Committee, any pleadings,
      including statements, motions, applications, memoranda,
      adversary complaints, objections or comments in connection
      with any matter related to the Debtors or these Chapter 11
      cases;

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

  (n) perform other legal services as may be required or
      are deemed to be in the interests of the Committee in
      accordance with the Committee's powers and duties as set
      forth in the Bankruptcy Code, Bankruptcy Rules or other
      applicable law.

Akin Gump's professionals will be paid according to the firm's
customary hourly rates:

      Title                              Rate per Hour
      -----                              --------------
      Partners                           $500 to $1,100
      Special Counsel and Counsel        $470 to $810
      Associates                         $290 to $580
      Paraprofessionals                   $75 to $250

Professionals expected to have primary responsibility for
providing services to the Committee are:

   Name                             Position      Rate per Hour
   ----                             --------      -------------
   Michael S. Stamer, Esq.          Partner           $925
   Russell W. Parks, Jr., Esq.      Partner           $855
   Charles R. Gibbs, Esq.           Partner           $795
   James R. Savin, Esq.             Partner           $725
   David M. Dunn, Esq.              Counsel           $560
   Dionisia Kaloudis, Esq.          Counsel           $560
   Robert K. Ozols, Esq.            Associate         $420
   Stefanie L. Kurlanzik, Esq.      Associate         $375

Moreover, the fees and expenses incurred by the Committee on
account of services rendered by Akin Gump in these Chapter 11
cases will be paid as administrative expenses of the Debtors'
estates pursuant to Sections 330(a), 331, 503(b) and 507(a)(1) of
the Bankruptcy Code.

Subject to the Court's approval, Akin Gump will charge for its
legal services on an hourly basis in accordance with its ordinary
and customary hourly rates in effect on the date such services are
rendered, subject to Section 330.

Michael S. Stamer, Esq., a member at Akin Gump Strauss Hauer &
Feld LLP, discloses that his firm represented Debtor General
Growth Properties in 2002.  Jeffrey Krause, Esq., the Akin Gump
partner in charge of GGP's representation left the firm in
January 2002.  Akin Gump also represented Debtor GGP Ala Moana,
L.L.C., in December 2001 through Mr. Krause.

Akin Gump represented Beal Bank in connection with the DIP
financing of certain Debtors but the DIP financing transaction
was ultimately terminated prior to the Petition Date, Mr. Stamer
further discloses.  Beal Bank released Akin Gump to represent the
Committee.

Moreover, Akin Gump prepared a list of parties-in-interest it
represents or has represented in matters unrelated to the
Debtors' Chapter 11 cases.  The list of clients is available for
free at http://bankrupt.com/misc/GenGrowth_AkinGumpDisclosure.pdf

Despite the disclosure, Mr. Stamer asserts that (i) Akin Gump is
not an insider of the Debtors; (ii) no member of Akin Gump has
been, within two years from the Petition Date, a director,
officer, or employee of the Debtors; and (iii) Akin Gump does not
have an interest materially adverse to the interests of the
Debtors' estates or of any class of creditors or equity security
holders of the Debtors.  Accordingly, he maintains that Akin Gump
is a "disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                       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: Pershing Square Discloses 7.5% Equity Stake
-----------------------------------------------------------
In a Schedule 13-D/A filed with the U.S. Securities and Exchange
Commission on June 8, 2009, Pershing Square Capital Management,
L.P., disclosed that it beneficially owns 23,531,369 shares of
General Growth Properties, Inc.'s common stock, which represents
7.5% of 313,765,799 outstanding shares of common stock as of
May 5, 2009.

The amendment is related to Pershing Square II, L.P.'s purchase of
270,000 shares of General Growth's common stock at $1.23 for an
aggregate price of $331,425 on May 26, 2009.  Pershing Square
Capital also disclosed it has shared voting power and dispositive
power of 23,531,369 shares of General Growth's common stock.

Moreover, PS Management GP, LLC, disclosed that it beneficially
owns 23,531,369 shares of common stock and has shared voting and
dispositive power of 23,531,369 shares of common stock.

Pershing Square GP, LLC, also owns 8,449,744 representing 2.7% of
total outstanding stock.  Pershing Square has shared voting and
dispositive power of 8,449,744 shares of common stock.

William A. Ackman, managing member of Pershing Square Entities
also beneficially owns 23,531,369, representing 7.5% of total
outstanding stock.  Mr. Ackman has shared dispositive and voting
power of 23,531,369 shares of common stock.  Mr. Ackman also
discloses that Pershing Square Group has additional economic
exposure to $54,000,000 shares of General Growth's common stock
under certain cash-settled total return swaps, bringing the
Pershing Square Group's total economic exposure to 77,531,369
common shares or 24.7% of the outstanding shares of General
Growth's common stock.

                       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: Lenders Demand Non-Default Contract Rate
--------------------------------------------------------
Deutsche Bank Trust Co. Americas, as administrative agent for
the Fashion Show lenders and the Palazzo lenders, asks the U.S.
Bankruptcy Court for the Southern District of New York to enforce
its final cash collateral order dated May 14, 2009, saying that
the Debtors have refused to pay the "non-default contract rate" of
LIBOR plus 600 basis points, and have instead taken the position
that, beginning with their June 1 interest payment, they will only
pay interest of LIBOR plus 225.

The lenders contend that under the final cash collateral order,
the lenders are entitled to payment of "interest ... at the non-
default contract rate set forth" in their credit documentation as
adequate protection under Sections 361 and 363(e) of the
Bankruptcy Code.

Deutsche Bank requests the Court to direct Debtors to immediately
pay the full amount of non-default contract rate under the
Fashion Show and Palazzo loan agreements and enforce the final
cash collateral order by directing the Debtors to continue paying
the Fashion and Palazzo Agents monthly interest at the rate of
LIBOR plus 600 basis points in accordance with the prepetition
credit documentation.

As reported in the Troubled Company Reporter on May 18, Judge
Allan Gropper authorized, on a final basis, General Growth
Properties, Inc., and its affiliates to tap the cash collateral
securing their prepetition indebtedness.

A full-text copy of the Final Cash Collateral Order is available
for free at:

    http://bankrupt.com/misc/GenGrowth_FinalCashCollOrder.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: Dealers May Advertise at iBidMotors for Free
------------------------------------------------------------
IBidMotors said that during the General Motors and Chrysler
bankruptcy it will offer all GM and Chrysler dealers nationwide
the ability to advertise their entire new and pre-owned inventory
on the iBidMotors online auction site at no charge for 60 days
during the bankruptcy and subsequent reorganization.

"iBidMotors' commitment to GM and Chrysler during these turbulent
times is unprecedented," said Bob Schiff, iBidMotors Founder and
CEO.  "Over 8,000 car dealers are affected by this bankruptcy, and
by offering to advertise their inventory online for free,
iBidMotors will help viable dealerships continue to thrive and
contribute to saving jobs in communities across the country," said
Mr. Schiff.

iBidMotors has hired additional staff to accommodate the influx of
new clients that they expect will take advantage of this
extraordinary offer.  Dealers have until June 30 to sign up for
this program.

Over the past two years the iBidMotors online auction has
generated over $100 million in retail automotive sales, making
them one of the fastest growing automotive sites and the platform
of choice for some of the largest dealer groups in the country.

Consumers who are shopping for autos can visit iBidMotors.com and
search or browse through the thousands of vehicles on the site and
bid, make an offer or just use the "Buy it Now" option to finalize
the transaction with the local car dealer.

Headquartered in Basking Ridge, New Jersey, iBidMotors --
http://ibidmotors.com/-- is a market and technology leader in
online auto auction applications.  The company's portfolio of
applications has revolutionized the ways that auto dealers can
more effectively drive revenue.  iBidMotors enables auto dealers
to seamlessly download their entire inventory into the iBidMotors
auction site for a fixed monthly fee to provide dealers with one
of the most cost effective ways to sell cars.  iBidMotors also
offers a private label product targeted to dealer groups.  Many
former NFL players and NFL Hall of Famers are part of the
iBidMotors team.


GENERAL MOTORS: Defends Dealer Cuts Before Congress
---------------------------------------------------
Josh Mitchell at The Wall Street Journal reports that General
Motors Corp. and Chrysler LLC executives defended on Friday their
plans to close thousands of dealers before the Congress.

According to WSJ, lawmakers criticized GM and Chrysler for
treating retailers unfairly, many of them vowing to push
legislation that would require automakers to honor state franchise
agreements.  GM Chief Executive Frederick Henderson explained that
a large network forces dealers of the same brand to compete, often
forcing them to cut prices, which would then lower dealer profits
and erode resale value, WSJ relates.

Closing almost 2,600 of GM's 6,000 U.S. dealerships by 2010 will
save the Company some $2.5 billion annually, much of it associated
with direct payments to dealers but also from expenses for local
ads, training and vehicle service, WSJ states, citing Mr.
Henderson.

According to WSJ, Chrysler Deputy CEO Jim Press said that the
average Chrysler dealer loses money and that "without profits,
dealers can't invest in people, training and facilities."

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: Swapalease.com Reports Increase in Demand in May
----------------------------------------------------------------
General Motors vehicles remain popular in the lease transfer
marketplace despite the automaker's bankruptcy, according to
Swapalease.com.

Swapalease.com tracks vehicle searches on a monthly basis to
monitor trends and gauge vehicle demand.  For the month of May,
Swapalease.com reports that searches for most Chevrolet, GMC and
Cadillac models have either remained steady or increased in the
past month.

The Chevrolet Corvette had the most notable jump in searches last
month. Spring and summer are the most popular months for sports
cars and the Corvette in years past has always been strong on
leasing.

    1. Chevrolet Corvette
    2. GMC Acadia
    3. Cadillac Escalade
    4. Cadillac CTS
    5. Chevrolet Tahoe
    6. Chevrolet Silverado
    7. Cadillac Escalade EXT
    8. GMC Yukon
    9. Hummer H2
   10. Hummer H3

Hummer models were heavily searched and only time will tell if
this trend continues after GM's recent acknowledgement of the
brand's sale to a Chinese manufacturing company.

Part of the increase in GM vehicle searches may be attributable to
their captive finance company GMAC effectively exiting leasing
early in the final quarter of 2008 by no longer offering subvented
leases.  With fewer attractive leases originating on domestic
vehicles, consumers are turning to Swapalease.com and taking
advantage of those already in process.

"Our user data indicates that the economy, and a recent uptick in
fuel prices have not resulted in a drop in demand in our lease
transfer marketplace," says Ron Joseph, co-founder of
Swapalease.com.  "What we are learning is that people still want
to lease GM vehicles.  Despite the bankruptcy and general
negativity in the news, GM vehicle quality has never been better.
We anticipate that as GM reemerges stronger and as the economy
recovers, General Motors will once again embrace leasing based on
consumer demand and the volume it can bring to the automaker."

For more information about lease transfers, call 866-SWAP-NOW or
visit http://www.swapalease.com/

                       About Swapalease.com

Headquartered in Cincinnati, Ohio, Swapalease.com --
http://www.swapalease.com/-- is the world's largest automotive
lease marketplace and the pioneer in facilitating lease transfers
online.  First conceptualized in 1997, Swapalease.com has evolved
into a leading automotive consumer online destination servicing
all aspects of the automotive leasing lifecycle.


GEORGIA GULF: Bank Debt Trades at 18% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Georgia Gulf is a
borrower traded in the secondary market at 81.54 cents-on-the-
dollar during the week ended June 12, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 9.95 percentage points
from the previous week, the Journal relates.   The loan matures
October 3, 2013.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's C rating.

                       About Georgia Gulf

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

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

                           *     *     *

Georgia Gulf withheld payment of $34.5 million of interest due
April 15, 2009, for the 2014 notes and 2016 notes.  Under the
indentures governing those notes, the Company had a 30-day grace
period to pay the withheld interest before the noteholders could
seek remedies.  On May 11, 2009, the Company announced a bank
amendment that allows the Company to continue to withhold the
interest payments until June 15, 2009, without constituting a
default under the senior secured credit agreement.  On May 13,
2009, forbearance agreements were reached with the requisite
percentages of note holders for all three issues of unsecured
notes in which those parties agree to not seek remedies related to
the withheld interest payments until June 15, 2009.

As reported in the Troubled Company Reporter on May 26, 2009,
Moody's Investors Service lowered Georgia Gulf's Probability of
Default Rating from Caa3 to Caa3/LD reflecting the deemed limited
default due to the non-payment of interest on its 9.5% Guaranteed
Sr. Unsecured Notes due 2014 and the 10.75% Sr. Subordinated Notes
due 2016.


GOLF CLUB: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: The Golf Club of Dublin, LLC
                5805 Eiterman Road
                Dublin, OH 43016
                Tel: (614) 792-3825

Case Number: 09-56569

Involuntary Petition Date: June 11, 2009

Court: Southern District of Ohio (Columbus)

Petitioners' Counsel: Jerry E Peer, Jr., Esq.
                      jep@abglawyers.com
                      Adams, Babner & Gitlitz LLC
                      5003 Horizons Drive
                      Columbus, OH 43220
                      Tel: (614) 451-4227
                      Fax: (614) 451-3156

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Adams, Babner, & Gitlitz, LLC  legal fees           $17,876
5003 Horizons Drive
Suite 200
Columbus, OH 43220
Tel: (614) 451-4227

BizCarta, Inc.                 consulting           $2,770
5695 Avery Road
Suite E
Dublin, OH 43016

Andres O'Neil & Lowe           insurance fees       $10,068
P.O. Box 627
Bryan, OH 43506


GOTTSCHALKS INC: Has More Than 40 Properties to Dispose
-------------------------------------------------------
Tim Sheehan at The Fresno Bee reports that after the sale of its
12 store locations in California, Washington, and Alaska,
Gottschalks Inc. still has to dispose of more than 40 properties.

The Fresno Bee relates that Gottschalks still has its corporate
headquarters in north Fresno, its Madera distribution center, and
30 stores.

According to The Fresno Bee, Gottschalks CEO James Famalette said
that the Company has received offers for some locations, but
others will likely end up in the hands of their landlords.
Gottschalks sought in May 2009 the permission of the U.S.
Bankruptcy Court for the District of Delaware to cancel leases for
16 of its stores in Washington, Oregon, and Alaska, which
according to Mr. Famalette returns control of those properties to
landlords.

Court documents say that leases for three sites bid by Forever 21
were held out of a deal approved by the court.  The sites are
Sacramento's Country Club Plaza, malls in Davis, and Union Gap.
Mall owners at Country Club said in court documents that Forever
21 fails to meet their lease requirements for a full-scale
department store.  Larry Meyer, Forever 21's executive vice
president, said that the company didn't pursue the Sacramento
lease due to the objection and cited similar issues on the Davis
and Union Gap stores, but added that Forever 21 may pursue those
sites in direct talks with landlords outside the bankruptcy
process, The Fresno Bee states.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., will serve as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in
total assets and $197,072,000 in total debts.


HARRAH'S ENTERTAINMENT: S&P Raises Corp. Credit Rating to 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit and issue-level ratings on Las Vegas-based
Harrah's Entertainment Inc. and its wholly owned subsidiary,
Harrah's Operating Co. Inc., along with all issue-level ratings on
Harrah's debt, as outlined in S&P's May 27, 2009 research update.

S&P raised the corporate credit rating to 'CCC+' from 'CCC',
reflecting S&P's assessment that the recent capital raise,
combined with an amendment to certain terms of HOC's senior
secured credit facilities, has alleviated S&P's concerns that
given S&P's expectation for operating performance this year, HOC
would not be able to remain in compliance with its senior secured
leverage ratio covenant.  In addition, S&P raised the issue-level
rating on HOC's senior secured credit facilities to 'B' (two
notches higher than the 'CCC+' corporate credit rating) from 'B-'.
The recovery rating on these loans remains at '1', indicating
S&P's expectation of very high (90% to 100%) recovery for lenders
in the event of a payment default.

S&P also raised its issue-level ratings on HOC's second-priority
senior secured and senior unsecured debt issues, as well as HET
subsidiary Caesars Entertainment Inc.'s subordinated debt issues
to 'CCC-' from 'CC'.  The recovery rating on these securities
remains at '6', indicating S&P's expectation of negligible (0% to
10%) recovery for lenders in the event of a payment default.

In addition, Standard & Poor's removed all of the ratings from
CreditWatch, where S&P had placed them with positive implications
on May 27, 2009, following Harrah's announcement of the planned
capital raise.  The outlook is developing.

"While a highly leveraged financial profile, combined with our
expectation that EBITDA will decline in the mid-teens percentage
area in 2009 and be roughly flat in 2010, will likely result in
credit measures remaining weak over the intermediate term, S&P
believes that ratings upside potential exists if performance on
the Las Vegas Strip and Atlantic City stabilizes in 2010 and
longer-term prospects improve," said Standard & Poor's credit
analyst Ben Bubeck.

"However, if current weak conditions in these markets persist over
an extended period, or if performance deteriorates further," he
added, "Harrah's may face further challenges in servicing its
current capital structure, and S&P believes the company may again
seek to restructure its debt obligations."


HARRAH'S OPERATING: S&P Raises Corp. Credit Rating to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit and issue-level ratings on Las Vegas-based
Harrah's Entertainment Inc. and its wholly owned subsidiary,
Harrah's Operating Co. Inc., along with all issue-level ratings on
Harrah's debt, as outlined in S&P's May 27, 2009 research update.

S&P raised the corporate credit rating to 'CCC+' from 'CCC',
reflecting S&P's assessment that the recent capital raise,
combined with an amendment to certain terms of HOC's senior
secured credit facilities, has alleviated S&P's concerns that
given S&P's expectation for operating performance this year, HOC
would not be able to remain in compliance with its senior secured
leverage ratio covenant.  In addition, S&P raised the issue-level
rating on HOC's senior secured credit facilities to 'B' (two
notches higher than the 'CCC+' corporate credit rating) from 'B-'.
The recovery rating on these loans remains at '1', indicating
S&P's expectation of very high (90% to 100%) recovery for lenders
in the event of a payment default.

S&P also raised its issue-level ratings on HOC's second-priority
senior secured and senior unsecured debt issues, as well as HET
subsidiary Caesars Entertainment Inc.'s subordinated debt issues
to 'CCC-' from 'CC'.  The recovery rating on these securities
remains at '6', indicating S&P's expectation of negligible (0% to
10%) recovery for lenders in the event of a payment default.

In addition, Standard & Poor's removed all of the ratings from
CreditWatch, where S&P had placed them with positive implications
on May 27, 2009, following Harrah's announcement of the planned
capital raise.  The outlook is developing.

"While a highly leveraged financial profile, combined with our
expectation that EBITDA will decline in the mid-teens percentage
area in 2009 and be roughly flat in 2010, will likely result in
credit measures remaining weak over the intermediate term, S&P
believes that ratings upside potential exists if performance on
the Las Vegas Strip and Atlantic City stabilizes in 2010 and
longer-term prospects improve," said Standard & Poor's credit
analyst Ben Bubeck.

"However, if current weak conditions in these markets persist over
an extended period, or if performance deteriorates further," he
added, "Harrah's may face further challenges in servicing its
current capital structure, and S&P believes the company may again
seek to restructure its debt obligations."


HARTMARX CORP: Creditors Sue Banks Over $12MM Lease Settlement
--------------------------------------------------------------
The official committee of unsecured creditors of Hartmarx Corp.
has sued secured lenders with a complaint asking the U.S.
Bankruptcy Court for the Northern District of Illinois to declare
that $12 million resulting from termination of a store lease isn't
part of the lenders' collateral, Bloomberg's Bill Rochelle
reports.

Hartmarx Corp. had a Hickey Freeman retail store at 666 Fifth Ave.
in Manhattan.  With the rent below market prices, Hartmarx
obtained approval from the Bankruptcy Court to terminate the lease
in return for a payment of almost $12 million from the landlord
and the return of a $2 million security deposit.

According to the report, a dispute immediately erupted with the
lenders, owed $114 million at the Chapter 11 filing, over whether
the banks have liens in the lease settlement proceeds.
The Committee takes the position that the lenders never had
perfected security interests because they made no filings in the
New York land records noting an interest in the lease.
Wells Fargo & Co., as agent for the lenders, made a
preliminary objection to the planned sale of Hartmarx's
business, saying it would generate only $56 million cash, or
less than half the bank debt.

Based in Chicago, Illinois, Hartmarx Corporation (HTMXQ) --
http://www.hartmarx.com/-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

Hartmarx and certain affiliates filed for bankruptcy protection on
January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046).
George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric
J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $483,108,000 in total
assets and $261,220,000 in total debts as of August 31, 2008.


HAWKER BEECHCRAFT: Bank Debt Trades at 34% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 65.80 cents-on-
the-dollar during the week ended June 12, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 3.80 percentage points
from the previous week, the Journal relates.   The loan matures
March 26, 2014.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B- rating.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.

As reported by the Troubled Company Reporter on May 11, 2009,
Moody's Investors Service lowered Hawker Beechcraft's probability
of default rating to Ca from Caa2.  At the same time, the
company's corporate family rating of Caa2, B3 rating on secured
bank facilities, Ca on subordinated debt and speculative grade
liquidity rating of SGL-3 were left unchanged.  However,
instrument ratings covering Hawker Beechcraft's unsecured fixed
coupon notes were placed under review for possible downgrade, and
the rating on the unsecured PIK-election notes was lowered to Ca.

The actions follow announcement by the company of a tender offer
to use $100 million of cash to purchase portions of its
outstanding unsecured fixed coupon notes, unsecured PIK-election
notes and subordinated notes at substantial discounts to par
value.  The tender would be financed from cash on hand which has
been supplemented by borrowings under the company's revolving
credit facility that is now fully drawn.  The outlook is
developing and is contingent upon the outcome of the tender offer
and greater clarity on how the company resolves its "balance sheet
management plans".

On May 4, 2009, Hawker Beechcraft announced it would initiate a
tender offer to acquire portions of its unsecured and subordinated
notes at various prescribed prices (all at substantial discounts
to par value) supplemented by early response premiums.  If the
tender transaction proceeds as structured, Moody's would also deem
it to be a distressed exchange, which constitutes an event of
default under Moody's definition of default.


HAYES LEMMERZ: Can't File Form 10-Q on Time, Expects Wider Loss
---------------------------------------------------------------
Patrick C. Cauley, Hayes Lemmerz International, Inc.'s vice
president, general counsel and secretary, disclosed in a
regulatory filing with the Securities and Exchange Commission that
as a result of the demands that the bankruptcy filings have placed
on the time and attention of the Company's management, including
negotiating and obtaining debtor-in-possession financing, the
Company has been unable to complete the work necessary to file
its Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2009, within the prescribed period without unreasonable
effort or expense.  Mr. Cauley says the Company intends to file
the Form 10-Q as soon as practicable.

The Company anticipates that its results of operations to be
included in the Form 10-Q will include significant changes from
the results of operations reported for the fiscal quarter ended
April 30, 2008. Any expected results noted for the first fiscal
quarter of 2009 are not final and are subject to revision prior to
the Company's filing of the Form 10-Q.

"Total sales for the fiscal quarter ended April 30, 2009, are
expected to be approximately $258 million, a decrease of
approximately 55% from the corresponding fiscal quarter ended
April 30, 2008. The reduction in sales was primarily the result of
substantially lower production volumes at North American and
European vehicle manufacturers, which have been negatively
affected by the global recession and troubled capital and credit
markets. As a result of the unprecedented decline in volumes, the
Company expects a slight gross loss for the fiscal quarter,
compared to a gross profit of $63.7 million in the corresponding
fiscal quarter ended April 30, 2008. In addition, net losses are
expected be significantly worse than the net loss of $12.8 million
in the corresponding fiscal quarter in the prior year," Mr. Cauley
says.

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

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

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


HAYES LEMMERZ: Court Orders U.S. Trustee to Appoint Retiree Panel
-----------------------------------------------------------------
With bankrupt automotive wheel maker Hayes Lemmerz International,
Inc. hamstrung by massive retiree obligations, the U.S. Bankruptcy
Court for the District of Delaware has given word that the various
unions representing the Hayes work force will have to form a
retiree committee to help the debtor trim its retiree benefits,
Bankruptcy Law360 reports.

On Wednesday Judge Mary F. Walrath issued an order directing the
U.S. trustee to appoint the retiree committee "as expeditiously as
practicable", but in no event later than July 5, 2009.

As reported in the Troubled Company Reporter on May 28, 2009, to
carry out their restructuring plans, Hayes Lemmerz told the Court
that they are implementing cost reductions and that the cost
associated with retiree medical benefits and life insurance for
both union and salaried retirees is significant, and must be a
part of the reduction.  Accordingly, the Debtors requested the
Court for an order directing the appointment of members to a
Retiree Committee to serve as the sole "authorized representative"
of retired employees.

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

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

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


HERCULES OFFSHORE: Moody's Downgrades Corp. Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from Ba3, its Probability of Default
Rating to B2 from B1, and its senior secured revolving credit
facility due 2012 to B2 (LGD 3, 43%) from Ba3 (LGD 3, 33%) and its
senior secured term loan B due 2013 to B2 (LGD 3, 43%) from Ba3
(LGD 3, 33%).  The outlook is negative.

The downgrade reflects Hercules' extremely weak operating
performance, which Moody's believe will continue into 2010.
Consequently, Moody's anticipates higher covenant compliance risk
over the near-term.  The dramatic drop in upstream spending,
particularly in Hercules' historical market niche, has severely
impacted demand for the company's services.  In addition to its
revenue decline, margins have suffered significantly.  Management
has responded decisively with major cost reductions to bolster
liquidity through this downcycle.  However, Moody's anticipates
more actions will be needed.

The dramatic reduction in drilling and the difficult credit market
conditions have led oil and gas producers to significantly pull
back their capital expenditures.  Hercules' earnings are expected
to steadily deteriorate over 2009 as drilling contractors contend
with rapidly declining utilization and weak pricing for their
services.  Moody's negative outlook anticipates continued sector
weakness and the expectation that covenant compliance will be
pressured.

Hercules' B2 CFR reflects its relatively small scale and potential
covenant issues as a result of a much weaker drilling environment.
The ratings also consider its high financial leverage and low
tangible asset coverage of debt.  These challenges are somewhat
mitigated by Hercules' international drilling and liftboat
businesses.  The B2 rating on the company's senior secured credit
facilities are notched at a level reflective of its position in
Hercules' capital structure taking into account the company's
senior unsecured convertible notes.

Moody's last rating action on Hercules was on June 4, 2007, when
Moody's upgraded the company's CFR rating to Ba3 from B2 and
assigned a Ba3 rating to Hercules' proposed secured credit
facilities.


INNOPRIZE III LLC: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Innoprize III LLC
        3120 Panorama Road
        Riverside, CA 92506

Bankruptcy Case No.: 09-22788

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Innoprize XVIII LLC                            09-22791

Chapter 11 Petition Date: June 10, 2009

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

Judge: Thomas B. Donovan

Debtor's Counsel: William H. Brownstein, Esq.
                  1250 Sixth St., Ste 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581
                  Email: Brownsteinlaw.bill@gmail.com

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

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

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

      http://bankrupt.com/misc/cacb09-22788.pdf

The petition was signed by Cleo Gutierrez, managing member of the
Company.


ISLE OF CAPRI: June 10 Earnings Won't Affect S&P's 'B' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services announced that it 'B' rating
and negative outlook were not affected by the June 10, 2009
earnings announcement by St. Louis-headquartered Isle of Capri
Casinos, Inc.

On June 10, 2009, the Company announced fourth-quarter and fiscal-
year-end 2009 results (Isle's fiscal year ends in April), which
incorporated lower rates of decline than S&P previously expected.
Specifically, fiscal 2009 net revenues and EBITDA decreased 4.7%,
and 2.8%, respectively, after adjusting for nonrecurring and
discontinued operations related revenue, as compared to fiscal
2008.  Adjusted debt to EBITDA and EBITDA coverage of interest at
April 30, 2009, were approximately 7.0x, and 2.0x, respectively.
This compares to S&P's previous expectation for fiscal 2009
revenue to decline in the mid- to high-single digit percent area,
and for EBITDA to decline in the low- to mid-teens percentage
area, which would have resulted in adjusted debt to EBITDA in the
low 8x-area, and interest coverage in the high 1x-area.  Isle's
2009 EBITDA outperformance relative to S&P's expectation is
largely explained by greater than expected cost cuts in the second
half of fiscal 2009.

Notwithstanding better-than-expected EBITDA performance, the
negative outlook reflects S&P's continued concern that the cushion
with respect to Isle's debt to EBITDA covenant in the company's
credit facility will thin significantly beginning in the April
2010 quarter, once certain nonrecurring add-backs to EBITDA roll
off, and given the covenant will have stepped down to 6.75x, as
compared to 7.25x at the April 30, 2009, test date.  The add-backs
are meaningful, and include insurance proceeds received in the
third quarter of fiscal 2009.  S&P's expectation with respect to
the covenant cushion stems from S&P's belief that fiscal 2010
revenue will fall in the low-single digit area, and that fiscal
2010 EBITDA will fall in the mid-single digit area.

S&P believes weak discretionary consumer spending will continue to
impair gaming industry revenues through calendar 2009, and that
many gaming operators will experience high-single-digit percentage
revenue declines in calendar 2009.  Even though S&P expects that
regional gaming markets, such as those in which Isle operates,
will perform more favorably over the next several quarters than
destination-oriented markets, a high level of revenue uncertainty
remains for Isle's portfolio of properties.  In addition, S&P
believes Isle likely exhausted its ability to meaningfully reduce
its cost structure, and S&P assume that the level of corporate
expenses achieved in the second half of 2009 is indicative of run
rate expenses.

S&P will continue to monitor the revenue performance of the
regional gaming markets and Isle's portfolio in coming months, and
S&P may consider a stable outlook once S&P gain comfort that the
covenant cushion will likely remain above 5% to 10% on a sustained
basis, and that the operating environment has stabilized.


JENNIFER CHAN: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jennifer Chan
        2147 Wind River Lane
        Rowland Heights, CA 91748
        Tel: (626) 913-7398

Bankruptcy Case No.: 09-24636

Chapter 11 Petition Date: June 11, 2009

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Douglas M. Neistat, Esq.
                  twilliams@greenbass.com
                  Greenberg & Bass
                  16000 Ventura Blvd #1000
                  Encino, CA 91436
                  Tel: (818) 382-6200
                  Fax: (818) 986-6534

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Hanmi Bank                     property          $5,200,000
3660 Wilshire Blvd.
Penthouse Suite A
Los Angeles, CA 90010

DRM Enterprises LLC            judgment          $1,255,000
PO Box 1025
Deltran, NJ 08075
Tel: (800) 595-1936
Fax: (856) 461-1628

Countrywide                    property          $620,000
450 American Street
Simi Valley, CA 93065

Option One Mortgage            property          $790,000

American Servicing Corp.       property          $506,256

Phoenix Insurance              judgment          $250,000

DECASA                         property          $219,800

Ocwen Loan Servicing           property          $208,000

Johhyn Chan                    loan              $175,000

GLIP International             loan              $90,000

Chase                          credit card       $40,664

American Express               credit card       $30,080

Discover                       credit card       $24,518

Nordstrom/Visa                 credit card       $14,445

Myers & Porter APC             legal services    $12,034


JOEL ATIENZA: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Joel C. Atienza
               Annalisa G. Atienza
               4228 136th Place SE
               Bellevue, WA 98006

Bankruptcy Case No.: 09-15737

Chapter 11 Petition Date: June 11, 2009

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

Judge: Karen A. Overstreet

Debtors' Counsel: Kevin T. Helenius, Esq.
                  40 Lake Bellevue, Ste 100
                  Bellevue, WA 98005
                  Tel: (425) 450-7011
                  Email: efiling@kth-law.com

Total Assets: $3,464,505

Total Debts: $3,483,132

A full-text copy of the Debtors' petition, including a list of
their 18 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/wawb09-15737.pdf

The petition was signed by the Joint Debtors.


JOURNAL REGISTER: Teamsters Pension Fund Balks at Chapter 11 Plan
-----------------------------------------------------------------
A Teamsters union pension fund has filed an objection to the
confirmation of the reorganization plan proposed by Journal
Register Co., Bloomberg's Bill Rochelle reports.  The U.S.
Bankruptcy Court for the Southern District of New York already
approved the explanatory disclosure statement and set June 25 for
the confirmation hearing to approve the plan.

According to the report, the multiemployer pension fund says the
plan unfairly discriminates among unsecured creditors. While trade
suppliers are to be paid in full, other unsecured creditors, such
as the pension fund, are to receive about 10%.

The pension fund says it has an estimated and contingent
$4.2 million claim for withdrawal liability.

The plan is designed to give all of the new stock and
$225 million in new term loans to the pre-bankruptcy secured
lenders owed $695 million.  The distribution is estimated to be
worth 42% for the lenders.

Unsecured creditors with some $27.1 million in claims are
to have a 9.2% recovery under the amended plan.  Existing
stock will be canceled.

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com/-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the

Capital-Saratoga and Mid-Hudson regions of New York.  The Company
also owns JobsInTheUS, a network of 20 employment Web sites.  The
Company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D.N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, represent the Debtors as counsel.  William
M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow-
Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represent the Official Committee of Unsecured Creditors as
counsel.  Conway, Del Genio, Gries & Co., LLC, provides
restructuring management services to the Debtors.  Robert P.
Conway is the company's chief restructuring officer.  The Company
listed $100 million to $500 million in total assets and
$500 million to $1 billion in total debts.


JUANCITO LLC: Chapter 7 Trustee to Auction Liquor License
---------------------------------------------------------
Brian S. Thomas, the Chapter 7 Trustee overseeing the liquidation
of Juancito LLC dba Gensollen's Bar Restaurant and Package Good,
intends to sell the debtor's plenary retail consumption liquor
license (No. 0111-33-012-002, issued by Galloway Township, N.J.)
at 10:00 a.m. on June 25, 2009.  The sale will be conducted at the
office of counsel to the Chapter 7 Trustee:

    Law Office of Brian S. Thomas
    327 Central Avenue, Suite 103
    Linwood, NJ 08221
    Telephone (609) 601-6066

The sale will be free and clear of all liens, encumbrances, and
vendor claims. A 25% cash or equivalent deposit is required at the
time of acceptance of the highest and best bid and the balance is
payable within 30 days.  The sale is subject to regulatory
approvals, and the sale proceeds will be held in escrow by the
Chapter 7 Trustee pending approvals.  If the license cannot be
transferred, due to no fault of the Trustee, 33% of the total sale
price will be retained by the Chapter 7 Trustee as liquidated
damages.  The Chapter 7 Trustee shall have no individual liability
whatsoever.

Juancito, LLC, dba Gensollen's Bar Restaurant and Package Good,
filed for chapter 11 protection (Bankr. D. N.J. Case No. 08-12284)
on Feb. 8, 2008.  A full-text copy of the debtor's petition is
available at http://bankrupt.com/misc/njb08-12284.pdfat no
charge.  The case subsequently converted to a chapter 7
liquidation proceeding.


KB TOYS: Former Directors Balk at Panel's Derivative Claim
----------------------------------------------------------
KB Toys Inc. and several former directors of the bankrupt company
have objected to an effort by unsecured creditors to obtain
standing to pursue a derivative claim in an adversary suit over
$95 million owed to the toy retailer's owner, Prentice Capital
Management Inc., Bankruptcy Law360 reports.

On May 14, 2009, the official committee of unsecured creditors
filed a motion with the U.S. Bankruptcy Court for the District of
Delaware for the entry of an order authorizing the Committee to
commence and prosecute causes of action against certain directors
and officers of KB Toys, Inc. and its affiliates, on a nunc pro
tunc basis and on behalf of the Debtors' estates.  A copy of the
proposed complaint, attached as exhibit A to the motion, is
available at:

      http://bankrupt.com/misc/KBToys.PanelComplaint.pdf

The retailer and five of its former directors, including three
affiliated with Prentice Capital Management, filed the objections
Wednesday in the U.S. Bankruptcy Court for the District of
Delaware.

The Committee said in its motion that "the $25 million transfer
made to PKBT Funding LLC, PKBT Lending LLC and Prentice Capital
Management, LP (the Prentice Entities) in December 2006 under the
overadvance facility was made in derogation of the fiduciary
duties of the directors and officers because, among other things,
the Debtors were insolvent at the time and the Debtors' board of
directors had contemporaneously passed a resolution prohibiting
any further payments under the overadvance facility."

Jonathan Duskin, Charles Phillips and Michael Zimmerman
(collectively, the Prentice Directors) disputes this.  The
Prentice Directors say that:

  -- the resolution did not prohibit any payments as long as the
     Debtors executed acceptable amendments to the senior credit
     facility and the overadvance facility (each of which were
     amended on December 27, 2009); and

  -- the Debtors made the loan repayment to avoid a breach of the
     overadvance facility and a resulting cross-default under the
     $175 million senior credit facility provided by Bank of
     America, N.A."

The Debtors, on the other hand, say that the Committee's complaint
is "void of allegations sufficient to establish a colorable claim
for breach of fiduciary duty."  Further, the Debtors contend that
the complaint is not entirely clear as to what fiduciary duty was
breached and to what extent the Debtors' estates were damaged from
the alleged breach.

The Debtors add that the nunc pro tunc relief is not warranted or
appropriate.  The April 30, 2009 date is only significant because
that was the deadline by which the Committee had to assert a
"Challenge" as defined in the Final Cash Collateral Order dated
January 28, 2009, the Debtors say.  The Debtors goes on to say
that as any claims for breach of fiduciary duty by the Debtors'
officers and directors is not a "Challenge" as defined in the
Final Cash Collateral Order, there is no deadline, outside of
appliable statute of limitations, for the complaint for breach of
fiduciary duty.

                           About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com/-- operates a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of many of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

According to Bloomberg, KB listed assets of $241 million against
debt totaling $362 million in its Chapter 11 petition filed
on December 11.  The debts include $143 million in unsecured
claims; and $200 million in secured claims, including
$95.1 million owed to first-lien creditors where General Electric
Capital Corp. serves as agent; and $95 million owed to second-lien
creditors.

As reported by the Troubled Company Reporter on December 22, 2008,
the Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware allowed KB Toys Inc. to start going-out-of-business
sales.


KINGSWAY FINANCIAL: S&P Withdraws 'B-' Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including its interactive 'B-' long-term counterparty credit and
senior unsecured debt ratings on Toronto-based specialty insurance
provider Kingsway Financial Services Inc. and related entities at
the request of the company.

At the same time, Standard & Poor's assigned its unsolicited 'B-'
long-term counterparty credit and senior unsecured debt ratings to
Kingsway and related entities.  The outlook is negative.

"Despite the company's request to withdraw its interactive
ratings, S&P believes there remains sufficient market interest in
Kingsway (with about US$336 million in debt and hybrids
outstanding as at March 31, 2009) to maintain a pubic rating,
although on an unsolicited basis," said Standard & Poor's credit
analyst Foster Cheng.

This unsolicited rating(s) was initiated by Standard & Poor's.  It
may be based solely on publicly available information and may or
may not involve the participation of the issuer's management.
Standard & Poor's has used information from sources believed to be
reliable, but does not guarantee the accuracy, adequacy, or
completeness of any information used.


KNIGHT-CELOTEX: Forced Into Chapter 7 Bankruptcy
------------------------------------------------
The Associated Press reports that Knight-Celotex, LLC spokesperson
Laura Peet said that Bank of America has forced the Company into
Chapter 7 liquidation.  According to The AP, the Lisbon plant will
remain closed until a buyer can be found.

Headquartered in Northfield, Illinois, Knight-Celotex, LLC --
http://www.knightcelotex.com/-- is the largest fiberboard
manufacturer in the world and the only U.S. fiberboard
manufacturer that both manufactures and ships products nationally
within the United States.  Knight-Celotex is privately owned by
Knight Industries, LLC, and has operations in Lisbon Falls, Maine;
Sunbury, Pennsylvania; and Danville, Virginia.

Knight-Celotex and Knight Industries, LLC, filed Chapter 11
petitions on April 6, 2009 (Bankr. N. D. Ill. Case Nos. 09-12219
to 09-12200).  Scott R. Clar, Esq., at Crane Heyman Simon Welch &
Clar represents the Debtor in its restructuring efforts.  Knight-
Celotex listed assets and debts ranging $10 million to
$50 million.


LANDSOURCE COMMUNITIES: Court OKs Barclays' $140MM Backstop Deal
----------------------------------------------------------------
As reported by the Troubled Company Reporter on May 14, 2009,
Barclays Bank PLC, as Plan Proponent and First Lien Administrative
Agent, asked the U.S. Bankruptcy Court for the District of
Delaware to approve a backstop rights purchase agreement it
entered into with certain investment entities, LandSource
Communities Development LLC, and Newhall Holding Company, LLC, and
the related Rights Offering Premium and Expense Reimbursement.
Barclays also seeks approval of the marketing of the "Backstop
Commitment Amounts" and payment of the Rights Offering Premium in
cash in the event the Debtors either consummate an Alternative
Transaction or a Termination Payment Event occurs.  Barclays
proposes to initiate a rights offering backstopped by certain
investment entities or the "backstop parties" in order to raise up
to $140,000,000 for the Reorganized Debtors, subject to
adjustment.  Accredited Holders of First Lien Claims, Second Lien
Claims and Allowed Unsecured Claims as of the Voting Record Date
will be offered an opportunity to subscribe for the Units in
Holdco LLC, which are issued in connection with the Rights
Offering.  The price of the Rights Offering Units will be equal to
the final Rights Offering Amount divided by the Rights Offering
Units.

                          BoNY Objects

The Bank of New York, in its capacity as administrative agent for
the Second Lien Lenders, points out that the structure of the
Backstop Agreement essentially guarantees that the Backstop
Parties will receive a $7,000,000 premium in cash.  Andrew N.
Rosenberg, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
in New York, tells the Court, on behalf of BoNY, adds that if
there is any amendment or modification to the Second Amended Plan
that is "not reasonably acceptable" to a backstop party, then the
backstop party may terminate its individual total commitment
amount.  Upon that termination, each backstop party is entitled to
receive its portion of the $7,000,000 premium in cash.  Mr.
Rosenberg says that considering that the Second Amended Plan
contains certain provisions that are not legally confirmable,
there will most certainly be some sort of amendment or
modification with respect to the Second Amended Plan or its
Exhibits.  If one of the backstop parties deems those changes "not
reasonably acceptable," then the backstop parties are entitled to
receive their respective portion of the $7,000,000 premium in
cash.  If this premium is paid in cash, Mr. Rosenberg argues, it
would be a totally unwarranted expenditure of the Debtors'
estates' very limited resources and proposed recoveries to
unsecured and undersecured creditors under the Second Amended
Plan.  "The $7,000,000 premium is yet another element of the First
Lien Lenders' efforts to deprive the Second Lien Lenders and
unsecured creditors of value, and should not be approved," Mr.
Rosenberg asserts.

The Official Committee of Unsecured Creditors supports the
objections raised by BoNY.

                         *     *     *

The Court authorized Barclays Bank, as Plan Proponent, to enter
into a Backstop Rights Purchase Agreement with the Debtors.  The
Court approves the terms of the Backstop Agreement and the related
Rights Offering Premium and Expense Reimbursement.

A full-text copy of the June 2 drafted Backstop Rights Purchase
Agreement is available for free at:

   http://bankrupt.com/misc/LandS_BackstopDeal_June2Draft.pdf

The marketing of the Backstop Commitment Amounts and payment of
the Rights Offering Premium in cash in the event Barclays
consummates an alternative transaction or if a termination payment
event occurs is also approved.  Objections not otherwise resolved,
settled or withdrawn are overruled.

                  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)


LANDSOURCE COMMUNITIES: Court Extends DIP Maturity to July 31
-------------------------------------------------------------
LandSource Communities Development LLC and its debtor-affiliates
asked the U.S. Bankruptcy Court for the District of Delaware to
approve certain amendments to the Final DIP Order, which
authorized them to enter into a Superpriority DIP First Lien
Credit Agreement dated June 16, 2008, and provided them with a
revolving line of credit of up to $135 million.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that Barclays Bank, as
administrative agent under the DIP Agreement, has agreed to allow
the Debtors to continue to use cash collateral on certain terms
and conditions set forth in a proposed amendment to the Final DIP
Order.  Mr. Collins tells the Court that the parties believe that
if the Debtors are able to consummate certain asset sales, the
proceeds of those sales, together with the cash currently held by
the Debtors, should provide the Debtors with sufficient liquidity
over the coming months to confirm a plan of reorganization and
emerge from Chapter 11.  The proposed Amendment to the DIP
Facility allows the Debtors to retain the proceeds of the asset
sales with Barclays' consent, Mr. Collins says.

The material provisions of the parties' agreed Amendment to the
DIP Facility are:

  * Uses of Cash Collateral.  If approved, the Amendment will
    allow the Debtors to pay:

      (a) ordinary course expenses as they come due, to the
          extent set forth on the 13-week cash flow budget
          provided to the financial advisors for the First Lien
          Lenders, the Second Lien Lenders, and the Committee;

      (b) any fees and expenses due to Barclays under the
          documents evidencing the DIP Agreement;

      (c) adequate protection amounts due pursuant to the Final
          DIP Order;

      (d) any fee that comes due and payable pursuant to
          Sections 1930 and 156 of the Judiciary and Judicial
          Procedure between the Maturity Date and the Post-
          Maturity Termination Date; and

      (e) any allowed professional fees and expenses that come
          due and payable under Sections 328, 330, and 331 of
          the Bankruptcy Code between the Maturity Date and the
          Post-Maturity Termination Date.

  * Termination Date.  The "Post-Maturity Termination Date"
    refers, under the Amendment, as the earliest to occur of:

      (a) the date on which Barclays provides notice of an
          occurrence of an Event of Default under the DIP
          Agreement;

      (b) the entry of a Court order denying confirmation of
          the Second Amended Joint Chapter 11 Plan Of
          Reorganization for LandSource Communities Development
          LLC and its affiliated debtors proposed By Barclays
          Bank PLC, as may be amended from time to time; or

      (c) July 31, 2009.

  * Carve-Out.  The "Carve-Out" for unpaid professional fees and
    ordinary course trade expenses, as defined under the Final
    DIP Order, is amended so as to be triggered only upon the
    occurrence of the Post-Maturity Termination Date, rather
    than the occurrence of an Event of Default.

  * Fee.  In consideration for its consent to the entry of the
    Amendment, on the effective date of a Plan, Barclays, for
    the account of each Revolver Facility Lender ratably, will
    be entitled to a fee of $1,350,000, which fee will be fully
    earned as of the date of the Amendment.

In light of their existing capital structure and the continuing
turbulence in the credit markets, the Debtors do not believe that
other third party financing is available.

                          Parties Object

The Official Committee of Unsecured Creditors, the Bank of New
York and DK Acquisition Partners, L.P., have expressed their
opposition to the Debtors' DIP Amendment Motion.

"The DIP Amendment Motion is simply an extension of a controlled
liquidation process that the DIP Lenders attempted to put in
place over eleven months ago and that the DIP Lenders are trying
to accomplish now through their Second Amended Plan," Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, contends, on behalf of the Committee.  She adds that
the Debtors have no economic need for the extension and the
conversion of the cases to Chapter 7 may be preferable.  The
Committee also asserts that the cashflow projections should be
filed with the Court or the DIP Amendment Motion should be denied.

"The proposed Amendment to the Final DIP Order does not benefit
these estates and only serves to advance Barclays' Plan," counsel
to BoNY, in its capacity as administrative agent for the Second
Lien Lenders, Andrew N. Rosenberg, Esq., at Paul, Weiss, Rifkind,
Wharton & Garrison LLP, in New York, tells the Court.  He counters
that pursuant to Section 1129(a)(7), Barclays must show that every
dissenting creditor will receive as much or more under the Second
Amended Plan than they would receive if the Debtors were
liquidated under Chapter 7.  BoNY agrees with the Committee that
at this stage, Mr. Rosenberg relates, a Chapter 7 conversion,
rather than additional fees to the First Lien Lenders to carry out
their own Plan, may be in the best interests of all creditors.

Counsel to DK Acquisition, Martin Eisenberg, Esq., in White
Plains, New York, contends that the Maturity Date cannot be
extended under the DIP Agreement without the consent of each the
Lenders.  He adds that since the Debtors do not have to repay the
loans on the Maturity Date, the consent of each of the Lenders is
required under the DIP Agreement.  Accordingly, Mr. Eisenberg
says, Barclay's consent to the Proposed DIP Amendment is
unauthorized and invalid and does not bind the Lenders.  DK thus
Acquisition asserts that the DIP Amendment Motion must be denied.
DK loaned the Debtors $5 million under the Revolver Facility and
is not a prepetition lender.

                           *     *     *

The Court granted the Debtors' request and amended the Final DIP
Order.  The Debtors are permitted to use the Cash Collateral,
between the Maturity Date and the Post-Maturity Termination Date,
for uses the Debtors enumerated.  The Court also approves the
definition of the term "Post-Maturity Termination Date" as
proposed by the Debtors.  Notwithstanding anything to the contrary
in the Final DIP Order, the Carve-Out will be triggered upon the
occurrence of the Post-Maturity Termination Date, as opposed to
the occurrence of an Event Of Default.  The Carve-Out has not yet
been triggered.

In consideration for its consent to the entry of DIP Amendment,
Barclays, as Administrative Agent, for the benefit of each
Revolver Facility Lender ratably, will be entitled on the Plan
Effective Date to receive a $1,350,000 fee.  It will also be
entitled, for the period commencing June 1, 2009 forward, to
interest that will accrue on each outstanding Revolver Facility
Loan at a per annum rate that is 2% per annum in excess of the
rate otherwise applicable under the DIP Credit Documents.

                  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)


LANDSOURCE COMMUNITIES: Creditors Panel Seeks Collateral Valuation
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in LandSource
Communities Development LLC and its debtor-affiliates' Chapter 11
cases, asks the U.S. Bankruptcy Court for the District of Delaware
to:

  (a) determine, as of the Petition Date, the value of the
      collateral securing prepetition obligations to the
      Debtors' lenders; and

  (b) recharacterize, as an unsecured deficiency claim, the
      outstanding amount of the Term Loan Credit Facility Loans
      in excess of $750,000,000.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, asserts that evidence will show that the
value of the Prepetition Collateral as of the Petition Date was
significantly less than $750 million.  Thus, she avers, all of the
outstanding amount of the Term Loan Credit Facility Loans in
excess of $750 million is an unsecured deficiency loan.

The Prepetition Credit Facilities refer to (i) a First Lien
Credit Agreement entered into by certain of the Debtors with
Barclays Bank PLC, as administrative agent, and certain lenders;
and (ii) a Second Lien Credit Agreement entered into by certain
of the Debtors with The Bank of New York, as administrative
agent, and certain lenders, both dated as of February 27, 2007.
The First Lien Facility provides for a revolver facility, letters
of credit and swingline facilities of up to $200 million and a
term loan facility of $1.106 billion.  The Second Lien Facility
provides for a $244 million term loan facility.  To secure their
obligations in the Prepetition Credit Facilities, the Debtors
granted the First Lien Lenders and the Second Lien Lenders a
security interest in certain of the Debtors' assets.

The Committee maintains that it has standing to bring its
Prepetition Collateral Determination Request pursuant to Rule
3012 of the Federal Rules of Bankruptcy Procedure and the Final
DIP Order.

Ms. Jones reminds the Court that the Final DIP Order provides any
statutory committee appointed in the Debtors' Chapter 11 cases
reserves its rights for a determination of the value of the
collateral securing the Debtors' prepetition obligations to the
Prepetition Lenders.

                  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)


LANDSOURCE COMMUNITIES: Creditors Panel Challenges Lenders' Liens
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in LandSource
Communities Development LLC and its debtor-affiliates' Chapter 11
cases, asks the U.S. Bankruptcy Court for the District of Delaware
for an order finding that Barclays Bank PLC, as administrative
agent for the First Lien Lenders, and The Bank of New York, as
administrative agent for the Second Lien Lenders, do not have
liens on certain of the Debtors' real and personal property as
security for certain prepetition lines of credit extended to the
Debtors.

According to Laura Davis Jones, Esq., at Pachulski, Stang Ziehl
& Jones LLP, in Wilmington, Delaware, the Creditors Committee
brings its Prepetition Lien Challenge Motion because the First
Lien Lenders or the Second Lien Lenders have not provided any
basis to show that they have properly perfected liens on certain
deposit accounts, certain cash listed on bankruptcy schedules,
certain real estate that was not properly deeded over, certain
personal property listed in defective Uniform Commercial Code-1
financing statements, and certain assets that are exempt from
inclusion in the prepetition collateral pool.

Ms. Jones asserts that the resolution of the Lien Challenge Motion
in the Committee's favor stands to recover nearly $1 million in
cash for the Debtors' estates, and to resolve that the First Lien
Lenders and Second Lien Lenders do not have any security interests
in real and personal property of substantial, additional value.
The alleged liens at issue relate to:

  (a) The Newhall Land and Farming Company's, Wells Fargo Adv.
      Fund account ending in -9981, containing $198,161 as of
      the Petition Date;

  (b) Lennar Mare Island, LLC's California Bank & Trust account
      ending in -1376, containing $748,033 as of the Petition
      Date;

  (c) certain real property of Debtor Stevenson Ranch Venture
      LLC;

  (d) any UCC-1 financing statement in respect of Lennar Bressi
      Ranch Venture, LLC;

  (e) any UCC-1 financing statement in the incorrect name of
      "LSC Associates," ostensibly relating to "LSC Associates,
      LLC;" and

  (t) any asserted security interest in Exempt Assets of Debtor
      Friendswood Development Company, LLC, and Debtor LSC
      Associates, LLC.

Ms. Jones argues that because the Deposit Accounts are not in
possession of Barclays or BONY and because no control agreements
indicate perfection of a lien as to the Deposit Accounts, valid
liens do not exist for the benefit of the First Lien Lenders or
the Second Lien Lenders with respect to all of the Deposit
Accounts and the $946,195 or more in those Deposit Accounts.

Barclays caused to be recorded a Deed of Trust relating to the
Stevenson Ranch Venture Property, ostensibly in an effort to
record a security interest in that property, Ms. Jones points
out.  However, she cites, according to a title policy, Debtor SRV
did not execute the Deed of Trust recorded on February 28, 2007,
as Instrument No. 20070431208 in the Official Records of Los
Angeles County, California, purportedly in favor of the First
Lien Lenders.  Therefore, Ms. Jones maintains, a valid lien does
not exist for the benefit of the First Lien Lenders with respect
to the SRV Property.

Ms. Jones adds that pursuant to Section 9310 of the California
Commercial Code, a properly prepared UCC-I financing statement
must be timely filed in the proper office to achieve perfection
of a lien.  In addition, the correct name of the debtor must be
included on the UCC-I.  She cites that the Lenders' UCC-1s do not
comport with the requirements of the UCC in that:

(a) No UCC-I was filed prior to March 10, 2008, which is 90
     days before the Petition Date, and thus, the first date of
     the time period for a preference action under Section 547
     of the Bankruptcy Code, in respect of Lennar Bressi Ranch
     Venture, LLC; and

(b) The Second Lien Lenders caused to be filed a financing
     statement in the incorrect name of "LSC Associates,"
     ostensibly relating to "LSC Associates, LLC."

Therefore, because the UCC-1s do not satisfy the requirements of
the UCC, no valid lien exists for the benefit of the Second Lien
Lenders with respect to the UCC-1s, Ms. Jones emphasizes.

Ms. Jones further points out that the Final DIP Order reflects
that some assets had been expressly excluded from the "grant" of a
security interest in the First Lien Security Agreement and the
Second Lien Security Agreement.  However, Ms. Jones says, the
financing statements allegedly providing the First Lien Lenders
and Second Lien Lenders security in the assets of Debtor
Friendswood Development Company LLC and Debtor LSC Associates LLC
fail to note that the liens do not attach to Exempt Assets.
Therefore, a valid lien does not exist as to the Exempt Assets
that are not noted on the financing statements relating to
Friendswood Development and LSC Associates, Ms. Jones maintains.

The Committee further asserts that the Final DIP Order provides it
standing to bring its Lien Challenge Motion to Court.

Ms. Jones says the Committee sought informal discovery from the
Debtors, the First Lien Lenders, and the Second Lien Lenders
relating to those parties' alleged liens in property of the
Debtors.  Upon review of the information gathered, the Committee
asserts that no documentation supports the existence of liens on
the disputed property and thus, the alleged liens on the Disputed
Property are invalid.

                  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)


LANDSOURCE COMMUNITIES: Gets $39.25MM Offer for Washington Square
-----------------------------------------------------------------
Debtor LNR-Lennar Washington Square, LLC, held an auction for the
sale of a real property located in Los Angeles County, California,
commonly known as Washington Square, on May 15, 2009.  VII Pier
Pointe Owner, LLC, with its $39.25 million offer, was subsequently
declared by the Debtor as the bidder with the highest and best
offer at the auction.  The Debtor selected CJUF III Washington
Square LLC, with its $39 million offer, is the next highest bidder
for the Assets to be sold.

The purchaser has submitted a good faith deposit in the amount of
20% of the purchase price.  The deposit will be forfeited if the
parties' Purchase and Sale Agreement is terminated by the Debtor
(i) because of the purchaser failing to close the sale within the
time period agreed, or (ii) because a material breach by the
purchaser of the PSA that would result in a failure of a condition
set forth in the PSA.  The PSA provides that the closing is to
occur no later than two business days after the later to occur of
(i) the entry of the sale order, or (ii) the satisfaction of the
closing conditions set forth in the PSA.  The PSA, however, may be
terminated by the purchaser or the Debtor if the closing has not
occurred by October 1, 2009, due solely to the failure of the U.S.
Bankruptcy Court for the District of Delaware to enter the sale
order.  The Debtor and the purchaser are each required to preserve
and keep the records they or their affiliates hold and which
relate to the Purchased Assets for a period of l0 years from the
closing date.

The sale is currently under advisement status.

                  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)


LANDSOURCE COMMUNITIES: Pachulski Bills $307K for 4 Months' Work
----------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, more
bankruptcy professionals seek payment of fees and reimbursement of
expenses for the services they rendered in LandSource Communities
Development LLC and its debtor-affiliates' Chapter 11 cases for
the period from November 2008 through February 2009:

A. Debtors' Professionals

   Professional             Fee Period    Fees      Expenses
   ------------             ----------    ----      --------
   Warren H. Smith &        11/01/2008-   $18,292        $23
   Associates, P.C.         02/28/2009

   Warren H. Smith notes that the amount of fees it seeks less
   the holdback is $14,634.

B. Official Committee of Unsecured Creditors' Professionals

   Professional             Fee period    Fees      Expenses
   ------------             ----------    ----      --------
   Pachulski Stang          11/01/2008-   $307,334   $28,131
   Ziehl & Jones LLP        02/28/2009

   Pachulski Stang says the total time expended for its fee
   application preparation is approximately three hours and the
   corresponding fee requested is approximately $1,000.

                  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)


LATE NIGHT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Late Night, Inc.
        404 West Hand Avenue
        Wildwood, NJ 08260

Bankruptcy Case No.: 09-25150

Chapter 11 Petition Date: June 11, 2009

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

Debtor's Counsel: Andrew L. Unterlack, Esq.
                  Scott H. Marcus & Assoc.
                  121 Johnson Road
                  Turnersville, NJ 08012
                  Tel: (856) 227-0800
                  Fax: (856) 227-7939
                  Email: aunterlack@marcuslaw.net

Total Assets: $301,000

Total Debts: $3,044,173

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

          http://bankrupt.com/misc/njb09-25150.pdf

The petition was signed by Jon P. Paxton, president of the
Company.


LEAR CORP: Bank Debt Trades at 28% Discount in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Lear Corporation
is a borrower traded in the secondary market at 72.00 cents-on-
the-dollar during the week ended June 12, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 6.82 percentage points
from the previous week, the Journal relates.  The loan matures
March 29, 2012.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by both
Moody's and S&P.

Meanwhile, participations in a syndicated loan under which Dana
Corp. is a borrower traded in the secondary market at 55.20 cents-
on-the-dollar during the week ended June 12, 2009, an increase of
4.70 percentage points from the previous week.  The loan matures
January 31, 2015.  The Company pays 375 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Caa1
rating and S&P's B rating.

Participations in a syndicated loan under which Visteon Corp. is a
borrower traded in the secondary market at 38.69 cents-on-the-
dollar during the week ended June 12, 2009, an increase of 2.90
percentage points from the previous week.  The loan matures
May 30, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating on
the bank debt.  S&P has assigned a default rating.

Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 80.06
cents-on-the-dollar during the week ended June 12, 2009, an
increase of 2.10 percentage points from the previous week.  The
loan matures April 1, 2012.  The Company pays 125 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and S&P's CCC+ rating.

                      About Lear Corporation

Based in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's leading suppliers of
automotive seating systems, electrical distribution systems and
electronic products.  The Company's products are designed,
engineered and manufactured by a diverse team of 80,000 employees
at 210 facilities in 36 countries.  Lear is traded on the New York
Stock Exchange under the symbol [LEA].

                           *     *     *

As reported by the Troubled Company Reporter on June 3, 2009, Lear
did not make the $38 million semi-annual interest payments due
June 1, 2009, with respect to its 8.50% senior notes due 2013, and
8.75% senior notes due 2016.  The Company utilized the 30-day
grace period applicable to the interest payments as it continues
discussions of a possible capital restructuring with its lenders
and certain other parties.

The Company entered on May 13, 2009, into an amendment and waiver
under its primary credit facility, wherein the waiver of covenant
defaults under the primary credit facility would terminate if the
Company were to make any payments with respect to the senior
notes.

Lear had approximately $1.2 billion in cash and cash equivalents
as of April 4, 2009, as compared to approximately $1.6 billion as
of December 31, 2008.  The decline reflects negative free cash
flow in the first quarter, as well as the termination of an
accounts receivable factoring facility in Europe.  Lear had total
assets of $6.4 billion, current liabilities of $4.4 billion and
long-term liabilities of $2.0 billion, resulting in $41.4 million
in stockholders' deficit at April 4, 2009.

Moody's Investors Service has lowered Lear's Probability of
Default and Corporate Family Ratings to Ca, reflecting Moody's
view of the increased risk that some level of debt comprise will
be required as part of the company's negotiation to amend its
senior secured credit facilities.

Standard & Poor's Ratings Services also has lowered its corporate
credit rating on Lear Corp. to 'D' (default) from 'CCC+' and
lowered the issue-level rating on the company's senior unsecured
debt that did not receive the scheduled interest payment to 'D'
from 'CCC'.  S&P lowered the rating on the senior secured debt to
'CC' from 'B', and the rating on the other senior unsecured debt
to 'C' from 'CCC'.  Standard & Poor's Ratings Services also
lowered its corporate credit rating on Lear to 'B-' from 'B'.  At
the same time, S&P also lowered its issue-level ratings on the
company's debt.  The ratings remain on CreditWatch, where they had
been placed with negative implications on November 13, 2008.


LEHMAN BROTHERS: Court Okays Loan Pay-Off Pacts With 44th Street
----------------------------------------------------------------
Beginning in 2006, Lehman Brothers Holdings Inc. provided loans,
aggregating $24,432,000 to finance the construction and
development of a project located at 5 East 44th Street, New York.
As much as $16,650,000 in mortgage loan was provided to 44th
Street Partners I LLC while up to $7,782,000 in mezzanine
construction loan was provided to 44th Street Partners II LLC.

LBHI also made loans aggregating $14,470,000 to finance the
construction and development of a project located at 127-133
Seventh Avenue, New York.  The loan consists of about $7,270,000
in senior mezzanine loan, which was provided to LeMadre Mezz LLC,
and $7,200,000 in junior mezzanine loan to M&B Mezz LLC.
The borrowers reportedly failed to make payments for their loans.
Notwithstanding the defaults, 44th Street Partners II alleges
that LBHI has outstanding funding obligations under the mezzanine
loan.

LBHI, Lehman Commercial Paper Inc. and their non-debtor affiliate,
Lehman Re Ltd., were in dispute regarding the loans made to 44th
Street Partners I, LeMadre Mezz and M&B Mezz.  They disagree over
the ownership status of the mortgage loan as well as the junior
mezzanine loan due to certain ongoing disputes regarding whether
the transactions contemplated by the Master Repurchase Agreement
dated July 9, 1999, were ever properly consummated.  The MRA was
inked by LCPI, Lehman Re, and certain other parties, under which
the Lehman units entered into contracts with respect to certain
loans and other assets originated by LBHI and its affiliates.

In addition, LCPI, LBHI and Lehman Re also dispute whether the
senior mezzanine loan constitutes one of the assets because, in
connection with satisfying certain document delivery obligations
with respect to the junior mezzanine loan, LCPI erroneously
delivered certain documents relating to the senior mezzanine loan
to Lehman Re.  Due to this erroneous delivery, Lehman Re has
claimed that the senior mezzanine loan constitutes one of the
assets subject to the MRA and that the company also has an
ownership interest in that loan.

Accordingly, the Debtors sought and obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York for
LBHI and LCPI to settle their disputes and enter into discounted
pay-offs:

  (i) with respect to the mortgage loan and mezzanine loan by
      entering into a loan pay-off agreement with 44th Street
      Partners I and 44th Street Partners II, a copy of which is
      available for free at:

      http://bankrupt.com/misc/LehmanLoanAgreement44thStreet.pdf

(ii) with respect to the senior mezzanine loan by entering into
      a loan pay-off agreement with LeMadre Mezz, a copy of
      which is available for free at:

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

(iii) with respect to the junior mezzanine loan by entering into
      a loan pay-off agreement with M&B Mezz, a copy of which is
      available for free at:

      http://bankrupt.com/misc/LehmanLoanAgreementM&B.pdf

The salient terms of the loan pay-off agreements are:

  (1) LCPI, LBHI and Lehman Re will accept in full repayment of
      the mortgage loan an amount equal to the sum of
      $10,000,000 as well as an additional payment in an
      aggregate amount of no less than $400,000 and no greater
      than $600,000 upon the sale of certain units located in
      44th Street Partners' project;

  (2) LBHI will release 44th Street Partners II from its payment
      obligations.  LBHI will be released from, among other
      things, any claims that 44th Street Partners II may have
      against the company related to any alleged obligations of
      LBHI to provide future funding;

  (3) LCPI will cause the delivery of the documents related to
      the junior mezzanine loan to Lehman Re in exchange for the
      delivery by Lehman RE to LBHI of the documents related to
      the senior mezzanine loan;

  (4) LCPI, LBHI and Lehman Re agree to accept, in full
      repayment of the senior mezzanine loan an amount equal to
      $7,370,000.   The $7,370,000 will be paid in full to LBHI;

  (5) LCPI will cause the delivery of the documents related to
      the junior mezzanine loan to Lehman Re in exchange for the
      delivery by Lehman Re to LBHI of the documents related to
      the senior mezzanine loan; and

  (6) LCPI, LBHI and Lehman Re will accept, in full repayment of
      the junior mezzanine loan, the amount of $1,000,000.
      The $1,000,000 will be paid in full to Lehman Re.

                     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: Court Okays Letter Agreement With Deutsche Bank
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the letter of agreement executed by the Debtors and
Deutsche Bank AG, London Branch, in connection with the proposed
assumption and assignment of a credit default swap agreement to
the bank.  The Court overruled all objections to the approval of
the letter agreement and the proposed break-up fee that have not
been withdrawn.

Debtors Lehman Brothers Holdings Inc. and Lehman Brothers Special
Financing are authorized to accept bids received five or more
days prior to the hearing on the proposed assumption and
assignment of the swap agreement.

The Troubled Company Reporter previously reported that the Credit
Default Swap Agreement was inked in 2006 by Debtor Lehman Brothers
Special Financing and Libra CDO Limited.  Under the deal, Libra
sold credit protection to LBSF to limit exposure associated with
losses and other credit impairment with respect to residential
mortgage-backed securities.  In connection with the agreement,
Libra signed a senior credit default swap agreement with Societe
Generale, under which SocGen is required to advance funds to Libra
when needed to meet Libra's obligations to LBSF.

The Debtors seek to assume and assign the credit default swap
agreement to Deutsche Bank AG.  In connection with the proposed
assignment, LBSF, Lehman Brothers Holdings, Inc., and Deutsche
Bank entered into a letter agreement, which commits Deutsche Bank
to the assignment for at least 90 days beginning on May 5, 2009,
and prohibits it from entering into any other transactions related
to the Credit Default Swap Agreement.  The letter agreement,
however, does not prohibit LBSF from entering into another
agreement in connection with the assignment of the Credit Default
Swap Agreement that may provide greater value for its estate.  In
case LBSF does not assign the Credit Default Swap Agreement to
Deutsche Bank and enters into a similar arrangement with another
party, Deutsche Bank will be paid a break-up fee of $20 million.
Under the letter agreement, if the Court does not approve the
agreement including its break-up fee provision by June 19, 2009,
Deutsche Bank will be released from its commitment to assume the
Credit Default Swap Agreement.

                     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 Hire Pachulski Stang as Special Counsel
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Pachulski Stang Ziehl & Jones LLP as their
special counsel, nunc pro tunc to February 25, 2009.

The Debtors tapped the firm to represent them in connection with
the jointly-administered Chapter 11 cases of Palmdale Hills
Property, LLC, and its affiliated debtors, which are pending in
the U.S. Bankruptcy Court for the Central District of California.

Specifically, Pachulski is tasked to:

  (1) represent Lehman Brothers Holdings, Inc., and Lehman
      Commercial Paper, Inc., in litigation pending against them
      in the California Bankruptcy Court filed by Palmdale
      Hills;

  (2) represent LBHI and LCPI in relation to any issues arising
      with respect to any disclosure statements and plan of
      reorganization filed by Palmdale Hills and its affiliated
      debtors; and

  (3) represent LBHI and LCPI in relation to prosecuting or
      defending various other motions and other matters in the
      bankruptcy cases of Palmdale Hills and its affiliated
      debtors.

The Debtors will pay Pachulski at these hourly rates:

    Partners          $795 - $850
    Counsel           $475 - $575
    Associates        $295 - $395
    Paralegals        $150 - $195

The Debtors will also reimburse the firm for the expenses incurred
in connection with its employment.

Dean Ziehl, Esq., a partner at Pachulski Stang Ziehl & Jones LLP,
assures the Court that his firm does not represent or hold any
interest adverse to the Debtors or their estates with respect to
matters for which it is to be employed.

                     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: LBI Trustee Delivers 1st Interim Status Report
---------------------------------------------------------------
James Giddens, the court-appointed trustee for Lehman Brothers
Inc., submitted to the U.S. Bankruptcy Court for the Southern
District of New York his first interim status report about the
liquidation of the company under the Securities Investor
Protection Act.  The 39-page report, which covers the period
September 19, 2008, to May 29, 2009, talks about the development
in the administration of LBI's assets, ongoing investigation
concerning the company's financial condition, and business
operations, among other things.

              Administering and Marshalling Assets

According to the status report, Mr. Giddens has marshalled and
continues to administer more than $115 billion for LBI's estate
and its customers.  Mr. Giddens' efforts on this front include
closures and sales of offices; collection and centralization of
bank accounts and other deposits; pursuing thorough accountings
from and otherwise investigating setoffs or seizures and
liquidation of collateral by LBI's clearing banks and
organizations; reviewing inter-company balances and claims; and
beginning his investigation of the collapse of LBI pursuant to
SIPA.

The Trustee, the status report said, negotiated two interim
payments totaling more than $2 billion in connection with the
wind-down and closeout of LBI's accounts at the Depository Trust
& Clearing Corporation.  Mr. Giddens continues to work with DTCC
to collect proceeds to settle LBI's obligations and liabilities.
Mr. Giddens has also established certain accounts with the trust
group of Union Bank, N.A. in New York.  The accounts were set up
to accumulate funds and securities owned by LBI for its own
account or for customers.  The Trustee continues to arrange for
the transfer to these accounts of funds held in various LBI bank
accounts in the United States and abroad.  The trustee maintains
three accounts at Union Bank.  As of May 15, 2009, the total value
of the funds and securities in those accounts exceeded $4 billion,
according to the status report.

                   Asset Analysis and Disposition

Mr. Giddens also disclosed that he is engaged in identifying LBI's
assets, determining their valuation and soliciting and evaluating
bids by third parties to acquire various assets.  "The LBI estate
has relatively few recoverable assets compared to LBHI, in large
part because of the purchase agreement entered into with [Barclays
Capital Inc.] and the fact that, prior to the trustee's
appointment, most of LBI's subsidiaries were transferred to a
subsidiary of LBHI," Mr. Giddens said in the report.

With respect to LBI's proprietary investments, Mr. Giddens said
that he is engaged in identifying, investigating and analyzing
these investments for potential sale, including various private
equity investments owned by LBI.  Pursuant to expedited procedures
approved by the Court for asset sales with a purchase price under
$10 million, Mr. Giddens sold LBI's interests in the Lehman China
and India businesses to Nomura International PLC, generating a
recovery of about $1.2 million for LBI's estate, according to the
status report.  The status report also disclosed that Mr. Giddens
sold LBI's proprietary shares in The Clearing Corporation to
Barclays which generated a recovery of about $6.1 million for
LBI's estate, and liquidated securities related to LBI's
membership on the New York Stock Exchange, generating a recovery
of nearly $13 million.

Mr. Giddens is determining what to do with life insurance
policies on about 1,000 executives that LBI acquired prior to
1986 in order to fund deferred compensation obligations, which
are expressly subordinated to claims of other creditors and of no
value.  The Trustee surrendered some of the smaller policies at
the end of January, and is weighing options with respect to the
remaining policies, according to the status report.

                      Trustee's Investigation

As part of his duties, Mr. Giddens has started pursuing numerous
avenues of investigation into LBI's financial condition and
business operation after obtaining court approval to issue
subpoenas in connection with his investigation, according to the
status report.  Mr. Giddens sought to coordinate his investigative
efforts with the examiner appointed in LBHI's case.  The Trustee's
investigative team, led by former Assistant U.S. Attorney Marc
Weinstein, met with the examiner's team on several occasions to
discuss their respective investigative approaches, factual
background, witness interviews and depositions, among others.

With participation of Securities Investor Protection Corporation,
Mr. Giddens has first pursued voluntary cooperation wherever
possible.  In this effort, the Trustee has made document requests
to financial institutions that may have information relating to
the events leading to LBI's collapse.  The Trustee's professionals
have received and reviewed thousands of documents from these
institutions and have interviewed employees of those institutions.
Mr. Giddens' professionals have also reviewed internal LBI emails
and other electronic data from LBI's information systems.  "The
materials are being reviewed with an eye toward both investigating
currently-known causes of action against third parties as well as
uncovering presently-unknown causes of LBI's decline, matters
concerning the financial condition of LBI, and events impacting
the liquidation process," the report further said.

A full-text copy of the Trustee's first interim status report is
available for free at:

  http://bankrupt.com/misc/Lehman1stStatusReportLBITrustee.pdf

                     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: Court Denies DnB NOR Bank's Lift Stay Request
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denied the request of DnB NOR Bank ASA to lift the automatic stay.
DnB asked for the lifting of the stay so that it could effect a
set off of the $25,071,256 loan Lehman Brothers Holdings Inc. owed
to DnB under a prepetition revolving credit facility against the
more than $18,000,000 held in an account at DnB maintained by
Lehman Brothers Commercial Corporation.

As reported by the Troubled Company Reporter on May 22, 2009,
Judge James Peck, in a memorandum decision dated May 12,
2009, ruled that the transfer of money from Lehman Brothers
Holdings, Inc.'s account maintained at DnB NOR ASA was done after
LBHI filed its petition for bankruptcy on September 15, 2008.

LBHI and DnB had disputed over the issues relating to the right of
setoff.  LBCC issued two separate instructions after 3:00 p.m. on
September 12, 2008, to transfer certain funds to an account
maintained by LBHI at the Bank.  However, the funds were not
credited to LBHI's account until the morning of September 15,
2008, after LBHI already became a debtor-in-possession.  The key
question of the dispute is whether, for purposes of determining
mutuality of obligations, the transfer should be deemed to have
occurred as of the prepetition period when the transfer
instructions were given or as of the postpetition moment when the
funds were received and credited to the LBHI Account.

Section 553 of the Bankruptcy Code preserves any right of setoff
that exists under applicable non-bankruptcy law to the extent that
conditions of Section 553 have been satisfied.  Section 553(a)
states that offset of mutual obligations involve a debt and claim,
each of which "arose before the commencement of the case under
this title."

Judge Peck noted that the practices of DnB with respect to the
transfer of funds from one account to another are relevant to
evaluating whether mutuality exists.  The Terms and Conditions
relating to the LBHI Account establish that any transfer
instructions received subsequent to the cut-off deadline of 3:00
p.m. CEST will be effected on the next business day.  The Transfer
Instructions were received on Friday, September 12, 2008, at 6:03
p.m. and 6:06 p.m. CEST.  Consistent with DnB's practices, the
transfer of funds could be effected no earlier than the next
business day, which was Monday, September 15, 2008.  In addition,
under the Terms and Conditions, the party originating transfer or
payment instructions for a transfer has the right to revoke or
amend its instructions prior to 10:00 a.m. CEST.

DnB's contention that despite these limitations it nonetheless
could have completed the transfer prior to September 15, 2008, may
be hypothetically possible, but is not at all persuasive, Judge
Peck held as that transfer would be inconsistent with rights of
LBCC to change it directions to DnB.

DnB, Judge Peck added, is unable to overcome a truth that is
plainly inconvenient to its argument and that is impossible to
explain away -- the intrabank transfer to the LBHI Account was not
completed prepetition.  Pending the completion of the transfer,
the funds were not property of LBHI's estate and were not
available for setoff purposes, Judge Peck held.

                     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: SunTrust Withdraws Request to Probe Offerings
--------------------------------------------------------------
SunTrust Robinson Humphrey Inc. withdrew its motion to investigate
Barclays Capital Inc., Lehman Brothers Inc. and James Giddens,
trustee for LBI.

As reported by the Troubled Company Reporter on March 17, 2009,
SunTrust Robinson Humphrey Inc., an investment-banking subsidiary
of SunTrust Banks Inc., sought permission from the U.S. Bankruptcy
Court for the Southern District of New York to examine, or compel
for documents from, Lehman Brothers, Inc., Barclays Capital, Inc.
or the trustee appointed in LBI's liquidation proceedings under
the Securities Investor Protection Act of 1970.  SunTrust wanted
the companies and Mr. Giddens investigated about the offerings in
which LBI and SunTrust had served as underwriter.  SunTrust
complained that it has not yet been paid of underwriting fee in
the sum of $3,347,032 that was earned at the completion of the
offerings.

                     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: Contests UPRS's Request to Recover $5 Million
--------------------------------------------------------------
As reported by the Troubled Company Reporter on May 1, 2009,
Unclaimed Property Recovery Service Inc. asked the U.S. Bankruptcy
Court for the Southern District of New York to lift the automatic
stay to permit the company to recover about $5 million from the
New York State Office of Unclaimed Funds.  UPRS made the move
after the director of the NYS Office sought a court order to pay
the $5 million to Lehman Brothers Inc.  The $5 million represents
unclaimed funds, which UPRS is tasked to recover from the NYS
Office pursuant to the company's agreements with LBI.  The New
York State Comptroller serves as the custodian of unclaimed funds
and oversees the return of these funds to their owners including
those of LBI.

                           LBHI Responds

Lehman Brothers Holdings Inc. argues that Unclaimed Property
Recovery Service Inc. should not be permitted to recover funds
since those funds are properties of Lehman Brothers Holdings Inc.
and its affiliates.

"In light of the fact that UPRS seeks to recover property of the
Debtors' estates, the automatic stay . . . clearly applies and
UPRS has not demonstrated cause to lift the automatic stay in
LBHI's case," Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in
New York, asserts.

The Debtors have filed in Court on June 8 a proposed order denying
the request of UPRS.  A hearing to consider the proposed order
will be convened on June 24 if an objection is filed on or before
June 17.

The attorney for the LBI trustee, in a separate filing, argues
that the request of UPRS is already moot as UPRS based its claims
on four old contracts which are alleged to be "ongoing."  "The
trustee, in his business judgment, has determined that these
executory contracts are not beneficial or necessary to the LBI
estate and has noticed them for rejection," David Wiltenburg,
Esq., at Hughes Hubbard & Reed LLP, in New York, says on behalf of
the LBI trustee.  "Upon effectiveness of this rejection, there can
be no further question that UPRS has at most a prepetition claim
. . . which must be pursued through the claims process," Mr.
Wiltenburg says.

        UPRS Says LBI Agreements Not Executory Contracts

UPRS maintains that it performed in good faith all of its
obligations and that its agreements are not executory contracts
since the company has fully performed under those agreements.
"UPRS fully performed in good faith all of its obligations under
the terms of the agreements.  In performing all of its
obligations, UPRS expected to be compensated for its services,"
argues Paul Batista, Esq., at Paul Batista P.C., in New York.  Mr.
Batista further argues that under U.S. bankruptcy law, the
agreements are not executory contracts since both LBI and UPRS
have substantially performed according to the terms of the
agreements subsequent to LBHI's bankruptcy filing.

                     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: Neuberger Berman Wants Currency Claim Settled
--------------------------------------------------------------
Neuberger Berman LLC filed a lawsuit with the U.S. Bankruptcy
Court for the Southern District of New York against Lehman
Brothers Inc., Lehman Brothers Commercial Corp. and PNC Bank
N.A., requiring the companies to interplead concerning their
claims on funds that Neuberger Berman is obligated to pay under
their agreement on the exchange of currency.

PNC and Neuberger Berman agreed in August 2008 to an exchange of
currency.  Under the deal, Neuberger Berman was required to
deliver US$40,273,200 to the Lehman units in return for EUR26.4
million from PNC, which was to be delivered also to the Lehman
units.  The Lehman units, in turn, were to debit and credit the
appropriate account or accounts of Neuberger Berman and its
customers.

In February 2009, PNC filed a complaint against Neuberger Berman
for alleged breach of contract.  The complaint, filed with the
U.S. District Court for the Western District of Pennsylvania,
seeks the delivery of US$40,273,200.

Attorney for Neuberger Berman, Melvin Brosterman, Esq., at
Stroock & Stroock & Lavan LLP, in New York, relates that based on
EUR and USD exchange rates on the date for delivery of currency,
the US$40,273,200 was worth more than EUR26.4 million, which
means that Neuberger Berman suffered a loss from the currency
exchange while PNC gained.  Despite repeated requests by Neuberger
Berman to the Lehman units seeking their consent to the company
delivering the difference in value of US$40,273,200 and EUR26.4
million directly to PNC, LBI has not provided its consent, Mr.
Brosterman says.

To account for PNC's gain on the currency exchange, Neuberger
Berman and PNC signed a stipulation in April 2009, agreeing that
if Neuberger Berman is found to be liable to PNC for having
breached the contract alleged in PNC's complaint, then in lieu of
specific performance, PNC will be awarded as damages the principal
sum of $6,037,680 plus accrued interest from March 16, 2009 at an
agreed upon rate.  Mr. Brosterman says Neuberger Berman has no
interest in or claim to the funds but has an interest in the
expeditious and efficient resolution of potential conflicting
ownership claims to the funds that may lead to inconsistent
determinations of liability and additional litigation if the
claims are not resolved.  "The defendants may have competing
claims to the currency claim, and [Neuberger Berman] may
potentially be exposed to double liability on account thereof,"
Mr. Brosterman says in court papers.

Neuberger Berman specifically asks the Bankruptcy Court for a
ruling:

   (i) requiring the defendants to interplead concerning their
       claims to the currency claim;

  (ii) restraining and enjoining the defendants from commencing
       or prosecuting any action seeking amounts from Neuberger
       Berman due on account of the currency claim, including
       PNC's complaint; and

(iii) discharging and releasing Neuberger Berman from liability
       to the defendants on account of the currency claim upon
       deposit with the Bankruptcy Court of the proceeds.

In connection with the lawsuit, Neuberger Berman seeks leave to
pay to the Clerk of the Bankruptcy Court the proceeds for deposit
into the Court Registry Investment System.  Under the bankruptcy
law, Neuberger Berman, as plaintiff in an interpleader action, is
required to deposit the funds with the Court as a prerequisite to
jurisdiction.

                     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: Ceradyne & Western Digital Seek Damages Recovery
-----------------------------------------------------------------
Ceradyne Inc. and Western Digital Corporation filed separate
lawsuits against Lehman Brothers Holdings Inc. to recover damages
in connection with their investment in auction rate securities.

Both Ceradyne and WDC alleged that they have suffered financial
losses "induced by [LBHI's] deceptive sales practices with
respect to ARS," a supposedly liquid financial product, as a
result of an undisclosed conflict of interest between LBHI and
the companies.  In their complaints dated June 9, 2009, Ceradyne
and WDC related that LBHI pitched ARS to them and numerous other
customers, as money-market instruments or cash alternatives.  LBHI
explained to Ceradyne and WDC that the interest rates on ARS were
set through a well-established auction market and that the
instruments were readily tradable at those auctions, which
typically occur every 7, 28 or 35 days, the complaint said.  LBHI
also reportedly represented that, as a consequence of the
auctions, ARS would always be liquid, short-term investments and
that the ARS were ideal for investors whose investment goals were
principal preservation and liquidity.

Jay Hellman, Esq., at Silverman Acampora LLP, in New York, said
that the reality, well known to LBI but undisclosed to Ceradyne
and WDC was that the "ARS were not supported by a broad, fully-
functioning market and therefore could be subject to failed
auctions and illiquidity."  Mr. Hellman alleged that LBHI
concealed from both companies that the auctions were not supported
by arms-length transactions consummated in an open market.  "In
fact, the auction market was supported and directed by only a
handful of investment banks," he pointed out.

LBHI also allegedly concealed from both companies that it
submitted a support bid for every auction for which it was a
broker-dealer to ensure that the auction did not fail, and that it
also set the interest rate in most of the auctions with the bids
it submitted.  Mr. Hellman also said that LBHI did not disclose
that it "actively managed the interest rates so that they would be
just high enough to move the ARS it had underwritten but not so
high as to make the issuers that were its underwriting clients
unhappy."  He further said that the products offered to Ceradyne
and WDC were products that [LBHI] had underwritten and was trying
to distribute.  "In other words, LBHI was serving a dual role in
underwriting ARS and, at the same time, selling them to clients,"
Mr. Hellman pointed out.

                     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: LB 2080 Kalakaua Files Schedules & Statement
-------------------------------------------------------------
LB 2080 Kalakaua Owners LLC delivered to the U.S. Bankruptcy Court
for the Southern District of New York its Schedules of Assets and
Liabilities, disclosing:

A.     Real Property
        4-story retail building, Hawaii             $3,650,000
        77,483 sq. ft. of Class A space
        available for rent

B.     Personal Property
B.2    Bank Accounts                                    63,291
B.9    Interests in Insurance Policies                  37,440
B.16   Accounts Receivable                              80,089
B.28   Office equipment, furnishings & supplies   Undetermined
B.29   Machinery                                  Undetermined

      TOTAL SCHEDULED ASSETS                        $3,830,821
      ========================================================

C.     Property Claimed as Exempt               Not Applicable
D.     Secured Claim                              Undetermined
E.     Unsecured Priority Claims                  Undetermined
F.     Unsecured Non-priority Claims
         PAMI LLC                                  $30,920,101
         Others                                        592,479

      TOTAL SCHEDULED LIABILITIES                  $31,512,580
      ========================================================

William Fox, senior vice-president of Lehman Brothers Holdings
Inc., said that in its Statement of Financial Affairs, LB 2080
Kalakaua Owners recorded these net losses from the operation of
its business:

   Period                                    Amount
   ------                                    ------
   2009 Operations YTD                 ($10,324,953)
   2007 Operations                      ($3,981,038)
   2008 Operations                      ($4,241,699)

Mr. Fox disclosed that within 90 days before the Petition Date,
LB 2080 paid a total of $567,972 to these creditors:

   Creditors                                 Amount
   ---------                                 ------
   Bear Stearns Funding-Kalaimoku-
     Kuhio Development Corp.               $368,036
   Board of Water-HN                         10,270
   CB Richard Ellis                          29,491
   Ernst & Young LLP                         11,099
   Hawaiian Building Maintenance              5,867
   Hawaiian Electric Company Inc.            34,835
   OceanFront Hawaii NA                      59,997
   Trimont Real Estate Advisors Inc.         48,374

Mr. Fox further disclosed that PAMI LLC has 100% stock ownership
of LB 2080.

                     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: Two Former Clients Sue to Recover Securities
-------------------------------------------------------------
Two companies are suing Lehman Brothers Holdings Inc. for more
than $190 million, alleging that the failed investment bank misled
them into investing in auction-rate securities then left them
holding millions of dollars in assets that they can't sell,
Patrick Fitzgerald of The Wall Street Journal reports.

Former Lehman clients Western Digital Corp. and Ceradyne Inc.
accused the investment bank of fraud by selling them supposedly
safe, liquid securities while knowing that the market for the
securities was drying up.

In lawsuits filed Tuesday in Lehman's bankruptcy case, the two
companies said they've suffered "a devastating financial impact"
caused by Lehman's "deceptive sales practices," according to the
WSJ.

Western Digital, a maker of computer hard drives, says it holds
$26 million of asset-backed securities that it can't sell, while
Ceradyne, a maker of advanced ceramics for use in armor, says it
has $35 million in illiquid auction-rate securities.

The two former Lehman clients are also seeking punitive damages
against Lehman totaling $130 million.  Lehman was a major player
in the market for auction-rate securities, which are short-term
debt instruments in which the interest rates reset at periodic
auctions.

Lehman acted as both an underwriter of the securities for its
customers, who wanted a low interest rate, and investors like
Western Digital and Ceradyne, who sought the highest return on
their investments.

Lehman was faced with a conflict of interest, according to the
suits, as it sought to make its underwriting clients happy while
keeping the auctions afloat.

The suits allege that in order to get the troubled assets off its
books Lehman "embarked on a secret scheme to reduce its inventory"
by selling to the customers -- like Western Digital and Ceradyne -
- it should have been protecting.

The Wall Street Journal reported last month the U.S. Justice
Department and lawyers from the U.S. Securities and Exchange
Commission have questioned several former Lehman executives as
part of a criminal investigation into the auction-rate market.

WSJ says the inquiry delves on whether Lehman employees defrauded
customers as the market for these securities broke down in 2007.

                     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 purchase 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)


LIBBEY INC: S&P Puts 'B' Corporate Rating on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Toledo, Ohio-based Libbey Inc., on CreditWatch with negative
implications, including its 'B' corporate credit rating.

"The CreditWatch listing reflects our concerns about the difficult
operating environment that Libbey faces, increased leverage, and
our expectation that credit measures will continue to weaken over
the near term," said Standard & Poor's credit analyst Rick Joy.
S&P estimate that total adjusted debt to EBITDA has increased to
significantly more than 8x for the 12 months ended March 31, 2009,
from about 5.4x in the prior 12 months.  Although S&P believes the
company's liquidity has improved and margins and cash flow should
continue to benefit from cost-saving initiatives and reduced
capital expenditures this year, S&P believes Libbey will find it
difficult to meaningfully improve credit measures over the near-
term.  This reflects S&P's expectation for continued economic
weakness and a sluggish consumer spending environment.

The CreditWatch placement means that S&P could lower or affirm the
ratings following the completion of S&P's review, which will focus
on the company's business strategy and financial prospects.
Standard & Poor's will meet with management to further discuss
Libbey's operating trends and forecasts to
resolve the CreditWatch listing.


MACY'S INC: To Open Fresno, Visalia Stores After Acquiring Leases
-----------------------------------------------------------------
Business Courier of Cincinnati reports that Macy's Inc. will open
two stores in California after acquiring the leases for Fresno and
Visalia units through the liquidation of the former Gottschalks
chain.

Business Courier relates that Macy's was one of the lead bidders
on 15 Gottschalks locations during a May 28 auction in California.
Macy's, says Business Courier, is investing more than $2 million
in the Fresno and Visalia stores.

According to Business Courier, the stores will open before the
holidays and employ about 250 people.

Based in Cincinnati and New York, Macy's Inc. (NYSE: M) fka
Federated Department Stores Inc. -- http://www.fds.com/-- is one
of the nation's premier retailers.  The company operates more than
850 department stores in 45 states, the District of Columbia, Guam
and Puerto Rico under the names of Macy's and Bloomingdale's.  The
Company also operates macys.com, bloomingdales.com and
Bloomingdale's By Mail.

As of May 2, 2009, the Company reported $21,331,000,000 in total
assets, $4,397,000,000 in total current debt, $8,719,000,000 in
long-term debt, and $4,555,000,000 shareholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on April 3, 2009,
Moody's Investors Service downgraded Macy's, Inc. ratings,
including the senior unsecured notes to Ba2 from Baa3.  In
addition, Moody's assigned a Corporate Family Rating of Ba2, a
Probability of Default Rating of Ba2, and a Speculative Grade
Liquidity Rating of SGL-2.  The rating outlook is stable.


MANITOWOC CO: Bank Debt Trades Near 9% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Manitowoc Co. Inc.
is a borrower traded in the secondary market at 91.05 cents-on-
the-dollar during the week ended June 12, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 3.13 percentage points
from the previous week, the Journal relates.  The loan matures
April 14, 2014.  The Company pays 350 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B1
rating and S&P's BB rating.

Based in Manitowoc, Wisconsin, The Manitowoc Company, Inc. --
http://www.manitowoc.com/-- is a multi-industry, capital goods
manufacturer with over 100 manufacturing and service facilities in
27 countries.  It is recognized as one of the world's largest
providers of lifting equipment for the global construction
industry, including lattice-boom cranes, tower cranes, mobile
telescopic cranes, and boom trucks.  Manitowoc also is one of the
world's leading innovators and manufacturers of commercial
foodservice equipment serving the ice, beverage, refrigeration,
food prep, and cooking needs of restaurants, convenience stores,
hotels, healthcare, and institutional applications.


MARRIOTT INTERNATIONAL: Moody's Cuts Preferred Debt Shelf to 'Ba2'
------------------------------------------------------------------
Moody's Investors Service downgraded Marriott International,
Inc.'s senior unsecured rating to Baa3 from Baa2, and its
commercial paper rating to Prime-3 from Prime-2.  The outlook is
stable.

The downgrade reflects Moody's expectation of a deep and prolonged
downturn in travel demand that will cause Marriott's credit
metrics to remain outside levels appropriate for the former
rating.  According to industry reports, revenue per available room
has continued to fall by nearly 20% in the second quarter of 2009.
As a result, Marriott's debt/EBITDA could rise above 5.0 times
(incorporating Moody's standard analytic adjustments).  Given
Moody's view that industry conditions will remain challenged into
2010, Marriott's credit metrics will remain at depressed levels
despite expected debt reductions.

Moody's anticipates that Marriott will be able to reduce debt
significantly given the low capital intensity of its business
model, continuing cost reductions, and an ability to securitize
timeshare receivables.  However, in light of the depth of the
industry downturn and Moody's expectation that the recovery will
be gradual and is not likely to begin until late 2010, Marriott is
more appropriately positioned in the Baa3 rating category.

The rating outlook is stable reflecting Marriott's relatively low
capital intensity that will enable the company to generate free
cash flow for continued debt reduction during this period of
industry stress.

Ratings downgraded:

  -- Senior unsecured ratings to Baa3 from Baa2
  -- Senior unsecured debt shelf to (P)Baa3 from (P)Baa2
  -- Preferred debt shelf to (P)Ba2 from (P)Ba1
  -- Commercial paper rating to Prime-3 from Prime-2

Moody's last action on Marriott took place on April 23, 2009 when
the company's Baa2 rating was placed on review for possible
downgrade.

Marriott International, Inc., is a global operator and franchisor
of hotels in five business segments, Luxury, Full-Service Lodging,
Select-Service Lodging, Extended-Stay Lodging, and Timeshare.  The
company is headquartered in Bethesda, Maryland.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 44% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer Inc. is a borrower traded in the secondary market at 56.00
cents-on-the-dollar during the week ended June 12, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.83 percentage points
from the previous week, the Journal relates.   The loan matures
April 8, 2012.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by either
Moody's or S&P.

Metro-Goldwyn-Mayer Inc. is an independent, privately-held motion
picture, television, home video, and theatrical production and
distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium comprised of Providence Equity Partners,
TPG Capital, Sony Corporation of America, Comcast Corporation, DLJ
Merchant Banking Partners and Quadrangle Group.

The Troubled Company Reporter said May 22 that Metro-Goldwyn-Mayer
hired Moelis & Co. to help refinance $3.7 billion debt and was in
talks with a steering committee of 140 creditors led by JPMorgan
Chase & Co. as part of the process.  Sue Zeidler at Reuters said
the studio "was exploring options for optimizing its capital
structure and has begun talks with a steering committee of its
lenders as part of the process."  Ms. Zeidler said bankers
estimate MGM is paying north of $250 million a year in interest on
debt due in 2012.  Sources told Reuters MGM was potentially
seeking a way to make the loan due later, or reduce it in size.

Comcast paid about $5 billion in debt and equity in September 2004
to buy MGM from majority owner Kirk Kerkorian.  According to
Reuters, merger specialists have said MGM could be worth
$2 billion to $2.5 billion.  MGM, however, has reiterated its
commitment to staying independent.


MGM MIRAGE: Tender Offer for Senior Notes Maturing in 2009 Expires
------------------------------------------------------------------
MGM MIRAGE has disclosed the final results of the cash tender
offer to purchase any and all of the 6.50% senior notes due
July 31, 2009 ($226.3 million aggregate principal amount; CUSIP
No. 562567 AM9) of Mandalay Resort Group, and its 6.00% senior
notes due October 1, 2009 ($820.0 million aggregate principal
amount; CUSIP No. 552953 AF8) collectively (the Notes).

As of 11:59 p.m., New York City time, on June 10, 2009, which was
the Expiration Date for the Offer, the Company received valid
tenders from holders of $122.3 million in aggregate principal
amount of the 6.50% senior notes (approximately 54% of the
outstanding) and $762.6 million in aggregate principal amount of
the 6.00% senior notes (approximately 93% of the outstanding).
The Company expected to settle any tendered Notes, which have not
been previously settled, on June 11.

              MGM in Partnership Talks With Genting

Tamara Audi at The Wall Street Journal reports that MGM Mirage CEO
Jim Murren said that the Company is in talks with Malaysian
gambling concern Genting Bhd on a broad range of partnerships in
the global gambling industry.

WSJ relates that Genting recently acquired a 3.2% equity stake in
MGM Mirage and purchased $100 million in the Company's bond debt.

WSJ notes that a partnership with MGM could give Genting access to
lucrative business in Macau, China's gambling enclave, and offer
MGM Mirage entree into parts of Asia where Genting operates.  WSJ
quoted Mr. Murren as saying, "We're just starting to brainstorm
about global marketing relationships, strategic ventures and
partnerships" and a relationship with Genting "in particular holds
great interest to me because they are so great at what they do.  I
think there's a commonality of philosophy . . . . It's a very
powerful potential alliance."

Citing industry observers, WSJ says that Genting is interested in
MGM Mirage's stake in its Macau casino, which it operates in
partnership with Pansy Ho, who was recently declared an
"unsuitable" partner for MGM Mirage by New Jersey gambling
officials, potentially jeopardizing the Company's ability to
operate in that state.  WSJ notes that Genting's possible
acquisition of MGM Mirage's stake in its Macau casino would
resolve any issue with gambling regulators and give Genting entry
into the market.  That option "was never even discussed" by MGM
and Gentin, the report states, citing Mr. Murren.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services raised its corporate credit
ratings on MGM MIRAGE and its subsidiaries to 'CCC+' from 'CCC',
reflecting the substantial boost to MGM MIRAGE's intermediate-term
liquidity profile provided by the recent $2.5 billion capital
raise (prior to any over-allotments on the equity offering).  S&P
also removed all ratings from CreditWatch, where they were placed
with positive implications on May 13, 2009, following MGM MIRAGE's
announced plans to raise at least $2.5 billion of capital.  The
rating outlook is developing.

The TCR said May 15 that Moody's Investors Service affirmed MGM
MIRAGE's Caa2 Corporate Family Rating and Caa3 Probability of
Default Rating following the company's announcement it intends to
issue $1.0 of new common equity and $1.5 billion of new senior
secured notes.  A B1 rating was assigned to the proposed
$1.5 billion senior secured guaranteed notes.  MGM has an SGL-4
Speculative Grade Liquidity rating and a negative rating outlook.


MICHAEL VICK: Has Until July 2 to Present Plan to Pay Creditors
---------------------------------------------------------------
The Associated Press reports that a new deadline has been set for
Michael Vick to tell the U.S. Bankruptcy Court for the Eastern
District of Virginia how he will repay creditors.  The report says
that the Debtor has until July 2 to present his plan.

The AP relates that the Court rejected Mr. Vick's initial
bankruptcy plan in April 2009.  A hearing has been set for
August 27 to confirm or reject the new plan.

               Michael Vick Loses Post in Falcons

Falcons General Manager Thomas Dimitroff said in a statement that
the football team has relinquished their contractual rights to
quarterback Mr. Vick.  "Michael remains suspended by the NFL.
However, in the event NFL Commissioner Roger Goodell decides to
reinstate Michael, we feel his best opportunity to re-engage his
football career would be at another club.  Our entire organization
sincerely hopes that Michael will continue to focus his efforts on
making positive changes in his life, and we wish him well in that
regard," Mr. Dimitroff said.

                        About Michael Vick

Michael Dwayne Vick, born June 26, 1980 in Newport News, Virginia,
is a suspended National Football League quarterback under contract
with the Atlanta Falcons team.  In 2007, a U.S. federal district
court convicted him and several co-defendants of criminal
conspiracy resulting from felonious dog fighting and sentenced him
to serve 23 months in prison.  He is being held in the United
States Penitentiary at Leavenworth, Kansas.

Mr. Vick is also under indictment for two related Virginia state
felony charges for his role in the dogfighting ring and related
gambling activity.  His state trial has been delayed until he is
released from federal prison.  He faces a maximum 10-year state
prison term if convicted on both counts.

Mr. Vick filed a Chapter 11 petition on July 7, 2008 (Bankr.
E.D. Va. Case No. 08-50775).  Dennis T. Lewandowski, Esq., and
Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the
Debtor in his restructuring efforts.  Mr. Vick listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


MILACRON INC: PBGC to Assume Pension Plan, Which Is 45% Funded
--------------------------------------------------------------
The Pension Benefit Guaranty Corporation said last week it was
moving to assume responsibility for the underfunded pension plan
covering about 8,400 employees and retirees of Milacron Inc., a
bankrupt vendor of plastics technologies and industrial fluids
based in Batavia, Ohio.  Other Milacron facilities are in Kansas,
Michigan and Pennsylvania.

The pension insurer's move comes as Milacron, in chapter 11
bankruptcy, prepares to sell substantially all of its assets to a
new company.  At a hearing currently set for June 26, Milacron
will seek bankruptcy court approval of the sale transaction that
will result in the abandonment of the pension plan to a
liquidating corporate shell with no assets.  By taking this action
before the sale, the PBGC will mature its claim for the entire
pension shortfall against Milacron's foreign assets.  The PBGC has
previously perfected liens of about $3.6 million against these
assets.

The Milacron Retirement Plan is 45% funded, with $260 million in
assets to cover $573 million in benefit liabilities, according to
PBGC estimates.  The agency expects to be liable for about
$285 million of the $313 million shortfall. The pension plan has
been frozen since December 31, 2007.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which ends on June 10,
2009.  Retirees and beneficiaries will continue to receive their
monthly benefit checks without interruption, and other workers
will receive their pensions when they are eligible to retire.

Until the PBGC becomes trustee of the pension plan, the plan will
remain ongoing under company sponsorship.  The agency will send
notification letters to all plan participants when it becomes
trustee.  Under federal pension law, the maximum guaranteed
pension at age 65 for participants in plans that terminate in 2009
is $54,000 per year.  The maximum guaranteed amount is lower for
those who retire earlier or elect survivor benefits.  In addition,
certain early retirement subsidies and benefit increases made
within the past five years may not be fully guaranteed.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242.  For
TTY/TDD users, call the federal relay service toll-free at 1-800-
877-8339 and ask for 800-400-7242.

Milacron retirees who draw a benefit from the PBGC may be eligible
for the federal Health Coverage Tax Credit.

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $284.5 million and was not previously included in
the agency's fiscal year 2008 financial statements.

PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 30,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.


MIS AMIGOS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Mis Amigos Meat Market, Inc.
        PO Box 8610
        Woodland, CA 95695

Bankruptcy Case No.: 09-31871

Chapter 11 Petition Date: June 10, 2009

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

Judge: Christopher M. Klein

Debtor's Counsel: Mitchell L. Abdallah, Esq.
                  Abdallah Law Group
                  1007 7th St #615
                  Sacramento, CA 95814
                  Tel: (916) 446-1974
                  Fax: (916) 446-3371
                  Email: mitch@abdallahlaw.net

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 Uriel Gonzalez, president of the
Company.


MOMENTIVE PERFORMANCE: Issues Final Result of Senior Notes Offers
-----------------------------------------------------------------
Momentive Performance Materials Inc. reported the final results of
private exchange offers to exchange certain of its outstanding 9
3/4% Senior Notes due 2014, 9% Senior Notes due 2014, 10 1/8 / 10
7/8 % Senior Toggle Notes due 2014 and 11 1/2% Senior Subordinated
Notes due 2016 and together with the old senior notes for
approximately $200,000,000 aggregate principal amount of 12 1/2%
Second-Lien Senior Secured Notes due 2014.

Approximately $121 million in aggregate principal amount of 9 3/4%
Senior Notes due 2014, EUR45 million in aggregate principal amount
of 9% Senior Notes due 2014, $173 million in aggregate principal
amount of 10 1/8 / 10 7/8 % Senior Toggle Notes due 2014 and $174
million in aggregate principal amount of 11 1/2% Senior
Subordinated Notes due 2016 were validly tendered and not
withdrawn in the exchange offers.

The exchange offers expired at midnight, New York City time, on
Tuesday, June 9, 2009.

Momentive expects all old notes validly tendered below the
clearing price of:

  -- $625 principal amount of new second lien notes per $1,000
     principal amount of old senior notes and

  -- $400 principal amount of new second lien notes per $1,000
     principal amount of old subordinated notes to be accepted for
     exchange.

The principal amount of any 9% Senior Notes due 2014 has been
converted into U.S. dollars at the rate of 1.4079 U.S. dollars per
Euro in accordance with the procedures set forth in the offering
memorandum.

All old notes tendered at the applicable clearing price will be
subject to proration.  The proration factor for the old senior
notes will be approximately 23.76% of the aggregate principal
amount of such old senior notes tendered at the senior notes
clearing price.  The proration factor for old subordinated notes
will be approximately 48.28% of the aggregate principal amount of
such old subordinated notes tendered at the subordinated notes
clearing price.  The balance of old notes not accepted for
exchange will remain outstanding.  Momentive expects that the
exchange offers will settle on June 15, 2009.

The new second lien notes have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements of such Act.  The
exchange offers were made only by, and pursuant to, the terms set
forth in the confidential offering memorandum delivered to
eligible holders in connection with the exchange offers.

                    About Momentive Performance

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

                              *   *   *

According to the Troubled Company Reporter on June 8, 2009,
Moody's Investors Service assigned a B3 rating to the proposed
$200 million 12.5% second lien notes of Momentive Performance
Materials Inc. that will be issued as part of a debt exchange
offer announced on May 12, 2009 for all senior unsecured and
subordinated notes validly tendered by June 9, 2009.  As of
May 26, 2009, $515 million in aggregate principal amount of
outstanding unsecured and subordinated notes had been tendered.
The outlook is negative.


NAVISTAR INT'L: Completes $45-Mil. Purchase of Monaco Assets
------------------------------------------------------------
Navistar International Corporation, through its wholly owned
subsidiary Workhorse International Holding Company, completed the
acquisition of certain assets of Monaco Coach Corporation for
about $45 million.  Navistar funded the purchase price with cash
on hand.

Under the terms of the asset purchase agreement, Navistar acquired
five manufacturing facilities, intellectual property and
trademarks and certain inventory.  Daniel C. Ustian, Navistar's
Chairman, President and Chief Executive Officer was on the board
of directors of Monaco and recused himself from any vote related
to the transaction.

The transaction was consummated following approval of the U.S.
Bankruptcy Court for the District of Delaware.

Navistar and Monaco have a previous relationship through their
joint venture, Custom Chassis Products LLC.

                        About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones LLP, serve as the Debtors' counsel.  Dennis A. Meloro,
Esq., Diane E. Vuocolo, Esq., Donald J. Detweiler, Esq., Kevin
Finger, Esq., Monica Loftin Townsend, Esq., and Sean Bezark, Esq.,
at Greenberg Traurig, LLP, represent the official committee of
unsecured creditors.  Omni Management Group LLC serves as the
Debtors' claims, balloting, noticing and administrative agent.

                   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.


NEIMAN MARCUS: Bank Debt Trades at 22% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 77.79
cents-on-the-dollar during the week ended June 12, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 3.75 percentage
points from the previous week, the Journal relates.  The loan
matures April 6, 2013.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and S&P's BB- rating.

Headquartered in Dallas, Texas, Neiman Marcus Inc.'s --
http://www.neimanmarcusgroup.com/-- operations include the
Specialty Retail Stores segment and the Direct Marketing segment.
The Specialty Retail Stores segment consists primarily of Neiman
Marcus and Bergdorf Goodman stores.  The Direct Marketing segment
conducts both online and print catalog operations under the Neiman
Marcus, Horchow and Bergdorf Goodman brand names.

                           *     *     *

As reported by the Troubled Company Reporter on March 19, 2009,
Moody's Investors Service downgraded Neiman Marcus Group Inc.'s
long term ratings including its Probability of Default Rating to
Caa1 from B1, its Corporate Family Rating to Caa1 from B1, and its
Speculative Grade Liquidity Rating to SGL-3 from SGL-2.  The
rating outlook is negative.

On March 5, 2009, Fitch Ratings affirmed the Issuer Default Rating
on Neiman Marcus, Inc., and its subsidiary, The Neiman Marcus
Group, Inc., at 'B' and revised the Rating Outlook to Negative
from Stable.  NMG had $3 billion of debt outstanding as of
January 31, 2009.  The TCR said February 9, 2009, that Standard &
Poor's Ratings Services placed its ratings on six department store
companies, including Neiman Marcus ("B+"), on CreditWatch with
negative implications.


NEWPAGE CORP: S&P Downgrades Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Miamisburg, Ohio-based NewPage Corp. and placed them on
CreditWatch with negative implications.  S&P lowered the long-term
corporate credit rating to 'B-' from 'B'.

"The downgrade and CreditWatch placement reflect our assessment
that NewPage will likely be in jeopardy of breaching the financial
covenants governing its bank credit facility during the second
half of 2009," said Standard & Poor's credit analyst Andy Sookram.
For the 12 months ended March 31, 2009, EBITDA declined sharply,
to $393 million from $486 million for the 12 months ended
Sept. 30, 2008.  The steep decline in EBITDA reflects a
significant fall-off in demand for coated paper stemming from
reduced advertising spending in the face of a lingering U.S.
recession.  The company's adjusted debt to EBITDA increased to
9.5x from 7.4x over the same timeframe, and EBITDA coverage of
interest expense was a very weak 1.3x.  Although S&P expects
demand to increase somewhat in the seasonally peak third quarter,
S&P believes these increases will be offset by persistent pricing
pressures.  Through May 2009, selling prices are down about 10%
industrywide.  While the company was in compliance with its bank
facility covenants at March 31, 2009, continued pressure on EBITDA
through the remainder of 2009, combined with covenant step downs,
will likely erode the covenant headroom in the second half of
2009.  Specifically, the total debt to EBITDA and senior debt to
EBITDA covenants step down to 5x and 2.5x, respectively, at
Dec. 31, 2009, from 5.75x and 3.25x, respectively, at March 31,
2009.

S&P will resolve the CreditWatch listing in the near term
following S&P's assessment of the company's strategies to address
these business and financial issues, including its ability to
preserve sufficient liquidity and covenant compliance.


NOBLE INTERNATIONAL: Court Okays $6.25MM DIP Financing
------------------------------------------------------
Noble International, Ltd., Chief Executive Officer Richard P.
McCracken disclosed in a regulatory filing with the Securities and
Exchange Commission that on June 1, 2009, the U.S. Bankruptcy
Court for the Eastern District of Michigan entered an order
approving an extension of the postpetition loans provided to Noble
International, Ltd., by General Motors Corporation, Ford Motor
Company and Chrysler, LLC.  By the terms of the Order, the
outstanding amount of the DIP Financing may not exceed $6,250,000,
subject to certain adjustments.  The Order also extends the due
date of the DIP Financing to June 30, 2009, subject to extension
by further order of the Bankruptcy Court.

Mr. McCracken further disclosed that on June 5, 2009, the Board of
Directors of the Company appointed Jay Hansen, 46, to serve as
Chief Financial Officer, effective immediately. Mr. Hansen will
receive $175 per hour.  Mr. Hansen currently serves as President
and CEO of Hansen Enterprises Ltd LLC, providing financial,
operational and strategic planning services to manufacturing,
distribution and financial services businesses.

Prior to founding Hansen Enterprises in 2009, Mr. Hansen was
Senior Vice President of Tweddle Group, a global market leader in
technical publishing, providing content development, management,
and delivery to the automotive and other manufacturing industries.
Mr. Hansen previously served the Company as Chief Operating
Officer in 2006, Vice President and Chief Financial Officer from
2003 to 2006, and Vice President of Corporate Development from
2002 to 2003. Prior to joining the Company, Mr. Hansen was Vice
President at Oxford Investment Group, a privately held merchant
bank with holdings in a variety of business segments, from 1994 to
2002. Mr. Hansen served in various commercial banking capacities
with Michigan National Corporation from 1985-1994. Mr. Hansen
currently serves on the Board of Directors and as Chairman of the
Audit Committee of Flagstar Bank (NYSE: FBC).

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E.D.Mich. Case No. 09-51720).
The Debtors proposed Foley & Lardner LLP as their general
bankruptcy counsel. Conway Mackenzie, Inc., has been tapped as the
Debtors' financial advisors.  The official committee of unsecured
creditors is represented by Jaffe Raitt Heuer & Weiss, P.C.  The
Debtors disclosed total assets of $190,763,000 and total debts of
$38,691,000, as of January 10, 2009.


OSCIENT PHARMACEUTICALS: Discontinues Sales Force Promotion
-----------------------------------------------------------
Oscient Pharmaceuticals Corporation said it has sufficient cash to
continue its then current operations into the third quarter of
2009, unless it was able to raise additional capital or refinance
or amend the terms of its outstanding debt.  The Company stated
that if it was unable or could not obtain adequate financing, it
may have to take measures to significantly reduce expenses which
would have a material adverse effect on its business or the
Company may seek bankruptcy protection.

On June 11, 2009, Oscient said it would discontinue sales force
promotion of its two products: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.

As part of a restructuring to conserve financial resources, the
Company will eliminate approximately 180 positions, including its
150-person sales force and approximately 30 additional sales,
marketing and corporate positions, in the next month.  Although
direct selling efforts will be discontinued, the Company intends
to keep its products available and on the market for physicians
and their patients.

Oscient has engaged Broadpoint Capital to advise the Company on
strategic options, including the potential sale of the Company or
its assets and that process is ongoing.

                   About Oscient Pharmaceuticals

Oscient Pharmaceuticals Corporation markets two FDA-approved
products in the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.


PACIFIC ETHANOL: Committee Taps K&L Gates as Lead Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors in Pacific Ethanol
Holding Co. LLC and its debtor-affiliates' Chapter 11 cases asks
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ K&L Gates LLP as its lead counsel.

K&L Gates will, among other things:

   a) advise the Committee on all legal issues as they arise;

   b) represent and advise the Committee regarding the terms o any
      sales of assets or Plans of Reorganization or liquidation,
      and assist the Committee in negotiations with the Debtors
      and other parties; and

   c) investigate the Debtors' assets and pre-bankruptcy conduct.

The hourly rates of K&L Gates' personnel are:

     Edward M. Fox, partner                   $900
     Eric T. Moser, partner                   $650
     Harley J. Goldstein, partner             $550
     Matthew E. McClintock, associate         $350
     Jeffrey M. Heller, associate             $270
     Nathaniel F. Meyers, paralegal           $260

     New Associates                           $205
     Senior Partners                          $900
     Legal Assistants                      $95 to $350

To the best of the Committee's knowledge, K&L Gates is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     K&L Gates LLP
     599 Lexington Avenue
     New York, NY 10022-6030
     Tel: (212) 536-3900
     Fax: (212) 536-3901

                   About Pacific Ethanol Holding

Headquartered in Sacramento, California, Pacific Ethanol Holding
Co. LLC -- http://www.pacificethanol.net/-- produces and sells
ethanol.

The Company and other affiliates of Pacific Ethanol Inc. 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.


PACIFIC ETHANOL: Proposes FTI Consulting as Financial Advisors
--------------------------------------------------------------
Pacific Ethanol Holding Co. LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ FTI Consulting, Inc., as financial advisors.

FTI will, among other things:

   a) assist the Debtors in the preparation of financial related
      disclosures required by the Court and Office of the U.S.
      Trustee, including the schedules of assets and liabilities,
      the statement of financial affairs and monthly operating
      reports;

   b) advise management and the board of directors of the Debtors
      regarding the development and evaluation of contingency
      plans; and

   c) assist to the Debtors with information and analyses required
      pursuant to the Debtors' debtor-in-possession financing
      including, but not limited to, preparation for hearings
      regarding the use of cash collateral and DIP financing.

The hourly rates of FTI personnel are:

     Senior Managing Director               $750 - $825
     Directors/Managing Director            $520 - $675
     Consultants/ Senior Consultants        $255 - $455
     Administrative/Paraprofessionals       $105 - $210

Thomas E. Lumsden, senior managing director of FTI, tells the
Court that pre-bankruptcy, FTI received $699,201 for professional
services and expenses.

Mr. Lumsden adds that FTI received $100,000 as initial cash on
account that was applied to its accrued professional fees and
expenses rendered prepetition.  As of the petition date, the
balance remaining was $100,000.

Mr. Lumsden assures the Court that FTI is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                   About Pacific Ethanol Holding

Headquartered in Sacramento, California, Pacific Ethanol Holding
Co. LLC -- http://www.pacificethanol.net/-- produces and sells
ethanol.

The Company and other affiliates of Pacific Ethanol Inc. 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.


PARK-OHIO INDUSTRIES: Moody's Confirms Corp. Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service lowered Cleveland, Ohio based Park-Ohio
Industries Inc.'s Corporate Family Rating and Probability of
Default Rating to B3 from B2, and rating on the Senior
Subordinated Notes due 2014 to Caa2 from B3.  The rating outlook
remains negative.

The downgrade of the CFR to B3 reflects Moody's expectation that
Park Ohio's operating performance will deteriorate substantially
during 2009 as a result of weakening demand for its products from
most of its end markets, and could result in further deterioration
in credit metrics and liquidity.  Park-Ohio reported a roughly 32%
revenue decline during the first quarter compared to the prior
year period, while its quarterly EBITDA dropped by nearly 60%.
Notwithstanding its current weak performance, the B3 rating is
supported by the decent scale, its relatively diversified business
line and customer base and a broad product portfolio.

Moody's does not expect meaningful recovery in the near-to-medium
term in most of Park-Ohio's end markets, in particular the auto,
heavy-truck and industrial sectors.  While the company has taken
significant measures to reduce cost, its high operating and
financial leverage have constrained its ability to adjust its cost
structure quickly.  Consequently, Moody's expects that credit
metrics would deteriorate significantly, with adjusted debt-to-
EBITDA leverage possibly rising above 7.0x and EBIT/Interest
falling below 1.0x over the intermediate term.

The rating action also incorporates the company's weakening
liquidity position, driven by its eroding excess availability
under its asset-based revolver due to declining borrowing base, as
well as thinning cushion under its financial covenant as EBITDA
continues to deteriorate.  "If Park-Ohio continues to follow its
1Q2009 negative operating performance trend, the company's ability
to remain in compliance with its bank covenant will likely become
uncertain," commented Moody's Analyst John Zhao.  "Its current B3
rating is subject to maintaining adequate cushion under the Debt
Service Ratio and a minimum $30 million overall liquidity (cash +
excess revolver availability)."

While the rating action is not directly related to the recent
bankruptcy filing by Chrysler and GM, Moody's does consider the
adverse effect of the additional idling of both OEM's plants and
potential liquidity pressure arising from receivable collection.
That said, Moody's believes that Park-Ohio's direct account
receivables exposure with Chrysler and GM should be fairly
limited, considering its acceptance by both companies in the
government backed auto supplier receivable program.  However,
Moody's does anticipate continued topline pressure due to lower
production volume as well as modest losses incurred from its
indirect exposure with Chrysler related to its A/R with a Tier-1
supplier that filed for Chapter 11 recently.

The rating action is:

* Corporate Family Rating -- downgraded to B3 from B2

* Probability of Default Rating -- downgraded to B3 from B2

* $210 million 8.375% Senior Subordinated Notes due 2014 --
  downgraded to Caa2 (LGD5, 80%) from B3 (LGD5, 76%)

* Outlook: negative

The last rating action of Park-Ohio was on December 23, 2008 when
its rating outlook was revised to negative.

Park-Ohio Industries, Inc., headquartered in Cleveland, Ohio, is
an industrial supply chain logistics and diversified manufacturing
business operating in three segments: Supplier Technologies,
Aluminum Products, and Manufactured Products.  Park-Ohio's
revenues approximate $980 million.


PATRICIA CAMPBELL-JAMES: Case Summary & 7 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Patricia V. Campbell-James
           aka Patricia James
           aka Patricia V. Campbell
        803 East 35th Street
        Brooklyn, NY 11210

Bankruptcy Case No.: 09-44929

Chapter 11 Petition Date: June 11, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Narissa A. Joseph, Esq.
                  277 Broadway, Suite 501
                  New York, NY 10017
                  Tel: (212) 233-3060
                  Fax: (212) 608-0304
                  Email: njosephlaw@aol.com

Total Assets: 1,301,408

Total Debts: $1,248,959

A full-text copy of Ms. Campbell-James' petition, including a list
of her 7 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nyeb09-44929.pdf

The petition was Ms. Campbell-James.


PEACH HOLDINGS: Moody's Downgrades Corporate Family Rating to 'C'
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
senior secured bank credit facility ratings of Peach Holdings Inc.
to C from Caa2, with a developing outlook.

The rating downgrade reflects Moody's expectation that Peach's
severe liquidity constraints resulting from distressed funding and
operating conditions will lead the company to need to
recapitalize.  Moody's believes a recapitalization could involve a
distressed debt exchange, which could result in high loss severity
for the rated bank debt.

The developing outlook assigned to Peach's ratings is in
recognition that a successful recapitalization could improve the
firm's financial and operating flexibility.  Moody's will closely
monitor developments in this regard, including Peach's progress in
re-establishing sound alternative funding sources.  Moody's
believes Peach must resolve its funding situation in the next few
months to ensure its ability to continue operations and maintain
sufficient liquidity.

The last rating action was on March 13, 2009, when Moody's
downgraded Peach's corporate family and senior secured bank credit
facility ratings to Caa2 from B2, and left the ratings under
review for possible downgrade.

Peach Holdings, Inc., is located in Boynton Beach, FL; the company
reported assets of approximately $477 million at March 31, 2009.


POLAROID CORP: Unsecured Creditors File Liquidating Plan
--------------------------------------------------------
The official committee of unsecured creditors of Polaroid
Corp. has filed a proposed iquidating plan and explanatory
disclosure statement in the Debtor's Chapter 11 case, Bloomberg's
Bill Rochelle reports.  The exclusive right of Polaroid Corp. to
propose a Chapter 11 plan expired on June 8.

The plan in substance provides for distributing incoming cash
according to bankruptcy priorities.

Unsecured creditors' recovery will depend in large part on whether
the committee is successful in knocking out two secured claims,
according to the report.

Liquidators Hilco Merchant Resources LLC and Gordon Brothers Group
LLC were authorized in April to buy Polaroid's assets after
winning the auction with an $88 million bid.

The sale officially closed May 7, 2009.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  The Company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
Company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Delaware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, are counsel to the Debtors.  Cass Weil, Esq., James A.
Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett,
have been tapped as special counsel.  The law firms of Baker &
McKenzie and C&A Law represent the Debtors as special foreign
legal counsel.

According to the Company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Mr. Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., and
Petters Group Worldwide, LLC, filed separate petitions for
Chapter 11 on October 11, 2008 (Bankr. D. Minn. Case No. 08-45257
and 08-45258, respectively).  James A. Lodoen, Esq., at Lindquist
& Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company listed debts of between $500 million and
$1 billion, while its parent, Petters Group Worldwide, LLC, listed
debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on October 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.


POPULAR INC: Moody's Cuts Unit's Primary Servicer Rating
--------------------------------------------------------
Fitch Ratings has taken this rating action on Popular Mortgage
Servicing Inc.'s U.S. residential primary servicer rating:

  -- Residential primary servicer rating for subprime product
     downgraded to 'RPS3' from 'RPS2-'.

The rating is also placed on Rating Watch Negative.

The rating action is based on the changed financial condition of
PMSI's ultimate parent, Popular, Inc.  On June 8, 2009, Fitch
downgraded the long-term Issuer Default Rating of Popular to 'B'
from 'BBB'.  Popular's ratings remain on Rating Watch Negative.
The Rating Watch Negative for PMSI's servicer rating indicates
that Fitch may either downgrade or affirm the servicer rating
depending upon the stability of PMSI's servicing portfolio,
operational capabilities, and financial condition.

Fitch recently completed its annual operational review of PMSI's
servicing platform and determined that operationally the company
is performing at a level near the prior year's assessment in most
areas.  Therefore, the servicer rating downgrade primarily
reflects Fitch's concern regarding the potential impact on PMSI's
servicing operations from continued pressure on Popular's
financial flexibility in the increasingly challenged residential
mortgage market.  A company's financial condition is an important
component of Fitch's servicer rating analysis.  Fitch will
continue to monitor Popular's financial condition and the impact
on the company's servicing operations and performance.

PMSI is located in Cherry Hill, New Jersey.  In November 2008,
Popular sold mortgage servicing assets being serviced by PMSI to
various Goldman Sachs affiliates.  As of March 31, 2009, PMSI's
servicing portfolio consisted of just over 10,500 loans totaling
$915 million, a decrease from over 82,600 loans totaling
$11.6 billion as of Jan. 31, 2008.  As a result, the company has
seen a significant reduction in staffing levels.  Management
stated that a potential sale of the PMSI servicing platform is
currently in process.

Since Fitch's prior review, PMSI completed its transition to a
stand-alone company by establishing its own information technology
management and human resources functions internally, and
relocating its data center to its Cherry Hill site from its
parent's location in Marlton, New Jersey.  However, Fitch is
concerned that the internal audit function, previously handled by
PMSI's parent, has not yet been established within PMSI and that
no internal audit reports were issued since Fitch's prior
operational review.

Fitch has reviewed PMSI's servicing operations and believes that
the company has the infrastructure and technology to support its
current servicing portfolio.  However, Fitch will continue to
monitor PMSI's ability to manage its servicing performance in a
high delinquency environment as it pursues its initiatives,
including a potential sale of the servicing platform, and improves
its internal control environment.

Fitch rates residential mortgage primary, master, and special
servicers on a scale of 1 to 5, with 1 being the highest rating.


PRIMUS TELECOM: Court Confirms Plan; To Exit Chapter 11 by July 1
-----------------------------------------------------------------
Primus Telecommunications Group, Incorporated, together with three
affiliated non-operating holding companies, Primus
Telecommunications Holding, Inc., Primus Telecommunications
International, Inc. and Primus Telecommunications IHC, Inc., said
their consensual plan of reorganization has been confirmed by the
U.S. Bankruptcy Court for the District of Delaware, only 88 days
after the Plan and related petitions were filed.

Upon emergence, expected on or about July 1, the Holding
Companies' principal debt will be reduced by $316 million, or
roughly 50%, interest payments will be reduced by roughly 50% and
certain debt maturities will be extended.  An overwhelming amount
and percentage of holders of claims and interests voted in favor
of the Plan.

"We said at the outset that our goal was to have a swift passage
through the reorganization process -- it has been," said K. Paul
Singh, Chairman and Chief Executive Officer.  "The confirmed Plan
paves the way for the restructuring of our balance sheet and we
believe that PRIMUS is now well positioned for future success in
the current economic environment."

As planned, none of PRIMUS' operating companies in the United
States, Australia, Canada, India, Europe and Brazil were included
in the bankruptcy filing.  The operating units continued to manage
and to operate their businesses normally during the brief
financial reorganization of the Holding Companies.

The significant elements of the consensual Plan include:

     -- Reinstatement and amendment of the $96 million in
        outstanding variable rate Term Loan debt due 2011;

     -- Modification of $173 million of outstanding 14-1/4% Senior
        Secured Notes due 2011 into $123 million of 14-1/4% Senior
        Subordinated Secured Notes of Primus Telecommunications
        IHC, Inc., including an extension of the maturity to 2013,
        and distribution to the former holders of 14-1/4% Senior
        Secured Notes due 2011 a pro rata share of common stock
        representing 48% of the equity of the reorganized company
        as of the effective date of the Plan, prior to exercise of
        warrants and options and any distributions on account of
        contingent value rights;

     -- Cancellation of $209 million outstanding principal amount
        of the 8% Senior Notes due 2014 and 5% Exchangeable Notes
        due 2010, and distribution to the former holders thereof
        of a pro rata share of:

        (1) common stock representing 48% of the equity of the
            reorganized company as of the effective date of the
            Plan, prior to exercise of warrants and options and
            any distributions on account of CVRs and

        (2) warrants exercisable for additional equity in the
            reorganized company at varying exercise prices based
            on predetermined equity values;

     -- Cancellation of the 12-3/4% Senior Notes due 2009, 3-3/4%
        Convertible Senior Notes due 2010 and 8% Step Up
        Convertible Subordinated Debentures due 2009, and
        distribution to the former holders thereof of a pro rata
        share of warrants exercisable for equity in the
        reorganized company at an exercise price based on a
        predetermined equity value;

     -- Cancellation of the existing common stock and other equity
        Interests of Primus Telecommunications Group, Incorporated
        and distribution to the former holders  of common stock a
        pro rata share of CVRs representing the right to receive
        up to 15% of the fully-diluted equity of the reorganized
        company after the equity value reaches a certain
        threshold.

In addition, the Plan provides that managers and employees of the
reorganized company may be granted up to 10% of the equity of the
reorganized company, prior to the dilution for exercise of
warrants and any distribution on account of CVRs.  Awards under
the management compensation plan may include, but are not limited
to, stock options and restricted stock units that vest upon
achievement of certain performance benchmarks.

"The recapitalization would not have been such a success in such a
short period of time without the professionalism and dedication of
our employees, the loyalty of our customers and the commitment and
support of our creditor groups," concluded Mr. Singh.

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- is an integrated communications
services provider offering international and domestic voice,
voice-over-Internet protocol (VOIP), Internet, wireless, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and Western Europe.  PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 500 points-of-presence (POPs)
throughout the world, ownership interests in undersea fiber optic
cable systems, 18 carrier-grade international gateway and domestic
switches, and a variety of operating relationships that allow it
to deliver traffic worldwide.  Founded in 1994, PRIMUS is based in
McLean, Virginia.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.

The Debtors filed their proposed plan of reorganization together
with their bankruptcy petitions on March 16, 2009.  An amended
reorganization plan was filed April 27, 2009 and the final plan
was filed on June 12, 2009.


QBIT CORPORATION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: QBIT Corporation
        16 Granite Place, #484
        Gaithersburg, MD 20878

Bankruptcy Case No.: 09-20589

Chapter 11 Petition Date: June 11, 2009

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

Judge: Wendelin I. Lipp

Debtor's Counsel: Richard H. Gins, Esq.
                  The Law Office of Richard H. Gins, LLC
                  3 Bethesda Metro Center, Suite 530
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8359
                  Email: richard@ginslaw.com

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/mdb09-20589.pdf

The petition was signed by Daniel Kilbank, president of the
Company.


RASAQ HASSAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rasaq Anthony Hassan
        17918 Lysander Dr
        Carson, CA 90745

Bankruptcy Case No.: 09-24650

Chapter 11 Petition Date: June 11, 2009

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

Judge: Thomas B. Donovan

Debtor's Counsel: Khushwant Sean Singh, Esq.
                  Law Offices of K Sean Singh
                  1926 S Main St 2nd Fl
                  Santa Ana, CA 92707
                  Tel: (714) 285-9960
                  Fax: (714) 285-9963

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

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

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

          http://bankrupt.com/misc/cacb09-24650.pdf

The petition was signed by Mr. Hassan.


REALTY AMERICA: Proposes Reed & Elmquist as Bankruptcy Counsel
--------------------------------------------------------------
Realty America Group (Lincoln Mall), LP, asks the U.S. Bankruptcy
Court for the Northern District of Texas for permission to employ
Reed & Elmquist, P.C., as counsel.

R&E will, among other things:

   a) advise the Debtor of its rights, powers, duties and
      obligations as debtor and debtor-in-possession in the
      Chapter 11 case;

   b) take all necessary actions to protect and preserve the
      Debtor's estate, including the prosecution of actions on the
      Debtor's behalf, the defense of actions commenced against
      the Debtor, the negotiation of disputes in which the Debtor
      is involved, and the preparation of objections with respect
      to claims that are filed against the estate; and

   c) assist the Debtor in the investigation of the acts, conduct,
      assets and liabilities of the Debtor, and any other matters
      relevant to the cases.

The hourly rates of R&E personnel are:

     David W. Elmquist, Esq., shareholder            $375
     Jeff Carruth, attorney                          $250
     Linda Kaye Paquette, paralegal                  $150

Mr. Elmquist tells the Court that R&E received a $15,000 retainer
Freehold Capital Advisors, Ltd., an affiliate of the Debtor.

Mr. Elmquist assures the Court that R&E is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Elmquist can be reached at:

     Reed & Elmquist, P.C.
     604 Water Street
     Waxahachie, TX 75165
     Tel: (972) 938-7339
     Fax: (972) 923-0430

                    About Realty America Group

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


REALTY AMERICA: Wants Schedules Deadline Moved to June 17
---------------------------------------------------------
Realty America Group (Lincoln Mall), LP, asks the U.S. Bankruptcy
Court for the Northern District of Texas to extend until June 17,
2009, the time to file its equity list, schedules and statements.

The Debtor explains that given the lack of operational and
financial information available to its staff as a result of its
receivership, it is not in a position to complete the equity list
and schedules and statements.

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


RIVER WOODS: Wants to Hire Foley Freeman as Bankruptcy Counsel
--------------------------------------------------------------
River Woods, LLC asks the U.S. Bankruptcy Court for the District
of Idaho for permission to employ Foley Freeman PLLC as counsel.

Foley Freeman will:

   a) advise the Debtors with respect to its powers and duties in
      the affairs of the business and management of the Debtor's
      property; and

   b) file disclosure, Plan and other documents or help in the
      preparation of the same and negotiate and secure approval of
      a Chapter 11 Plan and file other motions, attend hearings
      relating to the Chapter 11 proceedings.

The hourly rates of Foley Freeman's personnel are:

     Howard R. Foley, Esq.            $200
     Patrick J. Geile, Esq.           $175

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

The firm can be reached at:

     Foley Freeman PLLC
     P.O. Box 10
     Meridian, ID 83680
     Tel: (208) 888-9111

                      About River Woods, LLC

Boise, Idaho-based River Woods, LLC, filed for Chapter 11 on
May 11, 2009 (Bankr. D. Idaho Case No. 09-01263).  Howard R.
Foley, Esq., at Foley Freeman PLLC represents the Debtor in its
restructuring efforts.  The Debtor listed $10,000,001 to
$50,000,000 in assets and in debts.


SEMGROUP LP: Reaches Settlement With SemEuro & BNP Paribas
----------------------------------------------------------
SemGroup, L.P., asks the U.S. Bankruptcy Court for the District of
Delaware to approve a settlement it reached with SemEuro Supply
Limited and BNP Paribas Commodity Futures, Ltd., with regard to
the return of the $6,585,374 SemGroup wired to BNP Paribas to
cover a margin call BNP Paribas made on SemEuro's trading account.

Before the Debtors' bankruptcy filing, SemEuro, one of the
Debtors' wholly owned, indirect subsidiaries organized under the
laws of England and Wales, opened a commodities futures trading
account with BNP Paribas, pursuant to which BNP Paribas is
entitled to make a margin call on SemEuro's trading accounts under
certain circumstances.  In the event BNP Paribas makes the margin
call, SemEuro must repay the outstanding amounts on that margin
trading accounts within 24 hours upon receipt of the margin call.
Thereafter, SemEuro and BNP Paribas entered into a margin waiver
credit facility to assist SemEuro to trade in options and futures
as a hedge against commodity price movements.

On the Petition Date, BNP Paribas notified SemEuro that it was
withdrawing the Credit Facility and that SemEuro would be required
to meet the margin call payments for its trading accounts on a
cash basis.  BNP Paribas then made the margin call, which SemGroup
paid within 24 hours, on SemEuro's behalf.  In September 2008,
SemEuro began closing its trading accounts with BNP Paribas.

Subsequently, the parties stipulate that BNP Paribas return the
margin payment to SemGroup in exchange for BNP Paribas's release
by the Debtors relating to the retention of the margin payment
after the Petition Date.

L. Katherine Good, Esq., at Richards, Layton, & Finger, P.A., in
Wilmington, Delaware, asserts that absent the settlement, SemGroup
may face the added cost of litigating the ability of the Court to
exercise jurisdiction over BNP Paribas, or possibly litigating
against BNP Paribas in a foreign jurisdiction, adding further
expense, delay and uncertainty.

                         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: Seeks Court Approval of Ogden Lease Termination Pact
-----------------------------------------------------------------
SemGroup L.P. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to approve a termination
agreement between Debtor SemMaterials, L.P., and Staker & Parson
Companies with respect to SemMaterial's lease of an asphalt
terminal located in Ogden, Utah, from S&P, including the
terminal's related improvements, fixtures, and equipment.  The
Debtors also ask the Court to approve a settlement and compromise
reached between SemMaterials and S&P pertaining to the lease
termination.

Under the Lease, which commenced in November 2006 and expires in
October 2011, SemMaterials pays a monthly rent of $88,000 subject
to an annual producer price index adjustment.  SemMaterials is
also obligated to remit volume incentive rebates to S&P for any
volume sold from SemMaterials' Utah plants.  SemMaterials' current
monthly lease payment with the PPI adjustment is $94,897.  For its
part, S&P is obligated pay SemMaterials a thru-put fee under the
Lease.  Additionally, pursuant to the Lease, S&P agreed to
purchase any inventory remaining on the leased premises, or those
in transit to the leased premises, upon termination of the Lease.
SemMaterials currently maintains at the leased premises about
3.7 million gallons of asphalt product, the Debtors believe to be
valued at $4.4 million.

Furthermore, SemMaterials was authorized to undertake capital
improvements during the lease term on the leased premises for
purposes of incidental asphalt operations.  Upon the termination
of the Lease, SemMaterials may either (i) remove the capital
improvements from the leased premises and restore the premises to
the state they were in prior to undertaking the improvement, or
(ii) sell the capital improvements to S&P at a mutually agreeable
price.  SemMaterials has expended some $1.3 million for
implementing capital improvements on the leased premises since the
inception of the Lease.

The Lease is among those the Debtors sought and obtained Court
approval for assumption in the Debtors' second omnibus assumption
motion.  Since the time of the Lease assumption, SemMaterials has
sold substantially all of its assets and has commenced the orderly
wind down of its business.  In this light, the Lease, the excess
inventory and the capital improvements are of no further use to
SemMaterials.

Pursuant to the Lease termination agreement:

(1) S&P will remit $895,500 to SemMaterials as payment for the
     capital improvements;

(2) In full and final settlement of all alleged postpetition
     obligations arising from the purchase and sale of asphalt
     products under the Lease, including any outstanding rebates
     or thru-put fees:

     (a) S&P will pay $10,871 to SemMaterials, and

     (b) during the period from June 1, 2009, through the date of
         the Court's entry of an order approving the motion,
         SemMaterials will pay S&P, and S&P will accept, a pro
         rata amount for all rent owed under the Lease during the
         interim period;

(3) SemMaterials will sell, and S&P will purchase at market
     price, the remaining inventory at the leased premises for
     $4,439,730; and

(4) S&P will waive any administrative claim and prepetition claim
     that it may have against SemMaterials in connection with the
     Lease or the lease termination agreement.

SemMaterials believes that the terms of the Lease termination
agreement are mutually beneficial to the parties and offer the
most efficient, cost-effective resolution of any potential claims
in connection with the lease termination and the disposition of
the residual assets.  Accordingly, the Debtors ask the Court to
approve their request.

                         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)


SILICON GRAPHICS: Changes Name to Graphics Properties Holdings
--------------------------------------------------------------
Chief Restructuring Officer Barry Weinert disclosed with the U.S.
Securities and Exchange Commission that on June 4, 2009, Graphics
Properties Holdings, Inc., previously Silicon Graphics, Inc.,
amended its Amended and Restated Certificate of Incorporation
pursuant to the Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Silicon Graphics, Inc., to change
the name of the company from Silicon Graphics, Inc., to Graphics
Properties Holdings, Inc.

According to Mr. Weinert, a resolution was adopted by the Board of
Directors, pursuant to Sections 141 and 242 of the General
Corporation Law of the State of Delaware, on May 9, 2009, for the
amendment of the Certificate of Incorporation.  An order has been
entered pursuant to the Federal Bankruptcy Code, 11 U .S.C.
Section 101 et seq., on behalf of the Company, approving the
Amendment to change the name of the Company.  Stockholder approval
for the Amendment is not required under Section 303 of the General
Corporation Law of the State of Delaware.

In a Form 3 filing, Mr. Weinert disclosed that he may be deemed to
beneficially own 4,797 shares of Graphics Properties Holdings,
Inc.'s common stock.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on September 19, 2006.  When
the Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed AlixPartners LLC as restructuring advisor;
Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.
When the Debtors filed for protection from their creditors, they
listed $390,462,000 in total assets and $526,548,000 in total
debts as of 2008.


SIMMONS COMPANY: PwC Raises Going Concern Doubt
-----------------------------------------------
PricewaterhouseCoopers LLP, principal accountants, said Simmons'
non-compliance with its debt covenants, its inability to make
scheduled debt repayments and uncertainty about the ability to
obtain alternative financing arrangements within the next twelve
months raises substantial doubt about the its ability to continue
as a going concern.

The Company has $890 million in total assets and $1.25 billion in
total liabilities resulting in a stockholders' deficit of
$360 million for the fiscal year ended December 27, 2008.

The company reported $492 million net loss on $1.0 million in net
sales for the fiscal year ended December 27, 2008, compared with
$23.4 million net loss on $1.1 million in net sales for the fiscal
year ended December 29, 2007.

As of December 27, 2008, the company had $54.9 million of cash and
cash equivalents and no availability to borrow additional amounts
from its revolving loan under Simmons Bedding's senior credit
facility.  The Company's outstanding borrowings consisted of its
senior credit facility of $529.5 million, subordinated notes,
industrial revenue bonds of $13.6 million, and discount notes.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?3ddc

                      About Simmons Company

Atlanta-based Simmons Company -- http://www.simmons.com/--
through its indirect subsidiary Simmons Bedding Company, is one of
the world's largest mattress manufacturers, manufacturing and
marketing a broad range of products including Beautyrest,
Beautyrest Black, Beautyrest Studio, ComforPedic by Simmons,
Natural Care, Beautyrest Beginnings and Deep Sleep.  Simmons
Bedding operates 19 conventional bedding manufacturing facilities
and two juvenile bedding manufacturing facilities across the
United States, Canada, and Puerto Rico.  Simmons Bedding also
serves as a key supplier of beds to many of the world's leading
hotel groups and resort properties.  Simmons Bedding is committed
to developing superior mattresses and promoting a higher quality
sleep for consumers around the world.

                             *   *   *

As reported by the Troubled Company Reporter on March 2, 2009,
Moody's Investors Service assigned a limited default rating to
Simmons following the expiration of the 30 day grace period of a
missed interest payment on its $200 million subordinated notes.
The limited default rating is assigned to Simmons' Ca probability
of default rating.  All other ratings are affirmed.  The outlook
is developing.


SIMMONS COMPANY: Likely to Restructure Debt in Bankruptcy
---------------------------------------------------------
Simmons Bedding Company said that an acceleration of payments
under the senior credit facility or the subordinated notes could
result in either a voluntary filing or an involuntary petition for
bankruptcy against the company of any of its affiliates.  The
company is seeking a negotiated restructuring including a
restructuring of its debt obligations and sale of its assets that
could occur pursuant to a pre-packaged, pre-arranged or voluntary
bankruptcy filing.

As of December 27, 2008, Simmons Bedding was not in compliance
with certain covenants of its $540 million senior credit facility
and was operating under a forbearance agreement with its senior
lenders.  On January 15, 2009, the company did not make a
scheduled payment of interest due on its subordinated notes
resulting in a default under the indenture governing the
subordinated notes.

As a result, the company entered into a forbearance agreement with
more than a majority of the outstanding subordinated notes holders
where in they agreed to refrain from enforcing their respective
rights and remedies under the Subordinated Notes and the related
indenture.  Both forbearance agreements, as amended, with the
company's senior lenders and the noteholders provide a forbearance
period through June 30, 2009 and, upon meeting certain conditions,
a further extension to July 31, 2009.  The company said it
incurred fees and expenses in connection with the forbearance
agreements and related amendments.

As a condition to the forbearance agreement with the senior
lenders, the company initiated a financing restructuring process
in December 2008.  A special committee of independent directors
was formed by its board of directors on January 23, 2009, to
evaluate and oversee proposals for restructuring its debt
obligations, including seeking additional debt or equity capital
and evaluating various strategic alternatives of the company.

                      About Simmons Company

Atlanta-based Simmons Company -- http://www.simmons.com/--
through its indirect subsidiary Simmons Bedding Company, is one of
the world's largest mattress manufacturers, manufacturing and
marketing a broad range of products including Beautyrest,
Beautyrest Black, Beautyrest Studio, ComforPedic by Simmons,
Natural Care, Beautyrest Beginnings and Deep Sleep.  Simmons
Bedding operates 19 conventional bedding manufacturing facilities
and two juvenile bedding manufacturing facilities across the
United States, Canada, and Puerto Rico.  Simmons Bedding also
serves as a key supplier of beds to many of the world's leading
hotel groups and resort properties.  Simmons Bedding is committed
to developing superior mattresses and promoting a higher quality
sleep for consumers around the world.

                             *   *   *

As reported by the Troubled Company Reporter on March 2, 2009,
Moody's Investors Service assigned a limited default rating to
Simmons following the expiration of the 30 day grace period of a
missed interest payment on its $200 million subordinated notes.
The limited default rating is assigned to Simmons' Ca probability
of default rating.  All other ratings are affirmed.  The outlook
is developing.


SIX FLAGS: Files for Chapter 11 Bankruptcy in Delaware
------------------------------------------------------
Six Flags, Inc., and certain of its subsidiaries on Saturday began
reorganization proceedings under Chapter 11 of the United States
Bankruptcy Code in the District of Delaware.

In connection with the filing, Six Flags is seeking expedited
approval from the Bankruptcy Court of its pre-negotiated plan of
reorganization.  The plan has unanimous support of the lenders'
Steering Committee and the Administrative Agent for the Company's
$1.1 billion senior secured credit facility.  This support is
evidenced by executed lock-up agreements.

                     April 2009 Restructuring

On April 17, 2009, Six Flags commenced an exchange offer to
exchange its 8-7/8% Senior Notes due 2010, 9-3/4% Senior Notes due
2013 and 9-5/8% Senior Notes due 2014 for common stock.  The
Senior Notes Exchange Offer was to expire June 25, 2009.

Six Flags also conducted a separate offer to exchange its 4.50%
Convertible Senior Notes due 2015 for common stock and a consent
solicitation from the holders of its Preferred Income Equity
Redeemable Shares to convert to common stock.

The consummation of the Senior Notes Exchange Offer and the
Convertible Notes Exchange Offer were conditioned on, among other
things, the valid participation of at least 95% of the aggregate
principal amount of each of the Senior Notes and Convertible
Notes.

Under the April 2009 restructuring, holders of the Senior Notes
would receive 58.3% of the Company's outstanding common stock,
holders of the Convertible Notes would receive 26.7% of the
outstanding common stock, holders of PIERS would receive 10.0% of
the outstanding common stock and existing stockholders would
retain 5.0% of the outstanding common stock, in each case prior to
taking into account a new equity incentive plan to be implemented
in connection with the restructuring plan for up to 12.0% of the
outstanding common stock.

On June 1, 2009, Six Flags said it has chosen to take advantage of
the applicable 30-day grace period for making the semi-annual
interest payment of roughly $15 million due on its 9-5/8% Senior
Notes due 2014.

By virtue of the bankruptcy filing and the failure to meet the
minimum tender condition, Six Flags' exchange offers have
terminated.

                    Balance Sheet Deleveraging

Six Flags' plan would result in a deleveraging of the Company's
balance sheet by roughly $1.8 billion, as well as the elimination
of more than $300 million in mandatorily redeemable preferred
stock obligations.  The bankruptcy filing marks the final step in
Six Flags' ongoing efforts to restructure its debt obligations and
position the Company for long-term success, according to Six
Flags.

"The current management team inherited a $2.4 billion debt load
that cannot be sustained, particularly in these challenging
financial markets," said Mark Shapiro, President and CEO of Six
Flags.  "As a result, we are cleaning up the past and positioning
the Company for future growth."

"No one should be confused about what a bankruptcy process means
for Six Flags.  Following a record year of performance in 2008,
which completed the three-year turnaround of our system-wide park
operation, this action to clean up the balance sheet paves the way
for a full revival of the company.  We will emerge from this
process stronger and more competitive than ever. "

Mr. Shapiro emphasized that the Chapter 11 filing will have no
impact on day-to-day park operations.  "Our brand and our
operations are on solid ground.  This process is strictly a
financial restructuring of our debt.  We are fully committed to
ensuring that the experience of our guests this summer is totally
unaffected by this restructuring process.  During this period we
will work even more closely with our vendors, suppliers and
employees to deliver the same friendly, clean, fast, safe service
our guests have come to expect from the new Six Flags.  I remain
thankful for the steadfast support of our employees and other
stakeholders throughout this entire process, and I am confident in
our ability to expand and pursue new opportunities for the Six
Flags brand once our balance sheet is healthy.  More than ever,
consumers are gravitating toward experiences they know and trust.
Six Flags has been a favorite family destination for almost a half
century.  Our financial reorganization will best position our
parks to entertain millions of guests for another 50 years."

                          About Six Flags

Six Flags, Inc. is a publicly traded corporation headquartered in
New York City and is the world's largest regional theme park
company with 20 parks across the United States, Mexico and Canada.

As of March 31, 2009, Six Flags had $2,907,335,000 in total
assets, including $189,043,000 in total current assets; and
$3,431,647,000 in total liabilities, including $603,617,000 in
current liabilities, $1,912,477,000 in long-term liabilities,
$414,394,000 in redeemable noncontrolling interests and
$307,875,000 in mandatorily redeemable preferred stock; resulting
$524,312,000 in stockholders' deficit.


SIX FLAGS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Six Flags Inc.
        1540 Broadway, 15th Floor
        New York, NY 10036

Bankruptcy Case No.: 09-12019

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Astroworld GP LLC                                  09-12047
Astroworld LP                                      09-12051
Astroworld LP LLC                                  09-12050
Fiesta Texas Inc.                                  09-12044
Funtime, Inc.                                      09-12045
Funtime Parks, Inc.                                09-12048
Great America LLC                                  09-12043
Great Escape Holding Inc.                          09-12040
Great Escape Rides L.P.                            09-12038
Great Escape Theme Park L.P.                       09-12036
Hurricane Harbor GP LLC                            09-12035
Hurricane Harbor LP                                09-12032
Hurricane Harbor LP LLC                            09-12030
KKI, LLC                                           09-12027
Magic Mountain LLC                                 09-12025
Park Management Corp.                              09-12023
PP Data Services Inc.                              09-12053
Premier International Holdings Inc.                09-12019
Premier Parks of Colorado Inc.                     09-12021
Premier Parks Holdings Inc.                        09-12024
Premier Waterworld Sacramento Inc.                 09-12028
Riverside Park Enterprises, Inc.                   09-12031
SF HWP Management LLC                              09-12034
SFJ Management Inc.                                09-12039
SFRCC Corp.                                        09-12042
Six Flags, Inc.                                    09-12037
Six Flags America LP                               09-12046
Six Flags America Property Corporation             09-12049
Six Flags Great Adventure LLC                      09-12052
Six Flags Great Escape L.P.                        09-12041
Six Flags Operations Inc.                          09-12022
Six Flags Services, Inc.                           09-12026
Six Flags Services of Illinois, Inc.               09-12029
Six Flags St. Louis LLC                            09-12033
Six Flags Theme Parks Inc.                         09-12054
South Street Holdings LLC                          09-12055
Stuart Amusement Company                           09-12020

Related Information: Six Flags is the largest regional theme park
                     operator in the world.  From its headquarters
                     in New York City, Six Flags indirectly owns
                     or operates twenty parks located in
                     geographically diverse markets across North
                     America, including eighteen domestic parks,
                     one park in Mexico, and one park in Canada.
                     Eighteen of the twenty parks are branded as
                     "Six Flags" parks.  Six Flags intends to
                     expand its operations beyond North America
                     with destinations in Dubai and Qatar.

Chapter 11 Petition Date: June 13, 2009

Court: District of Delaware

Debtors' Counsel: Paul E Harner, Esq.
                  Steven T Catlett, Esq.
                  Christian M Auty, Esq.
                  Paul, Hastings, Janofsky & Walker LLP
                  191 North Wacker Drive, Thirtieth Floor
                  Chicago, Il 60606
                  Tel: (312) 499-6000
                  Fax: (312) 499-6100
                  http://www.paulhastings.com/

Debtors'
Co-Counsel:       Daniel J. DeFranceschi, Esq.
                  L. Katherine Good, Esq.
                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  http://www.rlf.com/

Debtors'
Special Counsel:  Cadwalader Wickersham & Taft LLP
                  One World Financial Center
                  New York, NY 10281
                  Tel: (212) 504-6000
                  Fax: (212) 504 6666
                  http://www.cadwalader.com/

Debtors'
Financial
Advisor:          Houlihan Lokey Howard & Zukin Capital Inc.
                  245 Park Avenue
                  New York, NY 10167-0001
                  Tel: (212) 497-4100
                  Fax: (212) 661-3070
                  http://www.hlhz.com/

Debtors'
Accountant:       KPMG LLC
                  3 Chestnut Ridge Road
                  Montvale, NJ 07645-0435
                  Tel.: (201) 307-8498
                  http://www.kpmg.com/

Debtors'
Claims Agent:     Kurtzman Carson Consultants LLC
                  2335 Alaska Avenue
                  El Segundo, CA 90245
                  Tel: (866) 967-1783
                  http://www.kccllc.net/

The Debtors' financial condition as of March 31, 2009:

Total Assets: $2,907,335,000

Total Liabilities: $3,431,647,000

Debt securities held by more than 500 holders:

-- 8 1/4% senior notes due 2010              $131,077,000
-- 9 3/4% senior notes due 2013              $142,441,000
-- 9 5/8% senior notes due 3014              $314,757,000
-- 4 1/2% convertible senior notes due 2015  $280,000,000
-- 12 1/4% senior notes due 2016             $400,000,000

The Debtors have 1,115,000 preferred stock and 97,775,488 common
stock.

Entities that own and control 5% or more of the voting securities
of the Debtors:

Beneficial Owner                     Percentage Ownership
----------------                     --------------------
Cascade Investment LLC                       11.1%
Citigroup Inc.                                9.1%
Barclays PLC                                  6.65%
Daniel M. Snyder                              5.92%
Renaissance Technologies LLC                  5.52%
Dwight C. Schar                               5.17%

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
HSBC Bank USA, National        bond debt         $400,000,000
Association as Trustee         (12.25% Notes
452 Fifth Avenue               due 2016)
New York, New York 10018

Bank of New York Mellon as     bond debt         $314,787,000
Trustee                        (9.625% Notes
101 Barclay St - 8W            due 2014)
New York NY 10286

Bank of New York Mellon as     bond debt         $280,000,000
Trustee                        (4.5% Notes
101 Barclay St - 8W            due 2015)
New York NY 10286

Bank of New York Mellon as     bond debt         $142,441,000
Trustee                        (9.75% Notes
101 Barclay St - 8W            due 2013)
New York NY 10286

Bank of New York Mellon as     bond debt         $131,077,000
Trustee                        (8.875% Notes
101 Barclay St - 8W            due 2010)
New York NY 10286

Lake County, Illinois          trade debt        $180,440
Convention and
Visitor's Bureau
5465 W, Grand Ave, Suite 100
Gurnee, IL 60031

NSB Retail Solutions L.P,      trade debt        $102,633
2800 Autoroute Transcanaadienn
Point-Claire, QC H9RIBI

County of Los Angeles -        trade debt        $100,126
Sheriff
P,O, Box 512816
Los An eles, CA 90051-0816

Philadelphia Coca-Cola USA     trade debt        $85,910
P,O, Box 8500 2735
Philadel hia, PA 19718-2735

CJ Contractors NJ, Inc.        trade debt        $85,309
115 North County Line Road
Jackson, NJ 08527

Alex In Wonderland             trade debt        $75,050
3224 N, San Fernando Blvd.
Burbank, CA 91504

Roto Graphic Printing Inc.     trade debt        $70,777
575 Fond Du Lac Ave.
Fond Du Lac, WI 54936-1495

Tri-City Fence Company, Inc.   trade debt        $66,631
1175 Benicia Road
Vallejo, CA 94591

Mindshare USA LLC              trade debt        $58,724
P.O. Box 60 I689
Charlotte, NC 28260-1689

Green Order                    trade debt        $55,000
205 Lexington Ave. 15th Floor
New York, NY 10016

Coca Cola Bottling Co. of New  trade debt        $42,599
York
P.O. Box 4 I08
Boston, MA 02231-410

R&M Grading, Inc.              trade debt        $40,705
2200 Big Ranch Road
Napa, CA 94558

Bunzl New Jersey Inc.          trade debt        $35,359
12769 Collection Center Drive
Chicago, IL 60693

Boller Construction Co Inc.    trade debt        $34,904
3045 W. Washington St.
Waukegan, IL 60085

Cirignano Contracting Inc.     trade debt        $32,656
750 California Ave.
Absecon, NJ

The petition was signed by Jeffrey R. Speed, chief financial
officer of Six Flags Inc.


SIX FLAGS: Bank Debt Trades at 22% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Six Flags Theme
Parks, Inc., is a borrower traded in the secondary market at 78.00
cents-on-the-dollar during the week ended June 12, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.07 percentage
points from the previous week, the Journal relates.   The loan
matures May 15, 2015.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Caa1 rating and S&P's CCC+ rating.

Six Flags, Inc. is a publicly traded corporation headquartered in
New York City and is the world's largest regional theme park
company with 20 parks across the United States, Mexico and Canada.

As of March 31, 2009, Six Flags had $2,907,335,000 in total
assets, including $189,043,000 in total current assets; and
$3,431,647,000 in total liabilities, including $603,617,000 in
current liabilities, $1,912,477,000 in long-term liabilities,
$414,394,000 in redeemable noncontrolling interests and
$307,875,000 in mandatorily redeemable preferred stock; resulting
$524,312,000 in stockholders' deficit.


SMURFIT-STONE: Court Approves Evergreen & Travelers Surety Bonds
----------------------------------------------------------------
Smurfit-Stone Container Corp. and its debtor-affiliates use surety
bonds to secure a variety of obligations incurred in the ordinary
course of their businesses.  According to James F. Conlan, Esq.,
at Sidley Austin LLP, in Chicago, Illinois, in certain instances,
state agencies require surety bonds, including performance bonds
to secure various environmental obligations.  In other instances,
contract counterparties, like utility providers, construction
companies, and others require bonds to secure the Debtors'
contractual obligations.  Consequently, the Debtors must have
access to surety bonds in order to properly operate their
business, Mr. Conlan says.

Before their bankruptcy filing, the Debtors maintained agreements
with several surety bond providers, including Evergreen National
Indemnity Company and Travelers Casualty and Surety Company of
America.  Mr. Conlan notes that Evergreen was the Debtors' sole
provider of environmental surety bonds prior to the Petition Date.
Evergreen issued the bonds to state environmental agencies on
behalf of the Debtors to secure certain environmental obligations
in connection with their operation of landfills and a barrier
recovery well system.  He discloses that as of the Petition Date,
the Debtors had eight outstanding environmental performance surety
bonds that were issued by Evergreen.  The Debtors choose to own
and operate their own landfills to ensure that their wastes are
properly managed.  This also allows the Debtors to better control
their waste disposal costs and avoid the significant costs
associated with using commercial landfills, incinerators or other
disposal facilities, Mr. Conlan tells the U.S. Bankruptcy Court
for the District of Delaware.

Travelers issued surety bonds on the Debtors' behalf to state
agencies, customs authorities and utility providers, among others.
Travelers issued the surety bonds pursuant to a certain general
contract of indemnity entered into by Smurfit-Stone Container
Corporation and Smurfit-Stone Container Enterprises, Inc. as
indemnitors and certain other general agreements of indemnity.
Pursuant to the Prepetition Agreements, the Debtors indemnified
Travelers and agreed to reimburse Travelers in the event that the
bond beneficiaries obtained payment from Travelers on account of
the bonds.  Mr. Conlan says that the Debtors provided Travelers
with an irrevocable letter of credit to secure the Debtors'
indemnity and reimbursement obligations under the Prepetition
Agreements.

As of the Petition Date, the Debtors had 25 outstanding surety
bonds that were issued by Travelers aggregating $7,000,000, and
approximately $6,200,000 of the amount relates to Prepetition
Travelers Bonds issued to state agencies to secure workers'
compensation obligations.  As of the Petition Date, the letter of
credit provided by the Debtors to secure their indemnity
obligations in respect of the Prepetition Travelers Bonds was
$7,000,000.  Mr. Conlan notes that Travelers is entitled to draw
down on the letter of credit in the event Travelers is required to
pay any of the beneficiaries of the Prepetition Travelers Bonds.
In order to continue operating their businesses effectively as
debtors-in-possession, Mr. Conlan submits that the Debtors need to
maintain many of their existing bonds and will likely be required
to post new bonds.  He explains that although the Debtors continue
to pay their workers' compensation obligations in the ordinary
course, the Debtors are required to maintain bonds with a number
of state regulatory agencies in order to maintain their self-
insured status in those states.

Travelers and Evergreen have notified the Debtors that they will
not issue any new surety bonds or renew existing bonds unless the
Debtors agree to enter into new agreements.

In separate requests, the Debtors ask the Court for authority to
enter into new agreements with Evergreen and Travelers.  The key
terms of the new agreements between the Parties are:

A.  Evergreen

   (a) The terms of Evergreen's Postpetition Agreement with the
       Debtors will supersede any conflicting terms in the
       Prepetition Agreement.

   (b) The Prepetition Evergreen Bonds will remain in place.
       Evergreen will provide the Debtors with new bonds and
       increases or renewals of existing bonds according to
       Evergreen's normal underwriting practices.

   (c) Evergreen agrees to issue certain new bonds to replace
       bonds previously issued by a different surety provider on
       behalf of the Debtors.

   (d) The Debtors will continue to pay timely premiums on all
       bonds as the premiums become due.

   (e) The Debtors agree to treat their obligations under the
       Evergreen Prepetition Agreement as valid and binding
       postpetition obligations.

   (f) To the extent that any of the Replaced Bonds were
       previously canceled by the prior surety bond provider,
       the corresponding New Bonds will have an effective date
       retroactive to the cancellation date.  The Replaced Bonds
       that are currently in place will remain in place and will
       be replaced by Evergreen on the renewal date of the bond,
       or if the bond is canceled prior to the renewal date, on
       the earliest practicable date after the cancellation of
       the bond.

   (g) The irrevocable letter of credit issued as collateral for
       the Prepetition Evergreen Bonds will be maintained as
       security for the Prepetition Evergreen Bonds and the New
       Bonds.

   (h) If any of the default provisions in the Prepetition
       Agreement is triggered, the Debtors will be provided
       notice of the default and a minimum of 90 days to cure
       the default prior to Evergreen exercising any of the
       default remedies defined under the Evergreen Postpetition
       Agreement.

B.  Travelers

   (a) Travelers may issue bonds up to an aggregate capacity of
       $25,000,000 for all outstanding bonds, including the
       Prepetition Travelers Bonds.

   (b) Travelers will provide the Debtors with new bonds and
       increases or renewals of existing bonds according to
       Travelers' normal underwriting practices.

   (c) The applicable premiums to be charged to the Debtors are
       set in a side letter agreement, which the Debtors will
       provide to the Official Committee of Unsecured Creditors
       and the U.S. Trustee for the District of Delaware on a
       confidential basis.  The Debtors will continue to pay
       timely premiums on all bonds as the premiums become due.

   (d) The Debtors will provide security in the form of one or
       more irrevocable letters of credit for all bonds
       maintained, issued, renewed or reinstated postpetition.

   (e) The Debtors reaffirm their obligations under the
       Travelers Prepetition Agreements and agree to treat them
       as their valid and binding postpetition obligations.

   (f) Travelers will be entitled to superpriority
       administrative expense status for any claim it may have
       under the Travelers Postpetition Agreement or the
       Prepetition Agreements that is in excess of the amount of
       collateral held by Travelers, provided that the
       superpriority administrative expense claim will be junior
       and subordinate to the superpriority administrative
       claims granted to the DIP Lenders, the Prepetition
       Secured Parties, and the Calpine Lenders.

   (g) Travelers is granted relief from the automatic stay, as
       may be necessary, to effectuate the cancellation of any
       bond in accordance with the terms of the Travelers
       Postpetition Agreement and to draw upon any letters of
       credit issued to Travelers.

                           *     *     *

The Court granted the Debtors' requests.  Prior to Court approval,
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, certified that there were no objections to
the Debtors' requests.

                   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 Approves Zurich Insurance Agreement
--------------------------------------------------------
As reported by the Troubled Company Reporter on May 14, 2009,
Smurfit-Stone Container Corp. and its debtor-affiliates asked
permission from the U.S. Bankruptcy Court for the District of
Delaware to enter into new insurance agreements with Zurich
American Insurance Company.

The Court granted the Debtors' request.  The Parties negotiated
and agreed to the terms of new general liability, workers
compensation and automobile liability insurance policies with
policy periods from May 1, 2009, to April 1, 2010.  A full-text
copy of the New Policies Agreement is available for free at
http://bankrupt.com/misc/SmurfNewPolicy.pdf

The key terms of the New Policies Agreement between the Debtors
and Zurich include:

   (a) General Liability Coverage in U.S. -- The deductible is
       $2,500,000, so Zurich insures the Debtors for claims up to
       the policy limits of $2,500,000 for each occurrence and
       $2,500,000 in the aggregate, but the Debtors reimburse
       Zurich for all the claims.  The applicable premium is
       $3,017.

   (b) General Liability Coverage in Canada -- The self-insured
       retention/deductible is $2,500,000, so the Debtors pay
       directly up to $2,000,000 for every claim before Zurich
       responds to the loss.  Zurich insures the Debtors for
       $500,000 in excess of the $2,000,000, but the Debtors
       reimburse Zurich for all claims within the limit.  The
       applicable premium is $1,500.

   (c) Workers' Compensation.

       * Excess coverage for states where self-insured:

            a. Generally, there is a $1,500,000 self-insured
               retention and the Debtors are obligated to pay
               directly up to $1,500,000 for every workers'
               compensation claim before Zurich responds to the
               loss.

            b. $500,000 self-insured retention for employers'
               liability claims and the Debtors are obligated to
               pay up to $500,000 for every claim before Zurich
               responds to the loss.  The employers' liability
               limit is $500,000 in excess of the self-insured
               retention.

            c. $393,455 premium.

       * Coverage for states where not self-insured:

            a. All workers' compensation claims are covered, but
               the Debtors reimburse Zurich for the first
               $1,500,000 of every claim.

            b. Employers' liability claims are covered up to
               $1,000,000, but the Debtors reimburse Zurich for
               up to $1,000,000.

            c. $350,415 premium.

       * Retrospective rating program:

            a. All workers' compensation claims are covered, but
               the Debtors reimburse Zurich for the first
               $1,500,000 of every claim.

            b. Employers' liability claims are covered up to
               $1,000,000, but the Debtors reimburse Zurich for
               up to $1,000,000.

            c. $10,607 premium.

       * Premium Adjustment -- The workers' compensation premium
         amounts are adjusted at the end of the term of the New
         Policies Agreement based on actual payroll amounts
         during the term.

   (d) Automobile Liability Coverage in U.S. -- The deductible is
       $2,000,000.  Zurich insures the Debtors for claims up to
       $3,000,000, but the Debtors reimburse Zurich for the first
       $2,000,000 of each claim.  The estimated premium is
       $44,779.

   (e) Automobile Liability Coverage in Canada -- The deductible
       is $2,000,000.  Zurich insures the Debtors for claims up
       to $3,000,000, but the Debtors reimburse Zurich for the
       first $2,000,000 of each claim.  The estimated premium is
       $13,440.

   (f) Collateral Obligations -- The $21,500,000 of collateral
       currently held by Zurich will be increased per the terms
       of the New Policies Agreement to $25,416,000.  Of the
       amount, $7,045,000 relates to the Debtors' reimbursement
       obligations to Zurich for the 5/1/09 - 4/1/10 policy term.
       The portion of the collateral may be adjusted from time to
       time, but no earlier than September 30, 2010

   (g) Failure to Meet Deductible Obligations -- If the Debtors
       fail to meet deductible obligations, Zurich can cancel the
       policies without obtaining relief from the automatic stay.

   (h) Affirmation of Obligations Under 2002-09 Policies -- The
       Debtors are affirming their remaining obligations under
       the 2002-09 Policies, which are comprised almost entirely
       of the collateral and deductible-related obligations.

                   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 Approves Settlement Pact With Southeast Fuels
------------------------------------------------------------------
As reported by the Troubled Company Reporter on May 8, 2009,
Smurfit-Stone Container Corp. and its debtor-affiliates asked the
U.S. Bankruptcy Court for the District of Delaware to approve
their settlement agreement with Southeast Fuels, Inc., pursuant to
Rule 9019(a) of the Federal Rules of Bankruptcy Procedure.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
disclosed that as of May 15, 2009, there were no objections to the
Debtors' request.

Accordingly, the Court granted the Debtors' request.

The terms of the Parties' Agreement are:

   -- SSCC will pay nothing to Southeast Fuels and Southeast
      Fuels will pay $200,000 to SSCC to settle all of the claims
      asserted in a lawsuit SSCC filed against Southeast Fuels in
      the United States District Court for the Eastern District of
      Virginia;

   -- Southeast Fuels will place an initial cash payment of
      $150,000 in escrow;

   -- Southeast Fuels will make a second cash payment amounting
      to $50,000, on or before July 2, 2009 which will be secured
      by a promissory note from Southeast Fuels;

   -- SSCC and Southeast Fuels mutually release each other of
      all claims effective immediately upon the Court's approval
      of the Settlement Agreement;

   -- upon the Court's approval of the Settlement Agreement, SSCC
      and Southeast Fuels will cause the District Court Action,
      including the Complaint and the Counterclaim, to be
      dismissed with prejudice, with each Party paying its own
      costs and attorneys' fees.

                   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: Georgia-Pacific & GNN Seek $1 Million in Damages
---------------------------------------------------------------
Georgia-Pacific Corrugated I LLC and GNN Investor LLC tell the
U.S. Bankruptcy Court for the District of Delaware that Debtor
Smurfit Stone Container Enterprises breached a certain agreement
whereby SSCE agreed to purchase and Georgia agreed to sell a
certain parcel of real property located at 210 Grove Street,
Franklin, in Norfolk County, Massachusetts, and certain personal
property.

In connection with the Agreement, the Georgia and GNN deposited
$1,000,000 with LandAmerica Title Insurance Company, an escrow
agent, to be used as earnest money to be applied as part payment
of the $15,000,000 purchase price, or as liquidated damages if
SSCE breached the Agreement, Duane D. Werb, Esq., at Werb &
Sullivan, in Wilmington, Delaware, relates.

Before closing the transaction, SSCE advised Georgia and GNN by
letter that it would not close within 10 business days following
the expiration of SSCE's review period and purported to terminate
the Agreement because there was a "Material Adverse Effect" in
respect of the Property, Mr. Werb says.  Specifically, SSCE stated
that it had conducted soil and groundwater sampling, which
revealed contamination necessitating remediation.  Subsequently,
Georgia and GNN advised SSCE that no "Material Adverse Effect" had
occurred and that they expect SSCE to close the sales transaction.
However, SSCE failed to close the transaction.  Under the
Agreement, the Parties agreed that Georgia'a and GNN's damages, in
the event of a breach of the Agreement by SSCE, would be difficult
or impossible to determine.  Therefore, the Parties agreed that
liquidated damages amounting $1,000,000 were the Parties' best and
most accurate estimate of the damages the Plaintiffs would suffer
if the transaction provided for in the Agreement failed to close,
Mr. Werb contends.  Under certain terms, Mr. Werb says, the Escrow
Agent was to disburse the funds in accordance with the written
instructions of the Parties.  However, the Escrow Agent did not
receive any instruction.

On January 15, 2009, the Georgia and GNN filed a complaint for
breach of contract in the Superior Court of Fulton County,
Georgia, against SSCE, which was stayed when the Debtors filed for
Chapter 11 protection.

Accordingly, Georgia and GNN ask the Court to:

   (i) find that Georgia and GNN are entitled to liquidated
       damages of $1,000,000 and all interest accrued arising out
       of SSCE's breach of the Agreement;

  (ii) declare that the Escrow Funds are not property of SSCE's
       bankruptcy estate; and

(iii) authorize and direct the Escrow Agent to turn over and
       immediately surrender the Escrow Funds to Georgia and GNN.

                   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: Sidley Austin Bills $2.7MM for 1st Quarter Services
------------------------------------------------------------------
Ten professionals retained in Smurfit-Stone Container Corp. and
its debtor-affiliates' Chapter 11 cases filed applications for
allowance of fees and reimbursement of expenses for the first
quarter of 2009:

A. Debtors' Professionals

   Professional                             Fees      Expenses
   ------------                          ----------   --------
   Young Conaway Stargatt & Taylor LLP     $155,686    $29,449
   Sidley Austin LLP                      2,757,173     75,132
   Lazard Freres & Co. LLC                  548,387      6,303
   PricewaterhouseCoopers LLP             1,607,831     83,484
   Ernst & Young LLP                        601,221        359
   Armstrong Teasdale LLP                   274,620     21,423

B. Committee's Professionals

   FTI Consulting, Inc.                    $471,429     $6,953
   Kramer Levin Naftalis & Frankel LLP      851,501     22,313
   Houlihan Lokey Howard & Zukin LLP        342,857     13,559
   Bennett Jones LLP                         86,487        592

Seven professionals, in separate filings, filed monthly
applications for allowance of fees and reimbursement of expenses:

  Professional             Period          Fees       Expenses
  ------------             ------        ----------   --------
  Sidley Austin LLP        Mar. 2009     $1,141,768    $35,479

  Kramer Levin Naftalis &  Mar. 2009        476,497     16,131
  Frankel LLP

  FTI Consulting, Inc.     Feb. 9 to        471,429      6,953
                           Mar. 2009
                           Apr. 2009        275,000     10,543


  Armstrong Teasdale LLP   Jan. 26 to       201,519      6,314
                           Feb. 2009

                           Mar. 2009         73,100      8,794

  Lazard Freres & Co. LLC  Mar. 2009        250,000      4,467

  Houlihan Lokey Howard    Feb. 9 to        274,285     13,559
  and Zukin Capital, Inc.  Mar. 2009

                           Apr. 2009        160,000      6,202

  Bennett Jones LLP        Apr. 2009         81,198     28,801

  Ernst & Young LLP        Mar. 2009        174,954      3,244

Kramer Levin, Bennet Jones, and FTI Consulting certify that there
are no objections to their February and March 2009 monthly fee
applications.

Ernst & Young and PricewaterhouseCoopers LLP, certify that there
are no objections to their January 26, 2009, to February 28, 2009,
monthly fee applications.

Young Conaway Stargatt & Taylor LLP and Armstrong Teasedale LLP
also certify that there are no objections to their monthly fee
applications from January 26 through March 31, 2009.

Sidley Austin and Lazard Freres certify that there are no
objections to their March 2009 fee applications.

                   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: 4 Creditors Transfer Claims Aggregating $356,410
---------------------------------------------------------------
Four creditors have transferred their claims in Smurfit-Stone
Container Corp. and its debtor-affiliates' Chapter 11 cases to:

  Transferor                       Transferee            Amount
  ----------                       ----------            ------
  Dolphin Cartage, Inc.            United States       $295,252
                                   Recovery II LLC

  Discount Ramps.Com LLC           Sierra Liquidity       9,045
                                   Fund LLC

  David Industrial Sales, Inc.     Sierra Liquidity       2,113
                                   Fund LLC

  St. Louis Art Museum             Liquidity
                                   Solutions, Inc.      $50,000

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)


SOUTHERN PINES: Creditors Meeting on July 2
-------------------------------------------
A meeting of creditors in Hernando Beach Inc.'s case will held on
July 2.  Hernando Beach owes more than $409,000 to its 20 largest
unsecured creditors, although almost $275,000 of that debt is
disputed.

Prebankruptcy Hernando Beach offered 224 units in the first phase
of its Southern Pines project just off Cortez and Clinton
boulevards in Brooksville.

Hernando Beach, court documents say, has a pair of construction
loans on the property that it still owes $3 million, although one
loan where $1.7 million is owed to Center State Bank in
Zephyrhills, is disputed.  Business Journal states that two other
loans from Cortez Community Bank in Brooksville where $1.3 million
is still owed.  According to Business Journal, much of the
unsecured claims range from $8,000 to $39,000 and are from
subcontractors.

Brooksville, Florida-based Hernando Beach, Inc., dba Southern
Pines Condominium is the developer of Southern Pines Condominium.
The Company filed for Chapter 11 bankruptcy protection on June 8,
2009 (Bankr. M.D. Fla. Case No. 09-12037).  Sheila D. Norman,
Esq., at Norman and Bullington, P.A., assists the Company in its
restructuring efforts.  The Company listed $6,772,442 in assets
and $3,575,531 in debts.


SPARKS REGIONAL: Moody's Does Not Take Action on 'Caa1' Rating
--------------------------------------------------------------
Moody's Investors Service will not take immediate rating action on
the Caa1 rating assigned to Sparks Regional Medical Center's
(Sparks) Series 2001 fixed rate bonds ($53.1 million outstanding)
following the recent announcement that Sparks and for-profit
Jackson Healthcare (headquartered in Alpharetta, Georgia) have
discontinued negotiations for Jackson to acquire Sparks.  The two
parties signed a non-binding Letter of Intent in March 2009.

At this time, it is unclear what Sparks' course of action will be.
Moody's note that through April 30 (ten months of FY 2009),
consolidated operations demonstrate modest improvement compared to
the first two quarters of FY 2009.  Operating cash flow is
slightly positive for the first ten months of the year (0.1%
operating cash flow margin) compared to -$4.3 million through six
months of FY 2009 (-3.5% margin).  Unrestricted cash (including
$2 million that may be borrowed from the foundation) increased to
$11.4 million at April 30, 2009, translating into approximately 16
days cash on hand (liquidity measures $9.4 million and 13 days
cash on hand when excluding the foundation money).  These compare
to $7.5 million of cash and 11 days cash on hand through six
months FY 2009 (December 31, 2008).

Sparks continues to make its regularly scheduled principal and
interest payments and the debt service reserve fund remains fully
funded.

Rated Debt (debt outstanding as of April 30, 2009)

  -- Series 2001 Fixed Rate Revenue Bonds ($53.1 million
     outstanding), rated Caa1

The last rating action was on January 28, 2009, when the rating of
Sparks Regional Medical Center was downgraded to Caa1 from B2 and
removed from Watchlist.


SUN-TIMES MEDIA: Settlement With Shareholders Gets Court Approval
-----------------------------------------------------------------
Lorene Yue at Chain's Chicago Business reports that a federal
judge has approved Sun-Times Media Group, Inc.'s settlement with
shareholders who filed a class-action lawsuit against the Company
for securities fraud allegedly committed when Conrad Black led the
Company.

Bloomberg News quoted John Kairis, lawyer for the plaintiffs, as
saying, "It's an excellent result for the class, given the fact
that three of the corporate defendants declared bankruptcy.  There
was a serious risk of no recovery at all."  According to Crain's,
the settlement dismisses claims that Mr. Black and other members
of management misled investors about their compensation.  The
settlement, Crain's says, applies to shareholders who purchased
stock between August 13, 1999, and March 31, 2003.

Mr. Black was convicted in 2007 of misappropriating company funds
and obstruction of justice.  The Supreme Court denied on Thursday
his request for bail while he appeals his case, Crain's says.

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
(Pink Sheets:SUTM) owns media properties including the Chicago
Sun-Times and Suntimes.com as well as newspapers and Web sites
serving more than 200 communities across Chicago.  The Company and
its affiliates conduct business as a single operating segment
which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Delaware Case No. 09-
11092).  James H.M. Sprayregan, P.C., James A. Stempel, Esq.,
David A. Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland &
Ellis LLP assist the Debtors in their restructuring efforts.
Kurtzman Carson Consultants LLC is the Debtors' claims agent.  As
of November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


THE LOEB-NORTON RANCH: Case Summary & 3 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: The Loeb-Norton Ranch Corporation
        5 Corporate Park, Suite 170
        Irvine, Ca 92606

Bankruptcy Case No.: 09-15689

Chapter 11 Petition Date: June 11, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Michael N. Sofris, Esq.
                  468 N Camden Dr, Ste 200
                  Beverly Hills, CA 90210
                  Tel: (310) 229-4505
                  Fax: (310) 388-0535
                  Email: michael@sofris.com

Total Assets: 4,026,550

Total Debts: $2,706,995

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/cacb09-15689.pdf

The petition was signed by Richard James Chamberlin, chief
financial officer and secretary of the Company.


THEATER XTREME: JC Int'l Acquires Trademark and IP Assets
---------------------------------------------------------
JC International has purchased TheaterXtreme's intellectual
property, trademarks, logos, operational procedures, and rights to
its enterprise resource planning platform.  The purchase, which
was approved by a U.S. Bankruptcy Court judge on May 28, 2009,
effectively completed the liquidation of the former corporation
which originally filed for Chapter 7 bankruptcy in late 2008.

"I've worked closely with the Company's team for many years," said
incoming CEO Robert Cribbs.  "During the bankruptcy proceedings we
did substantial due diligence and found the Company's failure was
not due to the business model, which is sound, but a lack of
funding to help it reach its full potential.  Its investment
capital tightened significantly in the final months of operation.
This fact was compounded by the structure of its financial
relationship with Circuit City that has since gone out of
business, and the high cost of being publicly traded," Mr. Cribbs
added.  He believes that since these problems have been eliminated
through the bankruptcy proceedings that TXEG can and will be
viable.

Mr. Cribbs, who is CEO of JC International, will continue
development of the increasingly popular RowOne(R) furniture line,
while reaching out to AV advisors to discuss expanding the line of
products, made possible by the closure of so many stores in the
industry.

According to Cribbs, the newly reformed TheaterXtreme needs to
move quickly in order to take advantage of low-cost leases on
first-tier locations, a flood of highly qualified talent currently
on the market, and vendors eager to expand their sales bases as
they fight declining sales.  "The time is right to re-launch a
truly visionary retail concept," he added.

Robert Cribbs -- http://www.jaspercabinet.com/-- owns and
operates JC International and Jasper Cabinet, a well established
furniture company started in 1904.  Jasper Cabinet has been
expanding into entertainment based furniture, as an addition to
its current custom accent line.  The purchase of the TheaterXtreme
intellectual property is part of its plans to expand into retail,
creating a venue for the sale of new furniture products, while
continuing the goal of making TheaterXtreme a national model.  JC
international did not purchase the corporation or franchise
operations of TheaterXtreme.

Theater Xtreme Entertainment Group, Inc. is a specialty retailer
of real movie theaters for the home.  Theater Xtreme operates one
company-owned store and has 10 franchises in 12 states.  The
Debtor is represented by Tobey M. Daluz, Esq., at Ballard Spahr
Andrews & Ingersoll.  As of September 30, 2008, the company's
balance sheet showed $1.9 million in total assets, $6.1 million in
total liabilities, resulting in $4.2 million in stockholders'
deficit.


TIMOTHY BOWMAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Timothy J. Bowman
               Leanne C. Bowman
               P.O. Box 26401
               Prescott Valley, AZ 86314

Bankruptcy Case No.: 09-12983

Chapter 11 Petition Date: June 11, 2009

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

Judge: Chief Judge Redfield T. Baum PCT Sr.

Debtors' Counsel: Christopher Ryan Chicoine, Esq.
                  Aiken Schenk Hawkins & Ricciardi
                  4742 N. 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  Email: crc@ashrlaw.com

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

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

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

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

The petition was signed by the Joint Debtors.


TOM'S FOODS: PBGC Seeks $3MM Recovery on Behalf of Pension Plan
---------------------------------------------------------------
The Pension Benefit Guaranty Corporation has filed a motion to
intervene in a suit by participants in the pension plan formerly
sponsored by Tom's Foods Inc., the defunct Columbus, Georgia-based
snack food maker.  The suit in U.S. District Court in Columbus
seeks to recover about $3 million in plan assets lost due to
unlawful investments by the plan's fiduciaries.

The action in which the PBGC is seeking to intervene names as
defendants Rolland Divin, formerly chief executive officer of
Tom's Foods and chairman of the pension plan's investment
committee, Michael E. Heisley, the company's former chairman, and
Andrew G. C. Sage, II, a former member of the company's board of
directors.  The PBGC intends to add other defendants.

The Tom's Foods Pension Plan terminated in 2007, resulting in a
claim of $45 million against the federal pension insurance program
for unfunded guaranteed benefits earned by the plan's 2,600
covered workers.

The PBGC's filing alleges that the plan's fiduciaries, members of
the Tom's Foods board of directors and the pension plan's
investment committee, violated their duties of loyalty and
prudence to plan participants by directing the plan to invest
$3.9 million of its assets in junk bonds issued by Tom's Foods
Inc.  The board had made several previous attempts to cause the
plan to invest in securities of Tom's Foods, which were rebuffed
by the plan's investment committee.  Following a change in the
composition of the committee, the plan purchased the bonds in June
and October of 2003.

The complaint alleges further that the fiduciaries knew or should
have known in 2003 that the company was insolvent and very likely
to default on the bonds when they were to come due on November 1,
2004.  Tom's Foods defaulted on the bonds on that date, entered
chapter 11 bankruptcy on April 6, 2005, and sold all of its
operating assets on October 21, 2005 to an affiliate of Lance Inc.
From the bankrupt estate, bondholders -- including the pension
plan -- recovered roughly 22 cents on the dollar.  The pension
plan's share of the total distribution was $873,653.

The PBGC seeks a judgment against the fiduciaries to pay the plan
for losses resulting from investment of its assets in violation of
federal pension law, plus income the plan would have realized if
those assets had been prudently invested, and to pay the PBGC for
costs of litigation.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.


TOWN CENTER PLAZA: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Town Center Plaza, L.L.C.
        1343 E. Kingsley, Ste. G
        Springfield, MO 65804

Bankruptcy Case No.: 09-61290

Chapter 11 Petition Date: June 11, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Debtor's Counsel: Bruce E. Strauss, Esq.
                  Merrick, Baker & Strauss, P.C.
                  1044 Main St, 4th Flr.
                  Kansas City, MO 64105
                  Tel: (816) 221-8855
                  Fax: (816) 221-7886
                  Email: bestrauss@mbslaw.psemail.com

Total Assets: $6,750,000

Total Debts: $5,131,012

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

          http://bankrupt.com/misc/mowb09-61290.pdf

The petition was signed by William R. Jester.


TRANSMERIDIAN EXPLORATION: Wants June 24 Hearing to Consider Sale
-----------------------------------------------------------------
Transmeridian Exploration Inc. has requested the U.S. Bankruptcy
Court for the Southern District of Texas to schedule a June 24
hearing to consider approval of a disclosure statement explaining
the reorganization plan in which the principal asset will be sold
for $35 million in two-year notes, Bloomberg's Bill Rochelle
reports.

Unless a higher bid appears at auction for the interest in the
field in Kazakhstan, the buyer is to be a Kazakhstan company
affiliated with an individual named Erlan Sagadiev, who was
retained to provide consulting and management services for the
operations in Kazakhstan, according to the report.

The company originally intended to sell the operations in
Kazakhstan before confirmation of a reorganization plan but the
Bankruptcy Court ruled that the sale could only occur as part of a
plan.

To meet the Court's requirements, the Company filed a plan
and explanatory disclosure statement at the end of May.  In
exchange for their $300 million in secured claims, the
noteholders are to receive the $35 million in notes from the
sale, less the $700,000 in financing that Mr. Sagadiev provided
for the reorganization effort.

The noteholders also will receive 80% of cash left in the company
after the sale.  Unsecured creditors, whose claims may total as
much as $12.7 million, are to have the other 20% of available
cash.

As reported in the Troubled Company Reporter on June 3, 2009, the
Debtors submitted to the Court a consolidated plan of liquidation,
dated as of May 29, 2009, and a joint disclosure statement with
respect to said plan.

A full-text copy of the disclosure statement explaining the
Debtors' consolidated plan of liquidation is available at:

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

Headquartered in Houston, Texas, Transmeridian Exploration
Incorporated is an independent energy company engaged in the
business of acquiring, developing and producing oil and natural
gas.  Its activities are primarily focused on the Caspian Sea
region of the former Soviet Union.  The License and oil and gas
production in Kazakhstan is handled through the Debtors' wholly
owned subsidiary, JSC Caspi Neft TME, a joint stock company
organized under the laws of Kazakhstan.  The Company and two
affiliates filed for Chapter 11 protection on March 30, 2009
(Bankr. S.D. Tex. Lead Case No. 09-31859).  Judge Marvin Isgur
presides over the case.  John Wesley Wauson, Esq., and Matthew
Brian Probus, Esq., at Wauson & Probus, serve as the Debtors'
bankruptcy counsel.  As of September 30, 2008, the Debtor has
total assets of $377,902,000 and total debts of $451,678,000.


TRIBUNE CO: Bank Debt Trades at 65% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 34.44 cents-on-the-
dollar during the week ended June 12, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.94 percentage points
from the previous week, the Journal relates.   The loan matures
May 17, 2014.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating on
the bank debt.  S&P has assigned a default rating.

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)


TROPICANA ENTERTAINMENT: Court OKs Casino & Resort Sale to Lenders
------------------------------------------------------------------
Retired Justice Gary S. Stein, the state-appointed trustee and
conservator of the Tropicana Atlantic City Casino and Resort, said
that the United States Bankruptcy Court in Camden, N.J. has
approved the sale of the casino and resort to the Tropicana's pre-
petition lenders in exchange for the cancellation of $200 million
of their secured claims.

The Secured Parties have made a filing with the New Jersey Casino
Control Commission that is one of several filings the Secured
Parties need to make in order to obtain the different Commission
approvals that will allow the Secured Parties to complete the
transaction.  Among the issues this filing requests is a decision
from the Commission as to whether the Secured Parties can own the
Tropicana as part of the larger Tropicana Entertainment, Inc.
ownership structure, which they will own as a result of the
conversion of part of their pre-petition debt into equity in
Tropicana Entertainment LLC upon its emergence from separate
Chapter 11 proceedings, or whether the Tropicana will be owned by
the Secured Parties in a stand-alone ownership structure.

It is expected that the regulatory filings and subsequent rulings
will take five or six months to complete.  Closing of the sale of
the Tropicana will occur after interim casino authorization is
granted by the Commission.  The transaction is expected to close
before year-end.

Justice Stein said, "The court's approval for the sale of the
Tropicana to its Secured Parties is a major step toward the
successful completion of this transaction. The court's decision
has added a level of certainty to the Tropicana's future and we
are grateful for that."

Mark Giannantonio, President and Chief Operating Officer of the
Tropicana, said, "All of us at the Tropicana look forward to
working with our new owners and we are optimistic that the Casino
Control Commission will approve their filings as soon as possible.
While we await transition to new ownership we fully expect to
continue to operate in a smooth and uninterrupted manner and
Tropicana customers will continue to receive the highest-quality
hotel, entertainment and casino experience."

On April 29, Tropicana announced that it had filed motions seeking
bankruptcy court authorization to conduct a sale of the casino and
resort under a "stalking horse" asset purchase agreement that
provided for the Secured Parties, through a newly formed entity,
to purchase the Tropicana in exchange for the cancellation of $200
million of their secured claims.  The sale was being conducted
pursuant to Section 363 of the United States Bankruptcy Code with
the objective of selling the Tropicana's assets free and clear of
any liens and claims other than certain assumed liabilities.

Ordinarily, under the Section 363 sale process, the sale of the
Tropicana would have been subject to an auction.  Because no
additional qualified bids were received, however, Tropicana did
not conduct an auction.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to $1
billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


UNIVISION COMMUNICATIONS: Tender Offer Won't Move Moody's Rating
----------------------------------------------------------------
Moody's Investors Service said that Univision Communications
Inc.'s ratings (including the B3 Corporate Family Rating) and SGL-
3 speculative-grade liquidity rating are not affected by the
company's announced tender offer to repurchase all of its 7.85%
$500 million senior secured notes due 7/15/2011 and its proposed
credit facility amendments, although Moody's believes the actions
improve Univision's liquidity position.  The tender offer is
contingent upon the sale of new senior secured notes to fund the
repurchase.  Moody's expects to assign a rating to the proposed
notes in the near future.  For additional information, please see
www.moodys.com.

The last rating action was on December 10, 2008 when Moody's
downgraded Univision's CFR and Probability of Default Rating to B3
from B2, the senior secured debt to B2 from B1, and the senior
unsecured notes to Caa2 from Caa1, with a negative rating outlook.

Univision, headquartered in New York, is the leading Spanish-
language media company in the United States.  Annual revenue is
approximately $2 billion.


US FOODSERVICE: Bank Debt Trades at 28% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which US Foodservice is
a borrower traded in the secondary market at 71.46 cents-on-the-
dollar during the week ended June 12, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 2.96 percentage points
from the previous week, the Journal relates.   The loan matures
July 3, 2014.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B2
rating.  S&P does not rate the bank loan.

US Foodservice, headquartered in Rosemont, Illinois, is the United
States' second largest distributor of food and related products to
more than 250,000 customers, including restaurants, healthcare
facilities, hotels, schools and governmental facilities.  The
Company employs more than 26,000 associates and operates more than
60 distribution centers, offering more than 300,000 fresh, frozen,
dry and nonfood products from every major national brand and a
robust offering of its own exclusive brands.


US MORTGAGE: Former President Pleads Guilty to $139MM Fraud Scheme
------------------------------------------------------------------
Michael J. McGrath, Jr., 46, the former president and director of
U.S. Mortgage, pleaded guilty Thursday to mail and wire fraud and
money laundering charges in connection with a $139 million fraud
scheme that bankrupted Pine Brook-based U.S. Mortgage Corp. and
its subsidiary, CU National Mortgage, LLC, Acting U.S. Attorney
Ralph J. Marra, Jr. announced.

Mr. McGrath pleaded guilty before U.S. District Judge Katharine S.
Hayden to one count of mail and wire fraud conspiracy, which
carries a statutory maximum prison sentence of 20 years, and one
count of money laundering conspiracy, which carries a statutory
maximum prison sentence of 10 years.

Under his plea agreement, Mr. McGrath faces an actual sentencing
range of between 150 and 240 months in federal prison.  He also
will have to pay restitution to the victims and has agreed to
forfeit to the United States the contents of several bank and
brokerage accounts and his interest in a Hoboken property.  The
plea agreement does not bind Judge Hayden, who must consult the
advisory sentencing guidelines, but has discretion in imposing a
sentence within, above or below the determined guidelines range.

Judge Hayden scheduled sentencing for Oct. 1.  Judge Hayden
allowed Mr. McGrath to be released on a $1 million secured bond
and ordered home confinement with electronic monitoring until
sentencing.

Mr. McGrath admitted that during January 2004 through Jan. 28,
2009, he conspired with several others to fraudulently sell loans
belonging to various credit unions and use the proceeds to fund
U.S. Mortgage's operations and his personal investments and
investments he made on U.S. Mortgage's behalf.  Mr. McGrath
further admitted that the scheme started with the diversion of
funds that should have been paid to various credit unions for
mortgage loans they had made and authorized CU National to sell to
Fannie Mae.  Mr. McGrath explained that he began withholding these
funds to help U.S. Mortgage address cash flow problems caused by
losing investments in mortgage-backed securities he had made on
the company's behalf.

Mr. McGrath further admitted that when U.S. Mortgage's financial
condition continued deteriorating, he sold hundreds of mortgage
loans to Fannie Mae without the knowledge and consent of the
credit unions that owned the loans.

"This was truly a massive fraud, a giant shell game by McGrath,"
said Mr. Marra.  "Mr. McGrath deftly and fraudulently moved these
mortgage assets around and sold them while the institutional
owners had no idea they no longer held the assets.  The goal was
to prop up his own company, which instead sunk deeper into trouble
as his scheme grew larger and ultimately collapsed."

To accomplish the fraudulent loan sales, he executed documents
assigning the loans from the credit unions to U.S. Mortgage in
which he pretended to be an officer of the credit unions in
question.  He also caused subordinates at U.S. Mortgage to execute
documents purporting to assign the loans from U.S. Mortgage to
Fannie Mae.  And he sold some of these loans a second time, to an
institution based in New Jersey.  All told, the scheme netted
approximately $139 million.

In addition, Mr. McGrath admitted that he took numerous steps to
conceal the scheme.  Those steps included: directing U.S.
Mortgage's servicing manager to generate reports for the credit
unions falsely stating that loans that had been sold to Fannie Mae
were still in their portfolios; directing the servicing manager to
modify data in U.S. Mortgage's servicing system; directing U.S.
Mortgage's chief financial officer to pay off or make monthly
payments to the credit unions for the fraudulently-sold loans; and
causing the chief financial officer and another subordinate to
falsify documents.

Mr. McGrath further admitted that he transferred some of the
proceeds of the scheme to bank and brokerage accounts controlled
by or benefitting him.  Mr. McGrath stated that he used the
transferred proceeds to invest in, among other things: 1 million
shares of Fannie Mae common stock; millions of shares of common
and preferred stock of a New Orleans-based company; and a Hoboken
property.  Mr. McGrath conceded that approximately $13 million in
funds that the government has frozen or seized to date were
involved in, derived from or traceable to his offenses.

Mr. McGrath's guilty plea is the latest step in an investigation
by the U.S. Postal Inspection Service, the IRS Criminal
Investigations, the FBI and the U.S. Department of Housing and
Urban Development Office of Inspector General (HUD-OIG) that
became public on Jan. 27, 2009, when dozens of law enforcement
agents executed a search warrant at U.S. Mortgage's and CU
National's Pine Brook headquarters. Shortly afer the search, Mr.
McGrath indicated that he would take responsibility for the
scheme.  In the following weeks, U.S. Mortgage and CU National
commenced bankruptcy proceedings.

Mr. Marra credited Postal Inspectors of the U.S. Postal Inspection
Service, under the direction of Postal Inspector in Charge David
L. Collins; Special Agents of the IRS Criminal Investigation
Division, under the direction of Special Agent in Charge William
P. Offord; Special Agents of the FBI, under the direction of
Special Agent in Charge Weysan Dun; and Special Agents of the HUD-
OIGl, under the direction of Special Agent in Charge Rene Febles,
for their vigorous investigation leading to this guilty plea. Mr.
Marra also thanked the United States Postal Service Office of
Inspector General for assisting the investigation.

The government is represented by Assistant U.S. Attorney Mark E.
Coyne of the U.S. Attorney's Commercial Crimes Unit.

Based in Pine Brook, New Jersey, U.S. Mortgage Corp. --
http://2usmortgage.com/-- provides mortgage-related services.
The Debtor filed for bankruptcy February 23, 2009 (Bankr. D. N.J.
Case No. 09-14301).  Bruce D. Buechler, Esq., and Kenneth Rosen,
Esq., at Lowenstein Sandler PC, serve as bankruptcy counsel.  The
Debtor listed $10 million to $50 million in estimated assets and
$100 million to $500 million in estimated debts.


VICTORIA CANEN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Victoria L. Canen
        5207 E. Anderson Drive
        Scottsdale, AZ 85254

Bankruptcy Case No.: 09-13010

Chapter 11 Petition Date: June 11, 2009

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

Debtor's Counsel: Bill King, Esq.
                  7150 E Camelback Rd #444
                  Scottsdale, AZ 85251
                  Tel: (480) 949-7121
                  Fax: (480) 890 0820

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

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

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

          http://bankrupt.com/misc/azb09-13010.pdf

The petition was signed by Ms. Canen.


VISTEON CORP: Bank Debt Trades at 61% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Visteon Corp. is a
borrower traded in the secondary market at 38.69 cents-on-the-
dollar during the week ended June 12, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 2.90 percentage points
from the previous week, the Journal relates.  The loan matures on
May 30, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating on
the bank debt.  S&P has assigned a default rating.

Meanwhile, participations in a syndicated loan under which Dana
Corp. is a borrower traded in the secondary market at 55.20 cents-
on-the-dollar during the week ended June 12, 2009, an increase of
4.70 percentage points from the previous week.  The loan matures
January 31, 2015.  The Company pays 375 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Caa1
rating and S&P's B rating.

Participations in a syndicated loan under which Lear Corporation
is a borrower traded in the secondary market at 72.00 cents-on-
the-dollar during the week ended June 12, 2009, an increase of
6.82 percentage points from the previous week.  The loan matures
March 29, 2012.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by both
Moody's and S&P.

Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 80.06
cents-on-the-dollar during the week ended June 12, 2009, an
increase of 2.10 percentage points from the previous week.  The
loan matures April 1, 2012.  The Company pays 125 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and S&P's CCC+ rating.

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

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

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


VISTEON CORP: Tex Instruments Says It Has No Contract With Debtor
-----------------------------------------------------------------
Texas Instruments Inc. filed a limited objection with the U.S.
Bankruptcy Court for the District of Delaware to Visteon Corp.'s
motion to pay prepetition claims of critical suppliers, saying
that it provides computer chips on a consignment basis which the
Debtors may purchase and that it is not a party to a contract with
the Debtors.

As it has no contract with the Debtors, TI says it should not be
designated as a Contract Counterparty of the Debtors and cannot
be compelled by the Court to provide products to Visteon if the
motion is approved.

TI relates that it is confused by a statement made by a
representative of the Debtors that TI could not alter its business
terms with the Debtors since this would be a violation of the law
and prohibited by the Bankruptcy Code.

TI says it has not been notified of its status as a critical
supplier or whether the Debtors believe that they have a contract
with TI.

As reported in the Troubled Company Reporter on June 4, 2009, the
Debtors identified three separate categories of critical suppliers
who are crucial to their business and who have prepetition claims:

  1. Critical Free Agents.  Suppliers without contracts, who
     likely would not continue their business with the Debtors
     postpetition or who would attempt to extract onerous terms
     absent payment of their prepetition claims.

  2. Distressed Suppliers.  Suppliers whose financial condition
     is so distressed that payments are necessary to avoid
     severe disruption of the Debtors' supply chain.

  3. Contract Counterparties.  Suppliers who, although covered
     by an executory contract, have refused to ship their parts
     or materials postpetition if their prepetition balances are
     not paid.

The Court has approved the payment of $15,000,000 to critical
suppliers' prepetition claims, on an interim basis.  The final
hearing on the Debtors' motion for payment of up to $33,900,000 in
critical suppliers' prepetition claims is set for June 19.

                       About Visteon Corp.

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

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

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


WR GRACE: Court Resets Phase I Pretrial Conference to June 18
-------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware rescheduled the pretrial conference
concerning Phase I confirmation issues to June 18, 2009, at 1:00
p.m., Eastern Time.  The pretrial conference will be held in
Courtroom A, 54th Floor, US Steel Tower, 600 Grant Street, in
Pittsburgh, Pennsylvania.

The Phase I pretrial conference was previously scheduled for
June 1 but Judge Fitzgerald cancelled the June 1 hearing.  All
matters for hearing on June 1, excluding the Phase I pretrial
conference, will be heard on June 29.

Judge Fitzgerald also denied, without prejudice, the Libby
Claimants' motion to amend the case management order and the
Libby Claimants' request to postpone Phase II of the confirmation
hearing.

                    Creditors' Committee &
              Bank Lenders Seek to Amend CMO

In separate motions, the Official Committee of Unsecured
Creditors and the group of bank lenders, led by their agent
JPMorgan Chase Bank, ask the Court to further amend the third
amended Plan-related case management order to defer adjudication
of impairment objections in certain claims against the Debtors.

The Creditors' Committee and the Lenders also seek to amend the
CMO in light of the appeals they raised to the U.S. District
Court for the District of Delaware from Judge Fitzgerald's order
holding that the Bank Lenders are not entitled to postpetition
interest at the default rate on the loans the Bank Lenders
provided the Debtors before the Petition Date.

On behalf of the Creditors' Committee, Michael R. Lastowski,
Esq., at Duane Morris LLP, in Wilmington, Delaware, complains
that the existing schedule established by the CMO would preclude
the impairment issue during Phase I as a result of other pending
Plan objections.  He notes that pursuant to the CMO, objections
about the propriety of classifying claims as Class 9 will not be
heard until Phase II confirmation hearings.  Since each claim
classified in Class 9 must be unimpaired for the entire class to
be found to be unimpaired, classification objections must first
be addressed before the impairment issues, he asserts.
Accordingly, the Court will first need to determine which claims
are properly in Class 9 before determining whether Class 9 is
impaired, he asserts.

According to the Bank Lenders' counsel, Richard Cobb, Esq., at
Landis Rath & Cobb LLP, in Wilmington, Delaware, any decision
rendered by the Bankruptcy Court on the impairment confirmation
issues or any other issue on appeal before it is revested with
authority to consider those issues, would be void ab initio and
thus a waste of judicial and estate resources particularly if the
Interest Payment Order is reversed on appeal.  The CMO,
accordingly, should be amended to defer consideration of
impairment confirmation issues until the issues on appeal are
resolved, he asserts.

The Court, at the behest of the Bank Lenders, shortened the
notice period on the motion so that the motion will be heard
during the Phase I pre-trial hearing on June 18, 2009.
Objections must be filed on or before June 11.  The Creditors'
Committee also asked the Court to expedite the hearing on its
motion during the Phase I pre-trial hearing.

The Bank Lender Group submitted to the Court exhibits related to
Phase I of the Plan confirmation hearing in the Debtors' cases,
as precaution in the event an order is entered later determining
that the Bankruptcy Court has jurisdiction to consider at this
time the issues that have been appealed.

                     Plan Proponents Talk Back

In a brief filed with the Court, the Plan Proponents contend that
the Bank Lenders are not impaired by the Plan's failure to pay
default interest on their claims.  The Plan Proponents emphasized
that in the absence of a stay pending the appeal, the Bankruptcy
Court can enforce the claims objection opinion and apply the
findings to matters before it in the confirmation proceedings in
any event.

The Plan Proponents argue that the Court has jurisdiction to
adjudicate Class 9 impairment issues as part of Phase I of the
confirmation hearing.

"Although an appeal divests a court's control over those aspects
involved in the specific appeal, a bankruptcy court clearly does
not lose jurisdiction over every other aspect of the case," the
Plan Proponents assert.

The Creditors' Committee and the Bank Lenders should have sought
a stay pending appeal if they did not want the Court's ruling to
be enforced, the Plan Proponents assert.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on September 8 to 11 for objections related to
     claims from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Fails to Get Requisite 2/3 Votes From Unsec. Creditors
----------------------------------------------------------------
W.R. Grace & Co. failed to obtain acceptances from creditors
holding 2/3 of the dollar amount of claims voted in Class 9 for
its proposed Chapter 11 plan.

Kevin A. Martin, a senior manager of BMC Group, Inc., in El
Segundo, California, voting agent for W.R. Grace & Co., discloses
in a declaration with the U.S. Bankruptcy Court for the District
of Delaware that more than one-half in number of claimants holding
Class 9 General Unsecured Claims voted to accept the Plan but the
provisional vote did not obtain the requisite two-thirds dollar
amount for acceptance.  Class 9 is unimpaired but their
provisional vote was solicited pursuant to the Plan.

Mr. Martin also relates that holders of more than one-half in
number of holders of claims that are impaired under the Debtors'
Joint Plan of Reorganization and at least two-thirds in amount of
those impaired claims voted to accept the Plan.

Impaired classes who voted to accept or reject the Plan include
Class 6 Asbestos Personal Injury Claims, Class 7B US Zonolite
Attic Insulation Property Damage Claims, Class 8 Canadian ZAI PD
Claims, and Class 10 Equity Interest in the Parent.  Holders of
Class 7A Asbestos PD Claims are unimpaired but their votes were
solicited for purposes of Section 524(g) of the Bankruptcy Code.
Mr. Martin says the result constitutes at least 75% in number for
classes voting for purposes pursuant to Section 524(g).

Class 1 Priority Claims, Class 2 Secured Claims, Class 3 Employee
Benefit Claims, Class 4 Workers' Compensation Claims, Class 5
Intercompany Claims, and Class 11 Equity Interest in Debtors
other than the Parent are unimpaired under the Plan.  Holders of
the unimpaired classes of claims were deemed to have accepted the
Plan and were not entitled to vote, and their votes were not
solicited.

Mr. Martin disclosed the results of the tabulation of properly
executed and timely received ballots for these Classes:

----------------------------------------------------------------
|           |                          |                        |
|           |       Accepting          |     Rejecting          |
|   Class   |__________________________|________________________|
|           | No. of  |    Amount      | No. of  |   Amount     |
|           | Holders |     Held       | Holders |    Held      |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| Class 6   | 275,366 | $4,098,207,537 |  1,349  | $21,159,029  |
|  Claim    |         |                |         |              |
| Holders   |(99.51%) |   (99.49%)     | (0.49%) |   (0.51%)    |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| Class 7A  |   396   |       -        |    63   |      -       |
|  Claim    |         |                |         |              |
| Holders   |(86.27%) |       -        |(13.73%) |      -       |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| Class 7B  |  1,833  |     $1,820     |   240   |     $234     |
|  Claim    |         |                |         |              |
| Holders   |(88.42%) |    (88.61%)    |(11.58%) |   (11.39%)   |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| Class 8   |    1    |   $6,500,000   |    0    |      $0      |
|  Claim    |         |                |         |              |
| Holders   | (100%)  |     (100%)     |   (0%)  |     (0%)     |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| Class 9   |   608   |   $66,466,717  |   49    | $325,226,655 |
|  Claim    |         |                |         |              |
| Holders   |(92.54%) |    (16.97%)    | (7.46%) |   (83.09%)   |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| Class 10  | 33-mil. |        -       | 3.7-mil.|      -       |
|  Claim    |         |                |         |              |
| Holders   |(89.90%) |        -       |(10.10%) |      -       |
|___________|_________|________________|_________|______________|

A full-text copy of Mr. Martin's declaration is available for
free at http://bankrupt.com/misc/BMCMartinAffdvt.pdf

A summary of the Voting and Tabulation Results is available for
free at http://bankrupt.com/misc/grace_tabulation.pdf

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on September 8 to 11 for objections related to
     claims from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Insurers Insist Plan Is Unconfirmable
-----------------------------------------------
Ten insurers filed with the U.S. Bankruptcy Court for the District
of Delaware separate briefs relating to Phase I of the
confirmation hearing for the First Amended Plan of Reorganization
for W.R. Grace & Co. and its debtor-affiliates:

   * Arrowood Indemnity Company,

   * Continental Casualty Company, Transportation Insurance
     Company and their American insurance affiliates,

   * Fireman's Fund Insurance Company,

   * Allianz S.p.A., formerly Riunione Adriatica Di Sicurta, and
     Allianz SE, formerly Allianz Aktiengesellschaft,

   * Federal Insurance Company,

   * Zurich Insurance Company and Zurich International (Bermuda)
     Ltd.,

   * Government Employees Insurance Co., Republic Insurance
     Company, now known as Starr Indemnity & Liability Company,
     and Seaton Insurance Company;

   * General Insurance Company of America,

   * AXA Belgium, as successor to Royale Belge SA, and

   * The AIU Insurers consisting of American Home Assurance
     Company, AIU Insurance Company, Birmingham Fire Insurance
     Company, Granite State Insurance Company, Illinois National
     Insurance Company, Insurance Company of the State of
     Pennsylvania, Lexington Insurance Company and New Hampshire
     Insurance Company.

The Insurers generally complain that the Plan of Reorganization:

  (a) impairs their rights and interest and is not "insurance
      neutral;"

  (b) is unconfirmable to the extent it treats their claims
      differently than other similarly situated claims;

  (c) is unconfirmable to the extent that it purports to upgrade
      W.R. Grace & Co.'s bargained-for exchange in its 1995
      Settlement Agreement with the Insurers;

  (d) is unconfirmable to the extent that it purports to assign
      rights that Grace does not have;

  (e) is unconfirmable to the extent that it seeks to fund the
      trust by breaching the Settlement Agreement;

  (f) is unconfirmable to the extent that the broad exculpation
      sought in the Plan violates applicable law;

  (g) does not meet the confirmation requirements of Section
      1129(a) of the Bankruptcy Code;

  (h) is unconfirmable to the extent that it was not proposed in
      good faith, and is not fundamentally fair, as well as
      financially infeasible;

  (i) is unconfirmable to the extent that Class 9 general
      unsecured claims are incorrectly designated as unimpaired;
      and

  (j) is unconfirmable to the extent that it violates the
      absolute priority rule and the "fair and equitable"
      requirement of Section 1129(b).

Arrowood complains about "exceptionally broad exculpation and
release provisions" in the Plan, saying that the provisions
purport to bar Arrowood and other insurers from asserting their
claims against exculpated and released third-party non-Debtors.

Continental Casualty, Transportation Insurance, and their
American insurance affiliates complain that the Bankruptcy Code
contains no timing restriction on granting a Section 524(g)
channeling injunction to insurers.  Fireman's Fund, Allianz, and
Zurich join in Continental's arguments.

CNA Companies, AXA Belgium, and Fireman's Fund, filed exhibits to
their briefs, consisting of, among others, excerpts to the
depositions of the Debtors' representatives.  Maryland Casualty
Company also filed a statement, in lieu of a brief, to support
its Plan objection.

In their objection to the confirmation of the Plan, The St. Paul
Companies, Inc., and its affiliates, collectively known as
Travelers, contend that the Plan purports to treat Travelers'
claims as unimpaired.  Travelers seeks assurance that the Plan
will provide that, as an indirect PD Trust claimant, Travelers
will not suffer any loss on the proof of claim it filed against
the Debtors on account of the appeal bond it issued on the
Debtors' behalf, as well as on the proof of claim arising from
general contracts of indemnity the Debtors executed pertaining to
the appeal bond.  Travelers also seeks to be repaid for all
amounts paid to third parties in connection with the appeal bond
and the GCIs.

            Summary of Libby Claimants' Plan Objection

The Court authorized the Libby Claimants to file a brief
supporting its objection to the Debtors' First Amended Plan of
Reorganization that will exceed the page limit rule.  The Court,
however, directed the Libby Claimants to file a summary of the
objection in not more than five pages.  Moreover, the Court ruled
that any replies of the Libby Claimants must not exceed the
applicable page limit rule, and if not established by separate
order, not to exceed 20 pages.

Heading the Court's directive, the Libby Claimants submitted to
the Court a summary of their objections to the Plan outlining
that:

   (a) the Plan is not confirmable because the treatment of Libby
       Claimants violates the policy of equal distribution under
       the Bankruptcy Code;

   (b) the Plan impermissibly disenfranchises the Libby Claimants
       through impermissible classification and treatment of
       their claims;

   (c) the Plan is unconfirmable because it denies the Libby
       Claimants their rights to trial by jury;

   (d) the Plan is unconfirmable as a matter of law because it
       violates the Libby Claimants' statutory right to have
       their clams allowed in accordance with applicable non-
       bankruptcy law;

   (e) the Plan is unconfirmable because it provides for
       injunctions and exculpations that are impermissibly broad;

   (f) the Plan is unconfirmable because it improperly usurps the
       Court's function to modify or dissolve preliminary
       injunctions; and

   (g) the Plan violates Section 1129(a)(7) of the Bankruptcy
       Code because it provides less to the Libby Claimants than
       they would receive or retain in a Chapter 7 liquidation of
       the Debtors.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on September 8 to 11 for objections related to
     claims from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Says Remaining Objections Unfounded
---------------------------------------------
Notwithstanding the overwhelming acceptance of the First Amended
Joint Plan of Reorganization for W.R. Grace & Co. and its debtor-
affiliates from the constituencies who have a legitimate and
equitable right to be heard, the proponents to the Plan tell the
U.S. Bankruptcy Court for the District of Delaware that Plan
confirmation is being obstructed by certain constituencies who
ultimately either (1) have no economic interests in the allocation
of the Debtors' assets, or (2) are seeking to arrogate to
themselves more than their legal share.

The Plan Proponents are the Debtors, the Official Committee of
Asbestos Personal Injury Claimants, the Official Committee of
Equity Security Holders, and the Asbestos PI Future Claimants'
Representative.

In the brief the Plan Proponents filed for Phase I of the Plan
Confirmation Hearing, they argue that those objections do not
upset the fundamental integrity of the Plan, rather, the objectors
ultimately seek to force the Plan Proponents to amend the Plan in
favor of the objectors' self-interests over the interest of all of
the Debtors' other constituencies, based on various erroneous
technical and extremely tenuous arguments.

The Debtors' counsel, David M. Bernick, P.C., at Kirkland & Ellis
LLP, in New York, argues that all objections to the Plan are at
best unfounded, and that the Court should proceed to confirmation
of the Plan.  The Plan Proponents complain that:

   (1) Numerous insurers have decided to interpose objections to
       confirmation not only with respect to the issue of
       insurance neutrality, but also with respect to fundamental
       and ubiquitous provisions of the Joint Plan relating to
       (i) the way in which the Asbestos PI Trust will function
       post-confirmation, irrespective of the plain language of
       the Plan that fully preserves their rights in that
       respect; (ii) the injunctions contemplated by the Joint
       Plan; and (iii) the Joint Plan's release and exculpation
       provisions.  In mounting the attack, particularly as to
       the Plan's release and exculpation provisions, the
       objecting Insurers fail to demonstrate how they have any
       legal or economic interest that would be affected by these
       provisions so as to afford them standing.

   (2) The Lenders have utterly failed to address their purported
       rights in connection with the Debtors' motion to disallow
       the Lenders' claims for default interest, by either (i)
       demonstrating a legally cognizable default by the Debtors,
       or (ii) that the Debtors are solvent.  Indeed, the Lenders
       have also entirely failed to pursue their opportunity for
       discovery during the confirmation process established by
       the Court's Third Amended Plan-related Case Management
       Order.  Nevertheless, the Lenders are now attempting to
       derail the entire confirmation agenda on the premise that
       because, as a matter of law, which they concede, the Court
       must conclude from its order and opinion disallowing the
       default interest claim that the Lenders are not impaired
       for the purposes of confirmation, their appeal from the
       default interest order divests the Court's jurisdiction to
       rule on the impairment issue in the confirmation
       proceedings.

   (3) The Official Committee of Unsecured Creditors, rather than
       applauding the Plan because it contemplates that all of
       the allowed claims of their constituency will be paid in
       full in cash, have decided to bow to the wishes of an
       economically powerful group of creditors -- the Lenders --
       and support the untenable argument that confirmation
       cannot proceed because of the Lenders' appeal from the
       disallowance of the Lenders' claims for default interest.

   (4) The Libby Claimants, in an attempt to extract more money
       for themselves from the Asbestos PI Trust's pool of assets
       at the expense of other asbestos claimants and demand
       holders, continue to oppose confirmation on the ground
       that their claims are somehow discriminated against based
       on unsupported scientific theories and on incorrect and
       untenable theories of law.

   (5) Anderson Memorial Hospital continues to complain that it
       is being discriminated against, not because the Plan will
       fail to pay its ultimately allowed claim in full, but
       rather because the forum, which will preside over the
       allowance of that claim will be this Court.

"[T]he Insurers must demonstrate the 'irreducible constitutional
minimum' of injury, causation and redressability with respect to
each of the issues they seek to raise," Mr. Bernick argues.

With respect to the objections raised by the Creditors'
Committee, Morgan Stanley Senior Funding, Inc., Longacre Master
Fund, Ltd., and Longacre Capital Partners (QP), L.P., in regard
to Class 9 non-lender claims, the Plan Proponents maintain that
the Class 9 claimants are not impaired by the Plan.  "The Plan
equivocally provides for postpetition interest," Mr. Bernick
argues, in response to the Committee's complaint about the Plan
being ambiguous with respect to payment of postpetition interest
to non-lender claims.

As for Morgan Stanley's objection about different rates proposed
for different non-lender Class 9 claimants, the Plan Proponents
assert that the fact that different non-lender claimants may be
entitled to different rates of postpetition interest under
applicable non-bankruptcy law is not a basis to separately
classify the claims.  All of the non-lender claimants are being
paid in full the allowed amount of their claims, the Plan
Proponents explain.

Longacre does not want the amount provided for under the Plan
because it thinks it deserves more, but that Longacre may want
what the Plan provides if the Court rules that it actually is
entitled to less under the terms of the agreements between
Longacre and the Debtors, the Plan Proponents contend.  The class
is not impaired by failing to provide a windfall position for
claimants like Longacre who choose to reject the postpetition
interest rate as settlement under the Plan, and want to instead
submit a calculation of its interest claim to adjudication, the
Plan Proponents say.

A full-text copy of the Plan Proponents' Brief is available for
free at http://bankrupt.com/misc/22021_briefplanproponents.pdf

The Plan Proponents, prior to filing the brief, sought and
obtained the Court's approval to submit a brief that exceeds the
40-page limit.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on September 8 to 11 for objections related to
     claims from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* 22 Mintz Levin Attorneys Named Leaders in Their Fields for 2009
-----------------------------------------------------------------
The 2009 Chambers USA: America's Leading Lawyers for Business
guide said Friday it ranked 22 of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.'s attorneys as leaders in their fields,
including two at the national level, one as a Senior Statesman,
and one as a "Star Individual" in his field.  The 2009 directory
was compiled after conducting extensive in-depth interviews with
attorneys and clients, and consists of tiered attorney and
practice area rankings by location with corresponding client and
peer commentary.  The qualities on which rankings are assessed
include technical legal ability, professional conduct, client
service, commercial awareness/astuteness, diligence, commitment
and other qualities most valued by the client.

The Mintz Levin attorneys included in the 2009 listing are:

     * Life Sciences (National)
       Jeffrey Wiesen (Tier 1)
       Ivor Elrifi

     * Antitrust (California)
       Robert Taylor

     * Bankruptcy/Restructuring
       (Massachusetts) (Firm Tier 1)
       Daniel Bleck
       William Kannel
       Richard Mikels (Star Individual)
       Paul Ricotta
       Kevin Walsh

     * Corporate/M&A (Massachusetts)
       Jeffrey Wiesen (Tier 1)

     * Employee Benefits and Executive
       Compensation (Massachusetts)
       Alden Bianchi (Tier 1)

     * Environment (Massachusetts)
       Ralph Child (Tier 1)
       Jeffrey Porter (Tier 1)

     * Healthcare (District of Columbia)
       Hope Foster

     * Healthcare (Massachusetts)
       Thomas Crane
       Deborah Daccord
       Ellen Janos
       Stephen Weiner

     * Healthcare (New York)
       Andrew Roth

     * Labor and Employment
       (Massachusetts)
       Bret Cohen
       Robert Gault

     * Litigation (Massachusetts)
       R. Robert Popeo (Senior Statesman)

     * Real Estate (Massachusetts)
       Frederick Pittaro

     * Telecom, Broadcast & Satellite:
       Regulatory (District of Columbia)
       Howard Symons

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. --
http://www.mintz.com/-- is an AmLaw 100 law firm with offices in
the U.S. and the U.K.  Since 1933, the firm's lawyers have
represented entrepreneurs, emerging growth companies, Fortune 500
companies, government agencies, not-for-profit organizations and
leaders in primary industries that include Life
Sciences/Biotechnology; Technology & Communications; Energy &
Clean Technology; Financial Services & Insurance; Healthcare; Real
Estate, Hospitality & Construction; and Retail & Consumer
Products.


* Chadbourne Three International Partners in Moscow Office
----------------------------------------------------------
The international law firm of Chadbourne & Parke LLP said Dmitry
Gubarev, Olga Koniuhova and Julia Romanova have been named
international partners in connection with the firm's practice in
the Russian Federation.

"These moves, increasing our Moscow resident partners to five,
reflect the depth of Chadbourne's senior level capability in
Russia in the areas of corporate, project finance, litigation and
restructuring," said Chadbourne's Managing Partner Charles K.
O'Neill.  "Dmitry, Olga and Julia have in-depth understanding of
clients' needs throughout Russia and they have the skills and
insights needed to successfully navigate the challenges of today's
turbulent economy."

Chadbourne's Moscow office was established in 1990 and has been
recognized as one of the leading law offices in Russia, most
recently by Acquisition Finance Magazine and International Law
Office.  Despite the current economic environment, the Firm will
continue building upon 19 years of servicing Russian and
international clients from its offices in Moscow and, since 2005,
in St. Petersburg.

Details on the new partners in Chadbourne & Parke International,
LLP are:

   (A) Dmitry Gubarev, Corporate and Project Finance Practices

Mr. Gubarev specializes in issues relating to finance and banking
law and capital markets transactions, including structured
finance, project finance and derivatives. His work with Chadbourne
has included advising multilateral lenders, as well as Russian and
western banks and companies on various securitizations, syndicated
loans, project finance transactions, credit linked notes issues
and other financings in Russia and other CIS countries. Mr.
Gubarev received a law degree with honors from Lomonosov Moscow
State University, Faculty of Law in 1998 and a Doctor of Laws in
2002 from the Diplomatic Academy of the Ministry of Foreign
Affairs of the Russian Federation.

   (B) Olga Koniuhova, Corporate, Private Funds and Financial
       Restructuring Practices

Ms. Koniuhova specializes in cross-border transactions with an
emphasis on mergers and acquisitions, private equity, shareholder
and joint venture arrangements, corporate restructuring and
reorganization, preparation of companies for listing or the
raising of debt on Russian and international capital markets. She
has also provided legal counsel to a broad range of multinational
and other companies on matters such as corporate governance, local
regulatory regimes and labor issues. Previously a director (legal
practice) at PricewaterhouseCoopers in Moscow, Ms. Koniuhova holds
a law degree from Kyrgyz State University, and received a Ph.D
from Frunze Polytechnic Institute, where she majored in
Engineering & Geology.

   (C) Julia Romanova, Litigation, Arbitration and Bankruptcy
       Practices

Ms. Romanova focuses her practice on litigation, international and
domestic arbitration and bankruptcy/restructuring matters. She
advises clients with regard to all aspects of dispute resolution
involving Russian elements. Ms. Romanova has worked with
international multilateral lending institutions on recovery and
restructuring matters and rendered advice in connection with
numerous international arbitration proceedings for such
institutions and major Russian clients. She received a law degree,
with honors, in 1996 from Lomonosov Moscow State University,
Faculty of Law.

"We are delighted that Dmitry, Olga and Julia have become
international partners. They are each dynamic and excellent
professionals, well-known in their respective fields, who will add
to the depth and breadth of Chadbourne's experience in Russia,"
said Moscow Managing Partner Jennifer Handz.

"Dmitry has extensive experience advising multilateral lenders, as
well as Russian and western banks and companies on
securitizations, syndicated loans, project finance transactions,
credit linked notes issues and other financings in Russia and the
CIS," Ms. Handz noted. "Olga has the key corporate experience to
help Chadbourne and its clients in the market and Julia's focus on
restructuring, litigation, arbitration and bankruptcy is
particularly valuable in the current economic environment."

                   About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
energy, communications and technology, commercial and products
liability litigation, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, the Middle East and Latin America.  The Firm has offices in
New York, Washington, DC, Los Angeles, London (a multinational
partnership), Moscow, St. Petersburg, Warsaw (a Polish
partnership), Kyiv, Almaty, Dubai and Beijing.


* NADA Welcomes Congressional Oversight of Dealership Closures
--------------------------------------------------------------
Following his testimony before the U.S. House Energy and Commerce
Subcommittee on Oversight and Investigations, John McEleney,
Chairman of the National Automobile Dealers Association and a
multi-franchise dealer from Iowa, on Friday issued this statement:

"NADA welcomes the engagement of this subcommittee which has a
long history of aggressive congressional oversight.  Oversight is
exactly what is needed due to the lack of transparency and the
harsh treatment of dealers during the government-sponsored
restructuring of both Chrysler and General Motors.

"GM is closing 1,350 dealerships.  Chrysler, through the
bankruptcy courts, just shuttered 789 franchises.  Between them,
these closings put more than 100,000 jobs at risk, in communities
throughout the country.  With unemployment at its highest rate in
more than 25 years, eliminating jobs and closing community
businesses is not the way to help a struggling economy.

"Everyone agrees that both Chrysler and GM need to decrease costs
and increase revenue to survive, but eliminating dealerships does
neither.  Dealers cost an automaker almost nothing.  They are
independent entrepreneurs who risk millions of dollars to buy the
land, build the buildings and purchase the vehicles and parts from
the automaker.  Terminating dealerships only cuts into an
automakers' revenue, jeopardizes market share without making
either company any stronger.

"We learned recently that it was the federal government that
required these closures. Ron Bloom of the Automotive Task Force
acknowledged to the Senate this week that the Task Force required
both Chrysler and GM to be "more aggressive" regarding dealers.

"We do not see how cutting dealerships and jobs makes economic
sense -- not for Chrysler, not for General Motors, not for local
communities and certainly not for the struggling U.S. economy.

"I would also like to comment on the status of the GM agreements,
both the Participation Agreements for those dealers going forward
and the "Wind-Down" Agreements for closing franchises.  During the
Senate Commerce Committee hearing [held the first week of June],
NADA voiced serious concerns about the extremely one-sided
Participation Agreements delivered to the 4,000 dealers of the new
GM.  General Motors executives responded to these concerns
promptly and, after a very frank discussion, made significant
improvements to the Participation Agreement.  Additionally, the
company has committed to clarify some of the terms of the Wind-
Down Agreements for the terminated dealerships.  Furthermore, we
appreciate GM's willingness to continue to work with NADA on these
crucial matters.

"We remain concerned, however, because these government-negotiated
bankruptcies continue to threaten dealer rights under state motor
vehicle franchise laws.  These laws inject balance in the
inherently unbalanced economic relationship between a dealer and
the manufacturer.  To fix this problem, Congress should insist
that the franchise laws of the 50 states apply with full force and
effect by passing H.R. 2743, the Automobile Dealer Economic Rights
Restoration Act of 2009."

A full-text copy of Mr. McEleney's full oral testimony is
available at no charge at:

               http://researcharchives.com/t/s?3de3


* Perkins Coie Named Among Top Firms in Chambers USA
----------------------------------------------------
Perkins Coie has been ranked by Chambers & Partners, publishers of
Chambers USA: America's Leading Lawyers for Business, as a top law
firm in the United States.  Perkins Coie was recognized in the
annual directory as a leader, having obtained Band 1 placement in
14 practice areas with top rankings in eight key markets across
the country, including Alaska, Arizona, California, Colorado,
Idaho, Illinois, Oregon, and Washington.

The rankings are the results of extensive surveys and interviews
of in-house counsel and leading law firm partners.

Last year the firm was ranked in 41 areas with #1 placement in 15
of those practice areas, compared to this year's rankings in 29
areas with #1 placement in 14 areas.  In addition, last year, 78
attorneys were highly ranked with 24 attorneys being recognized as
leaders in their practice areas.  This year, 86 attorneys received
Chambers recognition, with 25 attorneys again earning the "Band
1", or top rank, within their practice areas.  In addition,
Oregon, Partner Roy Tucker was recognized as a "Star," which is
considered above a Band 1 ranking and five attorneys were ranked
as "Senior Statesman."

"It is an honor to be recognized for excellence in so many
practice areas," said Robert E. Giles, managing partner.  "Our
clients drive our success and we thank them for bringing us
challenging and interesting work.  This recognition is a
reflection of the great companies we counsel."

In Washington, where the firm is headquartered, Perkins Coie
received the #1 ranking for its Corporate/Commercial, Environment,
Intellectual Property, Litigation and Real Estate practices.  In
Alaska, the firm ranked #1 in its Environment & Natural Resources
and Labor & Employment practices.  In Oregon, it ranked #1 in its
Corporate/Mergers & Acquisitions, Litigation, and Environment
practices.  In Arizona, the firm ranked #1 in its Litigation:
White-Collar Crime & Government Investigations practice.  In
Idaho, the firm ranked #1 in its Labor & Employment practice.  The
firm also ranked #1 nationally for its Political Law, Retail and
Transportation/Aviation practices.  Additionally, the firm's
Leisure & Hospitality and Privacy & Data Security practices also
ranked nationally.

Chambers & Partners, based in London, publishes directories that
assess and rank the world's leading lawyers.  Chambers USA was
first introduced in 2003.

                       About Perkins Coie

With more than 700 lawyers in 15 offices across the United States
and in China, Perkins Coie serves great companies ranging in size
from start-ups to FORTUNE 100.


* BOND PRICING -- For the Week From June 8 to 12, 2009
------------------------------------------------------
Company                  Coupon    Maturity  Bid Price
-------                  ------    --------  ---------
ACCURIDE CORP             8.5 %    2/1/2015         35
ADVANTA CAP TR           8.99 %  12/17/2026       19.4
AHERN RENTALS            9.25 %   8/15/2013         40
ALERIS INTL INC             9 %  12/15/2014       1.77
ALERIS INTL INC            10 %  12/15/2016      1.408
AMBASSADORS INTL         3.75 %   4/15/2027      31.45
AMBASSADORS INTL         3.75 %   4/15/2027         30
AMER GENL FIN               3 %   7/15/2009         79
AMER GENL FIN            3.05 %   6/15/2010       60.5
AMER GENL FIN             3.3 %  11/15/2009      84.02
AMER GENL FIN             3.3 %   6/15/2010         67
AMER GENL FIN           3.875 %  11/15/2009       81.6
AMER GENL FIN            4.05 %   5/15/2010       71.5
AMER GENL FIN             4.1 %   5/15/2010     55.481
AMER GENL FIN             4.2 %  10/15/2010         45
AMER GENL FIN            4.25 %  10/15/2010      39.85
AMER GENL FIN             4.3 %   9/15/2009         80
AMER GENL FIN            4.35 %   3/15/2010         45
AMER GENL FIN             4.4 %   4/15/2012         38
AMER GENL FIN             4.5 %   3/15/2010         60
AMER GENL FIN             4.5 %   8/15/2010       66.9
AMER GENL FIN             4.5 %  11/15/2010      55.96
AMER GENL FIN            4.75 %  11/15/2012         30
AMER GENL FIN             4.8 %   9/15/2011      44.29
AMER GENL FIN           4.875 %   6/15/2010         72
AMER GENL FIN            4.95 %  11/15/2010         62
AMER GENL FIN               5 %   9/15/2009         91
AMER GENL FIN               5 %   6/15/2010       60.5
AMER GENL FIN               5 %  10/15/2010      62.36
AMER GENL FIN               5 %  11/15/2010     50.438
AMER GENL FIN               5 %  12/15/2010         63
AMER GENL FIN               5 %   1/15/2011     62.714
AMER GENL FIN               5 %   1/15/2011       62.5
AMER GENL FIN               5 %   3/15/2011         59
AMER GENL FIN               5 %   8/15/2013         29
AMER GENL FIN             5.1 %   9/15/2009         90
AMER GENL FIN             5.2 %   6/15/2010     70.146
AMER GENL FIN            5.25 %   6/15/2009         95
AMER GENL FIN            5.25 %   7/15/2010         55
AMER GENL FIN            5.25 %  12/15/2012         25
AMER GENL FIN            5.35 %   6/15/2010      48.63
AMER GENL FIN            5.35 %   7/15/2010         50
AMER GENL FIN             5.4 %   6/15/2011     53.793
AMER GENL FIN             5.5 %   4/15/2011      55.16
AMER GENL FIN             5.5 %   6/15/2012         31
AMER GENL FIN            5.75 %   6/15/2013      30.75
AMER GENL FIN            5.75 %   9/15/2014         27
AMER GENL FIN            5.85 %   9/15/2012         40
AMER GENL FIN             6.5 %   6/15/2015         15
AMER GENL FIN            7.75 %   9/15/2010     47.885
AMER GENL FIN            7.85 %   8/15/2010         50
AMER GENL FIN               8 %   8/15/2010         72
AMER GENL FIN            8.15 %   8/15/2011      52.78
AMER MEDIA OPER         8.875 %   1/15/2011         41
AMR CORP                  9.2 %   1/30/2012         48
AMR CORP                 10.4 %   3/15/2011         46
ANTHRACITE CAP          11.75 %    9/1/2027       20.5
ANTIGENICS               5.25 %    2/1/2025       25.5
APPLETON PAPERS          9.75 %   6/15/2014       35.5
ARCO CHEMICAL CO        10.25 %   11/1/2010         35
ARVINMERITOR             8.75 %    3/1/2012         71
AVENTINE RENEW             10 %    4/1/2017         22
BALLY TOTAL FITN           14 %   10/1/2013          1
BANK NEW ENGLAND         8.75 %    4/1/1999      10.75
BANK NEW ENGLAND        9.875 %   9/15/1999      10.75
BANKUNITED FINL         3.125 %    3/1/2034      6.375
BARRINGTON BROAD         10.5 %   8/15/2014         20
BELL MICROPRODUC         3.75 %    3/5/2024         23
BORDEN INC              8.375 %   4/15/2016      28.11
BORDEN INC                9.2 %   3/15/2021       22.3
BOWATER INC               6.5 %   6/15/2013      19.75
BOWATER INC             9.375 %  12/15/2021       19.5
BOWATER INC               9.5 %  10/15/2012       19.5
BRODER BROS CO          11.25 %  10/15/2010     30.125
BROOKSTONE CO              12 %  10/15/2012         47
C&D TECHNOLOGIES          5.5 %  11/15/2026     44.655
CALLON PETROLEUM         9.75 %   12/8/2010         46
CAPMARK FINL GRP        7.875 %   5/10/2012      26.75
CARAUSTAR INDS           7.25 %    5/1/2010     56.875
CCH I LLC                9.92 %    4/1/2014       1.25
CCH I LLC                  10 %   5/15/2014       0.75
CCH I LLC               11.75 %   5/15/2014       0.75
CCH I LLC              12.125 %   1/15/2015      1.063
CCH I LLC                13.5 %   1/15/2014       1.25
CCH I/CCH I CP             11 %   10/1/2015         12
CCH I/CCH I CP             11 %   10/1/2015      12.25
CHAMPION ENTERPR         2.75 %   11/1/2037         12
CHARTER COMM HLD         9.92 %    4/1/2011       0.56
CHARTER COMM HLD           10 %   5/15/2011          1
CHARTER COMM HLD        11.75 %   5/15/2011        1.5
CHARTER COMM HLD       12.125 %   1/15/2012        1.5
CHARTER COMM INC          6.5 %   10/1/2027     22.125
CIT GROUP INC            4.05 %   2/15/2010      81.55
CIT GROUP INC             4.5 %   7/15/2009         91
CIT GROUP INC            4.85 %  12/15/2011         40
CIT GROUP INC           4.875 %   6/15/2013         34
CIT GROUP INC            5.25 %   6/15/2009         99
CIT GROUP INC               6 %   7/15/2009     96.476
CIT GROUP INC           6.125 %   6/15/2009      97.45
CIT GROUP INC            6.25 %   2/15/2010      88.51
CLEAR CHANNEL             4.4 %   5/15/2011         46
CLEAR CHANNEL             4.5 %   1/15/2010         76
CLEAR CHANNEL               5 %   3/15/2012     37.375
CLEAR CHANNEL             5.5 %   9/15/2014         26
CLEAR CHANNEL            5.75 %   1/15/2013       29.5
CLEAR CHANNEL            6.25 %   3/15/2011     52.375
CLEAR CHANNEL            7.65 %   9/15/2010         65
COMPREHENS CARE           7.5 %   4/15/2010     75.125
COMPUCREDIT             3.625 %   5/30/2025       35.5
CONEXANT SYSTEMS            4 %    3/1/2026      47.05
CONSTAR INTL               11 %   12/1/2012          8
COOPER-STANDARD             7 %  12/15/2012         22
COOPER-STANDARD         8.375 %  12/15/2014         12
CREDENCE SYSTEM           3.5 %   5/15/2010         34
DAYTON SUPERIOR            10 %   9/30/2029         17
DECODE GENETICS           3.5 %   4/15/2011       5.25
DECODE GENETICS           3.5 %   4/15/2011          5
DELPHI CORP               6.5 %   8/15/2013      1.875
DELPHI CORP              8.25 %  10/15/2033          1
DEX MEDIA INC               8 %  11/15/2013       12.5
DEX MEDIA INC               9 %  11/15/2013      16.75
DEX MEDIA INC               9 %  11/15/2013       11.5
DEX MEDIA WEST          9.875 %   8/15/2013         15
DOWNEY FINANCIAL          6.5 %    7/1/2014        5.1
EDDIE BAUER HLDG         5.25 %    4/1/2014       19.5
ENCOMPASS SERVIC         10.5 %    5/1/2009          5
ENERGY PARTNERS          8.75 %    8/1/2010         35
EPIX MEDICAL INC            3 %   6/15/2024     19.125
FAIRPOINT COMMUN       13.125 %    4/1/2018       36.5
FIBERTOWER CORP             9 %  11/15/2012     43.125
FINISAR CORP              2.5 %  10/15/2010         73
FINLAY FINE JWLY        8.375 %    6/1/2012          7
FIRST DATA CORP         5.625 %   11/1/2011       41.5
FIRST IND LP             5.25 %   6/15/2009       99.5
FLEETWOOD ENTERP           14 %  12/15/2011         29
FLOTEK INDS              5.25 %   2/15/2028       27.1
FORD MOTOR CRED             5 %   7/20/2009      99.63
FORD MOTOR CRED             5 %   8/20/2009         94
FORD MOTOR CRED           5.1 %   7/20/2009         96
FORD MOTOR CRED          5.15 %  11/20/2009     86.495
FORD MOTOR CRED           5.2 %   7/20/2009         96
FORD MOTOR CRED           5.4 %   6/22/2009      98.25
FORD MOTOR CRED           5.5 %   6/22/2009         95
FRANKLIN BANK               4 %    5/1/2027       0.01
FRONTIER AIRLINE            5 %  12/15/2025          8
GENCORP INC                 4 %   1/16/2024         80
GENERAL MOTORS          7.125 %   7/15/2013      12.25
GENERAL MOTORS            7.4 %    9/1/2025      11.85
GENERAL MOTORS            7.7 %   4/15/2016         12
GENERAL MOTORS            8.1 %   6/15/2024         12
GENERAL MOTORS           8.25 %   7/15/2023         12
GENERAL MOTORS          8.375 %   7/15/2033         14
GENERAL MOTORS            8.8 %    3/1/2021         13
GENERAL MOTORS            9.4 %   7/15/2021         12
GENERAL MOTORS           9.45 %   11/1/2011      10.25
GENWORTH GLOBAL           6.1 %   4/15/2033      15.25
GEORGIA GULF CRP        7.125 %  12/15/2013         26
GGP LP                   3.98 %   4/15/2027     41.125
GMAC LLC                    5 %   8/15/2009     94.665
GMAC LLC                 5.35 %   6/15/2009         99
GMAC LLC                  5.4 %   6/15/2009     99.505
GMAC LLC                  5.5 %   6/15/2009      99.25
GMAC LLC                 6.25 %   6/15/2009         98
GMAC LLC                 6.25 %   6/15/2009         99
GMAC LLC                 6.25 %   7/15/2013         31
GMAC LLC                  6.3 %   6/15/2009       98.1
GMAC LLC                  6.3 %   7/15/2009       84.5
GMAC LLC                  6.5 %   6/15/2009       99.5
GMAC LLC                  6.5 %  10/15/2009         99
GMAC LLC                  6.6 %   7/15/2009       97.5
GMAC LLC                 6.65 %   7/15/2009      92.76
GMAC LLC                  6.7 %   6/15/2009     99.088
GMAC LLC                  6.8 %   7/15/2009         97
GMAC LLC                  6.8 %  12/15/2009         86
GMAC LLC                 6.85 %   7/15/2009       97.5
GREAT LAKES CHEM            7 %   7/15/2009      57.25
HAIGHTS CROSS OP        11.75 %   8/15/2011      41.75
HANNA (MA) CO            6.52 %   2/23/2010     70.063
HARRY & DAVID OP            9 %    3/1/2013         34
HAWAIIAN TELCOM          9.75 %    5/1/2013          3
HEADWATERS INC          2.875 %    6/1/2016         51
HERTZ CORP                  9 %   11/1/2009     89.125
HINES NURSERIES         10.25 %   10/1/2011         14
IDEARC INC                  8 %  11/15/2016        3.2
INN OF THE MOUNT           12 %  11/15/2010       23.3
INTCOMEX INC            11.75 %   1/15/2011         38
INTERDENT SVC           10.75 %  12/15/2011       52.4
INTL LEASE FIN           3.25 %   2/15/2010         65
INTL LEASE FIN           4.85 %   8/15/2009     94.005
INTL LEASE FIN           4.85 %   9/15/2010         67
INTL LEASE FIN              5 %   6/15/2012      43.25
INTL LEASE FIN           7.25 %   2/15/2010         78
ISTAR FINANCIAL           5.5 %   6/15/2012         52
ISTAR FINANCIAL           5.8 %   3/15/2011      65.75
ITRI-CALL07/09           7.75 %   5/15/2012         95
JAZZ TECHNOLOGIE            8 %  12/31/2011         31
JEFFERSON SMURFI          7.5 %    6/1/2013         36
JEFFERSON SMURFI         8.25 %   10/1/2012       36.5
JOHN HANCOCK LIF         4.15 %   6/15/2009         99
K HOVNANIAN ENTR        8.875 %    4/1/2012       59.5
KAISER ALUM&CHEM        12.75 %    2/1/2003          4
KELLWOOD CO             7.625 %  10/15/2017         20
KELLWOOD CO             7.875 %   7/15/2009       93.5
KEMET CORP               2.25 %  11/15/2026      40.25
KEMET CORP               2.25 %  11/15/2026     39.875
KEYSTONE AUTO OP         9.75 %   11/1/2013       31.5
KNIGHT RIDDER           4.625 %   11/1/2014      24.25
KNIGHT RIDDER           7.125 %    6/1/2011       37.1
KNIGHT RIDDER            7.15 %   11/1/2027      10.02
LEAR CORP                5.75 %    8/1/2014         32
LEAR CORP                 8.5 %   12/1/2013       29.5
LEHMAN BROS HLDG          1.5 %   3/23/2012       12.5
LEHMAN BROS HLDG            2 %  10/31/2012      11.46
LEHMAN BROS HLDG         4.25 %   1/27/2010       15.5
LEHMAN BROS HLDG        4.375 %  11/30/2010       14.3
LEHMAN BROS HLDG          4.5 %   7/26/2010         13
LEHMAN BROS HLDG          4.5 %    8/3/2011        8.5
LEHMAN BROS HLDG          4.8 %   2/27/2013          7
LEHMAN BROS HLDG          4.8 %   3/13/2014         14
LEHMAN BROS HLDG          4.8 %   6/24/2023       7.25
LEHMAN BROS HLDG            5 %   1/14/2011         13
LEHMAN BROS HLDG            5 %   2/11/2013      9.625
LEHMAN BROS HLDG            5 %   3/27/2013          7
LEHMAN BROS HLDG            5 %    8/3/2014       7.25
LEHMAN BROS HLDG            5 %  12/18/2015      9.625
LEHMAN BROS HLDG            5 %   5/28/2023       7.75
LEHMAN BROS HLDG            5 %   5/30/2023      9.625
LEHMAN BROS HLDG            5 %   6/10/2023      9.625
LEHMAN BROS HLDG            5 %   6/17/2023        8.5
LEHMAN BROS HLDG          5.1 %   1/28/2013        5.5
LEHMAN BROS HLDG         5.15 %    2/4/2015        9.5
LEHMAN BROS HLDG          5.2 %   5/13/2020       8.01
LEHMAN BROS HLDG         5.25 %    2/6/2012       14.1
LEHMAN BROS HLDG         5.25 %   1/30/2014       8.75
LEHMAN BROS HLDG         5.25 %   2/11/2015      9.552
LEHMAN BROS HLDG         5.25 %    3/5/2018      9.625
LEHMAN BROS HLDG         5.25 %    3/8/2020         10
LEHMAN BROS HLDG         5.25 %   5/20/2023       7.75
LEHMAN BROS HLDG         5.35 %   2/25/2018          9
LEHMAN BROS HLDG         5.35 %   3/13/2020        7.5
LEHMAN BROS HLDG         5.35 %   6/14/2030        7.7
LEHMAN BROS HLDG        5.375 %    5/6/2023       7.25
LEHMAN BROS HLDG          5.4 %    3/6/2020       8.17
LEHMAN BROS HLDG          5.4 %   3/20/2020       8.25
LEHMAN BROS HLDG          5.4 %   3/30/2029       7.25
LEHMAN BROS HLDG          5.4 %   6/21/2030       8.26
LEHMAN BROS HLDG         5.45 %   3/15/2025      5.875
LEHMAN BROS HLDG         5.45 %    4/6/2029          7
LEHMAN BROS HLDG         5.45 %   2/22/2030        7.5
LEHMAN BROS HLDG         5.45 %   7/19/2030       8.26
LEHMAN BROS HLDG         5.45 %   9/20/2030      9.625
LEHMAN BROS HLDG          5.5 %    4/4/2016       12.1
LEHMAN BROS HLDG          5.5 %    2/4/2018       9.25
LEHMAN BROS HLDG          5.5 %   2/19/2018        9.5
LEHMAN BROS HLDG          5.5 %   11/4/2018          9
LEHMAN BROS HLDG          5.5 %   2/27/2020       7.75
LEHMAN BROS HLDG          5.5 %   8/19/2020       7.25
LEHMAN BROS HLDG          5.5 %   3/14/2023        8.5
LEHMAN BROS HLDG          5.5 %    4/8/2023          7
LEHMAN BROS HLDG          5.5 %   4/15/2023        8.5
LEHMAN BROS HLDG          5.5 %   4/23/2023      9.625
LEHMAN BROS HLDG          5.5 %   10/7/2023      9.625
LEHMAN BROS HLDG          5.5 %   1/27/2029          9
LEHMAN BROS HLDG          5.5 %    2/3/2029          7
LEHMAN BROS HLDG         5.55 %   2/11/2018       3.95
LEHMAN BROS HLDG         5.55 %    3/9/2029       8.26
LEHMAN BROS HLDG         5.55 %   1/25/2030        8.5
LEHMAN BROS HLDG         5.55 %   9/27/2030      9.625
LEHMAN BROS HLDG         5.55 %  12/31/2034       8.01
LEHMAN BROS HLDG          5.6 %   1/22/2018        9.5
LEHMAN BROS HLDG          5.6 %   2/17/2029       7.55
LEHMAN BROS HLDG          5.6 %   2/24/2029      9.625
LEHMAN BROS HLDG          5.6 %    3/2/2029      9.875
LEHMAN BROS HLDG          5.6 %   2/25/2030       8.25
LEHMAN BROS HLDG          5.6 %    5/3/2030      7.608
LEHMAN BROS HLDG        5.625 %   1/24/2013     16.125
LEHMAN BROS HLDG        5.625 %   3/15/2030        8.5
LEHMAN BROS HLDG         5.65 %  11/23/2029          8
LEHMAN BROS HLDG         5.65 %   8/16/2030          7
LEHMAN BROS HLDG         5.65 %  12/31/2034          8
LEHMAN BROS HLDG          5.7 %   1/28/2018        6.5
LEHMAN BROS HLDG          5.7 %   2/10/2029        8.5
LEHMAN BROS HLDG          5.7 %   4/13/2029        8.5
LEHMAN BROS HLDG          5.7 %    9/7/2029        8.5
LEHMAN BROS HLDG          5.7 %  12/14/2029        8.5
LEHMAN BROS HLDG         5.75 %   4/25/2011      14.07
LEHMAN BROS HLDG         5.75 %   7/18/2011     15.875
LEHMAN BROS HLDG         5.75 %   5/17/2013       14.1
LEHMAN BROS HLDG         5.75 %    1/3/2017       0.03
LEHMAN BROS HLDG         5.75 %   3/27/2023          7
LEHMAN BROS HLDG         5.75 %  10/15/2023      9.625
LEHMAN BROS HLDG         5.75 %  10/21/2023          8
LEHMAN BROS HLDG         5.75 %  11/12/2023      9.625
LEHMAN BROS HLDG         5.75 %  11/25/2023       7.75
LEHMAN BROS HLDG         5.75 %  12/16/2028          7
LEHMAN BROS HLDG         5.75 %  12/23/2028        7.5
LEHMAN BROS HLDG         5.75 %   8/24/2029       8.26
LEHMAN BROS HLDG         5.75 %   9/14/2029       8.25
LEHMAN BROS HLDG         5.75 %  10/12/2029      9.625
LEHMAN BROS HLDG         5.75 %   3/29/2030      9.625
LEHMAN BROS HLDG          5.8 %    9/3/2020        8.5
LEHMAN BROS HLDG          5.8 %  10/25/2030       7.75
LEHMAN BROS HLDG         5.85 %   11/8/2030          9
LEHMAN BROS HLDG        5.875 %  11/15/2017      12.75
LEHMAN BROS HLDG          5.9 %    5/4/2029      9.625
LEHMAN BROS HLDG          5.9 %    2/7/2031          7
LEHMAN BROS HLDG         5.95 %  12/20/2030        7.5
LEHMAN BROS HLDG            6 %   7/19/2012       14.3
LEHMAN BROS HLDG            6 %   1/22/2020          9
LEHMAN BROS HLDG            6 %   2/12/2020          8
LEHMAN BROS HLDG            6 %   1/29/2021       8.01
LEHMAN BROS HLDG            6 %  10/23/2028       8.25
LEHMAN BROS HLDG            6 %  11/18/2028       6.25
LEHMAN BROS HLDG            6 %   5/11/2029       8.25
LEHMAN BROS HLDG            6 %   7/20/2029       8.25
LEHMAN BROS HLDG            6 %   3/21/2031       6.25
LEHMAN BROS HLDG            6 %   4/30/2034       8.25
LEHMAN BROS HLDG            6 %   7/30/2034      8.859
LEHMAN BROS HLDG            6 %   2/21/2036       8.25
LEHMAN BROS HLDG            6 %   2/24/2036      10.25
LEHMAN BROS HLDG            6 %   2/12/2037       8.26
LEHMAN BROS HLDG         6.05 %   6/29/2029      9.625
LEHMAN BROS HLDG          6.1 %   8/12/2023          8
LEHMAN BROS HLDG         6.15 %   4/11/2031       8.25
LEHMAN BROS HLDG          6.2 %   9/26/2014       15.5
LEHMAN BROS HLDG          6.2 %   6/15/2027       8.13
LEHMAN BROS HLDG          6.2 %   5/25/2029          8
LEHMAN BROS HLDG         6.25 %    2/5/2021      9.625
LEHMAN BROS HLDG         6.25 %   2/22/2023       9.25
LEHMAN BROS HLDG          6.4 %  10/11/2022      7.033
LEHMAN BROS HLDG          6.4 %  12/19/2036       12.5
LEHMAN BROS HLDG          6.5 %   7/19/2017       0.01
LEHMAN BROS HLDG          6.5 %   2/28/2023      9.625
LEHMAN BROS HLDG          6.5 %    3/6/2023       7.35
LEHMAN BROS HLDG          6.5 %  10/18/2027      5.925
LEHMAN BROS HLDG          6.5 %  10/25/2027          8
LEHMAN BROS HLDG          6.5 %  11/15/2032       7.35
LEHMAN BROS HLDG          6.5 %   1/17/2033      6.435
LEHMAN BROS HLDG          6.5 %  12/22/2036       9.75
LEHMAN BROS HLDG          6.5 %   6/21/2037       8.25
LEHMAN BROS HLDG          6.5 %   7/13/2037      9.625
LEHMAN BROS HLDG          6.6 %   10/3/2022       6.11
LEHMAN BROS HLDG        6.625 %   1/18/2012     14.563
LEHMAN BROS HLDG        6.625 %   7/27/2027          4
LEHMAN BROS HLDG         6.75 %    7/1/2022        5.5
LEHMAN BROS HLDG         6.75 %  10/26/2037      5.022
LEHMAN BROS HLDG          6.8 %    9/7/2032          7
LEHMAN BROS HLDG         6.85 %   8/16/2032        9.5
LEHMAN BROS HLDG        6.875 %    5/2/2018      16.75
LEHMAN BROS HLDG        6.875 %   7/17/2037       0.01
LEHMAN BROS HLDG          6.9 %    9/1/2032      9.625
LEHMAN BROS HLDG            7 %   4/16/2019       7.75
LEHMAN BROS HLDG            7 %   5/12/2023      7.085
LEHMAN BROS HLDG            7 %   9/27/2027     15.625
LEHMAN BROS HLDG            7 %   10/4/2032       8.02
LEHMAN BROS HLDG            7 %   7/27/2037       8.26
LEHMAN BROS HLDG            7 %   9/28/2037        7.5
LEHMAN BROS HLDG            7 %  11/16/2037      9.625
LEHMAN BROS HLDG            7 %  12/28/2037        9.5
LEHMAN BROS HLDG            7 %   1/31/2038      8.511
LEHMAN BROS HLDG            7 %    2/1/2038          9
LEHMAN BROS HLDG            7 %    2/7/2038          9
LEHMAN BROS HLDG            7 %    2/8/2038      9.625
LEHMAN BROS HLDG          7.1 %   3/25/2038       7.25
LEHMAN BROS HLDG         7.25 %   4/29/2038          9
LEHMAN BROS HLDG         7.35 %    5/6/2038       9.75
LEHMAN BROS HLDG         7.73 %  10/15/2023       5.83
LEHMAN BROS HLDG        7.875 %   8/15/2010       15.5
LEHMAN BROS HLDG            8 %    3/5/2022       7.75
LEHMAN BROS HLDG         8.05 %   1/15/2019      5.063
LEHMAN BROS HLDG          8.5 %    8/1/2015       13.5
LEHMAN BROS HLDG          8.8 %    3/1/2015       13.5
LEHMAN BROS HLDG         8.92 %   2/16/2017       11.5
LEHMAN BROS HLDG          9.5 %  12/28/2022      6.088
LEHMAN BROS HLDG          9.5 %   2/27/2023       5.26
LEHMAN BROS HLDG           10 %   3/13/2023      12.25
LEHMAN BROS HLDG       10.375 %   5/24/2024        7.5
LEHMAN BROS HLDG           11 %  10/25/2017      9.625
LEHMAN BROS HLDG           11 %   6/22/2022        7.5
LEHMAN CAP VII          5.857 %   #N/A N Ap        0.3
LOCAL INSIGHT              11 %   12/1/2017         25
LTX-CREDENCE              3.5 %   5/15/2011         32
MAJESTIC STAR             9.5 %  10/15/2010         60
MAJESTIC STAR            9.75 %   1/15/2011          9
MERCER INTL INC          9.25 %   2/15/2013         41
MERISANT CO               9.5 %   7/15/2013     10.875
MERRILL LYNCH               0 %    3/9/2011       90.5
METALDYNE CORP             11 %   6/15/2012         10
MILLENNIUM AMER         7.625 %  11/15/2026          7
MOMENTIVE PERFOR         11.5 %   12/1/2016       31.5
MORRIS PUBLISH              7 %    8/1/2013          5
NCI BLDG SYSTEMS        2.125 %  11/15/2024       68.5
NEENAH FOUNDRY            9.5 %    1/1/2017       21.5
NEFF CORP                  10 %    6/1/2015         22
NELNET INC              5.125 %    6/1/2010     70.625
NETWORK COMMUNIC        10.75 %   12/1/2013       20.5
NEW PLAN EXCEL            4.5 %    2/1/2011     59.875
NEW PLAN EXCEL            7.4 %   9/15/2009       85.5
NEW PLAN EXCEL            7.5 %   7/30/2029       13.1
NEW PLAN REALTY           6.9 %   2/15/2028      16.26
NEW PLAN REALTY           6.9 %   2/15/2028     18.161
NEW PLAN REALTY          7.65 %   11/2/2026     15.125
NEW PLAN REALTY          7.97 %   8/14/2026      13.35
NEWPAGE CORP               12 %    5/1/2013         32
NEXSTAR BROADC              7 %   1/15/2014         44
NORTEK INC                8.5 %    9/1/2014       32.5
NORTH ATL TRADNG         9.25 %    3/1/2012         26
NTK HOLDINGS INC            0 %    3/1/2014      11.25
OUTBOARD MARINE         9.125 %   4/15/2017        3.5
PACKAGING DYNAMI           10 %    5/1/2016      33.25
PALM HARBOR              3.25 %   5/15/2024      33.25
PANOLAM INDUSTRI        10.75 %   10/1/2013          5
PARK PLACE ENT            7.5 %    9/1/2009     71.305
PINNACLE AIRLINE         3.25 %   2/15/2025      85.25
PLY GEM INDS                9 %   2/15/2012       24.5
PRIMUS TELECOM              8 %   1/15/2014      12.25
PRIMUS TELECOMM         14.25 %   5/20/2011         61
QUALITY DISTRIBU            9 %  11/15/2010         45
RADIO ONE INC           6.375 %   2/15/2013         18
RADIO ONE INC           8.875 %    7/1/2011         38
RAFAELLA APPAREL        11.25 %   6/15/2011         19
RAIT FINANCIAL          6.875 %   4/15/2027 28.8672695
RATHGIBSON INC          11.25 %   2/15/2014         42
READER'S DIGEST             9 %   2/15/2017       14.1
REAL MEX RESTAUR           10 %    4/1/2010         78
REALOGY CORP           12.375 %   4/15/2015       31.5
REALOGY CORP           12.375 %   4/15/2015       32.5
REEBOK INTL LTD             2 %    5/1/2024     84.125
RENTECH INC                 4 %   4/15/2013       35.5
RH DONNELLEY            6.875 %   1/15/2013          3
RH DONNELLEY            6.875 %   1/15/2013          5
RH DONNELLEY            6.875 %   1/15/2013      4.875
RH DONNELLEY            8.875 %   1/15/2016      4.875
RH DONNELLEY            8.875 %  10/15/2017      4.875
RITE AID CORP           8.125 %    5/1/2010         74
RJ TOWER CORP              12 %    6/1/2013      1.375
ROTECH HEALTHCA           9.5 %    4/1/2012         19
SALEM COMM HLDG          7.75 %  12/15/2010       31.5
SILVERLEAF RES              8 %    4/1/2010       73.5
SINCLAIR BROAD              6 %   9/15/2012         41
SIX FLAGS INC             4.5 %   5/15/2015     10.875
SIX FLAGS INC           9.625 %    6/1/2014       12.5
SIX FLAGS INC            9.75 %   4/15/2013      12.75
SPACEHAB INC              5.5 %  10/15/2010         45
SPHERIS INC                11 %  12/15/2012         38
STALLION OILFIEL         9.75 %    2/1/2015     32.625
STANDARD MTR             6.75 %   7/15/2009         92
STATION CASINOS             6 %    4/1/2012       36.5
STATION CASINOS           6.5 %    2/1/2014          6
STATION CASINOS         6.625 %   3/15/2018          3
STATION CASINOS         6.875 %    3/1/2016       2.25
STONE CONTAINER         8.375 %    7/1/2012         36
TEKNI-PLEX INC          12.75 %   6/15/2010         75
TEXAS UTILITIES          7.46 %    1/1/2015     31.017
THORNBURG MTG               8 %   5/15/2013          5
TIMES MIRROR CO          6.61 %   9/15/2027      2.875
TIMES MIRROR CO          7.25 %    3/1/2013          5
TIMES MIRROR CO          7.25 %  11/15/2096       4.25
TIMES MIRROR CO           7.5 %    7/1/2023       4.25
TOYOTA-CALL06/09          4.4 %  12/22/2014     99.625
TOYOTA-CALL06/09          5.1 %  12/20/2018      97.04
TOYOTA-CALL06/09         5.25 %   6/20/2017         99
TOYOTA-CALL06/09          5.5 %   6/20/2017      98.75
TRANS-LUX CORP           8.25 %    3/1/2012         30
TRIBUNE CO              4.875 %   8/15/2010        6.4
TRIBUNE CO               5.25 %   8/15/2015          5
TRIBUNE CO               5.67 %   12/8/2008        4.4
TRICO MARINE                3 %   1/15/2027     27.737
TRICO MARINE SER          6.5 %   5/15/2028      30.75
TRONOX WORLDWIDE          9.5 %   12/1/2012       16.5
TRUMP ENTERTNMNT          8.5 %    6/1/2015         12
UAL CORP                  4.5 %   6/30/2021     41.125
UAL CORP                    5 %    2/1/2021      48.98
USFREIGHTWAYS             8.5 %   4/15/2010     44.778
VERASUN ENERGY          9.375 %    6/1/2017         11
VERENIUM CORP             5.5 %    4/1/2027       22.5
VERSO PAPER            11.375 %    8/1/2016         34
VION PHARM INC           7.75 %   2/15/2012       34.5
VISTEON CORP                7 %   3/10/2014       7.45
VITESSE SEMICOND          1.5 %   10/1/2024         59
WASH MUT BANK FA        6.875 %   6/15/2011        0.5
WASH MUT BANK NV          5.5 %   1/15/2013       0.01
WASH MUT BANK NV         5.55 %   6/16/2010       17.5
WASH MUTUAL INC          8.25 %    4/1/2010       61.5
WCI COMMUNITIES             4 %    8/5/2023       1.25
WCI COMMUNITIES         7.875 %   10/1/2013          1
WCI COMMUNITIES         9.125 %    5/1/2012      1.063
WII COMPONENTS             10 %   2/15/2012      40.25
WILLIAM LYON            7.625 %  12/15/2012         34
WILLIAM LYONS             7.5 %   2/15/2014     29.775
WILLIAM LYONS           7.625 %  12/15/2012         35
WILLIAM LYONS           10.75 %    4/1/2013         36



                           *********

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 ***