TCR_Public/090616.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 16, 2009, Vol. 13, No. 165

                            Headlines

1528 NW 3 STREET: Case Summary & 3 Largest Unsecured Creditors
ABITIBIBOWATER INC: Hike in Citibank Receivables to $300MM Okayed
ABITIBIBOWATER INC: $154MM Portion of DIP Loan Needs Further OK
ABITIBIBOWATER INC: Court Extends Schedules Deadline to June 30
ABITIBIBOWATER INC: Term Lenders Say CCAA Stay Particularly Long

ABITIBIBOWATER INC: Proposes to Close Westover and Goodwater Mills
ABITIBIBOWATER INC: To Buy Chip Mill Factory for $2.45MM
ABITIBIBOWATER INC: Seeks to Consummate Pending Land Transactions
ABITIBIBOWATER INC: Proposes to Employ Bruce Robertson as CRO
ABITIBIBOWATER INC: Court Approves Hiring of Deloitte Tax

ABITIBIBOWATER INC: Court OKs Hiring of Huron as Consultants
AGA MEDICAL: S&P Affirms Corporate Credit Rating at 'B+'
AMERICAN INT'L: Can't Use Accounting Probes Against Starr
ARROW FREIGHT: Case Summary & 20 Largest Unsecured Creditors
AXCESS MEDICAL: Blames Economic Downturn for Ch. 11 Filing

AVETA INC: S&P Changes Outlook to Positive, Affirms 'B' Rating
AVIZA TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors
AVIZA TECHNOLOGY: Beacon Offers Alternative to Aviza Customers
BELLISIO FOODS: S&P Affirms Corporate Credit Rating at 'B'
BEREAN CHRISTIAN: Lower-Than-Expected Sales Lead to Bankruptcy

BORREGO BROS: Case Summary & 6 Largest Unsecured Creditors
BROOKLYN NAVY: Moody's Cuts Senior Secured Debt Rating to 'Ba3'
CARAUSTAR INDUSTRIES: June 30 Disclosure Statement Hearing Set
CHRYSLER LLC: US Govt. Still Has No Timetable for Ownership Sale
CHRYSLER LLC: Dealers File Appeal on Sale to Protect Claims

CHRYSLER LLC: Changes Corporate Name to Old Carco After Fiat Sale
CHRYSLER LLC: Discloses More Pacts to Be Assigned to Fiat
CHRYSLER LLC: More Firms File Rule 2019 Statements
CHRYSLER LLC: Retirees Welcome CEO Sergio Marchionne
CHRYSLER LLC: Ex-Mobil Chief Noto Turns Down Position in NewCo

CHRYSLER LLC: Carsdirect Has Free Car Listings to Junked Dealers
CIT GROUP: S&P Downgrades Counterparty Credit Rating to 'BB-/B'
COOPER-STANDARD: To Utilize 30-Day Grace Period for Note Payments
DAVID CAMIA: Case Summary & 18 Largest Unsecured Creditors
DEL'S HIDE-A-WAY: Case Summary & 14 Largest Unsecured Creditors

DENNIS CANTWELL: Voluntary Chapter 11 Case Summary
DTZ ROCKWOOD: Files for Chapter 11 Bankruptcy Protection
EDRA BLIXSETH: Ex-Husband Urges Court to Accept Liquidation Plan
EXIDE TECHNOLOGIES: Claims Objection Deadline Extended to July 30
EXIDE TECHNOLOGIES: Court Extends Removal Deadline

EXTENDED STAY: Files for Chapter 11 Bankruptcy in New York
EXTENDED STAY: Case Summary & Five Largest Unsecured Creditors
FILENE'S BASEMENT: Syms & Vornado Win Auction With $63MM Bid
GATEWAY CASINOS: Moody's Junks Corporate Family Rating From 'B3'
GENERAL MOTORS: Court Approves Trading Restrictions on GM Stock

GEORGE PAPAS: Case Summary & 10 Largest Unsecured Creditors
GEORGIA GULF: Noteholders Extend Forbearances Until July 15
GRAND PRIX: June 23 Hearing Set to Approve Master Settlement Pact
GREEKTOWN CASINO: Court Sets July 20 Disclosure Statement Hearing
GREEKTOWN CASINO: Court Permits Detroit to Serve Default Notice

GREEKTOWN CASINO: Seeks Further Expansion of Ernst & Young Work
GREEKTOWN CASINO: Court Okays Jackier Retention as Special Counsel
HAIGHTS CROSS: Moody's Downgrades Corporate Family Rating to 'Ca'
HARTMARX CORP: Bid Procedures Approved; June 24 Auction Sale Set
HAWKER BEECHCRAFT: Moody's Affirms 'Caa2' Corporate Family Rating

HAYES LEMMERZ: Receives Final Approval of $100MM DIP Facility
HEIDTMAN MINING: Case Summary & 20 Largest Unsecured Creditors
HEXION SPECIALTY: Moody's Downgrades Default Rating to 'Ca/LD'
HIGH DESERT: Case Summary & 18 Largest Unsecured Creditors
HIGH SIERRA: Case Summary & 20 Largest Unsecured Creditors

HILL TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors
HOLLYWOOD MOTION: Case Summary & 20 Largest Unsecured Creditors
HORIZON LINES: S&P Puts 'B' Corp. Rating on CreditWatch Negative
HUNTSMAN CORP: Seeks Over $13 Billion in Damages From Two Banks
IMAX CORPORATION: Moody's Affirms 'Caa1' Corporate Family Rating

INTERLAKE MATERIAL: Court Sets June 22 Auction for J&D's Assets
IPAYMENT INC: S&P Downgrades Corporate Credit Rating to 'B-'
JOHN RUSSEL MCGILL: Gets Interim OK on Rice Pugatch as Counsel
KARAWIA INDUSTRIES: Can Access Cash Securing Citibank N.A. Loan
KM CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors

LANCELOT INVESTORS: Court Sets August 3 Claims Bar Date
LEUCADIA NATIONAL: Moody's Cuts Corporate Family Rating to 'B1'
LIMITED BRANDS: Launches Private Placement of $500MM Senior Notes
LITTLE ROBERTS AUTO: Case Summary & 20 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: Files Fourth Default Status Report

MAGNACHIP SEMICONDUCTOR: Files for Chapter 11 Bankruptcy
MAGNACHIP SEMICONDUCTOR: Case Summary & Seven Largest Creditors
MARTIN JELINOWICZ: Voluntary Chapter 11 Case Summary
MARVIN TE VELDE: Case Summary & 6 Largest Unsecured Creditors
MEGACOLOR CORPORATION: Case Summary & 20 Largest Unsec. Creditors

MERVYN'S LLC: Court Sets July 6 Administrative Claims Bar Date
MONTPELIER RE: Moody's Withdraws 'Ba1' Junior Subordinated Rating
MORRIS PUBLISHING: Forbearance on $9.7MM Interest Payment Moved
NESTOR TRUJILLO: Case Summary & 20 Largest Unsecured Creditors
NEWLOOK INDUSTRIES: Says Sale of Two Subsidiaries Delayed

NOBLE INTERNATIONAL: Auction of Spring Lake Assets Set on June 22
PACIFIC ETHANOL: Can Obtain $20 Million DIP Financing From WestLB
PALM DRIVE: S&P Downgrades Rating on 2005 Tax Bonds to 'BB'
POLAROID CORP: U.S. Trustee Wants Case Converted to Chapter 7
POLAROID CORP: Committee Plan Outline to Be Heard July 16

PREMIER MILLWORK: Case Summary & 20 Largest Unsecured Creditors
QUALITY LANDSCAPING: Case Summary & 20 Largest Unsecured Creditors
QUEBECOR WORLD: R.R. Donnelley's Offer to Quebecor World Expires
QUEBECOR WORLD: CCAA Applicants File 2nd Amended & Restated Plan
REDEEMED PROPERTIES: Case Summary & 20 Largest Unsecured Creditors

REFCO INC: Court Extends Claims Objection Deadline to December 5
REZA FARNOOD AHMADI: Case Summary & 19 Largest Unsecured Creditors
RIVER HILL SPORTS: Case Summary & 20 Largest Unsecured Creditors
ROUND 'EM UP: Case Summary & 10 Largest Unsecured Creditors
SANDERSON INDUSTRIES: Court To Consider Cash Collateral Use Today

SANDERSON INDUSTRIES: Taps David Bisbee as Gen. Bankruptcy Counsel
SEALED AIR: S&P Assigns 'BB+' Rating on $250 Mil. Senior Notes
SENDTEC INC: Files for Chapter 11; Management Bids for Assets
SIX FLAGS: Secured Lenders to Get 92% Recovery, Avenue Says
SOLSTICE LLC: Ownership's Case Summary & 16 Largest Creditors

STONECHURH VINEYARDS: Ontario Winery and Farm Up for Sale
STONE OAK MARKET: Case Summary & 20 Largest Unsecured Creditors
THE LEDGES: Case Summary & 20 Largest Unsec. Creditors
TOLUCA LAKE: Wants to Hire SulmeyerKupetz as Bankruptcy Counsel
TRILOGY DEVELOPMENT: Wants McDowell Rice as Bankruptcy Counsel

TRILOGY DEVELOPMENT: Has Until Today to File Schedules, Statements
TRW AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'B'
TUCSON ELECTRIC: Fitch Affirms 'BB' Issuer Default Rating
TV DAIRY: Case Summary & 20 Largest Unsecured Creditors
TXCO RESOURCES: Wants Cox Smith Matthews as Bankruptcy Counsel

TXCO RESOURCES: U.S. Trustee Picks 11-Member Creditors Committee
TXCO RESOURCES: Court Grants 30-Day Extension for SALs and SOFAs
TXCO RESOURCES: Proposes Fulbright & Jaworski as Special Counsel
TXCO RESOURCES: Receives Final Approval of $32MM DIP Facility
WENDY'S/ARBY'S GROUP: S&P Affirms 'B+' Corp. Credit Rating

WENDY'S/ARBY'S Restaurants: S&P Puts 'B+' Corp. Credit Rating

* New Study Shows Winners Amid Turmoil in U.S. Auto-Parts Sector

* Large Companies With Insolvent Balance Sheets

                            *********

1528 NW 3 STREET: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 1528 NW 3 Street LLC
        6405 NW 36th St. Ste 222
        Miami, FL 33166

Bankruptcy Case No.: 09-21768

Chapter 11 Petition Date: June 12, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Joel M. Aresty, Esq.
                  13499 Biscayne Blvd #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  Email: aresty@mac.com

Total Assets: $900,000

Total Debts: $1,636,000

A list of the Company's 3 largest unsecured creditors is available
for free at:

           http://bankrupt.com/misc/flsb09-21768.pdf

The petition was signed by Daniel Jaramillo, managing member of
the Company.


ABITIBIBOWATER INC: Hike in Citibank Receivables to $300MM Okayed
-----------------------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware entered a final order on May 27, 2009,
authorizing AbitibiBowater, Inc., and its debtor affiliates to
enter into an amendment of their existing Securitization Program
with Citibank, N.A., and Barclays Capital Inc., which provides
for, among others, an increased purchase limit of receivables by
Citibank of up to $300 million.

The Court previously permitted the Debtors during the first day
hearing in the Chapter 11 cases to keep the Existing
Securitization Program in place through June 1, 2009, and to
continue to perform their obligations under the Program.

The Existing Securitization Program is essentially a "receivables
purchase facility" among (1) Abitibi-Consolidated, Inc. and
Abitibi Consolidated Sales Corporation or "the Abitibi Group" as
Originators, (2) Abitibi Consolidated U.S. Funding Corp. and
Donohue Group as Guarantors, (3) Citibank, as Agent, and (4)
Barclays Capital Inc., as Syndication Agent.  ACI and ACSC
originate accounts receivables under an Amended and Restated
Receivables Purchase Agreement with ACI Funding, Eureka
Securitization, PLC, Citibank, Citibank, N.A., London Branch, as
agent.

Consistent with Proposed Final Order filed with the Court on
May 21, 2009, Judge Carey authorized and empowered ACI and ACSC,
as originators, on a final basis, to service, administer and
collect transferred receivables pursuant to the Financing
Agreements.  ACSC is authorized to cause ACI Funding, as a wholly
owned subsidiary of ACSC, to make, execute and deliver one or
more non-material amendments to the Financing Agreements,
including any amendment extending the term of the Receivables
Purchase Agreement.  The Debtors are to notify counsel for the
Official Committee of Unsecured Creditors, the Term Facility
lenders and the United States Trustee of any amendment to the
Financing Agreements.

Judge Carey further permitted the Originators to use the proceeds
of the arrangements contemplated under the Financing Agreements
in the operation of the Debtors' businesses, provided that the
use of the proceeds is consistent with the terms of the Financing
Agreements.

Upon transfer of the Receivables to ACI Funding, those
Receivables will be the property of ACI Funding and not property
of any other Debtor.  Accordingly, no expenses of administration
of the Chapter 11 cases will be charged against the Transferred
Receivables.

The indemnification and other obligations of the Originators and
other Debtors owing to the Barclays, Eureka and Citibank under
the Financing Agreements, as well as those owing to ACI Funding
under the Financing Agreements, do not include any amounts owing
to Citibank under or in connection with any swap claims, any
unrelated prepetition credit agreement, or any unrelated
indebtedness.

In accordance with Section 364(c)(I) of the Bankruptcy Code, the
Agent Obligations and the Receivables Obligations will constitute
allowed senior administrative expense claims against the
Originators with priority over any and all claims that may become
secured by a judgment lien or other non-consensual lien, levy or
attachment.

The Court clarified that no cost or expense of administration
asserted against the Debtors with obligations under the Financing
Agreements will be senior to, or pari passu with, the
superpriority claims of Citibank, Eureka or ACI Funding.
Citibank, as Agent, will also be permitted to enforce the
Superpriority Claims with respect to the Receivables Obligations
on a derivative basis on behalf of ACI Funding. The Superpriority
Claims will be entitled to the full protection of Section 364(e)
in the event the Final Order is vacated, reversed or modified, on
appeal or otherwise.

Pursuant to the Financing Agreements, ACI Funding may deduct from
the purchase price of Transferred Receivables amounts which are
payable by the Originators to ACI Funding in respect of
violations of certain representations and warranties and dilution
items.  As also provided under the Interim Order, the automatic
stay under Section 362 of the Bankruptcy Code is modified to the
extent necessary to permit the Deduction.

Judge Carey held that the performance by the Originators and ACI
Funding of their obligations, as well as the consummation of the
transactions contemplated by the Financing Agreements, do not
provide a basis for a substantive consolidation of the assets and
liabilities of the Originators.

The provisions of the Financing Agreements will be binding on all
parties-in-interest in the Debtors' cases, including the Debtors,
ACI Funding, Eureka, Citibank, ACSC and ACI, and will inure to
their benefit.  ACI Funding, Citibank and Citibank N.A., London
Branch, as agent, will not:

  * be deemed to be in control of the operations of the Debtors;

  * owe any fiduciary duty to the Debtors; or

  * be deemed to be acting as a "responsible person" or "owner
    or operator" with respect to the operation or management of
    the Debtors.

A full-text copy of the Court's Final Order on the Amended and
Restated Securitization Program is available for free at:

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

A full-text copy of the Amended Program is available for free at:

http://bankrupt.com/misc/ABH_Amended&RestatedSecuritization.pdf

or as filed with the Securities and Exchange Commission at:

              http://ResearchArchives.com/t/s?3d95

                      Objections Overruled

Judge Carey overruled objections to the Debtors' Amendments to the
Existing Securitization Facility that have not been otherwise
withdrawn, waived or settled.  Among the parties that asserted
objections are:

  (1) U.S. Bank, National Association, as successor indenture
      trustee under an Indenture of Trust dated as of April 1,
      2008, with Abitibi-Consolidated Company of Canada, as
      issuer, and Wells Fargo Bank, N.A., as the original
      indenture trustee under the Indenture, for ACCC's issuance
      of $413,000,000 of 13.75% Senior Secured Notes Due 2014.

  (2) The Official Committee of Unsecured Creditors

  (3) Term lenders under the Credit and Guaranty Agreement dated
      April 1, 2008, among ACCC and ACI, as borrowers, and ACI
      affiliates as guarantors, and certain lenders.

On behalf of U.S. Bank, David M. Fournier, Esq., at Pepper
Hamilton LLP, in Wilmington, Delaware, noted that any adequate
protection payments will effectively be funded by ACI, by means
of the monthly net cash drain from ACI to Donohue Group, which is
a guarantor party under the Indenture.  Essentially, he pointed
out, ACI is being asked to provide adequate protection to the
ACCC Term Lenders to fund the cost of preserving their own
Donohue Group collateral.  However, he argued, the Quebec
Superior Court in Canada concluded that the ACCC Term Lenders'
request for adequate protection of their secured interests with
respect to their financing under Creditors Companies' Arrangement
Act was "unfounded, and in fact questionable," noting that the
U.S. concept of an Adequate Protection Charge is seldom, if ever,
applied in Canadian Courts."

U.S. Bank thus asked the Court to rule that any approval of the
Amended and Restated Securitization Program "should preserve the
ability of the Canadian Court to place such conditions as it
deems appropriate on ACI's participation in the program, and on
the adequate protection payments otherwise payable to the ACCC
Term Lenders out of the cash flow of any CCAA Applicant."  U.S.
Bank also reserved its right to be heard with respect to the
Debtors' request to the extent it determines that the interests
of unsecured creditors of those Debtors will be adversely
affected by the new securitization program.

Mr. Fournier elaborated that the conditions to protect the
interests of the CCAA Applicants and their creditors, include
monthly cash true ups of the intercompany balances between
the CCAA Applicants and the Donohue Group, which can be
effected by means of a concomitant reduction of any adequate
protection payments otherwise payable by the Debtors to the ACCC
Term Lenders.

The Creditors Committee asserted that to the extent any of the
Superpriority Claims granted to Citibank, N.A., London Branch as
Agent, Citibank, Barclays or the ACCC Term Agent or the ACCC Term
Lenders under the Amended and Restated Securitization Program are
paid from an individual Debtor's estate, the Debtor should have a
right of contribution against the other obligated Debtors in an
amount equal to excess of the claim against, and above the direct
benefit to, that Debtor.

Representing the Committee, Neil B. Glassman, Esq., at Bayard,
P.A., in Wilmington, Delaware, asserted that the proposed
interest payments to the ACCC Term Agent, on behalf of the ACCC
Term Lenders, "should be limited to the 43.4% attributable to the
collateral located in the United States," instead of an $11
million cash payment to be paid on the closing of the Replacement
Securitization Facility.

The Committee also asserted technical points that should be
addressed, including receiving prior notice of amendments to the
Financing Documents, and receiving copies of reports provided by
the Debtors to the Agent and ACCC Term Agent.

The ACCC Term Lenders, for their part, pointed out that the
Debtors have failed to establish that the requirements of Section
363(f) of the Bankruptcy Code have been met to justify sales of
Accounts Receivables free, and clear of the Term Loan Lenders'
liens and security interests.  Moreover, the Debtors have not
offered to provide "adequate protection" sufficient to protect
the Term Lenders' interests against diminution in the value of
their collateral resulting from the use of cash collateral to
fund operations and to pay the exorbitant fees and expenses
associated with the Amended and Restated Securitization Program,
Adam Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, stated, on behalf of the ACCC Lenders.

According to Mr. Landis, the Term Lenders would be prepared to
provide the necessary consents if the Debtors were to provide
adequate protection in the form of:

  -- current monthly payment of cash interest at the non-default
     rate;

  -- replacement liens on the assets of the members of the
     Donohue Group of the same type as enjoyed by the Term Loan
     Lenders prior to the Petition Date;

  -- superpriority claims against the members of the Donohue
     Group;

  -- adequate protection liens having the highest priority
     available on all other assets of ACI, ACCC and the members
     of the Donohue Group;

  -- current payment of the reasonable fees and expenses of the
     proposed Successor Agent, including reasonable fees and
     expenses of counsel and financial advisors; and

  -- compliance with a 13-week rolling cash flow budget
     acceptable to the Term Loan Lenders.

Concurrent with the filing of their Objection, the Term Lenders
filed with the Court supporting documents as exhibits, including
(i) a copy of the Term Loan, (ii) the status report of the Ernst
& Young, Inc., as monitor in the proceeding involving the
Debtors' affiliates in Canada under the Companies Creditors'
Arrangement Act, (iii) a transcript of the hearing dated
April 17, 2009, which tackled the approval of the Existing
Securitization Program, and (iv) the Debtors' certifications
regarding their financial statements.  The Term Lenders also
asked the Court to allow them to file under seal certain
financial information about the Debtors that were contained in
their Objection.

Subsequently, the Term Lenders supplemented their Objection to
reflect certain alterations in the amounts they cited with
respect to the Debtors' financial information.  A blacklined copy
of the Modified Objection is available for free at:

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

In response, the Debtors contended that they do not anticipate
that future payment of Adequate Protection Obligations to impose
significant funding obligations on ACI.  The Debtors related that
although they are cash constrained, the Donohue Group will apply
cash received by ACSC from ACI Funding to make the proposed
Payments.  Moreover, ACI must bear the incremental cost to enable
the Court to approve the Amended and Restated Securitization
Program and allow the Debtors' and ACI to continue their
operations, Sean T. Greecher, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, asserted.

Mr. Greecher also filed with the Court a certification regarding
a stipulation on the provision of adequate protection to the ACCC
Term Lenders to the extent of any diminution in the value of
their collateral, with respect to the Securitization Program.
The Stipulation provided for, among other things, the granting of
replacement liens, new liens, administrative priority claims and
fees and expenses, to secure the ACCC Term Lenders' diminution
claims, if any.  Mr. Greecher, however, withdrew the
Certification on June 8, 2009.  He did not state reasons for the
withdrawal.

   CCAA Applicants Seek Approval of Securitization Program;
             Noteholders Committee, et al. Object

The CCAA Applicants asked the Honorable Mr. Justice Clement
Gascon, J.S.C., of the Superior Court Commercial Division in
Quebec, Canada, to permit them to enter into the Amended and
Restated Securitization Program.

The replacement of the Existing Securitization Program requires
authorization from the Canadian Court, as the CCAA Applicants are
parties to the Program, Stikeman Elliott LLP, in Montreal Canada,
said, on behalf of the Applicants.

The CCAA Applicants note that the most significant amendments to
the existing Receivables Purchase Agreement under the Amended
Securitization Program include:

  -- the naming of Citibank, N.A., as the successor agent;
  -- the revision of the calculation of the advance rate;
  -- the inclusion of covenants to require maintenance of credit
      insurance programs; and
  -- the modification of certain events of termination.

Echoing the assertions of the Chapter 11 Debtors, the CCAA
Applicants contend that the Amended Securitization Program will
allow them to restructure their business and maximize long term
value for the benefit of all stakeholders.  Absent the Amended
Program, ACI and ACSC will have to wait until their accounts
receivables are collected in the ordinary course to obtain
liquidity to operate their business.

Moreover, the Applicants aver that the Amended Securitization
Program will ensure their continued viability as it allows them
to maintain business relationships with their vendors, suppliers
and customers; and to purchase and supply new inventory and
finance their operations.

Contesting the CCAA Applicants' request, the Ad Hoc Committee of
Senior Secured Noteholders maintains that any adequate protection
payment awarded under the Amended Securitization Program in the
Chapter 11 cases "will effectively be funded by ACI, by means of
the monthly net cash drain from ACI to Donohue Group."

Representing the Ad Hoc Committee, Borden Ladner Gervais LLP, in
Montreal Canada, related that the Donohue Group is projected to
experience substantial negative cash flow, while ACI is projected
to incur positive cash flow before debt service.  As a result of
the need to fund the Losses, the net result of the proposed
Amended Securitization Program is a net cash drain from ACI into
Donohue Group, of approximately $1.5 million per month plus fees
relating to the Program and adequate protection payments to the
ACCC Term Lenders, the Ad Hoc Committee points out.

Essentially, ACI is being asked to provide adequate protection to
the ACCC Term Lenders to fund the cost of preserving the Donohue
Group's collateral, the Ad Hoc Committee asserts.

In this regard, the Ad Hoc Committee asks the Canadian Court to
dismiss the CCAA Applicants' request or in the alternative, rule
that no payments should be made by ACI to Donohue Group for
adequate protection expenditures.

On the other hand, the ACCC Term Lenders assert that the CCAA
Applicants' cash management system includes cash deposited in the
ACI account at the Bank of America, and that their lien is
perfected by a blocked account control agreement, in relation to
the ACI Concentration Account.  The Term Lenders maintain that
access to their Cash Collateral in the ACI Concentration Account
is essential to the operation of the Replacement Securitization
Program.  Hence, the Term Lenders emphasize that it is
appropriate for the Bankruptcy Court to impose conditions before
permitting the use of the Cash Collateral, involving ACI and
ACCC's provision of adequate protection by way of lien on the
Canadian Assets or otherwise, ACI and ACCC will not be entitled
to the benefits of the Chapter 15 and Chapter 11 proceedings
litigated in the U.S. Bankruptcy Court.

Against this backdrop, the Term Lenders ask the Honorable Justice
Gascon to adjourn his ruling on the Amended Securitization
Program to await the determination of the U.S. Bankruptcy Court
with respect to the Program and the Chapter 15 Debtors' motion to
obtain the protection of a stay for the Assets.

                     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).


ABITIBIBOWATER INC: $154MM Portion of DIP Loan Needs Further OK
---------------------------------------------------------------
Chief Judge Kevin Carey of the U.S. Bankruptcy Court for the
District of Delaware entered a final order on June 4, 2009,
authorizing Abitibibowater Inc. and its affiliates to borrow and
obtain extensions of credit of up to $360,000,000 under a DIP
Credit Agreement with Fairfax Financial Holdings Limited, as
administrative agent and collateral agent, Avenue Investments,
L.P., and certain other lenders.

Judge Carey clarified that $154,000,000 of the full DIP amount
will only be borrowed after further approval from the Court.

Judge Carey also authorized Debtors to use the proceeds of the
DIP Facility, and the cash and cash equivalent proceeds that
constitute "cash collateral" within the meaning of Section 363 of
the Bankruptcy Code for (a) working capital; (b) other general
corporate purposes; (c) payment of any related transaction costs,
fees and expenses; (d) the payment of adequate protection
obligations for any diminution in value of the Prepetition
Lenders' collateral; and (e) the costs associated with
administration of the Chapter 11 cases.

The Court permitted the Debtors to pay all fees and expenses
related to the DIP Facility as they become due, including agent
fees, closing fees and exit fees, and reasonable fees and
expenses of attorneys and other professionals.

The DIP Agent is granted valid, enforceable and perfected
security interests in and liens on all assets of the Debtors,
including (x) all personal, real and mixed property of the
Debtors, including all intercompany debt, (y) 100% of the capital
stock held by the Debtors in domestic Subsidiaries; and (z) 65%
of the capital stock held by the Debtors in foreign subsidiaries.

The Security Interests and DIP Liens granted to the DIP Lenders
will be prioritized as:

  (1) immediately junior to valid, enforceable and perfected
      Liens upon the Collateral granted under the U.S. or
      Canadian Prepetition Loan Documents, or perfected by the
      U.S. or Canadian Prepetition Agent after the Petition
      Date, including claims or liens of Applied Industrial
      Technologies, Inc., and intercompany claims as of the
      Petition Date and replacement liens after the Petition
      Date;

  (2) a first-priority valid, enforceable and perfected
      security interest in, and Liens on (i) the Debtors' real
      property, physical plants, fixtures, equipment and other
      related property, including those located in Catawba,
      South Carolina and Calhoun, Tennessee, and (ii) any
      intercompany claims arising after the Petition Date; and

  (3) a valid, binding, enforceable and perfected priming Liens
      upon the portion of property comprising the Catawba Acre,
      solely to the extent of the Catawba Acre Lien.

Subject to the Carve-Out, Debtor-affiliates in litigation under
the Companies' Creditors Arrangement Act in Canada, are
authorized and directed to grant the DIP Agent, valid,
enforceable and perfected security interests in, and Liens on,
all Assets of the Canadian Debtors.  The Security interests and
Canadian DIP Liens will be prioritized as:

  (1) immediately junior to valid, enforceable and perfected
      Liens upon the Canadian Collateral granted pursuant to the
      Prepetition Facilities or perfected by the Prepetition
      Agents after the Petition Date; and

  (2) a first-priority valid, enforceable and perfected security
      interest in, and Liens upon (i) assets of the Canadian
      Debtors not subject to valid, enforceable and perfected
      Permitted Canadian Prepetition Liens, and (ii) Canadian
      Intercompany Claims arising after the Petition Date.

Pursuant to Section 364(c)(3) of the Bankruptcy Code, the CCAA
Applicants are authorized to grant the U.S. Debtors security
interests in and liens on all Canadian Collateral, junior to the
Canadian DIP Liens, Canadian Prepetition Liens, and the Canadian
Adequate Protection Liens.

Notwithstanding the automatic stay imposed under Section 362(a)
of the Bankruptcy Code, the U.S. Debtors may grant the DIP Liens
and the Adequate Protection Liens, and perform the DIP
Obligations and Adequate Protection Obligations and incur the
liabilities to the DIP Agents and the DIP Lenders.  The DIP Agent
may deliver a notice of enforcement following an event of default
with respect to the Lender Priority Collateral.  Furthermore, the
DIP and Prepetition Agents may record financing statements,
mortgages or other instruments to evidence the grant and
perfection of the Liens granted to the DIP Agent, the DIP Lenders
and the Prepetition Agents.

Interest on the DIP Obligations will accrue at the rates and will
become immediately due and payable, without notice or demand,
which payment will not be altered or impaired by any Chapter 11
plan of reorganization.

The Court further granted the U.S. and Canadian Prepetition Agent
and other Lienholders a superpriority claim pursuant to Section
507(b) of the Bankruptcy Code, subject to the payment of the
Carve-Out, which will be pari passu with the Superpriority Claims
held by the DIP Agents and DIP Lenders.

The DIP Liens and the Adequate Protection Liens will not be
subject or subordinate to (i) Prepetition Liens or security
interests that are avoided and preserved for the benefit of the
Debtors, including those preserved under Section 551 of the
Bankruptcy Code, (ii) Liens arising after the Petition Date
including, those granted in favor of any federal, state,
provincial, municipal or other governmental unit, commission,
board or court for any liability of the Debtors, or (iii) any
intercompany or affiliate liens of the Debtors.

In the event of default in the performance of their Adequate
Protection Obligations, the Prepetition Agent and the CCAA
Applicants may seek relief from the Stay to enforce rights
respect to the Prepetition Secured Indebtedness and Prepetition
Collateral, the Court ruled.

Judge Carey added that Debtor Bowater Canada Finance Corporation
and its asset will not be subject to any Liens, DIP Superpriority
Claims or Adequate Protection Claims, except for the pledge of
the stock of BCFC to the Prepetition Agent, and the Debtors are
prohibited from transferring any Assets, proceeds of the Term
Loan or any Cash Collateral to BCFC.  Furthermore, BCFC will not
be deemed to be included as one of the Debtors and will not be a
guarantor of the DIP Obligations.

Judge Carey clarified that the DIP Agents or the DIP Lenders are
not deemed to be in control of the operations of the Debtors, or
acting as a "responsible person" or "owner or operator" with
respect to the Debtors' operations or management.

                           Objections

Aurelius Capital Management LP, a holder of the unsecured notes
due 2011 issued by BCFC in the aggregate face value of $600
million, argued that the DIP Financing seeks to "impose
substantial obligations on BCFC and its creditors without
demonstrating a measurable benefit," which attempt amounts to de
facto substantive consolidation of the CCAA Applicants.

"Since the CCAA Applicants are all independent legal entities,
for the DIP Motion to be approved, BCFC's liabilities under the
DIP Facility must be limited to those instances where it
individually actually utilizes or otherwise directly benefits
from the cash borrowed under the DIP Facility," Seth A.
Niederman, Esq., at Fox Rothschild LLP, in Wilmington, Delaware,
said on behalf of Aurelius.

Mr. Niederman added that the DIP Motion provides adequate
protection to the Prepetition Lienholders even though they are
unaffected by the DIP Facility since they are not primed and
already have a sufficient equity cushion to protect them in the
event of a decline in value of their collateral.

However, the Debtors have not made a specific showing as to the
benefits accorded by the DIP Facility to the Debtors and to the
business as a whole.  The Debtors should be required to make
their liabilities under the DIP Facility correspond to their
actual individual cash requirements or other cognizable and
quantifiable benefit, Mr. Niedenman opined, citing In re Mosello,
195 B.R. 277, 288 (Bankr. S.D.N.Y. 1996).

Similarly, Wilmington Trust Company, in its capacity as indenture
trustee for the 7.95% Notes issued by Bowater Canada Finance
Corporation, argues that the DIP Motion "fails to provide
information critical to evaluating the Financing from the
perspective of the Debtors or their creditors.  According to
Wilmington Trust, the Debtors failed to disclose:

  (a) the debt structure, or the prepetition obligations of each
      Debtor for borrowed money, whether as obligor or
      guarantor;

  (b) which Debtor had unencumbered assets or assets with values
      in excess of secured debt as of the Petition Date;

  (c) which Debtors are anticipated to be net borrowers under
      the DIP Financing;

  (d) whether the net borrowing Debtors, as opposed to the
      Debtors as a whole, would have the ability to repay the
      DIP Financing utilized;

  (e) how much of the DIP Financing would be applied to satisfy
      debt of the Prepetition Lienholders, and which Debtors
      were obligated on the prepetition debt to be repaid; or

  (f) how the full $600 million DIP loan would be allocated
      between the U.S. and Canadian portions.

Furthermore, the Debtors failed to explain how the DIP Financing
entered into by the CCAA Applicants interfaces with the Debtors'
DIP Financing, or impacts the Debtors, Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware,
said on behalf of Wilmington Trust.

Mr. Dehney added that the Debtors' DIP Motion "does not provide
for either ACCC or any of the Note Guarantors to undertake any
obligations with respect to, or incur any liability under, the
DIP Facility."  Consequently, it is unknown whether and to what
extent there might be a request for ACCC or any Note Guarantor to
become liable or obligated under DIP Facility.

In this regard, Wilmington reserved its right to object to the
Motion and the Final DIP Order on any and all grounds.

In a separate filing, Advance Publications Inc. and The Herald
Publishing Company, LLC, contended that under the Debtors' DIP
Financing, (i) their "status quo would be upset," and (ii) the
ability of Calhoun Newsprint Company, a business that sustains
itself through intercompany investments from Bowater Nuway, Inc.,
Bowater Incorporated, Advance, and Herald, to continue operations
might be jeopardized.

Charles J. Brown, III, Esq., at Archer & Greiner, P.C., in
Wilmington, Delaware, explained that Herald and Bowater Nuway are
equity holders in the joint venture CNC, which owns mills and
operates the CNC Plant in Calhoun, Tennessee.  CNC is not a
Debtor entity, is not a borrower under the DIP Facility, and its
assets are not part of the collateral being pledged in connection
with the DIP Motion.  However, Mr. Brown said, the funding
obligation from Bowater Inc. to CNC has exceeded $16 million,
which may conflict with the proposed DIP Credit Agreement that
imposes a $25 million cap for the extension of "Debt" to non-
debtor affiliates.  Advance and Herald are concerned that the
Debtors will exceed the $25 million cap and in turn, Bowater Inc.
will be unable to fund the cash and intercompany gridnotes, Mr.
Brown told the Court.

The Official Committee of Unsecured Creditors also objected to
the DIP Motion on account of "unresolved issues," consisting of
the granting of:

  -- liens to the Prepetition Lenders by Debtors that are not
     obligors under the existing prepetition credit facilities;

  -- liens and superpriority administrative claims against
     avoidance actions related to postpetition transfers; and

  -- full waivers under Sections 506(c) and 552 of the
     Bankruptcy Code.

In response to the Objections, The Bank of Nova Scotia, as
Canadian administrative agent under and on behalf of the lenders
party to a Credit Agreement dated as of May 31, 2006, asserted
that the Court should overrule the Objections because the payment
of interest of liens of the Debtors' assets, as well as the grant
of security of interest on Avoidance Actions under Section 506(c)
warrant the adequate protection and other standard consideration
provided in the proposed Final DIP Order in exchange for the use
of the Canadian Prepetition Collateral.

Wachovia Bank, National Association, the administrative agent
under the U.S. Prepetition Credit Agreement, also sought and
obtained the Court's authority for leave to submit its late-filed
response to the DIP Objections.  Wachovia Bank contended that the
Creditors Committee blithely ignored the fact that claims under
Section 549 of the Bankruptcy Code relate solely to postpetition
transfers and that the money or property transferred by the
Debtors are necessarily the collateral of the Prepetition
Lienholders and the DIP Lenders.  On the other hand, Aurelius and
Wilmington Trust are seeking to "improperly and unfairly elevate"
the interests of unsecured creditors over those of the
Prepetition Lienholders, whose cash collateral was the property
transferred and who have already agreed to be primed by the DIP
Lenders with respect to postpetition intercompany Claims, Kelly
M. Conlan, Esq., at Connolly Bove Lodge & Hutz LLP, in
Wilmington, Delaware, said on Wachovia Bank's behalf.

In an omnibus reply to the Objections, the Debtors noted that
that Adequate Protection proposed under the DIP Motion is
appropriate, and "is the result of a hard fought give and take
among several parties," as required by the Prepetition Lenders to
obtain consensual use of cash collateral.

Representing the Debtors, Pauline K. Morgan, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, further
related that the Objectors' substantive consolidation concerns
are without merit, because "there is no substantive consolidation
-- de facto or otherwise."

Ms. Morgan maintained that the Objectors are instead protected by
the Savings Clause, which limits in scope each of the Debtors'
guarantee to that which can be granted consistent with fraudulent
conveyance laws.  The intercompany procedures and the granting of
Administrative Priority status for intercompany claims both
provide "belt and suspenders" protection beyond the sufficient
protection of the Savings Clause, she added.

                Court Directs Parties to Negotiate

To resolve the Objections, the Court directs the Debtors to meet
with the DIP lenders, the Prepetition Agents, the Official
Committee of Unsecured Creditors, Wilmington and Aurelius no
later than July 10, 2009, to discuss their periodic intercompany
advances and obligations.  If by August 7, 2008, no consensus has
been reached, the Entities will have the right to seek relief
from the Bankruptcy Court.

Judge Carey held that objections not otherwise withdrawn or
resolved are overruled.

                  Amendment No. 1 to DIP Facility

The Debtors disclosed in a regulatory filing with the Securities
and Exchange Commission that effective June 5, 2009, they entered
into an amendment to their Senior Secured Superpriority DIP
Credit Agreement dated April 21, 2009.

In the June 11, 2009 filing, Jacques P. Vachon, senior vice
president for Corporate Affairs and chief legal officer at
AbitibiBowater, Inc., noted that Amendment No. 1 modifies the DIP
Credit Agreement to, among other things:

  (1) correct certain documentation errors, including, but not
      limited to:

      * correcting the minimum base rate from 2.50% per annum to
        4.50% per annum;

      * modifying the calculation of the fixed charge coverage
        ratio required to be maintained by Bowater and the
        guarantors under the Credit Agreement; and

      * clarifying certain provisions related to interest
        calculations and payment dates, including waiving
        certain defaults which occurred as a result of confusion
        over the prior language;

  (2) amend the definition of consolidated EBITDA to, among
      other things, permit the expenses of proceedings under
      Chapter 11 and Companies' Creditors Arrangement Act in
      Canada, including professional fees, as to be added to
      net income for purposes of calculating consolidated
      EBITDA;

  (3) permit additional debt owed by Calhoun Newsprint Company
      to one or more Bowater entities so long as the aggregate
      amount of that additional debt, together with any
      additional investments in Calhoun Newsprint Company, does
      not exceed $10,000,000;

  (4) extend the time available to appoint a Chief Restructuring
      Officer from June 5 to June 20, 2009; and

  (5) extend the time available from June 5 to June 30, 2009, to
      (i) obtain private debt ratings from Moody's and Standard
      & Poor's on the loans under the term loan facility
      provided pursuant to the Credit Agreement and any other
      incremental facility; and (ii) provide the mortgages and
      other documentation with respect to certain properties.

A full-text copy of Amendment No. 1 to the DIP Credit Agreement
is available with the SEC at http://ResearchArchives.com/t/s?3dd0

                     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).


ABITIBIBOWATER INC: Court Extends Schedules Deadline to June 30
---------------------------------------------------------------
Judge Kevin Carey extended the period within which Abitibibowater
Inc. and its affiliates may file their schedules of assets and
liabilities and statements of financial affairs through and
including June 30, 2009.

The Debtors maintained that the Extended Schedules Filing Period
will allow them to completely accumulate, review and analyze and
compile the information required for the Schedules and Statements.

The Debtors also noted that they received no objections to their
request.

                     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).


ABITIBIBOWATER INC: Term Lenders Say CCAA Stay Particularly Long
----------------------------------------------------------------
The Honorable Mr. Justice Clement Gascon, J.S.C., of the Quebec
Superior Court Commercial Division extended the period within
which no right may be exercised and no proceeding may be commenced
or continued against Abitibibowater Inc. and various Canadian
subsidiaries or any of their property, assets, rights and
undertakings, through and including September 4, 2009.

According to the term lenders under the Credit and Guaranty
Agreement dated April 1, 2008 with Abitibi-Consolidated Inc. or
ACI and Abitibi Consolidated Company of Canada or ACCC, as
borrowers, and ACI affiliates as guarantors, and certain lenders,
the extension of the CCAA Stay is "particularly long."

Moreover, the Term Lenders contend that the discrepancy between
the cash flow and the actual results of operations reflected in
the CCAA Monitor's 18-Week Cash Flow Forecasts Ending Sept. 6,
2009, "is likely to increase over time" given the substantial
degree of uncertainty related to the CCAA Applicants' ongoing
operations.

On behalf of the Term Lenders, Fasken Martineau DuMoulin LLP, in
Ontario, Canada, maintains that it will be in their best interest
and will be beneficial to the creditor classes in the CCAA
Proceedings, if the CCAA Applicants update their financial
information from time to time and supply the Canadian Court with
it.  The Updated Financial Information, the Term Lenders note,
will allow creditors to seek remedies in the event a material
deterioration in the actual operations of the CCAA Applicants
occur, which will possibly prejudice the interests of the
creditors and the secured position of the Term Lenders.

Specifically, the Term Lenders propose that within two days at
the end of each four-week period following the enforcement of the
Stay, the CCAA Applicants must submit to the Monitor a report of
the difference between the projected cash flow and the actual
cash flow as well as its revision for the period remaining until
the end of the Stay Period.

                     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).


ABITIBIBOWATER INC: Proposes to Close Westover and Goodwater Mills
------------------------------------------------------------------
Abitibibowater Inc. and its affiliates seek the U.S. Bankruptcy
Court for the District of Delaware's permission to permanently
close and decommission the Westover sawmill and Goodwater planer
mill operations in Alabama.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, relates that in particular, the Debtors
intend to reject certain equipment leases and contracts, during
which Bowater Alabama LLC will turn over control of the equipment
that is subject of an Unexpired Lease to the lessor at either the
Westover Sawmill or Goodwater Planermill.  The Equipment Leases
and Contracts to be rejected are:

  Lessor                        Contract
  ------                        --------
  Hawkins Trucking              Contract Trucking Agreement,
                                as of July 23, 2007

  Toyota Materials Handling     Commercial Equipment Lease
                                Agreement dated February 18,
                                2005

  Raylan Wood Inc.              Contract Trucking Agreement
                                dated July 13, 2007

Limited relief from the automatic stay imposed by Section 362 of
the Bankruptcy Code will be granted to the lessor to allow it to
repossess the Equipment and to dispose of it.

Concurrent with the repossession of the Equipment, the lessor
will provide the Debtors with an acknowledgement of surrender of
the Equipment.  Failure to provide a timely Acknowledgment will
forever bar a lessor from asserting a claim against the Debtors
arising out of the rejection of the Unexpired Lease.

The Debtors further intend to dispose of certain property in
Westover and Goodwater, free and clear of any claims of any third
parties whatsoever.  A complete list of the Abandoned Property is
available for free at:

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

The Debtors believe that they will incur $250,000 in costs to
clean up, shutter, raze and effect a permanent closure of the
Westover Sawmill and Goodwater Planermill operations.  Mr.
Greecher specifies that the Debtors intend to decommission and
raze the Westover Sawmill to best position the land for sale, and
so that it may recapture some of its cash outlay.  Meanwhile, the
Debtors will decommission and clean up, and permanently shutter,
the Goodwater Planermill.

Mr. Greecher points out that the machinery on the sites is
"outdated and inefficient, with negligible commercial value and
no competitive advantage."  Moreover, the Debtors incur monthly
costs for keeping the facilities idle and honoring existing
contracts entered into in connection with operations they no
longer conduct.

According to Mr. Greecher, the charges arising from the permanent
closure of the Westover Sawmill and Goodwater Planermill will
total:

  * $2.8 million, which includes $150,000 in wages paid sto
    employees upon termination;

  * $2.4 million in non-cash asset impairment charges; and

  * $250,000 in other expenses.

Decommissioning and closing the Westover Sawmill and Goodwater
Planermill, rejecting burdensome contracts servicing those
operations, abandoning worthless equipment will save the Debtors
significant monthly cash outflows and inure to the benefit of
their estates and creditors, Mr. Greecher tells Judge Carey.

              United Steelworkers Union Objects

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
contends that pursuant to its collective bargaining agreements
with the Debtors, which govern the operations at the Westover
Sawmill and the Goodwater Planermill, the Debtors have an
obligation to bargain with the Union regarding (i) changes to the
CBAs; and (ii) effects of any decision to change the scope of
their business whether through shutdown or otherwise.

The CBAs are effective from March 20, 2008, through March 20,
2011, and have not been rejected pursuant to Section 1113 of the
Bankruptcy Code, Joseph J. Vitale, Esq., at Cohen, Weiss and
Simon LLP, in New York, tells the Court.

Pursuant to the Section 1113(f), the Debtors should not rely on
their assessment that the Facilities are unprofitable to
circumvent their obligations under the CBAs, Mr. Vitale asserts.
In any event, any dispute with respect to the meaning and
application of the CBAs should be determined by an arbitrator,
and not by the Court, Mr. Vitale maintains, citing Air Line
Pilots Ass'n v. Continental Airlines (In re Continental
Airlines), 125 F.3d 120, 137-38 (3d Cir. 1997).

Mr. Vitale clarifies that the Union takes no position as to
whether the permanent closure and decommission of the Facilities
is an ordinary course transaction within the meaning of Section
363 of the Bankruptcy Code.  However, the Debtors should not be
relieved of obligations under the Worker Adjustment and
Retraining Notification Act, which requires that "an employer
generally may not order a 'mass layoff' unless the employer
provides at least 60 days notice of the layoff," he contends.

Accordingly, the United Steelworkers Union asks Judge Carey to
deny the Debtors' request.

The Court will convene a hearing on June 17, 2009, to consider
the Debtors' request.

                     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).


ABITIBIBOWATER INC: To Buy Chip Mill Factory for $2.45MM
--------------------------------------------------------
Abitibibowater Inc. and its affiliates seek the U.S. Bankruptcy
Court for the District of Delaware's authority to:

  (a) enter into an asset purchase agreement with American
      Chips, Inc., for the purchase of American Chips' chip mill
      factory for $2.45 million; and

  (b) assume a Production and Sales Agreement dated November 25,
      1991, as amended from time to time, with American Chips,
      pursuant to which American Chips will continue to operate
      the chip mill facility and supply the Debtors with wood
      chips until the closing of the Asset Purchase Agreement.

American Chips owns the Chip Mill Facility, which is located
north of a mill in Coosa Pines, Alabama, which the Debtors
operate.  Since 1992, the Chip Mill Facility has operated
exclusively pursuant to the terms of the Production and Sales
Agreement, supplying all of the Coosa Pines Mill's roundwood and
at least 70% of its fiber supply.

Pauline K. Morgan, Esq., at Young Conaway Stargatt &Taylor, LLP,
in Wilmington, Delaware, relates that the Production and Sales
Agreement contains an option for the Debtors to purchase the Chip
Mill Facility.  It expires in December 2009.  American Chips has
indicated that it will demand a chipping rate increase to
continue service under, and to extend the terms of, the
Production and Sales Agreement.

Thus, in July 2008, the Debtors exercised the Purchase Option and
agreed to the purchase of the Chip Mill Facility pursuant to the
Asset Purchase Agreement.  The parties, however, did not fully
execute the Asset Purchase Agreement prior to the Petition Date.

Specifically, the Asset Purchase Agreement provides that the
Debtors will:

  (1) acquire 108 acres of real property located at 13001 Plant
      Road, in Alpine, Alabama, and all buildings, structures,
      fixtures and other improvements, and the entire Chip Mill
      Facility;

  (2) not assume, or be responsible for, any of American Chips'
      liabilities;

  (3) pay $2,450,000 to American Chips for the acquisition of
      the Chip Mill Facility;

  (4) pay American Chip's aggregate out-of-pocket expenses for
      operating supplies; and

  (5) pay $25,000 in cash as an escrow deposit, to be applied to
      the purchase price at the closing of the Agreement on
      September 30, 2009.

Between July 1, 2009, and the Closing Date, the Debtors may have
access to the Chip Mill Facility and other transferred assets,
including market studies and reports, consultant studies and
reports, manufacturers representatives agreements, customer
lists, appraisals, valuation studies and reports and other
materials or information held by American Chips in relation to
the Chip Mill Facility.

The Existing Agreement will remain in full force and effect until
the Closing.  In the event the transactions contemplated by the
Asset Purchase Agreement do not close by the Closing Deadline
because of the Debtors' default, the Production and Sales
Agreement will remain in effect until it expires on December 31,
2009.

The Asset Purchase Agreement does not provide for acquisition by
the Debtors of certain additional equipment and spare parts
necessary to operate the Chip Mill Facility.  The Debtors
estimate that the Additional Parts will cost $270,000 to obtain
or replace, according to Ms. Morgan.

Ms. Morgan tells the Court that the Chip Mill Facility
constitutes a critical source of raw materials for the Debtors'
market fluff pulp operations.  No readily available alternatives
exist for back-up or replacement of the volume of wood chipping
capacity provided by the Chip Mill Facility.

If the Purchase Transaction is not consummated, the Chip Mill
Facility will remain the property of American Chips.  Upon the
expiration of the Production and Sales Agreement, American Chips
may use the Chip Mill Facility for whatever purposes it sees fit
with no further obligation to supply wood chips to the Debtors.

Ms. Morgan notes that the proposed acquisition was vetted by the
Debtors prior to the Petition Date and all of the necessary
internal corporate approvals were obtained.

           Debtors Want to Seal Production & Sales Pact

The Debtors seek to file under seal their Production and Sales
Agreement with American Chips, which constitutes "commercial
information" relating to the strategic commercial operations of
the Debtors and American Chips.  Disclosure of the Production and
Sales Agreement would create an unfair advantage to competitors,
the Debtors aver.  The Parties contend that no party-in-interest
will be prejudiced by a lack of access to the Agreement.

The Debtors inform the Court that they will endeavor to work with
American Chips to determine whether a redacted version of the
Agreement can be submitted and publicly filed that protects their
confidential commercial information.

Judge Carey will convene a hearing on July 1, 2009, to consider
the Debtors' requests.  Objections, if any, must be filed by
June 24.

                     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).


ABITIBIBOWATER INC: Seeks to Consummate Pending Land Transactions
-----------------------------------------------------------------
Abitibibowater Inc. and its affiliates ask Judge Kevin Carey of
the U.S. Bankruptcy Court for the District of Delaware to allow
them to enter into, or assume to the extent necessary, and
consummate these pending de minimis land transactions:

  (1) Sale of Block 2176, which consists of 71 acres of
      undeveloped land in McMinn County, Tennessee, that the
      Debtors acquired in March 1955.

  (2) Termination of Timberland Lease for Tract 2172, in Morgan
      and Scott Counties, Tennessee, under a 90-year long-term
      lease that originated in 1968 and will expire in 2058.

  (3) Sale of Block 2088, consisting of the seven acres of land
      acquired on or about August 10, 1995 by the Debtors.

  (4) Former Block 2312 Quitclaim Deed, which relates to an
      easement to access the Debtors' property, which remained
      from a 50 by 629-feet strip of land it sold in June 2004.

  (5) Extension of Letter Agreement regarding Block 1223, which
      pertains to a lease for 20,544 acres of timberland in
      White County, Tennessee.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, relates that the Debtors negotiated a
land sale contract with a potential buyer, which provides for the
sale of Block 2176 for $120,700, and reserves to Bowater Inc. the
right of first refusal on the timber on the property to be
conveyed.  The Debtors were unable to sign the land sale contract
prior to the Petition Date.

According to Mr. Greecher, about 49 years remain on the lease
term of the Tract 2172 Timberland Lease, which does not contain
an underlying option to purchase the land.  The ongoing annual
cash outflows for rent, property taxes, and management relating
to the Lease overhead total $89,500.  However, Tract 2172 is not
valuable to the Debtors and has minimal strategic value because:

  -- it is well North of the Debtors' Calhoun mill in an area
     far from any softwood sawmill markets;

  -- only about 36% of the property is currently in a state of
     well-growing commercial timberland; and

  -- wood from the Property will not be available for harvest
     until 2023 to 2028.

Mr. Greecher says that prior to the Petition Date, the Debtors
culminated with the Landlords a mutually agreed upon termination
of the Lease, pursuant to which the Lessors will pay Bowater
$175,000.  The Termination, however, has not been executed by
either party.

Meanwhile, Block 2088 is "land-locked and has no access," as it
is bordered by the United States Forest Service and by a property
owned by an individual.  The individual who owns the land
adjacent to Block 2088 has offered the Debtors $7,040 for the
Block 2088 under an asset purchase agreement, which the Debtors
did not execute prior to the Petition Date.

Mr. Greecher further relates that in November 2005, the Debtors
sold at an auction the Remaining Property, to which Block 2312
was not conveyed to the party purchasing the tract adjoining the
Easement.  Due to intervening events, the Easement is no longer
of any use.  The present owner of the strip of land on which
Bowater has the easement asked the Debtors to quitclaim their
rights for $500.   The Debtors wish to relinquish their rights in
the Easement, which has according to them, offers no future
benefit.

The Debtors entered into a letter agreement to permit the lessors
to explore the possibilities of re-opening 18-acre stone quarries
on Block 1223.  The Letter Agreement waived the 60-day notice
requirement for the lessors to compensate the Debtors for any
timber destroyed.  Accordingly, the lessors seek a one-year
extension of the Letter Agreement, which the Debtors intend to
grant for no additional consideration.

Mr. Greecher says that through the Land Transactions, the Debtors
are receiving cash in amounts which exceed the value of the
property being sold.  Any proceeds realized from the consummation
of the Land Transactions will be applied in accordance with the
requirements set forth in the Debtors' postpetition financing
arrangements.  Accordingly, he maintain, consummation of the Land
Transactions will inure to the benefit of the Debtors' estates
and creditors.

Section 363(c)(1) of the Bankruptcy Code permits the Debtors to
execute the Land Property Transactions in the ordinary course of
business without notice or a Court hearing.  However, the Debtors
are filing their Motion "to obviate any potential dispute about
the scope of Section 363(c)(1) as applied to the proposed Land
Transactions," Mr. Greecher tells the Court.

At the Debtors' behest, Judge Carey will convene a hearing on
June 17, 2009, to consider their request.  The expedited hearing,
according to the Debtors, will "avoid any missteps" in the
consummation of the Land Transactions.

                     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).


ABITIBIBOWATER INC: Proposes to Employ Bruce Robertson as CRO
-------------------------------------------------------------
Abitibibowater Inc. and its affiliates seek the U.S. Bankruptcy
Court for the District of Delaware's authority to employ 7088418
Canada Inc., or CroCo, as their restructuring advisor.  The
Debtors also intend to designate CroCo's sole shareholder and
president, Bruce Robertson, as chief restructuring officer in
these Chapter 11 cases, pursuant to an engagement letter between
AbitibiBowater, Inc., Abitibi-Consolidated Inc., CroCo, and Mr.
Robertson dated May 18, 2009.

The Debtors believe that Mr. Robertson is well-suited to serve as
their CRO with his extensive background in providing services to,
and investing in, financially distressed companies.  Prior to
founding CroCo, Mr. Robertson was a senior managing partner at
Brookfield Asset Management, co-head of Specialty Funds, involved
in various Chapter 11 restructurings.

The professional services that CroCo and Mr. Robertson will
render to the Debtors include:

  (1) working with the Debtors' senior executives to establish a
      plan or plans for the Restructuring and reporting on
      progress, timeframe and issues;

  (2) advising and assisting the Debtors' senior executives,
      together with their advisors, in the implementation of the
      Restructuring plan or plans and coordinating and
      participating in presentations to creditors and other
      stakeholders;

  (3) advising and assisting the Debtors' senior executives on
      processes involving creditors, the Court-appointed Monitor
      in the Companies' Creditors Arrangement Act in Canada, and
      other stakeholders;

  (4) advising and assisting the Debtors' senior executives in
      conjunction with their other advisors to optimize
      efficiencies and successfully complete the Restructuring;
      and

  (5) assisting, through Mr. Robertson and the chief executive
      officer, with stakeholder communications regarding the
      Restructuring.

The Debtors propose to pay CroCo C$75,000 per month for the
firm's services, plus any applicable tax.

If a success event occurs within (x) the 18-month period after
the Effective Date of the engagement, or (y) the 18-month period
following the expiration of the Engagement Agreement by the
Debtors, the Debtors will pay CroCo C$1,500,000 plus C$1,000,000,
in the event that the Success Date is prior to the first
anniversary of the Effective Date of the Engagement Agreement.

The Debtors will also reimburse CroCo for all reasonable out-of-
pocket expenses.

The Debtors have also agreed to indemnify and hold harmless CroCo
against any and all losses, expenses, claims, actions, damages,
and liabilities under the Engagement Agreement.

Mr. Robertson declared to the Court that his firm and he may have
provided services, and may currently be providing services, to
certain creditors of the Debtors and various other parties
adverse to the Debtors, in matters unrelated to these Chapter 11
cases.  Accordingly, Mr. Robertson assures the Court that he and
his firm are "disinterested" persons as that term is defined in
Section 101(14) of the Bankruptcy Code.

                     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).


ABITIBIBOWATER INC: Court Approves Hiring of Deloitte Tax
---------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware has allowed Abitibibowater Inc. and its affiliates to
engage the services of Deloitte Tax LLP as tax consultants and
tax-related reorganization service providers, nunc pro tunc to the
Petition Date.  A certificate of no objection was also filed with
respect to the request.

According to William G. Harvey, senior vice president and chief
financial officer of AbitibiBowater, the Debtors have engaged the
services of Deloitte Tax as their principal tax advisor in
connection with the merger of Bowater Inc. and Abitibi-
Consolidated Inc. in 2007.   Thereafter, the Debtors continued to
engage Deloitte Tax to assist with tax-related advice, strategy
and planning arising from, and related to the post-merger
restructurings.  As a result, Deloitte Tax is equipped with
considerable knowledge about the Debtors' business affairs.

The Debtors further believe that Deloitte Tax is well qualified
and able to perform tax services for them in a cost-effective,
efficient and timely manner, given the firm's experience in tax
matters is widely recognized, and it regularly provides those
services to large and complex business entities.

As tax consultants to the Debtors, Deloitte Tax will:

  (1) advise the Debtors in connection with their efforts to
      coordinate, evaluate and manage the bankruptcy emergence
      process including tax bankruptcy work plan execution;

  (2) advise the Debtors in determining the potential
      international, federal and state and local income tax
      implications associated with (i) the various strategic
      alternatives to be considered during the proceedings which
      may include, but are not limited to, the disposition of
      assets pursuant to Section 363 of the Bankruptcy Code,
      (ii) rationalization of the Debtors' corporate structure
      or other strategic alternatives, (iii) the discharge of
      any indebtedness or liability, and (iv) other tax issues
      arising in connection with the Debtors' reorganization;

  (3) advise the Debtors in:

      -- their review and analysis of the tax treatment of items
         adjusted for financial reporting purposes as a result
         of "fresh start" accounting and its determination of
         the international, federal and state and local income
         tax impacts and resulting tax reporting requirements of
         reorganizing the business operations; and

      -- settlement of prepetition claims, treatment of
         intercompany balances, asset dispositions, damages
         relating to rejected leases or other contracts, pending
         litigation or disputed claims, reduction in tax
         attributes and resulting deferred taxes, determination
         of the availability, limitations, and preservation of
         tax attributes;

  (4) advise the Debtors regarding the application of Section
      108 of the Internal Revenue Code with respect to the
      Debtors' Chapter 11 reorganization, including the
      determination of the likely amount of cancellation of
      indebtedness income and its determination of the effect
      of tax attribute reduction, giving consideration to
      various elections that may be beneficial for the
      Debtors;

  (5) advise the Debtors regarding the application Section 382
      of the Internal Revenue Code, including in the
      determination of whether an ownership change has
      previously occurred or may occur as a result of the
      proposed plan of reorganization and advise the Debtors on
      their determination of whether the Debtors would
      potentially qualify for and benefit from the special
      exceptions contained in Sections 382(1)(5) and (1)(6) of
      the Internal Revenue Code;

  (6) advise the Debtors in their analysis of the tax basis in
      subsidiary stock under applicable regulations and in the
      various states and, if there is an excess loss account
      with respect to the stock of any subsidiary, and provide
      tax advice to the Debtors regarding planning to reduce the
      income recognition related thereto;

  (7) advise the Debtors as to the proper tax treatment of any
      potential postpetition interest, potential reorganization
      costs and other costs incurred in connection with any
      potential reorganization;

  (8) advise the Debtors regarding other international, federal,
      state and local tax questions that may arise in the course
      of Deloitte's engagement;

  (9) advise the Debtors regarding other international, federal,
      state and local tax questions and responses to notices and
      tax audits that may arise;

(10) assist with the preparation of the Debtors' federal, state
      and local tax returns and reporting requirements and
      provide tax advice to the Debtors regarding these matters;

(11) advise the Debtors on any other tax matters arising in
      connection with the ordinary course of business or their
      Chapter 11 reorganization.

Mr. Harvey assures the Court that Deloitte Tax's services will
not duplicate, or overlap with, the services provided by other
retained advisors in the Chapter 11 cases.

The Debtors will pay Deloitte Tax in accordance with these hourly
fees:

     Designation                      Hourly Rate
     -----------                      -----------
     National Partner, Principal,
      Director Specialist                 $725
     Partner, Principal, Director         $620
     Senior Manager                       $520
     Manager                              $445
     Senior                               $330
     Staff                                $260
     Paraprofessionals                    $210

The Debtors will also reimburse Deloitte for its necessary out-
of-pocket expenses.

During the 90 days prior to the Petition Date, the Debtors paid
Deloitte Tax approximately $1,238,000.   The Debtors owe Deloitte
Tax $125,000 for prepetition services and filed a claim in the
Debtors' cases.  Deloitte Tax has agreed to waive its Claim and
consequently, the Debtors will pay the outstanding amount.

Troy Watkinson, a partner of Deloitte Tax, tells the Court that
his firm is a "disinterested person" as defined in Section 101
(14) of the Bankruptcy Code.

                     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).


ABITIBIBOWATER INC: Court OKs Hiring of Huron as Consultants
------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware authorizes Abitibibowater Inc. and its affiliates to
employ Huron Consulting LLC, as their accounting and restructuring
consultant, nunc pro tunc to the Petition Date.  Prior to the
Court's approval of the Application, the Debtors certified that
they received no objections to the request.

AbitibiBowater Vice President and Chief Financing Officer William
G. Harvey relates that the resources, capabilities and experience
of Huron are crucial to the Debtors' successful restructuring, as
it specializes in the provision of turnaround, crisis management
and restructuring services for public and private companies,
lenders, equity holders and impartial constituents.

Pursuant to an Engagement Letter, Huron will perform these
services for the Debtors:

  (1) Assist in the implementation of "critical task plans" that
      would facilitate the process of the Debtors' restructuring
      by addressing Court and other reporting requirements
      including:

      * managing the process for compiling and completing the
        required statements of financial affairs and schedules
         of assets and liabilities;

      * evaluating and establishing procedures for completing
        and filing monthly operating reports required by the
        Office of the United States Trustee; and

      * addressing Rule 2015.3 of the Federal Rules of
        Bankruptcy Procedure, on Periodic Report Concerning
        Related Entities;

  (2) assist in addressing information from various parties
      related to the Restructuring, including the Official
      Committee of Unsecured Creditors;

  (3) assist with financial reporting relating to Restructuring,
      including assistance with the evaluation of applicable
      generally accepted accounting principles, including AICPA
      Statement of Position 90-7 to reporting while under and
      upon emergence from Chapter 11, as relates to reporting to
      the Office of the United States Trustee, the Securities
      and Exchange Commission, or other legal or regulatory
      authorities;

  (4) review financial and other information as necessary to
      assist with the matters related to the Restructuring,
      including assistance with sale processes, calculations of
      "cure amounts" and other analyses in connection with the
      assumption or rejection of executory contracts, and the
      evaluation of potential avoidance actions;

  (5) provide Project Management Guidance to assist in the
      administration and execution of Restructuring workstreams;
      and

  (6) provide assistance in connection with the Company's effort
      to review, update or modify its business plan and its
      development of a plan of reorganization.

The Debtors will ensure that the services Huron will provide will
not duplicate or overlap those of other professionals, Mr. Harvey
notes.

The Debtors will pay Huron based on these hourly fees:

     Designation                      Hourly Rate
     -----------                      -----------
     Managing Directors               $650 - $730
     Directors                        $525 - $620
     Managers                         $400 - $475
     Associates                       $325 - $345
     Analysts                         $230 - $245
     CPO Solutions/
     On-Demand Consultants            $125 - $300

The Debtors will also reimburse Huron for its necessary out-of-
pocket expenses.

Michael Draa, a managing director at Huron, maintains that his
firm is a "disinterested person" within the meaning of Section
101 (14) of the Bankruptcy Code.

                     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).


AGA MEDICAL: S&P Affirms Corporate Credit Rating at 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating and senior secured debt ratings on AGA
Medical Corp.; the outlook is revised to stable from positive.

"The rating on Plymouth, Minnesota-based AGA Medical Corp.
reflects the company's highly leveraged financial risk profile; a
narrow product line of medical devices, which largely treat
structural heart defects; and its relatively modest-sized revenue
base," said Standard & Poor's credit analyst Cheryl Richer.  In
addition, AGA faces risks posed by competition, regulation, and
patent litigation.  The timing of a planned IPO, via which the
company's preferred stock would be converted into common stock and
subordinated debt would be repaid, remains on hold pending more
favorable market conditions.  The company just filed a fifth
amendment to its initial Form S-1, which was filed in June 2008.

Debt leverage (adjusted for operating leases and preferred stock)
was 8.2x for the 12 months ended March 31, 2009.  Paid-in-kind
preferred stock, which is held by financial sponsor Welsh, Carson,
Anderson & Stowe (57% owner), is viewed as a hybrid security.
Adjusted debt has increased from year end 2008 as a result of
incremental revolver drawdowns and $15 million of senior
subordinated PIK notes as of March 31, 2009.  Furthermore, despite
strong revenue growth (26% in constant currency for the first
quarter of 2009 over the 2008 period), declining EBITDA reflects
the cost of transitioning to direct marketing in several European
countries, and spending on clinical trials and legal issues.


AMERICAN INT'L: Can't Use Accounting Probes Against Starr
---------------------------------------------------------
The Wall Street Journal reports that Judge Jed Rakoff of the U.S.
District Court for the Southern District of New York said that
American International Group Inc. can't mention probes into its
accounting that led to the departure of former CEO Maurice R.
Greenberg in a dispute over control of Starr International Co.'s
ownership stake in the Company.

As reported by the Troubled Company Reporter on June 12, 2009,
AIG's dispute with Starr International is on the tens of millions
of shares that Starr International holds in the Company as well as
tens of millions of shares the firm sold in recent years.  Starr
International is an investment firm led by Mr. Greenberg.  AIG
said that it should control the shares and that Starr
International was holding the shares in trust.  Starr
International would contend that the absence of a trust agreement
with AIG at the time the shares were transferred shows there was
no trust and no intent to create one.

According to WSJ, a jury of eight women and two men was selected
on Monday for the $4.3 billion lawsuit AIG filed against Starr
International, after U.S. District Judge Jed Rakoff in Manhattan
said that he will allow speeches by Mr. Greenberg to be heard in
court as evidence.

WSJ relates that Judge Rakoff ruled that Starr International's
lawyers can't bring up recent probes into AIG's controversial
payment of retention bonuses to some workers after receiving
billions of dollars in government bailout money last year.

WSJ quoted Judge Rakoff as saying, "This is a case about an
alleged trust and an alleged conversion of valuable share.  It's
not a forum for airing all the innumerable other issues -- many of
which are unresolved -- about Mr. Greenberg, Starr, AIG bonuses,
investigations and what have you."

Witnesses would start testifying on June 16 and the entire trial
will last no longer than a month, WSJ says, citing Judge Rakoff.

                            About AIG

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

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

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

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

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

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

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

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


ARROW FREIGHT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Arrow Freight Management, Inc.
        P.O. Box 371974
        El Paso, TX 79937

Bankruptcy Case No.: 09-31273

Chapter 11 Petition Date: June 13, 2009

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Bankruptcy Judge Leif M. Clark

Debtor's Counsel: Sidney J. Diamond, Esq.
                  3800 N Mesa C-4
                  El Paso, TX 79902
                  Tel: (915) 532-3327
                  Fax: (915) 532-3355
                  Email: usbc@sidneydiamond.com

Total Assets: $4,891,380

Total Debts: $6,244,477

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/txwb09-31273.pdf

The petition was signed by Alfred Urban III, president of the
Company.


AXCESS MEDICAL: Blames Economic Downturn for Ch. 11 Filing
----------------------------------------------------------
BrandentonHerald.com states that Axcess Medical Imaging Corp. CEO
Steven M. Miley, M.D., blamed continuing economic downturn,
reduction in reimbursement for services, and significant debt
related to company expansion for the Company's collapse.  The
company and its affiliates filed for Chapter 11 on June 10.

Axcess Medical, according to court documents, said that the
bankruptcy filing will strengthen its financial position to ensure
continued operations.  BrandentonHerald.com relates that it has
appointed Douglas Badertscher, who has health care management
expertise, to lead Axcess Medical through the transition.

Axcess Medical Imaging Corp. is headquartered in Sarasota with
centers in Venice, Bradenton, and Sarasota.  It provides CT, MRI,
PET scans, digital mammography, bone density x-ray, and ultrasound
outpatient services.

AXCESS MEDICAL Imaging Corporation and its affiliates filed for
Chapter 11 on June 10 (Bankr. M.D. Fla. Case No.: 09-12180).
Judge Caryl E. Delano handles the case.  Charles A. Postler, Esq.,
and Scott A. Stichter, at Stichter, Riedel, Blain & Prosser,
represent the Debtors in their restructuring efforts.
Axcess Medical estimated assets and debts of $1,000,001 to
$10,000,000.


AVETA INC: S&P Changes Outlook to Positive, Affirms 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Aveta Inc., NAMM Holdings Inc., and MMM Holdings Inc.
to positive from stable.

Standard & Poor's also said that it affirmed its 'B' counterparty
credit rating on Aveta.

"The positive outlook reflects Aveta's continued improved
operating performance and increased financial flexibility, which
stemmed from its debt reduction," explained Standard & Poor's
credit analyst Neal Freedman.

Aveta's improving earnings are benefiting from core operational
fixes related to medical management and contracting initiatives
implemented by its management team, which joined the company in
2007.  Specifically, increased enrollment of Puerto Rico Medicare
Advantage members in Independent Practice Associations, which
increased to 69% of membership in 2008 from 57% in 2007,
contributed to the company's medical loss ratio declining 80 basis
points to 81.4% from 82.2%.

S&P expects that Aveta will sustain the improvements in its
business and financial profiles by leveraging important oversight
and process changes implemented in connection with its 2007
remediation initiatives.

By year-end 2009, S&P expects that revenue will exceed $2 billion
and that core Medicare HMO membership in Puerto Rico will increase
to about 180,000 members.

S&P considers Aveta's operating performance through March 2009 to
be strong relative to existing expectations.  "The positive
outlook reflects our expectation for continued strong operating
performance and debt repayment resulting in improved holding-
company capitalization over the next 12 months," Mr. Freedman
added.  "If Aveta meets these expectations, S&P could raise the
rating one notch."


AVIZA TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Aviza Technology, Inc.
        fka New Athletics, Inc.
        440 Kings Village Road
        Scotts Valley, CA 95066

Bankruptcy Case No.: 09-54511

Debtor-affiliates also filing Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Aviza, Inc.                                        09-54514
Trikon Technologies, Inc.                          09-54515

Type of Business: Aviza Technology (NASDAQ GM:AVZA) designs, make,
                  sell and support semiconductor capital equipment
                  and process technologies for the global
                  semiconductor industry and related markets.  The
                  The Debtors' 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 Debtors' manufacturing,
                  R&D, sales and customer support facilities
                  located in the United Kingdom, Germany, France,
                  Taiwan, China, Japan, Korea, Singapore and
                  Malaysia.

                  See http://www.aviza.com

Chapter 11 Petition Date: June 9, 2009

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Doris A. Kaelin, Esq.
                    dkaelin@murraylaw.com
                  Jenny L. Fountain, Esq.
                    jfountain@murraylaw.com
                  John Walshe Murray, Esq.
                    jwmurray@murraylaw.com
                  Robert A. Franklin, Esq.
                    rfranklin@murraylaw.com
                  Law Offices of Murray and Murray
                  19400 Stevens Creek Bl. #200
                  Cupertino, CA 95014-2548
                  Tel: (650)852-9000

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
   ------                       ---------------  ------------
IPS Ltd                         trade payable    $60,000,000
33 Jlje-Dong
Pyeongtaek Gyeonggi 450-090
South Korea
Tel: 82-31-659-2126
Fax: 82-31-655-7115

Alliance Contract Manufacturing trade payable    $2,500,000
SDN BHD
Plot 10, Lorong Jelawat 6
Seberang Jaya Industrial Estate
13700 Prai, Penang
Malaysia
Tel: (604) 399-2922

Latham & Watkins LLP             legal services  $1,876,942
Attn: Ruth Bradon
135 Commonwealth Drive
Menlo Park, CA 94025
Tel: (650) 463-2619
Fax: (650) 463-2600

Scientech Corporation            trade payable   $1,197,758
13F-3,NO.248, SEC 3
Nan-Jing East Road
Taipei, Taiwan
Tel: 886-2-8751-2323
FAX: 886-2-8751-2020

ASML                             trade payable   $585,964
8555 S River Parkway
Tempe, AZ 85284-260
Tel: (480) 383-4422
Fax: (480) 383-3995

Morgan, Lewis & Bockius LLP      legal services  $282,494

Ultra Clean Technology           trade payable   $273,898

Armanino McKenna LLP             audit services  $206,272

Oracle Corporation               support         $167,356

Asturies Manufacturing Company   trade payable   $157,955

Advanced Integration Tech        trade payable   $145.893

Genmark                          trade payable   $123.804

IBM Global Services              contract        $118,154

Air Products & Chemicals Inc.    trade payable   $101,271

MKS                              trade payable   $83,831

Delaware Secretary of State      tax             $66,000

Mass Precision Sheet Metal Inc.  trade payable   $63,081

AFCO                             agreement       $56,595

PG&E                             utilities       $54,411

Astound Group                    trade payable   $45,000

The petition was signed by Patrick C. O'Connor, chief financial
officer.


AVIZA TECHNOLOGY: Beacon Offers Alternative to Aviza Customers
--------------------------------------------------------------
Beacon Engineering, which sells used Watkins-Johnson equipment,
spares, upgrades, and service solutions, has implemented their
"Beacon Engineering's Watkins-Johnson Rescue Initiative".

On June 11, 2009, five-year-old Aviza Technology announced
bankruptcy following the reported loss of $47.4 million dollars.
With many wondering if the future of Aviza is in question, there
have been many organizations who have expressed concern that their
production capabilities and business may be at risk.  "Beacon
Engineering's Watkins-Johnson Rescue Initiative" is offering all
current Aviza customers a safe haven during these rocky times by
offering an alternative to the OEM technical support, field
service, spares, upgrades and maintenance contract support with
value added and with a team approach.

Beacon Engineering has been providing all aspects of support for
Watkins-Johnson WJ-998, WJ-999TEOS and WJ-999R Hydride, WJ1000T
and Hydride and WJ-1500T and Hydride for years now and have been
growing steadily, positioning Beacon as a clear choice for those
Watkins-Johnson clients looking to migrate to a stable and fully
functional APCVD Service and Solutions Platform.

Beacon Engineering is offering its "Watkins-Johnson Rescue
Initiative" to all Aviza customers who feel their production may
be at risk throughout the events to come.  The company wants to
make it as easy as possible for organizations to make a smooth and
risk free transition to Beacon, and to ensure their business is
uninterrupted due to these unfortunate events.

Beacon wants to make this a flawless transition for customers.
The company hopes to have the opportunity to work both with and
for the fabs continually offering new products, value added
service, decrease in cost of ownership and increase in uptime
Beacon is the obvious choice for Ex-Aviza customers since the
company take great care in servicing small and medium sized wafer
fabs and facilities which makes up the majority of Aviza's client
base.

The Watkins-Johnson Rescue Initiative was promptly implemented in
response to a sudden influx of Aviza customers who have made the
move to Beacon.  To accomplish a swift and secure migration,
Beacon is offering free phone support and assistance in these
troubling times.

In addition to the Watkins-Johnson Rescue Initiative Beacon is
also showing interest in purchasing Aviza's Customer Base which
could benefit both organizations, resulting in a stable future for
Watkins-Johnson customers following the Aviza chapter 11
bankruptcy filing.

"It is our goal at Beacon to make this a flawless transition for
our customers.  We hope to have the opportunity to work both with
and for the fabs continually offering new products, value added
service, decrease in cost of ownership and increase in uptime,"
stated Bob Wirth, Managing Member of Beacon Engineering.

With the future of Aviza in question after the sharp decline in
staff from over 500 only one year ago to now a fraction of this,
Beacon invites Aviza Staff who have been affected by the recent
mass layoffs to submit their information at
http://bestinthefield.comto help Beacon manage our impressive
growth.  Due to the magnitude and time constraints of this
situation Beacon will be working vigorously around the clock in
the weeks to come in order to accommodate Aviza's Customer base
and Employees during this transition period.

                     About Beacon Engineering

Beacon Engineering Support Technicians LLC is a Colorado Springs
based businesses, and global leader in providing alternative OEM
equipment sales, service, spares and onsite/offsite maintenance
contracts.  Beacon help customers manage their semiconductor
equipment, spares and service costs and solutions.  The company
specializes in providing equipment, spares and service for the
entire line of Watkins-Johson APCVD tools including the WJ-998,
WJ-999TEOS and Hydride, WJ-1000TEOS and Hydride and WJ-1500TEOS
and Hydride tools.  In addition to the Watkins Johnson line Beacon
can also support AVP, VTR RVP Aviza tools.  In addition to
supplying WJ sales and server the company provides parts and
service to scores of other semiconductor processing equipment.
Beacon Engineering and its associates help universities, R&D
sites, IDMS, Foundries find solutions to their production needs in
MEMS, nanotech, Semiconductor, Flat Panel and Solar industries.
Call us for a free consultation today:

                       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.

The Company and two of its subsidiaries, Aviza Inc. and Trikon
Technologies Inc., filed for Chapter 11 bankruptcy protection as a
result of the global economic recession, demand for semiconductor
manufacturing equipment has declined dramatically.


BELLISIO FOODS: S&P Affirms Corporate Credit Rating at 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Duluth, Minnesota-based Bellisio Foods Inc., including
the 'B' long-term corporate credit rating.  S&P removed all
ratings from CreditWatch, where S&P had placed them with negative
implications on April 2, 2009, reflecting S&P's concerns about the
company's very tight covenant cushion.  The outlook is negative.

"The negative outlook reflects our continued concerns about the
company's ability to maintain sufficient cushion on its financial
covenants in a challenging operating environment despite a recent
amendment," said Standard & Poor's credit analyst Christopher
Johnson.

The ratings on Bellisio Foods Inc., reflects its narrow product
portfolio, the highly competitive nature of the frozen dinner
category, and moderately high debt levels.  The company's
generally stable market shares and history of relatively stable
and moderate cash flow generation are additional rating factors.

Bellisio's core products are sold under the Michelina's, Budget
Gourmet, and Lean Gourmet brand names, primarily in the Mid-
Atlantic and Southwestern U.S. The company has an established
market share in the value segment of the frozen-entr‚e category,
selling competitively priced dinner entr‚es.  Although S&P
believes the company's competitive position is somewhat defendable
given its brand positioning, Bellisio competes with several
larger, financially stronger companies whose promotional
activities limit its pricing flexibility.

The outlook is negative reflecting S&P's concerns about the future
EBITDA cushion on the company's financial covenants.  Although S&P
believes performance may improve moderately in fiscal 2009
resulting in modestly improved credit measures, including leverage
under 4x by fiscal year end, the company's minimum EBITDA covenant
successively steps up over the next several quarters, which S&P
believes will result in a very tight cushion by the first quarter
of 2010.  S&P could lower the ratings if operating performance and
credit measures don't improve as expected, which S&P believes
could result in a breach of covenants.  S&P estimate that the
company could breach its minimum EBITDA covenant over the next
year if sales and EBITDA were to decline by mid-single-digit rates
in percentage terms, resulting from further volume declines as a
result of sustained competitor promotional activity.
Alternatively, S&P could consider revising the outlook to stable
if the company is able to sustain low-single-digit sales and
EBITDA growth, thereby achieving and maintaining an EBITDA cushion
of greater than 10% on its financial covenants.


BEREAN CHRISTIAN: Lower-Than-Expected Sales Lead to Bankruptcy
--------------------------------------------------------------
Jim Milliot at Publishers Weekly reports that Berean Christian
Stores, LLC, has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Southern District of Ohio.

Accoridng to Publishers Weekly, Berean Christian listed $1 million
to $10 million in assets and $10 million to $50 million in
liabilities.  Publishers Weekly says that Berean Christian's
creditors include:

     -- Thomas Nelson, which is owed about $824,107;
     -- Zondervan, owed about $786,106;
     -- STL Distribution, owed about $488,488;
     -- Tyndale House, owed about $334,675; and
     -- Standard Publishing, owed about $210,235.

Berean Christian said in court documents that lower than expected
sales in 2009, with comp sales down 20%, is a key factor in the
decision to file for Chapter 11.

Court documents say that Berean Christian is seeking a buyer.

According to court documents, Berean Christian said that Berean
Christian Stores Endeavor will serve as a "stalking horse" bidder
to draw out other interested buyers for the Company, without
disclosing the amount of the bid.  Publishers Weekly says that
investment banking firm Silverstone Capital has been hired to
explore Berean Christian's alternatives.

Berean Christian Stores, LLC, is based in West Chester, Ohio.


BORREGO BROS: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Borrego Bros. Trucking LLC
        8830 Yosemite Street
        Henderson, CO 80640

Bankruptcy Case No.: 09-21524

Chapter 11 Petition Date: June 12, 2009

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

Judge: Sidney B. Brooks

Debtor's Counsel: Harvey Sender, Esq.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  Email: Sendertrustee@sendwass.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/cob09-21524.pdf

The petition was signed by Jorge Omar Borrego, manager and
president of the Company.


BROOKLYN NAVY: Moody's Cuts Senior Secured Debt Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service downgraded the senior secured debt
rating of Brooklyn Navy Yard Cogeneration Partners L.P. to Ba3
from Ba2.  The outlook was moved to negative.

The downgrade of BNY Cogen reflects the volatile debt service
coverage ratios that have persisted at this project for the past
few years.  Most recently, for the 12 months ended March 31, 2009,
the debt service coverage ratio was 0.56x.  The DSCR for the full
year 2008 was only 0.85x.  These figures are below the 1.20x level
Moody's had previously indicated was needed on a sustainable basis
to maintain the Ba2 rating.  They are also well below the 1.45x
level that was expected at the time of the original offering.  The
low coverage was caused primarily by operating and maintenance
expenses that were in excess of the amount budgeted.  As a result,
the increased costs had to be satisfied through current operating
cash flow rather than from the major maintenance reserve fund,
which had been built up in preparation for major maintenance
events.

Over the last couple of years, the plant has experienced poor
operating performance due to frequent plant outages and higher O&M
expenses.  These operating issues have also resulted in reduced
energy and steam deliveries to ConEd.  Operational difficulties
continued into the first quarter of 2009.  Steam Turbine #2 had a
scheduled major overhaul in the first quarter, but unforeseen work
on the steam turbine rotor delayed the unit's return to service.
As a result, O&M expenses increased by $2.7 million for the three
months ended March 31, 2009, as compared to the same period for
2008.  While BNY Cogen is working to correct operational problems
and improved and more stable coverages could be realized in the
future, the financial state of the project is still expected to be
weak.

The rating on the project is supported by two positive
developments related to the project's taxation by the State of New
York.  First, the project had been subject to a judgment that had
resulted in a tax liability to the New York State Department of
Finance and Taxation for unpaid gas importation taxes that
management estimated to be $18.4 million.  However, the previous
owner of the project, Edison Mission Energy has made payments and
had certain penalties waived in the amount of $15.0 million.  The
remaining $3.4 million is still being negotiated by EME and the
NYSDTF.  EME has indemnified the owners of BNY Cogen for tax
payments prior to March 31, 2004. Based upon this indemnification,
subsequent actions by EME to settle the assessment and an escrow
balance of $4.1 million held by Tyche (one of the owners of BNY
Cogen), management believes that this contingency will be resolved
without any negative impact on the project.

Second, progress appears to have been made with respect to the
other tax issue, although the final outcome is still uncertain.
The issue relates to New York state sales and use tax on natural
gas.  In 2008, the New York State legislature passed Public
Service Law 66-h, which allows the sales and use tax to be passed
through to the offtaker, ConEd, and the project has been receiving
at least partial payment from ConEd on these taxes since the
beginning of the current year.  However, there are ongoing
discussions regarding the scope, interpretation and execution of
the law.  The liability on the past portion of the sales and use
tax, which the NYSDTF has determined to be $22.9 million, is still
pending although the project on April 22, 2009, filed an appeal,
compromise and conciliation notice to go before the tax tribunal.
Management is unable to predict the ultimate outcome of this tax
matter.  The lack of final resolution creates uncertainty and,
depending upon the final outcome, could be adverse to the
project's liquidity.  The project continues to have an $18 million
working capital facility due 2012 (with no outstandings as of
3/31/09) as well as a six-month debt service reserve backed by an
LOC.

The current rating also reflects the strength of the project's
long-term energy sales agreement (2036) for electricity and steam
with Consolidated Edison Company of New York, Inc. (ConEd: A1
senior unsecured, outlook negative), the importance of the
project's steam to the City of New York and its valuable "in-city
generation" location.

The outlook is negative reflecting the operating performance, the
expectation of continued weak coverage ratios and the uncertainty
with respect to the final tax outcome.

The rating could be lowered further if the weak coverage ratios
persist, or if operating problems continue, such that the project
has to start dipping into its debt service reserve to meet debt
service or if the outcome of the tax matter results in a severe
impact on liquidity.  The rating could go up if the project could
get the operating problems behind them and coverages of at least
1.20x could be achieved on a sustainable basis.

The last rating action was on February 19, 2009, when the senior
secured rating of Brooklyn Navy Yard Cogeneration Partners L.P.
was lowered to Ba2 from Ba1.

Brooklyn Navy Yard Cogeneration Partners L.P. is a 286 MW gas-
fired cogeneration facility located in Brooklyn, New York.  The
project sells nearly 100% of its power and steam output to ConEd
under a long term sales agreement that expires in 2036.  BNY Cogen
is jointly owned by Mission Energy New York Inc. and B41
Associates L.P., which have owned the project since inception.  In
2004, Mission Energy New York was purchased by Tyche Power
Partners LLC, which is in turn owned by Olympus Holdings LLC and
Metalmark Capital.


CARAUSTAR INDUSTRIES: June 30 Disclosure Statement Hearing Set
--------------------------------------------------------------
The hearing to approve Caraustar Industries, Inc., et al.'s
explanatory disclosure statement, dated May 31, 2009, with respect
to the Debtors' prepackaged plan of reorganization has been set
for 10:00 a.m. on June 30, 2009.

Objections to the approval of the disclosure statement must be
filed with the Clerk of the U.S. Bankruptcy Court no later than
June 28, 2009.

As reported in the Troubled Company Reporter on June 3, 2009,
in a press release dated June 1, 2009, Caraustar announced that it
entered into an agreement with consenting noteholders through a
pre-negotiated plan of reorganization.  This Plan contemplates the
exchange of the company's existing $189.75 million (7 3/8%) and
$29 million (7-1/4%) senior unsecured notes for an aggregate
$85 million in new senior secured notes and 100% of the common
stock of the reorganized company.  The reorganized company is
expected to emerge as a private entity with Wayzata Investment
Partners LLC becoming the controlling shareholder.  In conjunction
with the restructuring, Caraustar has secured credit approval from
General Electric Capital Corporation for a
$75 million senior secured debtor-in-possession revolving credit
facility.  Proceeds from the facility may be used for: (i) cash
collateralizing outstanding letters of credit; (ii) paying for
goods and services in the ordinary course of the business; and
(iii) general corporate purposes.

                  About Caraustar Industries, Inc.

Headquartered in Austell, Georgia, Caraustar Industries, Inc. --
http://www.caraustar.com/-- is one of North America's largest
integrated manufacturers of 100% recycled paperboard and converted
paperboard products.  The Debtors serve the four principal
recycled boxboard product end-use markets: tubes and cores;
folding cartons; gypsum facing paper and specialty paperboard
products.

The Company and its affiliates filed for Chapter 11 on May 31,
2009 (Bankr. N. D. Ga. Lead Case No. 09-73830).  James A. Pardo,
Jr., Esq., and Mark M. Maloney, Esq., at King & Spalding represent
the Debtors on their restructuring efforts.  The Debtors listed
$50 million to $100 million in assets and
$100 million to $500 million in debts.


CHRYSLER LLC: US Govt. Still Has No Timetable for Ownership Sale
----------------------------------------------------------------
Ron Bloom, a senior member of the Obama administration's task
force overseeing the restructuring of Chrysler LLC and General
Motors Corp., said the U.S. Government has not set any specific
timetable for exiting its stakes in both automakers, Reuters
reported.

"I don't have a point estimate that judges when we can exit," Mr.
Bloom told the Senate Banking Committee on Wednesday, pointing
out that setting a timetable could disrupt markets, according to
Reuters.

Certain sectors have pushed for the Government to set a timetable
for the sale of its ownership stakes in Chrysler, GM, and other
financial institutions.  The Associated Press noted that South
Dakota Sen. John Thune has urged Congress to set a July 2010
deadline for the Government to sell its stakes in companies
through which it extended federal bailout aid.

Mr. Bloom, however, told senators that President Obama wants to
get out of the auto business "as soon as practicable" and that an
exit plan would depend on how the automakers perform as well as
on overall economic factors and industry sales, Reuters related.

"I do believe that there is a reasonable probability that we can
get most of, if not all of our money back," the Reuters quoted
Mr. Bloom as saying.

The U.S. government has taken an 8% stake in Chrysler, which is
exiting Chapter 11 in an alliance with Italy-based automaker,
Fiat S.p.A., and a 60% investment in GM, which entered Chapter 11
on June 1, 2009.  The government is providing more than $12
billion in aid to Chrysler and $50 billion to GM.

Mr. Bloom also assured lawmakers that the U.S. Government has
acted strictly as an "investor of taxpayer resources" and is
playing no day-to-day role in overseeing the restructuring of
Chrysler and GM, the Washington Post noted in a separate report.
"We're not going to get into micromanaging their decisions," the
news source quoted Mr. Bloom as saying.

Mr. Bloom also reiterated the Government's stance that it played
no role in setting the scope of reductions in the automakers'
local dealership network.  He maintained that the Government will
continue to help bring together the car companies and the
stakeholders who felt they have been wronged, the Washington Post
stated.

In recent weeks, Congress heard of protests from auto workers,
dealers, suppliers and consumer watchdogs, claiming that their
rights were violated by the government-orchestrated rush to
restructure Chrysler and GM.  Some lawmakers have drafted
legislation to help dealers whose franchises had been terminated,
and committees are holding hearings on the dealerships network
reduction.

Chrysler recently closed a sale transaction of most of its assets
to Fiat on June 10, 2009.  In exchange for its acquisition of
most of Chrysler's operations, Fiat will entitle Chrysler to
about $2 billion worth of small- and medium-sized car technology.
A "new Chrysler" will be created to highlight and embody the
parties' strategic alliance.  Newly appointed CEO Sergio
Marchionne for the New Chrysler avers that the Company will soon
resume business operations.

           Treasury Dropped Loan Amount to $6.6 Bil.

The U.S. Treasury has dropped its loan for Chrysler Group LLC to
$6.6 billion, The Wall Street Journal reported.  The loan amount
is $300 million lower than the amount that the Treasury
previously estimated it would lend to the reorganized Chrysler.

As widely reported, Chrysler has received billions of dollars in
emergency loans from the U.S. government before and after the
Petition Date.  The sale of Chrysler to Fiat S.p.A., which is the
core of the Debtors' reorganization plan, was recently completed.

According to The New York Times, the $6.6 billion will be used by
Chrysler to exit from bankruptcy protection.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

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

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

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

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

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


CHRYSLER LLC: Dealers File Appeal on Sale to Protect Claims
-----------------------------------------------------------
A group of dealers took an appeal from the order approving the
sale of Chrysler LLC's major assets to Fiat S.p.A., to ensure that
they can challenge how the deal affects their claims against the
automaker, according to Bloomberg News.

Performance Dodge LLC and 20 other dealers seek to protect their
rights to seek administrative or damage claims resulting from the
rejection of their dealership agreements with Chrysler, Bloomberg
reports.

The dealership rejection was part of the transaction Chrysler
hammered out with Fiat in their bid to have a smaller but more
effective and profitable dealer network.  The U.S. Bankruptcy
Court for the Southern District of New York approved the
dealership rejection on June 9, 2009, upon the conclusion of a
two-day hearing.

"The horse is out of the barn in terms of the sale itself.  We
want to address certain aspects of the [sale] order," Bloomberg
quoted the group's lawyer, Russell McRory, Esq., at Robinson Brog
Leinwand Greene Genovese & Gluck P.C., in New York, as saying.

The appeal came a day after Fiat completed the acquisition of
Chrysler's assets, which saved Chrysler from liquidation and
placed a new company in the hands of Fiat.  The closing took
place at 9:00 a.m., June 10, 2009, in the offices of Cadwalader
Wickersham & Taft, the law firm that is advising the U.S.
Treasury Department's auto task force.

The sale transfers most of Chrysler's operations and excludes
eight manufacturing sites, dozens of pieces of real estate,
equipment leases and contracts with 789 U.S. auto dealerships.
Under the deal, Chrysler will receive $2 billion and will be able
to take advantage of Fiat's expertise in making smaller but more
fuel-efficient cars in its US-based factories.  In return, Fiat
will control 20% of Chrysler which could be increased to 35% if
certain milestones are met.  Another 68% of the Company will be
owned by a union trust, while the remaining 12% will be shared by
the U.S. and Canadian governments.

Another group of affected Chrysler dealers represented by Eric
Snyder, Esq., at Siller Wilk LLP, in New York, also appealed the
decision of the Court allowing the Fiat sale.  The dealers include
Bob Taylor Jeep Inc., Dependable Dodge, Eagle Automall, and Iron
Trail Motors LLC, among others.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

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

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

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

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

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


CHRYSLER LLC: Changes Corporate Name to Old Carco After Fiat Sale
-----------------------------------------------------------------
In accordance with the sale order for the transfer of certain of
its assets to Fiat, Chrysler LLC filed with the U.S. Bankruptcy
Court for the Southern District of New York an amended list of
Debtors on June 11, 2009, identifying their new corporate names.

The Chrysler Debtors are now known as:

  -- Old Carco LLC, f/k/a Chrysler LLC

  -- Old Carco LLC Alpha Holding LP

  -- DCC 929, Inc.

  -- Dealer Capital, Inc.

  -- Global Electric Motorcars LLC

  -- NEV Mobile Service LLC

  -- NEV Service LLC

  -- Old Carco Aviation Inc., f/k/a Chrysler Aviation Inc.

  -- Old Carco Dutch Holding LLC, f/k/a Chrysler Dutch Holding
     LLC

  -- Old Carco Dutch Investment LLC, f/k/a Chrysler Dutch
     Investment LLC

  -- Old Carco Dutch Operating Group LLC, f/k/a Chrysler Dutch
     Operating Group LLC

  -- Old Carco Institute of Engineering, f/k/a Chrysler
     Institute of Engineering

  -- Old Carco International Corporation, f/k/a Chrysler
     International Corporation

  -- Old Carco International Limited LLC, f/k/a Chrysler
     International Limited LLC

  -- Old Carco International Services S.A., f/k/a Chrysler
     International Services, S.A.

  -- Old Carco Motors LLC, f/k/a Chrysler Motors LLC

  -- Old Carco Realty Company LLC, f/k/a Chrysler Realty Company
     LLC

  -- Old Carco Service Contracts Florida, Inc., f/k/a Chrysler
     Service Contracts Florida, Inc.

  -- Old Carco Service Contracts Inc., f/k/a Chrysler Service
     Contracts, Inc.

  -- Old Carco Technologies Middle East Ltd., f/k/a Chrysler
     Technologies Middle East Ltd.

  -- Old Carco Transport Inc., f/k/a Chrysler Transport Inc.

  -- Old Carco Vans LLC, f/k/a Chrysler Vans LLC

  -- Peapod Mobility LLC

  -- TPF Asset LLC

  -- TPF Note LLC

  -- Utility Assets LLC

Chrysler also filed a notice of change of case caption for their
Chapter 11 cases as required by the Fiat Sale Order.  The
modified case caption is:

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
--------------------------------------x
                                       :
In re                                 :   Chapter 11
                                       :
Old Carco LLC                         :   Case No. 09-50002 (AJG)
(f/k/a Chrysler LLC), et al.,         :
                                       :   (Jointly Administered)
                             Debtors.  :
                                       :
--------------------------------------x

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.

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

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

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

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

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


CHRYSLER LLC: Discloses More Pacts to Be Assigned to Fiat
---------------------------------------------------------
Chrysler LLC and its affiliates filed with the U.S. Bankruptcy
Court for the Southern District of New York official notices dated
June 10 and June 12, 2009, disclosing the agreements they intend
to assume and assign to New Carco Acquisition LLC.

The Notices are available without charge at:

http://bankrupt.com/misc/ChryslerAssignedContracts_061009_1.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_061209_1.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_061209_2.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_061209_3.pdf

The Notice of Designated Agreements also includes schedules
identifying (i) certain confirmed supplier agreements and
unexpired lease agreements, and (ii) corresponding cure costs
under the Designated Agreements as of April 30, 2009.

               Objections to Assumption of Contracts

(A) Nissan Motor

Nissan Motor Co., Ltd., relates that it signed with the Debtors a
"Memorandum of Understanding (Nissan Titan)," which documents
certain understandings of the parties to negotiate the
manufacture of the Nissan Titan.  Under Section 4 of the
Memorandum provides that the Memorandum would terminate upon
". . . a failure by the Parties to sign a Definitive Agreement by
November 30, 2008 . . . ."

Nissan Motor contends that the parties never signed a Definitive
Agreement or entered a mutual written agreement to extend the
term of the Memorandum.  Therefore, Nissan Motor points out that
the Memorandum expired on its own terms on November 30.  Because
the Memorandum was expired prepetition, it is not an executory
contract and is not eligible for assumption pursuant to Section
365(a) of the Bankruptcy Code.  Nissan Motor, therefore, asks the
Court to deny the Debtors' assumption of the Memorandum.

(B) Eberspaecher

Eberspaecher North America Inc. contends that the Debtors'
proposed cure amount is incorrect.  Eberspaecher tells Judge
Gonzalez that the proper cure amounts for the outstanding
receivables and tooling are:

  * Outstanding Receivables:

    - $105,799 for prepetition shipments to Venezuela, Mopar,
      Graz;

    - $45,946 for postpetition shipments to Venezuela, Mopar,
      Graz;

    - EUR80,912 for service shipments out of Germany billed to
      Mopar/Shap prepetition;

    - $784,370 for retro payments prepetition;

    - $68,399 for LC PT parts prepetition; and

    - $249,895 for prepetition cancellation charges.

  * Tooling:

    - $482,049 for invoiced dated April 27;
    - $99,193 for prototype parts invoiced;
    - $123,464 for prototype tooling;
    - $967,264 LC tooling; and
    - $283,305 for another LC tooling.

(C) Cobasys LLC

Cobasys LLC relates that the Debtors identified a 2006 Chrysler
EMC Testing Services Agreement between Chrysler and Cobasys as a
contract to be assumed and assigned, with a proposed $0 cure
amount.  Cobasys objects to the proposed assumption and
assignment of the Agreement and asserts that it is not an
executory contract.  Cobasys adds that to the extent the Services
Agreement is an executory contract, the cure amount owed is not
$0.

Cobasys asserts that it is unaware of any contract entitled
"Chrysler EMC Testing Services Agreement."  Cobasys assumes that
the reference to the Testing Services Agreement is a reference to
Purchase Order No. K927209l-A.  Cobasys, hence, asks the Court to
(i) deny the Debtors' request to assume and assign the Agreement,
or (ii) in the alternative, condition the assumption and
assignment on the payment of proper cure amount of $282,875.

                     Withdrawn Objections

Several parties withdrew their objections to the Debtors'
assumption and assignment of certain Designated Agreements, and
proposed cure amounts because issues with the Debtors have been
resolved through letter agreements or other agreements.  Other
withdrawing parties did not cite any reason for the withdrawal.

The Withdrawing Parties are:

  -- Affiliated Computer Services, Inc.,
  -- Air Int'l (U.S.) Inc. & Air Int'l Thermal (Aus.) Pty Ltd.,
  -- Autoport Limited,
  -- BRC Rubber & Plastics, Inc.,
  -- Canadian National Railway Company,
  -- CJ&M Transport Inc.,
  -- Computer Consultants of America,
  -- CSX Transportation, Inc.,
  -- Cummins Inc., et al.,
  -- Data Sales Co., Inc.,
  -- Dave Marston Motors, Inc.,
  -- Emerson Electric Company,
  -- Fairmont Sign Company,
  -- First Financial Corporate Services, Inc., et al.,
  -- Florida East Coast Railway, L.L.C.,
  -- GEMS Performance Parts LLC,
  -- Hella Corporate Center USA, Inc., Hella KGaA Hueck & Co.,
  -- Huntington Beach Chrysler Jeep, Inc.,
  -- Hewitt Associates LLC,
  -- Illinois Tool Works Inc.,
  -- International Business Machines Corp. and IBM Credit LLC,
  -- International Crankshaft Inc. & Sumitomo Metal USA, Inc.,
  -- Kayaba Industry Company, Ltd.,
  -- KS Centoco Ltd., et al.,
  -- Mid-West Forge Corporation,
  -- Napa Associates, LLC,
  -- Napa Chrysler, Inc.,
  -- Park Ohio Industries, Inc.,
  -- Reseda Dodge Sales, Inc.,
  -- Robinson & Cole & Burkhalter Kessler Goodman & George LLP,
  -- Shaver Automotive Group, Inc.,
  -- Sumitomo Corporation of America,
  -- The Waggoners Trucking,
  -- Toyoda Gosei, NA,
  -- Tupy S.A. and Tupy American Foundry, Inc., and
  -- Tyco International, Ltd.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

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

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

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

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

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


CHRYSLER LLC: More Firms File Rule 2019 Statements
--------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, several law firms separately filed disclosures and
supplements regarding the creditors and parties-in-interest they
represent in the Debtors' Chapter 11 cases.

The firms are:

(1) Venable LLP representing:

    * Harbor Motors, Inc.
    * Westoaks Chrysler-Dodge, Inc.
    * Orange Coast AMC/JEEP, Inc.
    * Raytheon Professional Services LLC
    * CRAssociates, Inc.

(2) Cleary Gottlieb Steen & Hamilton LLP representing:

    * International Business Machines Corporation
    * IBM Credit LLC

(3) Shipman & Goodwin LLP representing:

    * First Financial Corporate Services, Inc.
    * First Financial Corporate Leasing, LLC

(4) Holland & Knight LLP representing:

    * Best Doctors, Inc.
    * John Bean Technologies Corporation
    * Nielsen Media Research Limited
    * Nielsen IAG, Inc.

(5) Kilpatrick & Associates, P.C. representing:

    * Oakland County Treasurer
    * Wayne County Treasurer
    * Heidtman Steel Products, Inc
    * New Technology Steel, LLC
    * HOEGH Autoliners AS
    * The City of Detroit
    * North America Fuel Systems Remanufacturing, LLC
    * Hapag-Lloyd AG
    * Oakland University

(6) Winston & Strawn, LLP representing:

    * Aspen Marketing Services, Inc.
    * Burgess-Norton Manufacturing Company
    * GEMS Performance Parts LLC
    * International Automotive Components Group North America
      Inc.
    * TransForm Automotive Inc.

(7) Sonnenschein Nath & Rosenthal LLP representing:

    * Komatsu America Industries LLC
    * Schaeffler Group USA Inc.
    * Schaeffler KG
    * Schaeffler Canada
    * LUK GMBH & Co.
    * United States Department of the Treasury
    * Pension Benefit and Guarantee Corporation
    * ATCO Products, Inc.
    * Alma Products Company

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

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

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

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

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

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


CHRYSLER LLC: Retirees Welcome CEO Sergio Marchionne
----------------------------------------------------
Chrysler retirees welcome the appointment of Sergio Marchionne as
the new chief executive officer of Chrysler Group LLC.  Lee
Iococca, as chairman of the National Chrysler Retirement
Organization, notes this development in a letter dated June 12,
2009:

  June 12, 2009

  Welcome to your new family, Mr. Marchionne.

  We are the salaried retirees of Chrysler, and we want to be
  among the first to welcome you to a truly unique auto company.
  A few weeks ago, under your leadership, Chrysler made clear in
  Bankruptcy Court that it would include salaried retirees in
  its future when it agreed to bring most obligations for
  pensions and benefits to the New Company, just as it promised
  to do with UAW retirees.  While there are still some
  exceptions that we hope will be reevaluated, we are grateful
  that the New Company has elected to make its history (that's
  us) part of its future (that's you).

  In return, we wish to commit to you our loyal support.  The
  National Chrysler Retirement Organization (NCRO) represents
  the salaried retirees of Chrysler.  In total, there are some
  19,000 salaried retiree families representing more than
  onequarter million years of collective experience in all areas
  of the company.

  As Chrysler retirees, we believe in Chrysler.  Many of us are
  multi-generational Chrysler families.  Our grandparents,
  parents, sons and daughters were part of Chrysler, and it is
  that sense of "family" that has made this company home for us.

  Each year retirees sell thousands of vehicles to friends,
  family, neighbors and colleagues.  In our local communities,
  we are your greatest advocates, dispelling rumors, debunking
  myths, and being advocates of Chrysler products wherever we
  go.

  We are also willing to do more. As you begin the arduous task
  of bringing the New Company out of bankruptcy, we offer our
  assistance as advisors in any capacity that you might require.
  As a first step, we would be willing to meet with the Chrysler
  human resources team to determine where help is needed and to
  identify historically top-producing volunteers to assist you.
  Just put us to work...

  We remain your "Loyal Retiree Team."

  Chuck Austin,
  President - NCRO
  (Retired 2004 as Engineering Program Mgmt.
  Specialist- Minivan Platform)

  Lee Iacocca
  Honorary Chairman - NCRO
  (Retired 1992 as Chairman & CEO)

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

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

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

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

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

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


CHRYSLER LLC: Ex-Mobil Chief Noto Turns Down Position in NewCo
--------------------------------------------------------------
Lucio Noto, former chief executive officer of Mobil Corp., has
refused to represent Fiat S.p.A. as director of the new Chryler
company, according to a June 12 report by Bloomberg News.

Mr. Noto cited a conflict with his role as director at Penske
Automotive Group Inc., the report said, citing people familiar
with the matter who refused to be identified as the decision has
not yet been announced.  Penske Automotive reportedly signed a
memorandum of understanding to acquire the Saturn brand from
General Motors Corp., which makes it a potential competitor to
Chrysler.

Prior to the Chrysler acquisition, Fiat Executive Alfredo
Altavilla testified at a May 27, 2009 court hearing that Fiat
planned to name Mr. Noto as one of the directors for the new
Chrysler company.  Fiat, which holds a 20% stake in the new
Chrysler company after buying most of the assets of Chrysler LLC,
is running the new company and is entitled to three seats on the
nine-member board.

According to Bloomberg, Professor Gerald Meyers of the University
of Michigan stated was a Mr. Noto was a good choice.  Prof.
Meyers, according to the report, said, "What Fiat needs now is
someone who will concentrate on the business, not on the various
constituents and stakeholders represented by the board."

The new Chrysler company is owned by Fiat, the United Auto
Workers union retiree health care trust fund and the U.S. and
Canadian governments.

The U.S. Treasury named Robert Kidder, former CEO of Borden
Chemical Inc., as board chairman of the new Chrysler company and
will nominate three more board members.  Former Michigan Governor
James Blanchard will represent the union's medical trust.
Meanwhile, the Canadian government has not yet named its
representative.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

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

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

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

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

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


CHRYSLER LLC: Carsdirect Has Free Car Listings to Junked Dealers
----------------------------------------------------------------
CarsDirect announced that it is offering free online used car
inventory listings to recently terminated Chrysler and General
Motors franchise dealers in an effort to help dealers drive sales
during the current transition period.

"Many of our dealer partners who have received termination
notices aren't simply closing up shop," said Ken Potter, vice
president and general manager of automotive sales and industry
relations at CarsDirect.  "Some plan to change brands, while
others are shifting to a used car focus. But the next few months
are crucial.  We hope this offer helps dealers sell more cars as
they work to stay in business and remain fixtures in their
communities during the transition."

CarsDirect will provide any dealership that received a termination
notice from Chrysler or GM with 60 days of free used car listings
on its network of sites, exposing the listings to 25 million
monthly online visitors.  The CarsDirect network includes listings
on the CarsDirect.com Used Car Channel and SellMyCar.com, and
targeted syndication of listings throughout the CarsDirect
Automotive Network, one of the world's largest collections of auto
enthusiast Web sites.

Dealers are free to post their entire used car inventories,
including unlimited photos of each vehicle.  They are also
eligible for a special rate on CarsDirect used inventory listing
products after the conclusion of the 60-day free period.

"Last month, we celebrated the tenth anniversary of CarsDirect,
and many of our dealer partners have been with us since Day One,"
said Potter.  "Our dealers helped us achieve the success we enjoy,
and we're hopeful that this offer helps dealers sell a few more
cars during this uncertain period in the industry.  We are
grateful for our many strong dealer relationships and look at this
as an opportunity to pay our dealers back."

For more details on the no-charge CarsDirect used car listings
program, eligible dealers can call (310) 280-4282 or e-mail
kpotter@carsdirect.com.

                         About CarsDirect

CarsDirect -- http://www.carsdirect.com-- is an online automotive
shopping service and research portal, providing new and used
automobiles and related products and services, such as loan and
lease financing.  CarsDirect is a division of Los Angeles-based
Internet Brands -- http://www.internetbrands.com-- which operates
community and e-commerce consumer Web sites.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

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)


CIT GROUP: S&P Downgrades Counterparty Credit Rating to 'BB-/B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on CIT Group Inc., including its counterparty credit
rating, to 'BB-/B' from 'BBB-/A-3'.  S&P also lowered its ratings
on CIT's hybrid capital instruments to 'CCC+' from 'B+'.  At the
same time, S&P placed its rating on CIT on CreditWatch with
negative implications.

"The downgrade reflects our assessment that CIT's funding profile
has not benefited from converting into a bank holding company to
the degree S&P had expected, which has caused further erosion in
liquidity available to repay maturing obligations and meet lending
commitments," said Standard & Poor's credit analyst Rian M.
Pressman, CFA.  In particular, although the FDIC is still
considering its application, CIT has thus far not been granted
access to TLGP funding.  Moreover, there has been relatively
limited benefit from transfers of loans to CIT Bank.  S&P believes
this has reduced CIT's funding flexibility and forced it to
increase its reliance on less-attractive funding sources,
including secured borrowings and net portfolio run-off.

Even if CIT is ultimately accepted into the TLGP, the degree to
which it might benefit is uncertain.  Any issuance amount is at
the FDIC's discretion and could be less than the $10 billion that
the company would have been able to issue if it had been a BHC as
of October 2008.  S&P also believes that the transfer of assets to
CIT Bank has thus far yielded only limited benefits for the
company's funding profile.  To date, CIT has received permission
(from the Federal Reserve via a waiver of 23A) to transfer only
$5.7 billion in government-guaranteed student loans to CIT Bank.
S&P is unclear as to how receptive regulators are to additional
transfers and at what pace those transfers might occur.

The commercial banking strategy also depends on CIT Bank's ability
to obtain additional brokered deposits and diversify into
alternative deposit types, including retail.  Although CIT Bank
has had some success in raising brokered deposits, its deposit-
raising potential is untested.  S&P believes that deposits will
have to be significantly higher than current levels ($3 billion at
March 31, 2009) and more diversified in terms of product to
materially benefit CIT's funding profile.  S&P regards brokered
deposits as a less-stable funding source than deposits obtained
through a retail branch network, because they are more sensitive
to pricing variations, and as a result tend to be less sticky.

CIT's diminished funding flexibility has forced it to rely
increasingly on loan portfolio net runoff and secured borrowings.
CIT's position as a prominent middle-market lender is likely to
erode if it is unable to rely on unsecured funding.  Moreover, S&P
expects CIT to continue to use its unencumbered assets to support
additional secured financings if it is unable to access TLGP and
move additional assets to CIT Bank.

Although not the primary driver, deteriorating asset quality and
S&P's expectation for continuing operating losses through the
first half of 2010 contributed to this rating action.

Quarterly net losses, diminished financial flexibility, and the
lack of a common equity dividend make a deferral more likely and
justify the four-notch differential between the rating on CIT's
hybrid capital instruments (CCC+/Watch Neg/--) and the long-term
counterparty credit rating.  S&P also believes there is a
heightened risk of conversion to common equity for CIT's
outstanding preferred stock instruments, although management has
given no indication that it is contemplating such a move.

The CreditWatch Negative listing reflects S&P's belief that CIT's
funding and liquidity position will deteriorate prospectively to a
level inconsistent with the rating if it is unable to benefit from
the TLGP and additional transfers of assets to CIT Bank.  S&P's
review will ascertain the ultimate benefit CIT can derive from
these initiatives.  In addition, S&P will review whether the
current and prospective level of balance-sheet encumbrance reduces
the security available to support unsecured bond holders, thus
warranting a one-notch downgrade of CIT's unsecured debt relative
to the long-term counterparty credit rating.  If CIT's liquidity
position and funding costs benefit materially from these
initiatives, S&P will remove the CreditWatch Negative listing and
affirm the ratings within 90 days.


COOPER-STANDARD: To Utilize 30-Day Grace Period for Note Payments
-----------------------------------------------------------------
Cooper-Standard Holdings Inc., the parent company of Cooper-
Standard Automotive Inc., said it would utilize a 30-day grace
period on interest payments scheduled for June 15, 2009, on its 7%
Senior Notes due 2012 and its 8-3/8% Senior Subordinated Notes due
2014 to allow the company and its sponsors to continue discussions
with the company's lenders to increase liquidity and improve its
capital structure.

The company said that the missed interest payments do not
constitute an event of default under the bond indentures governing
the notes and will not constitute an event of default unless the
30-day grace period expires without the interest being paid,
absent an extension or forbearance of such payments.

As of March 31, 2009, the outstanding amount due under the Senior
Notes is $200,000,000 and under the Senior Subordinated Notes is
$323,350,000,

"The challenges facing the automotive industry today are
unprecedented.  While we have been implementing a range of
initiatives to reduce costs, improve operational efficiency and
preserve adequate liquidity, given current global economic and
market realities, it is clear that we must evaluate our options to
improve our financial position and help ensure that we can
continue to be competitive for the long-term.  While we will use
the 30-day grace period to discuss options with our lenders and
other parties, the discussions do not affect our commitment to
continue providing our customers with reliable products and
services, and we do not anticipate that the discussions will
impact our ability to continue to pay our suppliers or our ability
to conduct normal operations in the United States or overseas
markets in the ordinary course of business," said James S. McElya,
Chairman and Chief Executive Officer of Cooper-Standard.

                 About Cooper-Standard Automotive

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems,
which are represented within the company's two operating
divisions: North America and International.  Cooper-Standard
Automotive employs approximately 16,000 people globally with more
than 70 facilities throughout the world.

Cooper-Standard is a privately-held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

The Cypress Group is a New York-based private equity investment
firm founded in 1994.  Since its formation, Cypress has invested
more than $3.5 billion of capital within its two funds.  Cypress
has an extensive track record of making growth-oriented
investments in targeted industry sectors and building equity value
alongside proven management teams.

Goldman Sachs -- http://www.gs.com/pia-- is one of the world's
largest private equity and mezzanine investors, having invested
roughly US$66 billion in over 750 companies globally since 1986
and manages a diverse global portfolio of companies with 120
investment professionals active in the firm's New York, London,
Hong Kong, Tokyo, San Francisco and Mumbai offices.  GS Capital
Partners is the private equity vehicle through which The Goldman
Sachs Group, Inc. conducts its large privately negotiated
corporate equity investment activities.


DAVID CAMIA: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: David Manuel Camia
        25 Avignon Ave.
        Foohill Ranch, CA 92610

Bankruptcy Case No.: 09-15790

Chapter 11 Petition Date: June 12, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Jerome Edelman, Esq.
                  17671 Irvine Blvd, Ste 220
                  Tustin, CA 92780
                  Tel: (714) 505-2700
                  Fax: 714-505-9424

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

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

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

          http://bankrupt.com/misc/cacb09-15790.pdf

The petition was signed by Mr. Camia.


DEL'S HIDE-A-WAY: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Del's Hide-A-Way Park, Ltd.
        P.O. Box 6901
        Albuquerque, NM 87197-6901

Bankruptcy Case No.: 09-12536

Chapter 11 Petition Date: June 12, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: Gary B. Ottinger, Esq.
                  PO Box 1782
                  Albuquerque, NM 87103-1782
                  Tel: (505) 246-8699
                  Fax: (505) 246-9104
                  Email: gboecfiles@qwestoffice.net

Total Assets: $2,105,000

Total Debts: $1,291,555

A list of the Company's 14 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/nmb09-12536.pdf

The petition was signed by Philip D. Sheets and Pamela and Sheets,
general partners of the Company.


DENNIS CANTWELL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Joint Debtors: Dennis J. Cantwell
                  dba Sand Springs Development
               Patricia A. Cantwell
                  aka Pat Cantwell
               9480 Corkscrew Palm Cir., Ste 3
               Estero, FL 33928

Bankruptcy Case No.: 09-12435

Chapter 11 Petition Date: June 12, 2009

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

Debtors' Counsel: Noelle M. Melanson, Esq.
                  Phoenix Law PA
                  12800 University Drive, Suite 260
                  Fort Myers, FL 33907
                  Tel: (239) 461-0101
                  Fax: (239) 244-1976
                  Email: nm@corporationcounsel.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.


DTZ ROCKWOOD: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Property Week reports that DTZ Rockwood LLC has filed for Chapter
11 bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York.

Court documents say that DTZ Rockwood's senior lender has agreed
to extend the maturity of its corporate loans, which were provided
to finance the Company's expansion of its brokerage business,
which had started before the 50% sale to DTZ in 2006.  Property
Week says that under former CEO Mark Struckett, DTZ purchased its
50% stake in Rockwood Realty Associates three years ago for an
initial price of $45 million.

DTZ Rockwood, according to Property Week, said that its bankruptcy
filing "significantly reduces liabilities and distractions
associated with resolving the effects of the firm's prior
expansion strategy."  Property Week notes that the bankruptcy
filing also lets the Company improve its near-term liquidity, so
it can focus on real estate workout and restructuring advisory
services.

DTZ Rockwood subsidiary DTZ Rockwood Asociados and other units are
excluded in the bankruptcy filing, Property Week states.

DTZ Rockwood is a New York-based property services firm.


EDRA BLIXSETH: Ex-Husband Urges Court to Accept Liquidation Plan
----------------------------------------------------------------
California socialite Edra Blixseth, who has racked up personal
debts of at least $157 million, will appear before a federal
bankruptcy judge in Butte, Montana, today to fight a court-ordered
liquidation of her assets.

Yellowstone Club founder and entrepreneur Tim Blixseth, a creditor
in the case, urges the Judge to stick with his plan to liquidate
his ex-wife's estate, with the use of an unbiased, third-party
trustee.

"My ex-wife has a decades-long record of mismanaging money, and I
hope the Bankruptcy Court will liquidate her assets so creditors
can finally recoup some of their losses," Tim Blixseth said.  "She
has been recklessly spending money as if it grows on trees. She
once boasted in a court filing that she could go through $50,000 a
month of extra spending money for 1,500 years, and still not be
happy."

In a new legal "Declaration" filed with the bankruptcy court in
Montana, Mr. Blixseth alleges that his ex-wife squandered tens of
millions of dollars that contributed to her massive bankruptcy.

A full-text copyof the Declaration is available at no charge at
http://www.sevenoaksmedia.com/PDF.pdf

                         Reckless Spending

In the Declaration, Mr. Blixseth explains:

     -- How his ex-wife spent $90,000 on an extravagant "divorce
        celebration party" complete with invitations in the shape
        of a parking meter that read, "Your time has expired" and
        a photo of Tim Blixseth's face. Guests at the party also
        were encouraged to whack a pinata, made to look like
        Blixseth, which contained gold-wrapped chocolate coins.
        Many local merchants who provided goods for the party
        were never paid.

     -- How she frequently spent $15,000 per roundtrip flight to
        shuttle her housekeeper on a private Gulfstream jet, from
        Palm Springs to Seattle, Washington, to clean her condo,
        and would also use the jet just to bring her dogs to her.

     -- How she borrowed $13 million in four days from two banks
        to support her lifestyle, while refusing to pay even the
        smallest of her bills, resulting in some small mom-and-pop
        independent business owners going broke.

                      Mounting Legal Problems

Edra Blixseth's behavior has resulted in mounting legal problems.
Last week, Wachovia Bank accused her in court filings of "fraud"
and using "false pretenses" to obtain $8 million in loans from the
bank.  In February, a federal judge in Colorado issued a warrant
for her arrest following her failure to pay back a $13 million
loan and for ignoring the court's ruling.  Late last month, the
federal bankruptcy judge in Montana concluded that she had abused
the bankruptcy process for her own benefit.  The judge converted
her Chapter 11 bankruptcy protection to a much stricter Chapter 7
liquidation, in which an independent trustee will liquidate her
assets to ensure payment for her many creditors.

In the legal Declaration, Mr. Blixseth for the first time also
details his ex-wife's efforts to demonize him -- she's quoted in
an e-mail as saying "get all fingers pointing at Tim" -- in an
attempt to gain control of the Yellowstone Club, the exclusive
Montana resort he founded in 1999.

"I've sat back patiently and quietly for almost two years, while
watching a well-organized effort to discredit me and to take
control of Yellowstone Club," Mr. Blixseth said.  "But now I am
laying out the story, backed up by hard-hitting facts, of my ex-
wife's out-of-control spending habits and her trail of deceit.
It's a tragic example of what greed, ego and compulsive behavior
can do to a person.  She even borrowed against our children's
funds, in violation of an Agreement designed to protect our
children, just so she could obtain a loan for her own personal
needs."

                      About Edra D. Blixseth

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.

                      About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on November 10, 2008 (Bankr. D. Montana, Case No. 08-61570).
The Company's owner affiliate Edra D. Blixseth, filed for Chapter
11 on March 27, 2009 (Case No. 09-60452).

Connie Sue Martin, Esq., David A. Ernst, Esq., Lawrence R. Ream,
Esq., Richard G. Birinyi, Esq., Stephen Deatherage, Esq., Thomas
L. Hutchinson, Esq., and Troy Greenfield, Esq., at Bullivant
Houser Bailey PC; and James A. Patten, Esq., at Patten, Peterman,
Bekkedahl & Green PLLC, represent the Debtors as counsel.  The
Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO.
The official committee of unsecured creditors in the case are
represented by J. Thomas Beckett, Esq., and David P. Billings,
Esq., at Parsons, Behle and Latimer, as counsel, and James H.
Cossitt, Esq., at local counsel.  Credit Suisse, the prepetition
first lien lender, is represented by Skadden, Arps, Slate, Meagher
& Flom.


EXIDE TECHNOLOGIES: Claims Objection Deadline Extended to July 30
-----------------------------------------------------------------
Reorganized Exide Technologies sought and obtained an order from
the U.S. Bankruptcy Court for the District of Delaware extending
through July 30, 2009, the time within which it may object to
certain claims.

Laura Davis Jones, Esq., at Pachulski Stang Zeihl & Jones LLP, in
Wilmington, Delaware, informed the Court that the Debtor has more
than 6,100 proofs of claim asserted against them.  The Reorganized
Debtor has filed more than 50 omnibus claims objections and
consensually resolved numerous other claims, Ms. Jones said.

Through the efforts of the Reorganized Debtor, the Post-
confirmation Committee of Unsecured Creditors and each of their
professionals, approximately 6,049 Claims have been reviewed,
reconciled and resolved, reducing the total amount of outstanding
Claims by more than $3,400,000,000.  Furthermore, the Reorganized
Debtor has completed 19 quarterly distributions to creditors
under the Joint Plan, consisting of distributions on approximately
2,599 claims for approximately $1,670,000,000, Ms. Jones averred.
Since October 2008, the Reorganized Debtor has not filed any
omnibus claims objections, but has made advancements with respect
to the remaining, more complex claims.  Despite this substantial
progress, the Reorganized Debtor requires additional time to
review and resolve the approximately 78 remaining claims, Ms.
Jones explained.

The extension will provide the Reorganized Debtor and the
Committee with necessary time to continue to evaluate the claims
filed against the estate, prepare and file additional objections
to Claims and, where possible, consensually resolve claims, Ms.
Jones elaborated.  The Reorganized Debtor also asked the Court
that the requested extension be without prejudice to its right to
seek further extensions of the time within which to object to
claims.

By a certification dated May 26, 2009, James E. O'Neill, Esq., at
Pachulzki Stang Ziehl & Jones LLP in Wilmington, Delaware,
informed the Court that upon review of the Court records, no
answer, objection or response from any party was received with
respect to the request.  Objections were due May 21.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.  The Court confirmed Exide's Amended Joint Chapter
11 Plan on April 20, 2004.  The plan took effect on May 5, 2004.

As of March 31, 2009, Exide Technologies disclosed total assets of
$906,558,000, total liabilities of $801,705,000, and total
stockholders' equity of $104,854,000.

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

                          *     *     *

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.  Moody's raised the ratings on the company's asset
based revolving credit facility to Ba2 from Ba3, the senior
secured term loans to Ba3 from B1, and the senior secured junior-
lien notes to B3 from Caa1.  The outlook is stable.  According to
Moody's, the upgrade reflects Exide Technologies' improved credit
metrics that have been achieved as a result of cost reduction
initiatives and successful pricing actions which have offset the
impact of increasing lead costs on the company's operations.
Moody's explained the actions have reduced financial risk and
positioned the company to generate credit metrics consistent with
the B3 rating over the intermediate term.  While Exide benefits
from its geographic and customer diversification, it remains
exposed to cyclical industry conditions, and commodity pricing
pressures.


EXIDE TECHNOLOGIES: Court Extends Removal Deadline
--------------------------------------------------
At Reorganized Exide Technologies' request, the U.S. Bankruptcy
Court for the District of Delaware further extended through
August 10, 2009, the time within which it may file notices of
removal with respect to these state court cases:

(a) Anh-Thi Winkler and William F. Winkler vs. Berks Products
     Corp., Exide Technologies, and Empire Steel Casting, Inc.,
     Case No. 08-2580;

(b) Christopher Orth vs. Berks Products Corp., Exide
     Technologies, and Empire Steel Casting, Inc., Case No.
     08-2584; and

(c) Malcontento v. Enersys, Inc., et al., Case No. 0806-5357.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.  The Court confirmed Exide's Amended Joint Chapter
11 Plan on April 20, 2004.  The plan took effect on May 5, 2004.

As of March 31, 2009, Exide Technologies disclosed total assets of
$906,558,000, total liabilities of $801,705,000, and total
stockholders' equity of $104,854,000.

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

                          *     *     *

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.  Moody's raised the ratings on the company's asset
based revolving credit facility to Ba2 from Ba3, the senior
secured term loans to Ba3 from B1, and the senior secured junior-
lien notes to B3 from Caa1.  The outlook is stable.  According to
Moody's, the upgrade reflects Exide Technologies' improved credit
metrics that have been achieved as a result of cost reduction
initiatives and successful pricing actions which have offset the
impact of increasing lead costs on the company's operations.
Moody's explained the actions have reduced financial risk and
positioned the company to generate credit metrics consistent with
the B3 rating over the intermediate term.  While Exide benefits
from its geographic and customer diversification, it remains
exposed to cyclical industry conditions, and commodity pricing
pressures.


EXTENDED STAY: Files for Chapter 11 Bankruptcy in New York
----------------------------------------------------------
Hotels owner and operator Extended Stay Inc. and 69 affiliates
filed voluntary petitions for relief under Chapter 11 before the
U.S. Bankruptcy Court for the Southern District of New York on
June 15, 2009.

"Extended Stay is in a liquidity crisis that is directly
attributable to the impact of the deteriorating condition and
instability of the financial markets on the expected performance
of the entire hospitality industry," explains Joseph Teichman,
secretary of Extended Stay.

Extended Stay was acquired in June 2007 from the Blackstone Group
by an investor consortium lead by David Lichtenstein, founder and
CEO of The Lightstone Group..  The purchase was financed by loans
totaling $7.4 billion.  Since the acquisition, Extended Stay has
operated in a difficult financial environment, driven by reduced
consumer and commercial spending and high fuel prices.  The
collapse of the financial markets resulted in a substantial
decline in the value of Extended Hotels' mortgage properties,
resulting in severe erosion of the Debtor's enterprise value.  The
Debtors retained Lazard Freres & Co. LLC a financial advisor in
September 2008 to pursue restructuring or recapitalization
alternatives.

As a result of these efforts and facing an imminent liquidity
crisis and worsening operating performance.  Extended Stay
ultimately determined the best alternative for preserving value
was to file for chapter 11 and pursue a restructuring of its debt
based on a pre-negotiated term sheet for a chapter 11 plan.

Extended Stay reached an agreement in principle with a group of
holders of mortgage debt on the terms of a restructuring that
reflects a manageable level of debt and provides Extended Stay
with sufficient liquidity for operations and to make necessary
improvements to ensure Extended Stay's ability to operate as a
going-concern.  The Ad Hoc Mortgage Lender group is represented by
Fried Frank Harris Shriver & Jacobson LLP and Schulte Roth & Zabel
LLP.  The agreement in principle among Extended Stay and the Ad
Hoc Mortgage Lender Group was memorialized in a term sheet, which
contemplates a plan of reorganization that provides that (i)
holders of mortgage loans will receive a new first lien mortgage
loan and the shares of new stock of the reorganized company, (ii)
holders of Mezzanine loans won't receive any distribution, other
than call options, (iii) holders of existing common equity
interests in Extended Stay will not receive any distribution,  and
(iv) holders of preferred equity will receive warrants for up to
10% of the new common stock.  A copy of the Term Sheet is
available at:

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

For their bankruptcy cases, the Debtors have tapped Marcia L.
Goldstein, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal &
Mangess LLP as lead counsel.  Kurtzman Carson Consultants LLC is
claims and noticing agent.

The Debtors have filed before the Bankruptcy Court various "first
day" motions, including proposals to (i) continue honoring
customer programs, (ii) use their lenders' cash collateral and
(iii) reimburse HVM LLC for critical operating expenses.  A
hearing to consider the First Day Motions has been scheduled for
June 16, 2009 at 11:00 a.m. (Eastern Time) before the Honorable
James M. Peck.

All Extended Stay hotels are managed by HVM LLC, an entity that is
affiliated with, but not directly owned by, the Extended Stay
family of companies.  HVM, on behalf of Extended Stay, pays all
property level expenses of the hotels, contracts with service
providers and purchases all goods and materials utilized in the
operation of the business.  HVM employs approximately 10,000
employees in connection with the operation of the hotels at any
given point in time.  The Debtors propose to reimburse HVM
approximately $22,800,000 for expenses it will need to pay during
the 20 days following the petition date.

The Debtors project this cash flow during the first 30 days of
their Chapter 11 cases:

     Cash Receipts             $73 million
     Cash Disbursements        $67 million
                            --------------
     Net Cash Gain              $6 million

     Unpaid Obligations        $30 million
     Unpaid Receivables         $5 million

                    Lawsuit from Creditors

The Wall Street Journal relates that Extended Stay was facing a
lawsuit among creditors -- which include Bank of America and its
Merrill Lynch unit, Wells Fargo & Co.'s Wachovia, and Bear Stearns
Cos. -- who hold debt from the $8 billion buyout by Lightstone
Group LLC, Lightstone Group, one of the country's largest private
real estate investors.  According to WSJ, creditors have been in
talks with Lightstone over a possible restructuring of the debt
since last year.

Lightstone, says WSJ, acquired Extended Stay from Blackstone Group
LP in April 2007 in a deal that was highly leveraged, making the
Company especially vulnerable to a market downturn.  WSJ states
that Extended Stay has $4.1 billion in a senior first mortgage
that was mostly sold to investors as commercial-mortgage-backed
securities.  WSJ relates that Extended Stay also has $3.3 billion
of mezzanine debt divided into 10 classes ranked one through 10 in
seniority.  According to WSJ, the senior and mezzanine loans
matured on Friday, with extension options.

WSJ states that creditors and Lightstone's owner, David
Lichtenstein, went into restructuring negotiations in 2008 when it
was clear that Extended Stay would soon fall short on paying debt
service due to the market downturn.

Citing people familiar with the matter, WSJ relates that there was
a deal that would have involved mezzanine investors exchanging
their debt for preferred equity in the property, but that deal
collapsed.

Sources said that Wachovia, the servicer of the mezzanine and
first mortgage debt as well as a lender, declared a default in May
2009, after Extended Stay failed to pay a $3.5 million late phone
bill, WSJ reports.

According to WSJ, a group of investors that bought hundreds of
millions of dollars of mezzanine debt have filed lawsuits,
alleging that lenders that provided $7.4 billion in financing to
Lightstone are engaged in a scheme to take over Extended Stay and
wipe out the mezzanine investors.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

BHAC Capital IV, L.L.C., holds 100% of the common stock of
Extended Stay.  In order to meet REIT requirements, ESI had 125
preferred stock investors, but at present the number has been
reduced to 90.


EXTENDED STAY: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Extended Stay Inc.
        460 Park Avenue, 13th Floor
        New York, NY 10022

Bankruptcy Case No.: 09-13764

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
ESA P Portfolio L.L.C.                             09-13765
Homestead Village L.L.C.                           09-13766
ESA 2005 Portfolio L.L.C.                          09-13767
ESA MD Beneficiary L.L.C.                          09-13768
ESA P Portfolio MD Trust                           09-13769
ESA 2005-San Jose L.L.C.                           09-13770
ESA MD Properties Business Trust                   09-13771
ESA P Portfolio MD Beneficiary L.L.C.              09-13772
ESA 2005- Waltham L.L.C.                           09-13773
ESA Canada Properties Trust                        09-13774
ESA Acquisition Properties L.L.C.                  09-13775
ESA Canada Trustee Inc.                            09-13776
ESH/Homestead Mezz 5 L.L.C.                        09-13777
ESH/Homestead Portfolio L.L.C.                     09-13778
ESA Canada Beneficiary Inc.                        09-13779
ESA Alaska L.L.C.                                  09-13780
ESA P Mezz 5 L.L.C.                                09-13781
ESA UD Properties L.L.C.                           09-13782
ESA 2007 Operating Lessee Inc.                     09-13783
ESA Mezz 5 L.L.C.                                  09-13784
ESA Canada Properties Borrower L.L.C.              09-13785
ESH/HV Properties L.L.C.                           09-13786
ESA 2005 Operating Lessee Inc.                     09-13787
ESH/Homestead Mezz 6 L.L.C.                        09-13788
ESA Operating Lessee Inc.                          09-13789
ESH/MSTX Property L.P.                             09-13790
ESA FL Properties L.L.C.                           09-13791
ESA P Mezz 6 L.L.C.                                09-13792
ESH/TN Properties L.L.C.                           09-13793
ESA MD Borrower L.L.C.                             09-13794
ESA P Portfolio Operating Lessee Inc.              09-13795
ESA Mezz 6 L.L.C.                                  09-13796
ESA Business Trust                                 09-13797
ESA MN Properties L.L.C.                           09-13798
ESA Management L.L.C.                              09-13799
ESA P Portfolio Holdings L.L.C.                    09-13800
ESH/Homestead Mezz 7 L.L.C.                        09-13801
ESH/TX Properties L.P.                             09-13802
ESA P Portfolio MD Borrower L.L.C.                 09-13803
ESA Canada Operating Lessee Inc.                   09-13804
ESH/Homestead Mezz L.L.C.                          09-13805
ESA P Mezz 7 L.L.C.                                09-13806
ESA P Portfolio PA Properties L.L.C.               09-13807
Extended Stay Hotels L.L.C.                        09-13808
ESA P Portfolio TXNC Properties L.P.               09-13809
ESA Mezz 7 L.L.C.                                  09-13810
ESA PA Properties L.L.C.                           09-13811
ESH/Homestead Mezz 8 L.L.C.                        09-13812
ESA P Mezz L.L.C.                                  09-13813
ESA P Mezz 8 L.L.C.                                09-13814
ESA Properties L.L.C.                              09-13815
ESA Mezz L.L.C.                                    09-13816
ESA Mezz 8 L.L.C.                                  09-13817
ESA TX Properties L.P.                             09-13818
ESH/Homestead Mezz 2 L.L.C.                        09-13819
ESA P Mezz 2 L.L.C.                                09-13820
ESH/Homestead Mezz 9 L.L.C.                        09-13821
ESA P Mezz 9 L.L.C.                                09-13822
ESA Mezz 2 L.L.C.                                  09-13823
ESA Mezz 9 L.L.C.                                  09-13824
ESH/Homestead Mezz 10 L.L.C.                       09-13825
ESH/Homestead Mezz 3 L.L.C.                        09-13826
ESA P Mezz 10 L.L.C.                               09-13827
ESA P Mezz 3 L.L.C.                                09-13828
ESA Mezz 10 L.L.C.                                 09-13829
ESA Mezz 3 L.L.C.                                  09-13830
ESH/Homestead Mezz 4 L.L.C.                        09-13831
ESA P Mezz 4 L.L.C.                                09-13832
ESA Mezz 4 L.L.C.                                  09-13833

Type of Business: The Debtors operate hotels and motels
                  See http://www.extendedstayamerica.com/

Chapter 11 Petition Date: June 15, 2009

Court: Southern District of New York (Manhattan)

Judge: James M. Peck

Debtors' Counsel: Jacqueline Marcus, Esq.
                  jacqueline.marcus@weil.com
                  Marcia L. Goldstein, Esq.
                  marcia.goldstein@weil.com
                  Weil Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8214
                  Fax: (212) 735-4919

Debtors'
Financial Advisor: Lazard Freres & Co. LLC
                   30 Rockefeller Plaza
                   New York, NY 10020
                   http://www.lazard.com/

Debtors'
Claims Agent: Kurtzman Carson Consultants LLC
              2335 Alaska Avenue
              El Segundo, CA 90245
              Tel: (310) 823-9000

Financial Condidtion as of Dec. 31, 2008:

    Consolidated Assets: $7.1 billion
    Consolidated Debts: $7.6 billion.

BHAC Capital IV LLC owns 100% of the equity interests of the
Debtor.  The Debtor does not directly or indirectly own 10% or
more of any class of equity interests in any corporation whose
securities are publicly traded.

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Manufacturers and Traders      9 7/8% Senior     $8,542,538
Trust Company                  Subordinated
One M&T Plaza                  Notes due
Buffalo, NY 14203              June 15, 2011
Attn.: Russell T. Whitley
Tel: (716) 842-5602
Fax: (716) 842-4474

Thomson Property               fees              $208,418
Tax Services
33317 Treasury Center
Chicago, IL 60694-3300
Attn.: Chris Boyer
Tel: (404) 942-6349
Fax: (404) 631-9051

Zurich North America           Insurance         $46,734
8745 Paysphere Circle
Chicago, IL 60674
Attn: Joe Linkous
Tel: (312) 496-9328
Fax: (312) 496-9030

Siver
9400 Fourth St. N., Ste. 119   fees              $19,690
St. Petersburg, FL 33702
Attn: George Erickson
Tel: (727) 577-2780
Fax: (727) 579-8692

K C M                          fees              $3,932
16905 Simpson Circle
Paeonian Springs, VA 20129
Attn: Legal Dept.
Tel: (540) 882-3100
Fax: (540) 882-3770

The Debtors' Five Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------

Wachovia Bank. N.A.            Holds positions   $980,000,000
375 Park Avenue, 5th Floor     in Mezz B-E. G-
New York , New York 10152      I; collateral is
Tel: (212) 214-5414            equity in Mezz
Fax: (212) 214-6114            levels beneath
                               those positions.

                               Holds positions   $515,000,000
                               in Mortgage
                               Loan; collateral
                               consists of the
                               Mortgaged
                               Properties


Bank of America N.A.           Hold s positions  $958,200,000
One Bryant Park                in Mezz A-I;
New York. New York 10036       collateral is
Tel: (616) 855-2457            equity in Mezz
Fax: (616) 855-1767            levels beneath
                               those positions.

                               Holds positions   $400,000,000
                               in Mortgage
                               Loan; collateral
                               consists of the
                               Mortgaged
                               Properties.


Bear Sreams/Blackrock          Hold s positions  $795,800,000
40 Eas t 52nd Street           in Mezz A-I;
New York. New York 10022       collateral is
Tel: (212) 810-5556            equity in Mezz
Fax: (212) 810-5529            levels beneath
                               those positions.

                               Holds positions   $273,600,000
                               in Mortgage
                               Loan; collateral
                               consists of the
                               Mortgaged
                               Properties.


Cerberus Capital               Holds positions   $700,000,000
Management L.P.                in Mortgage
299 Park Avenue                Loan; collateral
New York. New York 10171       consists of the
Tel: (212) 891-2100            Mortgaged
                               Properties.


Cemerbridge                    Holds positions   $400,000,000
375 Park Avenue, 12th Floor    in Mortgage
New York, New York 10152       Loan; collateral
Tel: (212) 672-4675            consists of the
Fax: (212) 672-4622            Mortgaged
                               Properties.


UBS                            Holds positions   $267,000,000
1285 Avenue of the Americas    in Mortgage
New York , New York 10019      Loan; collateral
Tel: (212) 713-6282            consists of the
Fax: (212) 713-9258            Mortgaged
                               Properties.

Extended Stay's petition was signed by Joseph Teichman, secretary
and general counsel.


FILENE'S BASEMENT: Syms & Vornado Win Auction With $63MM Bid
------------------------------------------------------------
Rachel Feintzeig at The Wall Street Journal reports that Syms
Corp. and Vornado Realty Trust emerged as the winning bidder for
Filene's Basement Inc. on Monday.

Citing Filene's Basement Chief Restructuring Office Alan Cohen,
WSJ relates that Syms and Vornado offered about $63 million in
cash, which ensures that the Company's 22 outlets will remain open
and creditors will see significant repayment.  According to WSJ,
Mr. Cohen said that unsecured creditors could recover "north of
70%" of their claims.

Reuters reported earlier that Terry Corrigan of Abacus Advisors,
which oversees Filene's restructuring, said that Syms and Vornado
raised their joint bid for the Company to $61.3 million from
$60 million.

As reported by the Troubled Company Reporter on June 15, 2009,
Filene's Basement is reopening its auction for its chain of
department stores, after prematurely declaring Men's Wearhouse
Inc. as winner.  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.  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.

WSJ states that a hearing is set for Wednesday on whether the
Court will approve Filene's sale to Syms and Vornado.

                         About Filene's

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

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

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


GATEWAY CASINOS: Moody's Junks Corporate Family Rating From 'B3'
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Gateway Casinos
and Entertainment, Inc., based on a continuation of significant
leverage, earnings challenges related to weak gaming demand
trends, slower than expected ramp-up of its Grand Villa Burnaby
expansion, and heightened competition among existing casino
operators.  The outlook is negative.

Ratings lowered and assessments revised:

  -- Corporate Family Rating to Caa2 from B3

  -- Probability of Default rating to Caa2 from B3

  -- C$575 million 1st lien term loan due 2014 to B3 (LGD 2, 29%)
     from B1 (LGD 3, 31%)

  -- C$115 million 1st lien delayed draw term loan due 2014 to B3
     (LGD 2, 29%) from B1 (LGD 3, 31%)

  -- C$15 million 1st lien revolver expiring 2013 to B3 (LGD 2,
     29%) from B1 (LGD 3, 31%)

  -- C$400 million 2nd lien term loan due 2015 to Caa3 (LGD 5,
     83%) from Caa2 (LGD 5, 85%)

The downgrade is also based on Moody's view that without a
significant improvement in operating results or a meaningful
equity contribution, Gateway's capital structure is not
sustainable in its current form, and may require some form of
restructuring that involves a level of impairment.  Debt/EBITDA
(including capital recoveries) continues to hover above 10 times.

The negative outlook considers that despite Gateway's cost cutting
initiatives and the assumption of certain operating expenses by
its parent company, the difficult economic environment along with
continued intense competition and existing smoking ban in British
Columbia will make it difficult for the company to reduce leverage
in the foreseeable future.  Moody's also believes that these
factors will continue to challenge the company's ability with
respect to meeting the minimum EBITDA requirement contained in its
bank covenants, as well as the total debt/EBITDA test that begins
in March 2010.

Moody's previous rating action related to Gateway occurred on
November 17, 2008, when the company's Corporate Family Rating and
Probability of Default Rating were lowered to B3 from B2 and a
negative rating outlook was assigned.

Gateway Casinos and Entertainment, Inc. owns and operates nine
casinos throughout Canada.  The company generates approximately
C$240 million of annual revenue.


GENERAL MOTORS: Court Approves Trading Restrictions on GM Stock
---------------------------------------------------------------
On June 1, 2009, General Motors Corp., et al., sought and obtained
on an interim basis, the U.S. Bankruptcy Court for the Southern
District of New York's authority to establish procedures, nunc pro
tunc to the Petition Date, to protect the potential value of their
Tax Attributes.

The Debtors estimate that as of June 1, 2009, they have incurred,
for U.S. federal income tax purposes, consolidated net operating
losses in excess of $16,000,000,000, and foreign tax credit and
other excess credit carryforwards in excess of $5,000,000,000.
In addition, the Debtors have substantial tax basis in their
assets.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, the Debtors' counsel, told Judge Gerber during the June 1
first day hearing that the Debtors' Tax Attributes are valuable
assets of the Debtors' estates because the Internal Revenue Code
of 1986, as amended, generally permits corporations to carry over
their losses and tax credits to offset future income, thereby
reducing the tax liability of the Debtors, following the 363
Transaction.

The ability of the Debtors and New GM to use the Debtors' Tax
Attributes to reduce future tax liability is subject to certain
statutory limitations.  Sections 382 and 383 of the Tax Code limit
a corporation's use of its NOLs, tax credits and certain other tax
attributes to offset future income or tax after the corporation
experiences an "ownership change," which generally occurs when the
percentage of a loss corporation's equity held by one or more "5%
shareholders" increases by more than 50 percentage points over the
lowest percentage of stock owned by that shareholder at any time
during the relevant testing period.  A Section 382 ownership
change prior to the effective date of a Chapter 11 plan of
reorganization and, particularly, prior to the 363 Transaction,
would effectively eliminate the ability of the Debtors and New GM
to use the Debtors' Tax Attributes, thereby resulting in a
significant loss of value, Mr. Karotkin said.

Pursuant to the Court's interim order, any person or Entity that
beneficially owns, at any time on or after June 1, 2009, GM Stock
in an amount sufficient to qualify that person or Entity as a
Substantial Equity holder will file with the Court, a Notice of
Substantial Stock Ownership on or before the date that is the
later of June 12, 2009, 10 days after the entry of a final order,
as applicable, or 10 days after that person or Entity qualifies as
a Substantial Equity holder.

A "Substantial Equityholder" is any person or Entity that
beneficially owns at least 27,000,000 shares of GM's common
stock, which represents approximately 4.5% of all issued and
outstanding shares of GM's common stock.

At least 15 business days prior to the proposed date of any
acquisition or disposition of equity securities that would result
in an increase or decrease in the amount of GM Stock beneficially
owned by any person, that person or entity will file with the
Court a Notice of Intent to Purchase or Dispose accumulate GM
Stock.

The Debtors and any official committee of unsecured creditors will
have 10 business days after the filing of an Equity Trading Notice
to file with the Court and serve on a Proposed Equity Transferee
or a Proposed Equity Transferor, as the case may be, an objection
to any proposed transfer of equity securities described in the
Equity Trading Notice on the grounds that the transfer may
adversely affect the Debtors' ability to utilize the Tax
Attributes as a result of an ownership change under Section 382 or
383 of the Tax Code.

If the Debtors or a creditors' committee file an Equity Objection
by the Equity Objection Deadline, then the Proposed Equity
Transaction will not be effective unless approved by a final and
non-appealable order of the Court.  If the Debtors or a creditors'
committee does not file an Equity Objection by the Equity
Objection Deadline, or if the Debtors and the creditors' committee
provide written authorization to the Proposed Equity Transferee or
the Proposed Equity Transferor, as the case may be, approves the
Proposed Equity Transaction prior to the Equity Objection
Deadline, then the Proposed Equity Transaction may proceed solely
as specifically described in the Equity Trading Notice.

Effective as of June 1, 2009, and until further order of the Court
to the contrary, any acquisition, disposition or other transfer of
equity securities of the Debtors will be deemed in violation of
the Equity Trading Procedures and a violation of the automatic
stay under Sections 105(a) and 362 of the Bankruptcy Code.

Any purchase, sale, or other transfer of equity securities in the
Debtors in violation of the procedures will be null and void ab
initio and will confer no rights on the transferee.

The Debtors may waive, in writing, any and all restrictions,
stays, and notification procedures contained in this Motion,
provided that pending and after the 363 Transaction, the Debtors
will not grant any waiver without the written consent of New GM,
which consent must not be unreasonably withheld.

Full-text copies of the proposed forms of notices are available
for free at:

Interim Procedures Notice: http://bankrupt.com/misc/gm_ipn.pdf
Final Procedures Notice: http://bankrupt.com/misc/gm_fpn.pdf
Substantial Stock Ownership: http//bankrupt.com/misc/gm_sson.pdf
Equity Acquisition Notice: http://bankrupt.com/misc/gm_ean.pdf
Equity Disposition Notice: http://bankrupt.com/misc/gm_edn.pdf

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under 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.

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.

As of March 31, 2009, GM had $82.2 billion in total assets and
$172.8 billion in total liabilities, resulting in a $90.5 billion
stockholders' deficit.

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)


GEORGE PAPAS: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: George Thomas Papas
        5634 Waverly Avenue
        La Jolla, CA 92037

Bankruptcy Case No.: 09-08325

Chapter 11 Petition Date: June 12, 2009

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

Judge: Louise DeCarl Adler

Debtor's Counsel: John L. Smaha, Esq.
                  Smaha Law Group, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  Email: jsmaha@smaha.com

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

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

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

         http://bankrupt.com/misc/casb09-08325.pdf

The petition was signed by Mr. Papas.


GEORGIA GULF: Noteholders Extend Forbearances Until July 15
-----------------------------------------------------------
Georgia Gulf Corporation has entered into extended forbearance
agreements with the holders of its 9.5% Senior Notes due 2014 and
10.75% Senior Subordinated Notes due 2016 comprising the requisite
percentages to ensure that the indebtedness may not be accelerated
under the indentures for the notes by the holders prior to the
earlier of July 15, 2009, and the first day on which:

   (i) holders of at least 25% of the Company's 7.125%
       Senior Notes due 2013, the 2014 notes or the 2016 notes
       have the right to accelerate the indebtedness or

  (ii) the requisite lenders under the senior secured credit
       agreement have the right to accelerate indebtedness
       thereunder,

in each case due to $34.5 million of interest payments due
April 15, 2009, under the 2014 notes and 2016 notes being withheld
by the Company.

The requisite holders of the 2013 notes have provided a similar
agreement.  The forbearance agreements were entered into with over
84%, 79% and 53% of the holders of the Company's 2014 senior
notes, 2016 senior subordinated notes and 2013 senior notes,
respectively.  All three of the notes issuances are the subject of
previously announced private exchange offers.

              Senior Secured Credit Agreement Amended,
                 $3.6MM Interest Payment Withheld

Georgia Gulf also has received from its senior secured lenders an
amendment to its senior secured credit agreement that allows the
Company to:

   -- continue to withhold the $34.5 million of interest payments
      due April 15, 2009, on its 2014 senior notes and 2016 senior
      subordinated notes; and

   -- withhold the $3.6 million interest payment due June 15,
      2009, on its 2013 senior notes,

without constituting a default under the credit agreement until
the earlier of July 15, 2009 or the first day holders of 25% or
more of the aggregate principal amount of its 2013 senior notes,
2014 senior notes, or 2016 senior subordinated notes have the
right to accelerate the indebtedness under the notes or to
exercise any other remedies.

Accordingly, the Company has withheld $3.6 million of interest due
June 15, 2009 on the 2013 senior notes.  Under the indenture
governing the 2013 notes, the Company has a 30-day grace period to
pay the withheld interest before the noteholders can seek
remedies.

All three of the Company's note issues are the subject of
currently pending private exchange offers.  As a result of the
amendment to the senior secured credit agreement, the Company
cannot issue second lien notes as currently contemplated by the
exchange offers absent further bank approval.

The amendment also revised the definition of "consolidated net
income" to exclude any gain or loss in respect of the modification
or exchange of debt instruments in accordance with EITF Issue No.
96-19, "Debtors Accounting for a Modification or Exchange of Debt
Instruments," and any "cancellation of debt" income arising from
the cancellation of indebtedness pursuant to an exchange offer or
otherwise.  As a result of this amendment, the $121.0 million non-
cash gain on the substantial modification of the Term Loan B
recorded in the Company's statement of operations for the three
months ended March 31, 2009 will be excluded from "consolidated
net income" for purposes of determining covenant compliance under
the senior secured credit agreement.

An acceleration of indebtedness under any issue of the notes or
the senior secured credit agreement would constitute cross
defaults under the Company's other note issues and its senior
secured credit agreement, permitting the holders of such debt to
accelerate the same.  The acceleration would also result in a
cross default under the Company's asset securitization agreement,
permitting the lenders to terminate that agreement.  In that
event, the Company would be prevented from selling additional
receivables under the asset securitization agreement.  If the
Company was to lose access to funding under both the senior
secured credit agreement and the asset securitization agreement,
the Company would be required to immediately explore alternatives
which could include a potential reorganization or restructuring
under the bankruptcy laws.

                 Exchange Offer Extended to July 1

The Company also has extended the early participation deadline and
the expiration date for the exchange offers until 12:00 midnight,
New York City time July 1, 2009.  The exchange offers provide for
the exchange of the three issues of outstanding notes totaling
$800 million in aggregate principal amount for $250,000,000
aggregate principal amount of 15% Senior Secured Second Lien Notes
due 2014 and 6,922,255 shares of Georgia Gulf common stock.  As a
result of the most recent amendment to the senior secured credit
agreement, the Company cannot issue the new notes absent further
bank approval.

Each exchange offer will expire at 12:00 midnight, New York City
time, on July 1, 2009, unless extended.  As of June 12, 2009
approximately $14.3 million, $14.6 million and $150 thousand of
the $100 million, $500 million and $200 million in principal
amount outstanding of the 2013, 2014 and 2016 notes had been
tendered in the exchange offers.  Full details of the exchange
offers and related consent solicitations are included in the
offering memorandum for these exchange offers, copies of which are
available to Eligible Holders from Global Bondholder Services
Corporation, the information agent, by calling (212) 430-3774 or
toll free at (866) 873-7700.

The exchange offers have been made, and the new notes and shares
of common stock are being offered and will be issued, in a private
transaction in reliance upon an exemption from the registration
requirements of the Securities Act of 1933, only to holders of the
notes (i) in the United States, that are "qualified institutional
buyers," as that term is defined in Rule 144A under the Securities
Act, or (ii) outside the United States, that are persons other
than "U.S. persons," as that term is defined in Rule 902 under the
Securities Act, in offshore transactions in reliance upon
Regulation S under the Securities Act.

Neither the new notes nor the shares of common stock have been
registered under the Securities Act of 1933 or any state
securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements.

                       About Georgia Gulf

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

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

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

                           *     *     *

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


GRAND PRIX: June 23 Hearing Set to Approve Master Settlement Pact
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey ahs
scheduled a hearing on June 23, 2009, at 10:00 a.m. (Eastern Time)
to consider the motion by Plaza management Overseas S.A., in its
capacity as the foreign representative in Grand Prix Associates
Inc. and its debtor-affiliates' Chapter 15 jointly administered
cases, for an order approving the Master Settlement Agreement and
Transaction Agreement entered into by the Debtors.

The specific details regarding the terms of the settlement
agreement and the proposed sale and transfer of certain of the BVI
Debtors' limited partnership interests representing investments in
numerous private equity investment funds are provided in the
motion and the various exhibits attached to the motion.

The sale and transfer of the BVI Debtors' limited partnership
interests will extinguish any and all competing claims or rights
in such limited partnership interests.  Any person or entity
asserting a competing claim or right in such limited partnership
interest, as a creditor of Plaza, the BVI Debtors, Blackthorne
Property, Inc., Dickson Invest & Trade Ltd, or otherwise, must
present such claims or rights in such limited partnership
interests to the Court at the hearing.

A copy of the motion may be obtained by making a request in
writing to:

     Moses & Singer LLP
     Attn: Mark Parry, Esq.
     The Chrysler Building
     405 Lexington Avenue
     New York, NY 10174
     Tel: (212) 554-7800
     Email: mparry@mosessinger.com

Objections or other response to the motion must be filed with the
Bankruptcy Court, together with proof of service, so as to be
received no later than 5:00 p.m. (Eastern Daylight Time) on
June 16, 2009.

Based in the British Virgin Islands, Grand Prix Associates Inc. --
http://www.grandprixassociates.vg/-- together with is debtor-
affiliates operate a private investment holding company.  On March
18, 2009, Plaza Management Overseas S.A., in its capacity as the
foreign representative of the Debtors, filed for Chapter 15 with
the U.S. Bankruptcy Court for the District of New Jersey, seeking
recognition of the Debtors' insolvency proceedings currently
pending in the Eastern Caribbean Supreme Court, High Court of
Justice, British Virgin islands as a "foreign main proceedings"
pursuant to Section 1517 of the Bankruptcy Code.

The Chapter 15 filings were allegedly triggered by disputes over
obligations with Credit Suisse Strategic Partners.  The New Jersey
filings were commenced to protect the companies' US-based assets.


GREEKTOWN CASINO: Court Sets July 20 Disclosure Statement Hearing
-----------------------------------------------------------------
Greektown Holdings LLC and its debtor-affiliates, together with
Merrill Lynch Capital Corporation, as administrative agent for the
DIP Lenders, delivered to the U.S. Bankruptcy Court for the
Eastern District of Michigan a joint plan of reorganization and an
accompanying disclosure statement on June 1, 2009.

Cliff Vallier, authorized officer of Greektown, relates that the
Plan contemplates the execution of these transactions:

  (1) After Plan Confirmation, Greektown Holdings LLC, Greektown
      Casino LLC, Contract Builders Corporation, and Realty
      Equity Company, Inc., will continue to exist as
      Reorganized Holdings, Reorganized Casino, Reorganized
      Builders, and Reorganized Realty.  Each entity will retain
      all of the assets held by the predecessor entity as of the
      date of confirmation of the Plan.

  (2) With the exception of certain causes of action, all assets
      of each of the non-reorganizing Debtor Greektown Holdings
      II, Inc., Trappers GC Partner LLC, Monroe Partners LLC,
      and Kewadin Greektown Casino LLC, will be transferred to
      Reorganized Casino, free and clear of all claims and
      encumbrances.  As soon as practicable, each of the Non-
      reorganizing Debtors will be dissolved.  The Non-
      reorganizing Debtors' Causes of Action will be transferred
      to Reorganized Holdings.

  (3) Except as otherwise provided in the Plan, all agreements,
      instruments, and other documents evidencing any equity
      interest in Greektown Holdings, or in any of the Non-
      reorganizing Debtors, and any right of any holder will be
      deemed cancelled, discharged, and of no force or effect.

  (4) All intercompany executory contracts will be rejected; all
      intercompany claims will be eliminated; and all
      intercompany interests in Greektown Holdings and each of
      the Non-reorganizing Debtors will be cancelled, but all
      other intercompany interests will be  retained.

  (5) The Plan Proponents may continue to market the Debtors'
      assets for sale to prospective purchasers and may, at any
      time on or before two-weeks before the date set for a
      confirmation hearing, accept an alternative proposal,
      subject to the certain conditions.

  (6) Reorganized Holdings will issue new equity on a pro rata
      basis to the Prepetition Lenders or their designees,
      provided that if an alternative proposal is accepted,
      Reorganized Holdings will issue the New Equity as provided
      for in the Alternative Proposal.

  (7) The Debtors or Reorganized Debtors may obtain exit
      financing, including a revolving line of credit or any
      other credit facility, subject to certain limitations.

The Plan Proponents inform the Court that after careful review of
the Debtors' current business operations, estimated recoveries in
a liquidation scenario, and the prospects of an ongoing business,
they have concluded that the creditors' recovery will be
maximized by the reorganization contemplated by the Plan.

Specifically, the Debtors believe that their businesses and
assets have significant value that would not be realized in a
liquidation, either in whole or in substantial part.

              Designation and Treatment of Claims

The Plan also designates similar claims into classes and proposes
recoveries for claim and interest holders:

  Claim/Interest    Plan Treatment                Est. Recovery
  --------------    -------------                 -------------
  Administrative    Cash payment equal to the            100%
  Claims            unpaid Allowed portion of
                    the Claim.

  Priority Tax      Equal cash payments equal to         100%
  Claims            the unpaid Allowed portion,
                    plus simple interest at the
                    rate required by law or set
                    by the Bankruptcy Court, paid
                    over a period not to exceed
                    five years from the
                    Petition Date

  Other Priority    Cash payment equal to the            100%
  Claims            unpaid Allowed portion
                    of the Claim, paid on the
                    Plan's Effective Date

  Class 1:          Pro Rata share of the Plan Note    [___]%
  DIP Lenders'
  Claims Against
  Holdings

  Class 2:          Either (a) Pro Rata share of       [___]%
  Prepetition       (i) the New Equity of
  Lenders' Claims   Reorganized Holdings and
  Against Holdings  (ii) the Additional Plan Note;
                    or (b) if an Alternative
                    Proposal is accepted, Pro Rata
                    share of the Alternative Proposal
                    distribution

  Class 3:          In the  Reorganized Debtors'       [___]%
  Other Allowed     full discretion, either
  Secured Claims    (i) the value of the Holder's
  Against Holdings  Allowed Secured Claim or,
                    (ii) return of the collateral
                    securing the Holder's Secured
                    Claim

  Class 4: Bond     No distribution                        0%
  Claims Against
  Holdings

  Class 5:          No distribution                        0%
  General Unsecured
  Claims Against
  Holdings

  Class 6:          No distribution                        0%
  Interests in
  Holdings

  Class 7:          Pro Rata share of the Plan Note    [___]%
  DIP Lenders'
  Claims Against
  Casino

  Class 8:          Either (a) Pro Rata share of       [___]%
  Prepetition       (i) the New Equity of Reorganized
  Lenders' Claims   Holdings and (ii) the Additional
  Against Casino    Plan Note; or (b) if an
                    Alternative Proposal is accepted,
                    Pro Rata share of the Alternative
                    Proposal distribution

  Class 9:          In the Reorganized Debtors full    [___]%
  Other Allowed     discretion, either (i) the value
  Secured Claims    of the Holder's Allowed Secured
  Against Casino    Secured Claim or, (ii) return of
                    the collateral securing the
                    Holder's Secured Claim

  Class 10:         Pro Rata share of the Unsecured    [___]%
  General           Distribution Fund, paid in two
  Unsecured         equal installments 6 and 12
  Claims            months after the Effective Date
  Against Casino

  Class 11:         Both (i) a Pro Rata share of       [___]%
  Trade Claims      the Trade Distribution Fund,
  Against Casino    paid in two equal installments
                    6 and 12 months after the
                    Effective Date, and (ii) a
                    release from Avoidance Claims

  Class 12:         Pro Rata share of the Plan Note    [___]%
  DIP Lenders'
  Claims Against
  Holdings II

  Class 13:         Either (a) Pro Rata share of       [___]%
  Prepetition       (i) the New Equity of Reorganized
  Lenders' Claims   Holdings and (ii) the Additional
  Against           Plan Note; or (b) if an Alternative
  Holdings II       Proposal is accepted, Pro Rata
                    share of the Alternative
                    Proposal distribution

  Class 14:         In the Reorganized Debtors full    [___]%
  Other Allowed     discretion, either: (i) the value
  Secured Claims    of the Holder's Allowed Secured
  Against           Claim or, (ii) return of the
  Holdings II       collateral securing the Holder's
                    Secured Claim

  Class 15:         No distribution                        0%
  General
  Unsecured
  Claims Against
  Holdings II

  Class 16:         Pro Rata share of the Plan Note    [___]%
  DIP Lenders'
  Claims Against
  Builders

  Class 17:         Either (a) Pro Rata share of       [___]%
  Prepetition       (i) the New Equity of Reorganized
  Lenders' Claims   Holdings and (ii) the Additional
  Against           Plan Note; or (b) if an Alternative
  Builders          Proposal is accepted, Pro Rata
                    share of the Alternative Proposal
                    distribution

  Class 18:         In the Reorganized Debtors full    [___]%
  Other Allowed     discretion, either: (i) the value
  Secured Claims    of the Holder's Allowed Secured
  Against Builders  Claim or, (ii) return of the
  or Builders'      collateral securing the Holder's
  Property          Secured Claim

  Class 19:         No distribution                        0%
  General
  Unsecured
  Claims Against
  Builders

  Class 20:         Pro Rata share of the Plan Note    [___]%
  DIP Lenders'
  Claims Against
  Realty

  Class 21:         Either (a) Pro Rata share of       [___]%
  Prepetition       (i) the New Equity of Reorganized
  Lenders' Claims   Holdings and (ii) the Additional
  Against           Plan Note; or (b) if an Alternative
  Realty            Proposal is accepted, Pro Rata
                    share of the Alternative Proposal
                    distribution

  Class 22:         In the Reorganized Debtors full    [___]%
  Other Allowed     discretion, either: (i) the value
  Secured Claims    of the Holder's Allowed Secured
  Against Realty    Claim or, (ii) return of the
  or the Realty     collateral securing the Holder's
  Property          Secured Claim

  Class 23:         No distribution                        0%
  General
  Unsecured
  Claims Against
  Realty

  Class 24:         Pro Rata share of the Plan Note    [___]%
  DIP Lenders'
  Claims Against
  Trappers

  Class 25:         Either (a) Pro Rata share of       [___]%
  Prepetition       (i) the New Equity of Reorganized
  Lenders'          Holdings and (ii) the Additional
  Claims Against    Plan Note; or (b) if an Alternative
  Trappers          Proposal is accepted, Pro Rata
                    share of the Alternative Proposal
                    distribution

  Class 26:         In the Reorganized Debtors full    [___]%
  Other Allowed     discretion, either: (i) the value
  Secured Claims    of the Holder's Allowed Secured
  Against           Claim or, (ii) return of the
  Trappers or       collateral securing the Holder's
  Trappers          Secured Claim
  Property

  Class 27:         No distribution                        0%
  General
  Unsecured
  Claims Against
  Trappers

  Class 28:         In the Reorganized Debtors full    [___]%
  Allowed Secured   discretion, either: (i) the value
  Claims Against    of the Holder's Allowed Secured
  Monroe            Claim or, (ii) return of the
                    collateral securing the Holder's
                    Secured Claim

  Class 29:         No distribution                        0%
  Unsecured Claims
  Against Monroe

  Class 30:         No distribution                        0%
  Interests in
  Monroe

  Class 31:         In the Reorganized Debtors full    [___]%
  Allowed Secured   discretion, either: (i) the value
  Claims Against    of the Holder's Allowed Secured
  Kewadin           Claim or, (ii) return of the
                    collateral securing the Holder's
                    Secured Claim

  Class 32:         No distribution                        0%
  Unsecured Claims
  Against Kewadin

  Class 33:         No distribution                        0%
  Interests in
  Kewadin

The Plan Note refers to the secured promissory note in favor of
the DIP Lenders, including all related agreements, supplements,
appendices and schedules.

Claim and Interest Holders in Classes 4, 5, 6, 15, 19, 23, 27,
29, 30, 32 and 33 are wholly impaired and are deemed to reject
the Plan.  They are not entitled to vote on the Plan, and their
votes will not be solicited.  Only Claim Holders in Classes 1, 2,
3, 7, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 20, 21, 22, 24, 25,
26, 28 and 31 may vote to accept or reject the Plan.

                Liquidation and Valuation Analysis

The Plan Proponents maintain that liquidation of Greektown's
business under Chapter 7 would result in smaller distributions
being made to creditors than those provided for in the current
Plan proposed because of:

  -- the likelihood that the Debtors' assets would have to be
     sold or otherwise disposed of in a less orderly fashion
     over a shorter period of time;

  -- additional administrative expenses involved in the
     appointment of a trustee;

  -- additional expenses and claims, some of which would be
     entitled to priority, would be generated during the
     liquidation and from the rejection of leases and other
     executory contracts in connection with a cessation of the
     Debtors' operations; and

  -- no distributions being made to any class junior to the
     Holders of Allowed Secured Claims.

Nevertheless, Mr. Vallier says that if the Plan is not confirmed,
the Plan Proponents could attempt to formulate a different plan
which might involve either a reorganization and continuation of
the Debtors' business or an orderly liquidation of their assets.
With respect to an alternative plan, the Plan Proponents relate
that they have explored various alternatives in connection with
the formulation and development of the Plan.

A full-text copy of the Greektown Chapter 11 Plan is available
for free at http://bankrupt.com/misc/GrktwnReorgPlan.pdf

A full-text copy of the Greektown Disclosure Statement is
available for free at http://bankrupt.com/misc/GrktwnDS.pdf

The Court will convene a hearing on July 20, 2009, to consider
approval of the Disclosure Statement.  Objections and responses to
the Disclosure Statement must be filed on or before July 2.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.  Greektown Casino employs approximately 1,971
employees, and estimates that it attracts over 15,800 patrons each
day, many of whom make regular visits to its casino complex and
related properties.  In 2007, Greektown Casino achieved a 25.6%
market share of the metropolitan Detroit gaming market.  Greektown
Casino has also been rated as the "Best Casino in Michigan" and
"Best Casino in Detroit" numerous times in annual readers' polls
in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr.E.D.Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN CASINO: Court Permits Detroit to Serve Default Notice
---------------------------------------------------------------
As reported by the Troubled Company Reporter on May 22, 2009, the
city of Detroit, Michigan, asked the U.S. Bankruptcy Court for the
Eastern District of Michigan to lift the automatic stay so that it
can issue a notice of default to Greektown Casino and its debtor-
affiliates pursuant to the parties' development agreement.  The
City of Detroit clarifies that it only seeks to issue a notice of
default, it does not attempt to claim possession of estate
property, and the Debtors would not be significantly prejudiced by
lifting the automatic stay.

The Debtors had sought to assume their Development Agreement with
the City of Detroit, which request is supported by the Official
Committee of Unsecured Creditors.

                   Debtors & Committee Object

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, argues that the City failed to identify any
alleged "hardship" and explain why the hardship "weighs" so
heavily on the City if the automatic stay remains in effect, as it
has since the Petition Date over one year ago.  The City also
failed to justify why a notice of default under the Development
Agreement should be issue at a late date, he adds.  "The City made
no attempt to declare any default under the Development Agreement
during the last six and a half years since the Development
Agreement has been in effect.  Now, the very day after this Court
issued its opinion granting the Debtors the authority to assume
the Development Agreement, the City filed a motion to lift the
automatic stay and claimed the need for expedited consideration of
its request," Mr. Weiner argues.  "Has some 'hardship' suddenly
sprung up, or is something else going on?" Mr. Weiner questions.

Robert D. Gordon, Esq., at Clark Hill PLC, in Birmingham,
Michigan, also makes the same contentions on behalf of the
Creditors Committee.  Mr. Weiner says the City's conscious
decision to not declare a default either before, or during, the
Debtors' year-long bankruptcy proceeding shows that the City was
never really serious about defaulting the Debtors under the
Development Agreement.  He points out that despite its opposition
to Assumption Motion, the City wants the Debtors to continue to
operate their newly completed casino and hotel, employ hundreds
of people, and pay gaming taxes to the State of Michigan, a
portion of which is distributed to the City.  What the City
doesn't want is for the Debtors to receive their Tax Rollback,
since 20% of the 5% Tax Rollback comes out of the City's budget,
Mr. Weiner asserts.  He elaborates that even before the Debtors'
Assumption Motion was filed, the bidding process conducted by
Moelis and Company for the Casino was well underway and during
that process, the City was actively attempting to negotiate for
itself a piece of the Tax Rollback with bidders.  Mr. Weiner tells
the Court that the City figured that slowing down the Assumption
Motion would work to slow down the Debtors' application for the
Tax Rollback so the City could maintain the status quo and
continue receiving all of its pre-Tax Rollback tax revenue.  Just
as the City's opposition to the Assumption Motion has made it more
difficult for the Debtors to obtain the Tax Rollback, the City now
seeks an expedited stay lift to declare a default for the same
reason, Mr. Weiner points out.

For these reasons, the Debtors and the Committee ask the Court to
deny the City's lift stay request.

                         City Responds

Representing the city of Detroit, Cezar M. Froelich, Esq., at
Shefsky & Froelich Ltd., in Chicago, asserts that the Debtors'
objection to the City's Lift Stay Motion is merely an attempt to
deprive the City of its contractual rights.  Having convinced the
Court that assumption of the Development Agreement is proper
because the City did not issue a formal Notice of Default, Mr.
Froelich notes that the Debtors now seek to prevent the City from
issuing a notice of default.  He clarifies that issuance of a
notice of default is a prerequisite to the City exercising certain
rights and remedies under the Development Agreement.  Mr. Froelich
relates that at this point, the City merely intends to issue a
Notice of Default and the Debtors will have the opportunity to
challenge the existence of the alleged defaults in subsequent
litigation.  "These allegations, coupled with the two days of
evidentiary hearings wherein the City presented substantial
evidence of [the Debtors'] numerous defaults, are more than
sufficient to demonstrate hardship," Mr. Froelich maintains.
Denying the request to lift the stay and preventing the City from
exercising its contractual rights under the assumed Development
Agreement will have a negative effect on the reorganization
process, Mr. Froelich asserts.  He explains that whatever entity
emerges from the Debtors' Chapter 11 proceedings must be made
aware of the City's official position regarding Debtors' defaults
under the Development Agreement.

For these reasons, the City asks the Court to lift the automatic
stay.

                           *     *     *

Judge Walter Shapero ruled that effective August 10, 2009, the
automatic stay is modified specifically to allow the City to serve
its Notice of Default.  If at any time prior to August 10, the
Debtors wish to receive the formal Notice of Default, it may
notify the City in writing of their desire to do so, including a
specific date on or after which they desire to receive the Notice.
The giving and receipt of the Notice at the indicated time will
not be considered a violation of the automatic stay or the Court's
Order.

Judge Shapero avers that he was concerned that the issuance of the
required Notice of Default commences the running of certain cure
periods under applicable provisions of the Development Agreement,
the addressing of which, on balance, at least at the current time,
may be inimical to the plan confirmation process.  He, however,
believes that the Debtors may find it advantageous, sooner rather
than later, to become specifically aware of any claimed defaults.

The Court notes that the Debtors' articulated rationale is that
until the required Notice of Default is actually issued and until
it is clear what the claimed defaults are, they are not in a
position to evaluate what it might cost to cure those defaults.
Judge Shapero concludes that presently at least, and absent the
required Notice of Default, there are no defaults to be cured
incident to the Court's approval of Debtors' Assumption Motion.

In a separate order, the Court authorized the Debtors to assume
the Development Agreement.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.  Greektown Casino employs approximately 1,971
employees, and estimates that it attracts over 15,800 patrons each
day, many of whom make regular visits to its casino complex and
related properties.  In 2007, Greektown Casino achieved a 25.6%
market share of the metropolitan Detroit gaming market.  Greektown
Casino has also been rated as the "Best Casino in Michigan" and
"Best Casino in Detroit" numerous times in annual readers' polls
in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr.E.D.Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN CASINO: Seeks Further Expansion of Ernst & Young Work
---------------------------------------------------------------
Greektown Holdings, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan to further
extend the scope of Ernst & Young LLP's employment as their
auditors and accountants.  The Debtors expect to include in Ernst
& Young's services:

  (a) an annual audit of the consolidated financial statements
      of Greektown Holdings, LLC, for the year ending 2007; and

  (b) quarterly audits of the consolidated financial statements
      of Greektown Casino LLC for the quarters ended March 31,
      June 30, September 30, and December 31, 2009.

Subject to Court approval, the Debtors will pay Ernst & Young
approximately $35,000 to $45,000 for the audit of Greektown
Holdings LLC's financial statements for the year ended Dec. 31,
2009, and approximately $105,000 to $110,000 per quarter for the
quarterly audits of Greektown Casino's financial statements.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.  Greektown Casino employs approximately 1,971
employees, and estimates that it attracts over 15,800 patrons each
day, many of whom make regular visits to its casino complex and
related properties.  In 2007, Greektown Casino achieved a 25.6%
market share of the metropolitan Detroit gaming market.  Greektown
Casino has also been rated as the "Best Casino in Michigan" and
"Best Casino in Detroit" numerous times in annual readers' polls
in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr.E.D.Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN CASINO: Court Okays Jackier Retention as Special Counsel
------------------------------------------------------------------
Greektown Holdings, LLC, and its affiliates obtained permission
from the U.S. Bankruptcy Court for the Eastern District of
Michigan to employ Jackier Gould PC as their special counsel
effective March 18, 2009.

As reported by the Troubled Company Reporter on May 22, 2009,
Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, told the Court that Honigman Miller Schwartz and
Cohn LLP, the Debtors' special corporate counsel, notified the
Debtors of a potential conflict of interest of its representation
of two individuals with connections to one of the potentially
interested bidders for the Debtors' assets.  The Debtors thus
determined that they need the advice of outside legal counsel to
provide analysis on the potential conflict of interest.

The Debtors averred that they specifically need Jackier Gould to
provide opinions on certain counsel to the Debtors' representation
of two individuals with connections to one of the potentially
interested bidders for the Debtors' assets.  They may also need
Jackier Gould's advice on other issues that may arise during the
course of their Chapter 11 cases.  Upon its engagement, Jackier
Gould investigated the Potential Conflict and provided the
Debtors' "Restructuring Transaction" Sub-Committee with its legal
analysis and opinion as to whether the Debtors could waive the
Potential Conflict.  Upon careful analysis, Jackier Gould
determined that the Debtors could waive the Potential Conflict.
The Sub-Committee subsequently approved the waiver.

Mr. Weiner asserted that Jackier Gould's services will not
duplicate the services that other professionals provide to the
Debtors, as those services will only pertain to issues of a
sub-committee of directors considering matters related to
restructuring, like potential conflicts of interest.  Jackier
Gould has also agreed to use reasonable efforts to coordinate with
the Debtors' other retained professionals to avoid duplication of
services, he adds.

The Debtors will pay Jackier Gould for its services in accordance
with the firm's hourly rates as well as reimburse the firm of all
necessary and reasonable out-of-pocket expenses, including,
travel, meals, accommodations and other expenses, in relation to
the contemplation retention.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.  Greektown Casino employs approximately 1,971
employees, and estimates that it attracts over 15,800 patrons each
day, many of whom make regular visits to its casino complex and
related properties.  In 2007, Greektown Casino achieved a 25.6%
market share of the metropolitan Detroit gaming market.  Greektown
Casino has also been rated as the "Best Casino in Michigan" and
"Best Casino in Detroit" numerous times in annual readers' polls
in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr.E.D.Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


HAIGHTS CROSS: Moody's Downgrades Corporate Family Rating to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service has downgraded Haights Cross
Communications' Corporate Family rating and Probability of Default
rating each to Ca from Caa3 following the company's announcement
that it is pursuing plans to restructure its debt, including an
exchange of common stock for senior discount notes.

Moody's has taken these rating actions:

Ratings downgraded:

Haights Cross Communications, Inc.

* Corporate Family rating -- to Ca from Caa3
* Probability of Default rating -- to Ca from Caa3
* Senior Discount Notes -- to C, LGD5, 86% from Ca, LGD5, 86%

Haights Cross Operating Company

* Senior unsecured notes due August 2011 -- to Ca, LGD3, 48% from
  Caa3, LGD3, 48%

The rating outlook remains negative.

The rating downgrades reflect continuing deterioration of Haights
Cross' liquidity and a persistently high default risk profile,
neither of which will be sufficiently remedied by the company's
currently proposed debt restructuring plan, according to Moody's.
Moreover, Moody's considers that Haights Cross' planned exchange
of common equity for senior notes (if concluded) would effectively
constitute a distressed exchange of debt and will give cause to
append the Probability of Default rating with an "/LD" designation
to signal such a limited default upon successful completion of the
exchange offer, which is currently scheduled to expire on July 6,
2009.

Haights Cross' proposed debt-for-equity exchange would provide
some immediate benefits, including a substantial reduction of debt
(over $150 million), an improvement in consolidated leverage, and
a substantial reduction of interest expense.  The exchange will
also likely avert an otherwise almost certain near-term payment
default upon the upcoming August 1, 2009 coupon payment date.

Nonetheless, Moody's considers that these benefits will be
insufficient to materially improve the company's total leverage
(which will likely remain in the low double-digit range) or free
cash flow, since interest payments of the holding company discount
notes have been accreted to date, rather than paid in cash.
Moody's also believe that the partial repayment of debt associated
with the restructuring along with transaction-related expenses
will consume around $25 million of cash balances, resulting in a
significant deterioration in Haights Cross' liquidity, which
presently lacks any revolving credit facility to provide
alternative liquidity relief.  Moreover, Moody's considers that
the planned restructuring will not significantly reverse recent
post-plate free cash flow losses, which continue to be exacerbated
by recessionary market spending, especially in the educational
testing and intervention sectors.

The proposed debt exchange is a key component of a broader debt
restructuring recently announced by management to address the
company's untenable capital structure and debt maturity pressure
(all of Haights Cross' debt is currently scheduled to mature in
2011).  Management has indicated that the failure to successfully
conclude the proposed debt restructuring would induce the company
to consider alternative measures, including a possible bankruptcy
filing.

Accordingly, the Ca PDR contemplates a very high probability of
default, whether or not the company is successful in concluding
the proposed exchange offer and associated debt restructuring.

The negative rating outlook continues to reflect softening market
spending on K-12 educational products as well as the company's
weak liquidity and high level of refinancing risk.

On June 8, 2009, Haights Cross announced that it was pursuing a
number of debt restructuring transactions, including plans to
exchange all of its 12.5% holding company senior discount notes
for common stock representing up to an approximate 89% ownership
stake in the company.  Assuming that the transactions occur as
currently contemplated, Haights Cross' post-restructuring debt
would comprise $56 million of unrated first-out term loan A, $57
million of unrated last-out term loan B, and $113 million of
remaining 11-7/8% senior unsecured notes.

Moody's last rating action for Haights Cross occurred on August
27, 2008 when the company's PDR was changed to Caa3 from Ca.

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

Headquartered in White Plains, New York, Haights Cross develops
and publishes print and audio products for the K-12 education and
library markets.  The company recorded approximately $171 million
in revenue for the twelve month period ended December 30, 2008.


HARTMARX CORP: Bid Procedures Approved; June 24 Auction Sale Set
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has approved bidding procedures for the sale of substantially all
of the assets of Hartmarx Corp., et al., free and clear of all
liens and encumbrances.

Competing bids are due by 5:00 p.m. (prevailing Central time) on
June 22, 2009.  If necessary, an auction will be conducted
beginning at 10:00 a.m. (prevailing Central time) on June 24,
2009, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP,
333 West Wacker Drive, Chicago, Illinois 60606.

The sale hearing will be held on June 25, 2009, at 2:00 p.m.
(prevailing Central time) at the Bankruptcy Court.

Objections to the proposed sale, other than as it relates to the
auction, must be filed and actually received no later than
4:00 p.m. (prevailing Central time) on June 19, 2009.  Objections
related to the auction or anything transpiring after June 19,
2009, including the selection of a successful bidder other than
the purchasers must be filed no later than 11:00 a.m. (prevailing
Central time) on June 25, 2009, and may be presented at the sale
hearing.

As reported in the Troubled Company Reporter on June 4, 2009, the
Bankruptcy Court approved Hartmarx's proposal to name Emerisque
Brands U.K. Limited and its partner SKNL North America, B.V. as
stalking horse bidder.

As a result of last minute negotiations, Emerisque/SKNL and the
Company, supported by its lenders, agreed to a total transaction
value of $128.4 million for the acquisition of substantially all
of the assets of Hartmarx Corporation and the assumption of
certain liabilities.  A copy of the amended and restated asset
purchase agreement between Hartmarx Corp. and Emerisque and SKNL,
dated as of June 1, 2009, is available at:

       http://bankrupt.com/misc/Hartmarx.AmendedAPA.pdf

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: Moody's Affirms 'Caa2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Hawker Beechcraft Acquisition
Company LLC's Corporate Family Rating of Caa2 and revised the
company's Probability of Default rating to Caa2/LD from Ca.  At
the same time, the rating on company's cash-pay senior unsecured
notes was lowered to Ca from Caa3.  The rating outlook was revised
to stable from developing and the Speculative Grade Liquidity
rating was left unchanged at SGL-3.  The actions follow conclusion
of the company's tender offer for portions of its junior debt
capital, a transaction Moody's deemed to be a distressed exchange
leading to a declaration of a limited default.

Hawker Beechcraft recently settled its tender process announced on
May 5, 2009, and subsequently amended on May 19, 2009, for certain
portions of its junior debt obligations.  For cash consideration
of roughly $96.1 million, the company extinguished roughly
$274.5 million par value of its junior capital.  Amounts accepted
included some $89 million of its senior unsecured cash pay notes
which had been given the lowest priority for acceptance in the
proposal.  Moody's had previously placed the rating on this
obligation under review for possible downgrade because of the
uncertainty associated with amounts that might be accepted.  As
the amounts accepted were significant, the rating on that
instrument has been temporarily lowered to Ca to reflect the
implied loss of 58%.  Other instrument ratings are unchanged at
this time, including bank secured obligations at B3, and the PIK-
election unsecured notes and subordinated notes both at Ca.  In
the near future, Moody's will re-visit all instrument ratings and
Loss Given Default assessments to reposition the ratings at levels
reflective of their expected loss rates based on the pro forma
capital structure post the tender transaction.  It is anticipated
that at that time the rating for the senior secured obligations
will be notched above the CFR rating, the rating for the unsecured
notes will be notched slightly below the CFR rating and the rating
for the subordinated notes will be positioned below the rating for
the unsecured notes.

In combination with $222 million of par value of junior debt
reduced from open market purchases earlier in 2009, Hawker
Beechcraft has lowered the aggregate amount of these instruments
by some $496.5 million.  Collectively this will reduce pro forma
interest expense by roughly $45 million per annum on these
obligations.  However, funding for these transactions involved a
combination of cash on hand, drawings under its bank revolving
credit facility and utilization of extended payment terms
available under certain trade payables which Moody's considers to
be debt.  On a net basis, pro forma balance sheet debt is
estimated to have declined only some $75 million from the March
2007 acquisition time frame.  However, the company will benefit
from lower net interest expense on these variable rate obligations
compared to the higher fixed coupons on the debt extinguished.
Furthermore, Moody's debt adjustments for under-funded pensions
and operating leases add to perceived leverage, and, in comparison
to prospective operating cash flows, Moody's would gauge
prospective debt/EBITDA to be around 9 times.

The Caa2 CFR incorporates this highly leveraged capital structure
and resultant level of fixed charges which sit atop an otherwise
well positioned business model in a cyclical industry currently
under duress.  The reduction in junior capital and related net
interest savings incrementally decrease the company's debt service
requirements going forward.  However, demand levels and prospects
for future earnings and cash flows in its core operations remain
under pressure.  Nonetheless, government certification
requirements establish substantial barriers to entry and the
existing fleet of in-use aircraft provides a material level of
aftermarket revenues.  Along with U.S. Government contracts for
trainer aircraft, the company's revenue and earnings' streams have
a bit of diversification from the more volatile demand for
business & general aviation aircraft.  Historically, the business
jet market has been driven by prospects for corporate earnings in
North America.  More recently international markets contributed to
growth and accounted for nearly half of 2008 revenues and the
majority of the company's $7.3 billion backlog at March 2009 (down
from $7.6 billion at the end of December 2008).  The sector
remains highly cyclical despite the improved geographic spread of
the order book as few regions continue with positive growth
prospects that would translate into improving demand for aircraft.
In addition, Hawker Beechcraft continues with a degree of
concentration in its customer base and prospects for certain
aircraft models.  Financial stress is also evident from an
election to pay interest on its PIK-election notes through the
issuance of additional notes, which will increase indebtedness for
so long as this feature is utilized.

The Caa2/LD PDR represents Moody's designation that a second
distressed exchange occurred from the tender process (Open market
purchases earlier in 2009 were also deemed a distressed exchange).
The LD modifier, designating limited default, will be removed
after three days.

The stable outlook considers the benefits provided by the
company's backlog, lower net interest burden and current
liquidity.  In addition restructuring actions intended to lower
the company's cost base should provide additional flexibility to
manage through the initial phases of the down-turn.  However, over
the intermediate term, pension funding requirements could
establish incremental cash needs as early as next year and backlog
levels are likely to decline into 2010.  What and when the company
does with its pro forma cash holdings could also affect the
direction of ratings as well as its liquidity profile.

The SGL-3 rating, designating adequate liquidity, remains
unchanged.  The designation flows from current cash and temporary
investment levels well in excess of short-term note balances and
current maturities of long-term debt, substantial cushion under
its sole financial covenant, and expectations that free cash flow
for the next twelve months could be break-even to modestly
positive.

Ratings affirmed:

  -- Corporate Family Rating, Caa2

Rating up-graded:

  -- Probability of Default to Caa2/LD from Ca

Ratings downgraded:

  -- Cash-pay senior unsecured notes to Ca (LGD-4, 58%) from Caa3
     (LGD-5, 78%)

The last rating action was on May 7, 2009 at which time Hawker
Beechcraft's PDR was lowered to Ca from Caa2, the CFR of Caa2 was
affirmed and ratings on certain debt instruments were adjusted to
incorporate the announcement and related terms of the tender
offer.

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


HAYES LEMMERZ: Receives Final Approval of $100MM DIP Facility
-------------------------------------------------------------
Hayes Lemmerz International, Inc., said the United States
Bankruptcy Court for the District of Delaware granted a number of
the Company's motions in hearings held on June 10 and June 15,
2009.

On May 14, 2009, the Bankruptcy Court granted interim approval of
the Company's first day motions seeking authority to have
immediate access to $30 million in debtor-in-possession financing,
to pay certain employee wages and benefits, as well as certain
prepetition amounts owed to suppliers and shippers, and to take
other actions designed to continue daily operations in the normal
course of business.  At the hearings held last week and on Monday,
the court issued final orders permitting the Company to take such
actions.

Among other things, the Bankruptcy Court authorized the Company to
obtain postpetition secured financing of up to $100 million of new
liquidity to fund the Company's operations.  The financing will
also be available to the Company's non-Debtor foreign
subsidiaries.  The Bankruptcy Court also approved the Company's
motion to set a general bar date and procedures for filing proofs
of claim.  The bar date is July 27, 2009.

The Bankruptcy Court granted authorization for the Company to pay
prepetition employee obligations, continue employee benefit
programs postpetition and honor workers' compensation obligations.
The Company also received authorization to continue to pay the
prepetition invoices of essential vendors, certain prepetition
shipping, warehousing and import obligations and certain
contractors' liens.

The Bankruptcy Court also issued a final "503(b)(9)" order
confirming the grant of administrative expense status to
prepetition deliveries of goods within 20 days of the Company's
May 11, 2009 Chapter 11 filing, and also issued a final order
prohibiting utility companies from discontinuing service to the
Company because of unpaid prepetition invoices.  Additionally, the
Bankruptcy Court granted the Company's motion seeking to have the
U.S. Trustee to appoint a retiree committee to participate with
the Company in the process of modifying U.S. retiree benefits.

                        About Hayes Lemmerz

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.


HEIDTMAN MINING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Heidtman Mining, LLC
        2401 Front Street
        Toledo, OH 43605

Bankruptcy Case No.: 09-72912

Chapter 11 Petition Date: June 12, 2009

Court: Western District of Arkansas (Fort Smith)

Judge: Ben T. Barry

Debtor's Counsel: George H. Tarpley, Esq.
                  gtarpley@coxsmith.com
                  Cox Smith Matthews Incorporated
                  1201 Elm Street, Suite 3300
                  Dallas, TX 75270
                  Tel: (214) 698-7818
                  Fax: (214) 698-7899

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
T. Arthur Palm                 lawsuit           $581,705
PO Box 180789
Fort Smith, AR 72918

Arkansas Dept of                                 $571,101
Environmental Quality
5301 Northshore Dr.
N. Little Rock, AR 72118

Internal Revenue Service                         $532,093
Special Procedures-
Insolvency 21126
Philadelphia, PA 19114

Joy Mining Machinery                             $427,062

ASARCO LLC                                       $420,000

Continental Conveyor &         trade debt        $413,352
Equipment Co

Savage Property & Casualty     trade debt        $364,428

MSHA                                             $312,383

Wilkem, Inc.                   lease             $233,336

Jennmar of Kentucky, Inc.      trade debt        $179,466

Clark Shepherd                                   $178,092

Sebastian County Tax           tax               $166,537
Collector

SunTrust                                         $144,538

Gilmore Jasion & Mahler, LTD   trade debt        $136,650

Ogletree, Deakins, Nash,                         $127,938
Smoak & Stewart

Rohrbachers Cron Manahan                         $118,257
Trimble & Zimmerman Co.

Rexel Electrical & Datacom     trade debt        $114,230
Products

Rock Drillers North, Inc.      trade debt        $104,045

Star Mechanical Supply, Inc.   trade debt        $87,061

Hoffman & Associates, Inc.     trade debt        $81,386

The petition was signed by Mark Ridenour, manager.


HEXION SPECIALTY: Moody's Downgrades Default Rating to 'Ca/LD'
--------------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Rating of Hexion Specialty Chemicals, Inc., to Ca/LD from B3 as
Moody's deemed the recently concluded tender offer, combined with
open market repurchases of debt in the first quarter, to be a
distressed exchange.  Moody's noted that since the beginning of
2009 Hexion has bought back roughly $217 million of debt (face
amount) for approximately $32 million.

Moody's also changed some of Hexion's other ratings to reflect the
occurrence of a distressed exchange.  The ratings on Hexion's
senior secured second lien notes and senior unsecured notes were
changed to C from Caa1 and Caa2, respectively, reflecting the low
average price paid to repurchase the debt.  The /LD (Limited
Default) rating on the PDR as well as the downgrades of the senior
secured second lien notes and senior unsecured notes will remain
in place for three days before returning to their prior ratings
(i.e., the Probability of Default Rating will return to B3 from
Ca/LD, senior secured second lien notes would return to Caa1 from
C and the senior unsecured notes would return to Caa2 from C).
Moody's also noted that the point estimates for the LGD
assessments were changed to reflect the revised capital structure.

In addition, Moody's affirmed Hexion's Corporate Family Rating at
B3, its senior secured first lien credit facilities at B1 and its
Speculative Grade Liquidity Rating at SGL-3.  The rating outlook
is negative.

The negative outlook reflects the level of uncertainty over the
timing of the recovery in demand and profit improvement at Hexion.
Additionally, the outlook reflects Moody's expectations for a very
slow recovery in housing and construction markets in 2010.
Despite unusually weak credit metrics, Hexion has more than
adequate liquidity at the current time due to the "covenant-lite"
terms in its credit facility and the availability of $200 million
of additional capital from its financial sponsor.  The combination
of these items would make a potential breech of the financial
covenant over the next 12 months unlikely.  However, Moody's could
lower the company's ratings further if its performance is weaker
than currently projected for the second or third quarter or if
there has not been a significant improvement in performance by the
end of 2009.

Ratings downgraded:

Hexion Specialty Chemicals Inc.

  -- Probability of Default rating to Ca/LD from B3

  -- Senior Secured Second Lien Notes to C (LGD5, 75%) from Caa1
     (LGD5, 74%)

  -- Senior Unsecured notes and debentures to C (LGD5, 89%) from
     Caa2 (LGD6, 90%)

Ratings affirmed:

Hexion Specialty Chemicals Inc.

  -- Corporate Family Rating at B3
  -- Senior Secured First Lien Credit facility at B1 (LGD2, 28%)
  -- Speculative Grade Liquidity Rating at SGL-3

Moody's last rating action for Hexion was on April 20, 2009 when
Moody's lowered Hexion's CFR to B3 from B2.

Hexion Specialty Chemicals, Inc., headquartered in Columbus, Ohio
is a leading producer of commodities such as formaldehyde,
bisphenol A and epichlorhydrin, as well as formaldehyde-based
thermoset resins, epoxy resins, and versatic acid and its
derivatives.  The company is also a supplier of specialty resins
for inks and specialty coatings sold to a very diverse customer
base.  The company reported sales of $5.4 billion for the LTM
ending March 31, 2009.


HIGH DESERT: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: High Desert Properties, LLC
        841 21 1/2 Rd.
        Grand Junction, CO 81505

Bankruptcy Case No.: 09-21533

Chapter 11 Petition Date: June 12, 2009

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

Judge: Sidney B. Brooks

Debtor's Counsel: J. Brian Fletcher, Esq.
                  1873 S. Bellair St., Ste. 1401
                  Denver, CO 80222
                  Tel: (303) 512-1123
                  Fax: (303) 512-1129
                  Email: jbfletcher@osglaw.com

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

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

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

           http://bankrupt.com/misc/cob09-21533.pdf

The petition was signed by Bond S. Jacobs, managing member of the
Company.


HIGH SIERRA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: High Sierra Woodworks, LLC
           dba Woodcraft
        548 Echo Ridge Court
        Reno, NV 89511

Bankruptcy Case No.: 09-51855

Chapter 11 Petition Date: June 12, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Kevin A. Darby, Esq.
                  Darby Law Practice, Ltd.
                  4777 Caughlin Pkwy
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  Email: kevin@darbylawpractice.com

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

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

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

         http://bankrupt.com/misc/nvb09-51855.pdf

The petition was signed by R. Lawrence Hughes.


HILL TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Hill Transportation Inc.
        1191 East Blue Lick Rd
        Shepherdsville, KY 40165

Bankruptcy Case No.: 09-32933

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Logistic Leasing Solutions LLC                 09-32934

Chapter 11 Petition Date: June 12, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Judge: Thomas H. Fulton

Debtor's Counsel: Neil Charles Bordy, Esq.
                  Seiller Waterman LLC
                  2200 Meidinger Tower
                  462 S 4th Street
                  Louisville, KY 40202
                  Tel: (502) 584-7400
                  Fax: (502) 583-2100
                  Email: bordy@derbycitylaw.com

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

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

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

      http://bankrupt.com/misc/kywb09-32933.pdf

The petition was signed by William Hill Jr., president of the
Company.


HOLLYWOOD MOTION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hollywood Motion Picture and Television Museum
        4124 North Ryan Road
        Creston, CA 93432

Bankruptcy Case No.: 09-12311

Chapter 11 Petition Date: June 12, 2009

Court: Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Peter Susi, Esq.
                  cheryl@msmlaw.com
                  7 W. Figueroa, 2nd Floor
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Citi Advantage MasterCard      credit card       $56,766
Box 6000
The Lakes, NV 89163-6000
Tel: (888) 766-2484

Diana Wong Architecture &      design            $46,030
Design
315 West 9th Street Suite 408
Los Angeles, CA 90015
Tel: (213) 612-0888

Willis Insurance               insurance         $25,550
Post Office Box 3468
Van Nuys, CA 91407
Tel: (818) 989-4949

Paula Kent Meehan              loan              $25,000

Frank W. Lipsman               legal services    $18,211
Norton Hubbard Ruzicka
Kreamer & Kincaid

Pacific Gas & Electric Co.     utilities         $14,372

Singer Lewak                   accountant        $14,317

Business Card                  credit card       $11,168

Margolis and Associates        vendor            $10,248

Stephen Federman               insurance         $8,717

Fred Walecki                   loan              $5,000

Brian Black                    restoration work  $3,773

Bailey &Associates             business debt     $3,656

Norcast Communications         telephone         $2,992

Dusty Ebsen                    contractor        $2,000

Gore & Associates              accountants       $1,850

Henry Cutrona                  contractor        $1,000

Eugene Shlugleit               contractor        $500

Westwood Music                 vendor            $298

Willard Strong                 contractor        $174

The petition was signed by Todd Fisher, president.


HORIZON LINES: S&P Puts 'B' Corp. Rating on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Charlotte, North Carolina-based Horizon Lines Inc., including
the 'B+' corporate credit rating, on CreditWatch with negative
implications, following the company's announcement that it has
reached a $20 million settlement agreement on a class-action suit
related to ocean shipping services in the Puerto Rico trade lane.
As part of the settlement agreement, Horizon Lines also agreed to
certain base-rate freezes and amended the terms of its credit
agreement, accepting reduced availability and higher interest
rates.  S&P believes that the settlement agreement, base-rate
freezes, and credit amendment could diminish the company's
financial profile and reduce available liquidity.

"The CreditWatch placement also reflects our concerns regarding
the pending investigation by the Department of Justice into
possible antitrust violations in the domestic ocean shipping
business, including Puerto Rico, and from class-action lawsuits,
in Hawaii, Guam, and Alaska, also related to ocean-shipping," said
Standard & Poor's credit analyst Funmi Afonja.

Standard & Poor's will assess the company's operating prospects,
liquidity, and financial outlook, in view of recent developments.
"We could lower ratings if S&P believes that the settlement
agreement, base-rate freezes, and credit amendment could, in the
context of a difficult economic environment, materially affect the
company's financial profile," she continued.


HUNTSMAN CORP: Seeks Over $13 Billion in Damages From Two Banks
---------------------------------------------------------------
Laurel Brubaker Calkins, Sophia Pearson, and Jef Feeley at
Bloomberg News reports that Huntsman Corp. is seeking more than
$13 billion in damages from Credit Suisse Group AG and Deutsche
Bank AG for allegedly interfering with an acquisition of the
Company and refusing to fund another buyout bid.

Citing Huntsman's lawyers, Bloomberg states that the Company
turned down a $25.25-a-share offer from an Access Industries
Holdings LLC unit in 2007 to accept a bid of $28 a share from an
Apollo Management LLP unit.  Bloomberg relates that Credit Suisse
and Deutsche Bank had agreed to fund Apollo's acquisition of
Huntsman.  Robin Gibbs, one of Huntsman's lawyers, said that the
bankers had assured that Apollo's funding commitment was "rock
solid, according to Bloomberg.  Credit Suisse and Deutsche Bank
then backed out of funding the deal amid concern that the U.S.
economic slump would leave the resulting company insolvent, says
the report.  "These banks gave Huntsman a commitment letter they
never intended to honor.  If they'd just told us the truth, we
wouldn't be here," the report quoted Huntsman's lead lawyer, Kathy
Patrick, as saying.

Lawyers said that the trial in the state court in Conroe, Texas,
may last as long as six weeks, Bloomberg relates.

Huntsman made a business decision and took a business risk when it
decided to go with the larger offer presented by Apollo's Hexion
Specialty Chemicals Inc. unit, Bloomberg relates, citing Richard
Clary, an attorney for the banks.  Mr. Clary said that for an
extra $2.75 a share, Huntsman took the risk that an economic
decline could trigger the insolvency issue, Bloomberg states.
"Huntsman has to live with its calculated decisions.  They took a
gamble and it didn't work out," Bloomberg quoted Mr. Clary as
saying.

                          About Huntsman

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging. Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman has more than 12,000 employees
and operates from multiple locations worldwide.  The Company had
2008 revenues exceeding $10 billion.

                       *     *     *

As reported by the Troubled Company Reporter on April 20, 2009,
Huntsman International LLC, a wholly owned subsidiary of Huntsman
Corporation, entered into a waiver to its $650 million revolving
credit facility dated August 16, 2005, with Deutsche Bank AG New
York Branch, as administrative agent, and the financial
institutions party thereto as lenders.  The waiver relaxes the
senior secured leverage ratio covenant from 3.75 to 1.00 to 5.00
to 1.00 for the period measured June 30, 2009, through June 30,
2010.  The waiver, among other things, also modifies the
definition of Consolidated EBITDA and permits Huntsman
International LLC to add back any lost profits attributable to
Hurricanes Gustav and Ike that occurred in 2008.  Additionally,
the amount of Permitted Non-Cash Impairment and Restructuring
Charges was increased from $100 million to $200 million.

As reported by the TCR on March 19, 2009, Standard & Poor's
Ratings Services said it lowered its ratings on Huntsman Corp.,
including its corporate credit rating to 'B' from 'BB-'.  The
ratings remain on CreditWatch with negative implications.  At the
same time, S&P assigned its '5' recovery rating, indicating the
expectation of modest recovery (10%-30%) in the event of a
default, to Huntsman International LLC's existing $300 million
senior unsecured notes. S&P also assigned a '6' recovery rating,
indicating the expectation of negligible recovery (0%-10%) in the
event of a default, to Huntsman International LLC's existing
subordinated notes aggregating $1.285 billion.


IMAX CORPORATION: Moody's Affirms 'Caa1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 corporate family
rating and positive outlook for IMAX Corporation following its
recently executed equity issuance (approximately $70 million gross
proceeds) and the repurchase of approximately $44 million of its
9.625% Senior Notes due December 2010.

The transactions improve projected credit metrics and liquidity,
and IMAX continues to demonstrate positive business momentum,
which over time should yield further improvement in credit
metrics.  These factors support the positive outlook.  However,
notwithstanding the debt reduction, refinancing risk remains.
Both its revolver (approximately $20 million outstanding) and the
bonds (approximately $116 million outstanding following the
buyback) mature in late 2010, although IMAX has indicated its
intent to use the rest of the proceeds from the equity offering
(in addition to potentially an additional $10 million from the
greenshoe) to repay or redeem some of the remaining bonds.
Furthermore, the joint venture business model demands significant
upfront investments with cash flow benefits accruing over a longer
time frame, resulting in expectations for continued negative free
cash flow throughout 2009.

Moody's also affirmed the SGL-3 speculative grade liquidity
rating, indicating that IMAX maintains adequate liquidity.

A summary of the actions follows.

IMAX Corporation

  -- Corporate Family Rating, Affirmed at Caa1

  -- Probability of Default Rating, Affirmed at Caa1

  -- Speculative Grade Liquidity Rating, Affirmed at SGL-3

  -- Senior Unsecured Bonds, Affirmed Caa2, adjusted to LGD4, 62%
     from LGD4, 60%

  -- Outlook, Positive

The company's growth strategy and business transition to increased
use of joint ventures requires substantial upfront capital
expenditures, and Imax has modest liquidity to manage these needs.
These factors contributed to weak credit metrics (including double
digital leverage) and progressively increasing cash consumption
over the past several years, and Moody's does not expect positive
free cash flow prior to 2010.  The Caa1 corporate family rating
incorporates this financial risk, compounded somewhat by
refinancing risk and the company's lack of scale. Furthermore,
some execution risk related to the rollout of the joint ventures
and digital systems remain.  However, the potential for increased
recurring revenue and better visibility under the new business
model supports the rating, and Moody's anticipates growth in both
EBITDA and free cash flow as capital expenditures decline and the
joint ventures begin to generate cash, resulting in better credit
metrics.  IMAX has demonstrated evidence of success in system
signings as well as installation and operation of both digital
systems and joint ventures, and Moody's continues to consider IMAX
a compelling experience with a strong brand.  Finally, management
expects its historic business of selling and leasing theater
systems, for which the company receives cash upfront (albeit with
some volatility in timing) to remain at historical levels.

The last rating action was on July 9, 2008, when Moody's assigned
an SGL-3 Speculative Grade Liquidity Rating to IMAX.

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

IMAX Corporation specializes in digital, large-screen and three-
dimensional film presentation; the company typically leases or
sells its projection and sound systems, and licenses the use of
its trademarks.  With annual revenue of approximately
$115 million, IMAX maintains headquarters in Mississauga, Ontario,
Canada.


INTERLAKE MATERIAL: Court Sets June 22 Auction for J&D's Assets
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved bid procedures in connection with the sale of a portion
of J&D & Company, LLC's assets, specifically those assets related
to J&D's Retail Service Solutions Division.

RSS Holdings, LLC, will be the stalking horse bidder for J&D's
assets.  Other bids will be due June 22, 2009, at 4:00 p.m.

If a qualified bid in addition to RSS's is received by the Debtor,
an auction will be conducted on June 23, 2009, at the offices of
Young Conaway Stargatt & Taylor, LLP, The Brandywine Building,
1000 West Street, 17th Floor, Wilmington, DE 19801 at 10:00 a.m.
(ET).  The hearing to approve the sale of the assets to the
winning bidder is set for June 24, 2009, at 11:00 a.m.

J&D is a wholly owned subsidiary of United Fixtures Company, Inc.,
which, in turn, is a wholly owned subsidiary of UFC Interlake
Holding Co.  J&D filed for bankruptcy on May 20, 2009, in order to
effectuate the sale of a significant portion of its assets.

RSS Holdings agreed to purchase the assets related to J&D's
Retail Service Solutions Division, including inventory, accounts
receivable, fixed assets, permits, intellectual property, and
Purchased Contracts, for a purchase price of approximately
$3,200,000, comprised of $900,000 in cash and the assumption of
specified Assumed Liabilities.  RSS will receive a $55,000 break-
up fee in the event of the sale to another
bidder at the auction.

Debtors state that two insiders of J&D will be minority owners of
RSS -- Jeff Nicklaus, the current president of J&D, and Robert
Blake-Ward, a current vice president of J&D.  Messrs. Nicklaus and
Blake-Ward will both also hold officer positions in purchaser upon
consummation of the sale.

A copy of the approved bid procedures is available for free at:

     http://bankrupt.com/misc/interlake.bidprotocolorder.pdf

                     About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling,
Inc. -- http://www.interlake.com/-- makes steel storage racks in
the United States.  The Company and three of its affiliates filed
for protection on January 5, 2009 (Bankr. D. Del. Lead Case No.
09-10019).  Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP is
the Debtors' local counsel.  Lake Pointe Partners, LLC, is the
Debtors' financial advisor.  Kurtzman Carson Consultants LLC is
the claims agent for the Debtors.  Lowenstein Sandler PC
represents the official committee of unsecured creditors as
counsel.  Stevens & Lee, P.C., represents the Committee as
Delaware counsel.

When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


IPAYMENT INC: S&P Downgrades Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Nashville-based iPayment Inc. to 'B-' from 'B'.
The outlook is negative.

At the same time, S&P lowered the issue-level ratings on
iPayment's senior secured term loan and revolver to 'B-' (the same
as the corporate credit rating on the company) from 'B.  The
recovery rating on the debt remains unchanged at '3', indicating
expectations for meaningful (50%-70%) recovery in the event of
payment default.  S&P also lowered the issue-level rating on
iPayment's 9.75% senior subordinated notes due 2014 to 'CCC' (two
notches below that corporate credit rating) from 'CCC+'.  The
recovery rating on the loan remains unchanged at '6', indicating
expectations for negligible (0%-10%) recovery in the event of a
payment default.

"The downgrade reflects our concerns about limited headroom under
the consolidated leverage covenant contained in iPayment's senior
secured credit facility," said Standard & Poor's credit analyst
Susan Madison.  Headroom under the covenant was less then 10% at
March 31, 2009.  "Even if iPayment were to direct a substantial
portion of discretionary cash flow to debt reduction in 2009," she
added, "establishing adequate protection under the covenants may
be challenging given the current weak economic environment,
coupled with additional step-downs in required covenant ratios
over the course of the year."


JOHN RUSSEL MCGILL: Gets Interim OK on Rice Pugatch as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized John Russel McGill to employ Chad P. Pugatch, Esq., and
the law firm of Rice Pugatch Robinson & Schiller, P.A., as
counsel.

The firm is expected to, among other things:

   a) give advice to the Debtor with respect to its powers and
      duties as debtor-in-possession and the continued management
      of its business operations;

   b) advise the Debtor with respect to its responsibilities in
      complying with the U.S. Trustee's Operating Guidelines and
      Reporting Requirements and with the rules of the Court; and

   c) prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      administration of the case.

Mr. Pugatch told the Court that the firm received a $32,660
retainer.

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

Mr. Pugatch can be reached at:

     Rice Pugatch Robinson & Schiller, P.A.
     101 NE 3 Avenue, Suite 1800
     Ft. Lauderdale, FL 33301
     Tel: (954) 462-8000

                     About John Russel McGill

Palm Beach Gardens, Florida-based John Russel McGill is a land
developer.

The Company filed for Chapter 11 on May 15, 2009 (Bankr. S.D. Fla.
Case No. 09-19425).  The Debtor listed $10 million to $50 million
in assets and $100 million to $500 million in debts.


KARAWIA INDUSTRIES: Can Access Cash Securing Citibank N.A. Loan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the stipulations for use of cash collateral entered
between Karawia Industries, Inc., and its debtor-affiliates with
secured creditor, Citibank N.A.

The Court ordered that:

   a) the Debtors are authorized to use cash collateral, and to
      deviate from the figures in the budgets by up to 10% both on
      a line item and aggregate basis;

   b) Citibank to make all of the Debtors' funds available to the
      Debtors to be used to pay the Debtors' expenses and to not
      apply any funds against its prepetition or postpetition
      debt;

   c) the Debtors' customers are assured that they are to pay any
      and all monies owing to the Debtors directly to the Debtors
      notwithstanding any contrary instruction that they have
      received from Citibank or from anyone else.

The Debtors were party to a $7 million revolving line of credit
and a $1.5 million term loan with Citibank N.A.  Citibank
subsequently provided TRC ans IAS with $1 million revolving line
of credit and a $50,000 term loan, replacing Comerica Bank as the
Debtors' lender.

As of the petition date, the Debtors owe $7.5 million plus
additional $2.2 million of unbilled work performed.

The Debtors relate that its use of cash collateral is adequately
protected by its continued use and by equity cushion.  As of the
petition date, the Debtors had a total of $200,000 of cash plus
$9.7 million of collectible amounts

Additionally, the Debtors will grant Citibank a replacement lien
against the Debtor's assets, with the replacement lien to have the
same extent, validity, and priority as the prepetition held by the
creditor.

Torrance, California-based Karawia Industries, Inc. provides
security services to third parties.  Karawia and its affiliates
filed for Chapter 11 on April 27, 2009 (Bankr. C. D. Calif. Lead
Case No. 09-19846).  Ron Bender, Esq., represents the Debtors in
their restructuring efforts.  Karawia has assets and debts both
ranging from $10 million to $50 million.


KM CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: KM Construction, Inc.
        3935 Hwy 457
        Alexandria, LA 71302

Bankruptcy Case No.: 09-80717

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Henry Kevin Maddox                             09-80718

Chapter 11 Petition Date: June 12, 2009

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

Debtor's Counsel: Thomas R. Willson, Esq.
                  P.O. Drawer 1630
                  Alexandria, LA 71309-1630
                  Tel: (318) 442-8658
                  Fax: (318) 442-9637
                  Email: rockywillson@bellsouth.net

Total Assets: $375,774

Total Debts: $1,746,762

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/lawb09-80717.pdf

The petition was signed by Henry K. Maddox, president of the
Company.


LANCELOT INVESTORS: Court Sets August 3 Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has set August 3, 2009, as the bar date for creditors, including
government units, and interest holders to submit proofs of claims
against or proofs on interest in Lancelot Investors Fund, LP, et
al.'s Chapter 7 bankruptcy cases.

Proofs of claim and proofs of interest must be delivered so as to
be actually received on or before August 3, 2009, by:

   U.S. Bankruptcy Court for the Northern District of Illinois
   Everett McKinley Dirksen United States Courthouse
   Clerk of the Bankruptcy Court - Room 713
   219 South Dearborn Street
   Chicago, Illinois 60604-1702

As reported in the Troubled Company Reporter on Oct. 30, 2008,
Lancelot Investors Fund, LP, et al., filed for Chapter 7 on
Oct. 20, 2008, blaming a $1.5 billion loss in the collapse of
Petters Group Worldwide, LLC.  Federal authorities accused Petters
Group's founder, Thomas Petters, of orchestrating a massive ponzi
scheme.  Mr. Petters is now in jail.

Lancelot Investment Management, the management firm of the
Debtors, and its hedge funds were sued in state court in Chicago
in October 2008 by investors and a Royal Bank of Scotland Group
Plc.  The lawsuit accused Lancelot of failing to validate the
purchase orders and the existence of inventory Petters Co. Inc.
had used as collateral for the loans.  The bankruptcy filings put
those cases on hold.

Illinois-based Lancelot Investors Fund, LP, et al., consist of 19
related entities engaged in the operation of related hedge funds
or special purpose vehicles.

Ronald R. Peterson, interim Chapter 7 trustee of each of the
Debtors, reported that as of October 11, 2008, the Debtors
collectively purportedly had assets with a value of $1.78 billion
and liabilities of $275.7 million.  Approximately $1.5 billion of
the Debtors' assets purportedly consist of loans to or investments
in Peters Group Worldwide and related entities.


LEUCADIA NATIONAL: Moody's Cuts Corporate Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service has downgraded various debt ratings of
Leucadia National Corporation including the company's CFR to B1
from Ba3 and assigned a negative ratings outlook.  The rating
action concludes the review that began on March 6, 2009.

These ratings have been downgraded:

  -- Corporate Family Rating downgraded to B1 from Ba3;

  -- Probability of Default Rating downgraded to B1 from Ba3;

  -- $98 million 8.65% junior subordinated debentures due 2027
     downgraded to B3 (LGD6, 96%) from B2 (LGD6, 96%);

  -- $102 million ($350m original amount) 3.75% convertible senior
     Sub notes due 2014 downgraded to B3 (LGD6, 92%) from B2
     (LGD6, 92%);

  -- $64 million 7.75% senior notes due 2013 downgraded to B1
     (LGD4, 51%) from Ba3 (LGD4, 51%);

  -- $375 million 7% senior global notes due 2013 downgraded to B1
     (LGD4, 51%) from Ba3 (LGD4, 51%);

  -- $500 million 7.13% senior global notes due 2017 downgraded to
     B1 (LGD4, 51%) from Ba3 (LGD4, 51%);

  -- $500 million 8.13% senior notes due 2015 downgraded to B1
     (LGD4, 51%) from Ba3 (LGD4, 51%);

  -- Senior, subordinated, and preferred debt shelf, downgraded to
     (P) B1, (P) B3, and (P) B3 from (P) Ba3, (P) B2, and (P) B2,
     respectively.

The ratings outlook is negative.

The downgrade is prompted by weak operating performance among many
of Leucadia's various business units, Moody's view of a
substantial decline in its ability to monetize its portfolio, and
expected cash flow weakness or short-falls in many portfolio
holdings.  Leucadia's long history of acquiring, developing, and
ultimately profitably selling companies and real estate may remain
disrupted over the intermediate horizon, as the global economy
works through a period of diminished economic and capital markets
activity.

The negative ratings outlook reflects the risk that the company
may consume its liquidity reserves as its ability to profitably
monetize holdings remains impaired, and the risk that asset values
may fall further.

The principal methodology used in rating Leucadia is the Global
Investment Holding methodology published October 2007 (methodology
number 104817).

The last rating action was March 6, 2009 when Moody's Investors
Service took various rating actions including downgrading Leucadia
National Corporation's CFR to Ba3 and placing the company on
review for further downgrade.

Leucadia National Corporation, based in New York City, is a
diversified investment company engaged in a variety of businesses,
including manufacturing, telecommunications, property management
and services, gaming entertainment, real estate activities,
medical product development and winery operations.  The Company
also has significant investments in the common stock of two public
companies that are accounted for at fair value, one of which is a
full service investment bank and the other an independent auto
finance company.  The company also owns equity interests in
operating businesses and investment partnerships which are
accounted for under the equity method of accounting, including a
broker-dealer engaged in making markets and trading of high yield
and special situation securities, land based contract oil and gas
drilling, real estate activities and development of a copper mine
in Spain.  In 2008 Leucadia generated approximately $1 billion in
revenues.


LIMITED BRANDS: Launches Private Placement of $500MM Senior Notes
-----------------------------------------------------------------
Limited Brands, Inc., is seeking to raise approximately
$500 million of gross proceeds through an institutional private
placement of senior notes due 2019.  The notes will be guaranteed
by certain of the Company's subsidiaries.  The Company intends to
use the proceeds of this offering, after the payment of fees and
expenses, to repurchase or repay existing debt and for general
corporate purposes.

The notes have not been registered under the Securities Act of
1933, as amended, or any state securities laws, and are being
offered only to qualified institutional buyers in reliance on Rule
144A under the Securities Act and to non-U.S. persons in offshore
transactions in reliance on Regulation S.  Unless so registered,
Limited Brands' senior notes may not be offered or sold in the
United States or to U.S. persons except pursuant to an exemption
from registration requirements of the Securities Act and
applicable state securities laws.

Kerry E. Grace at The Wall Street Journal reports that Limited,
which has been struggling as consumers cut back, is reducing
capital spending and its work force and increasing its focus on
inventories and liquidity.

Headquartered in Columbus, Ohio, Limited Brands, Inc. operates
3,014 specialty stores under the Victoria's Secret, Bath & Body
Works, C.O. Bigelow, La Senza, White Barn Candle Co., and Henri
Bendel name plates.  The company's products are also available
online.

As reported by the Troubled Company Reporter on May 25, 2009,
Moody's Investors Service downgraded Limited Brands, Inc.'s
Corporate Family rating and Probability of Default rating to Ba2
from Ba1.  The rating outlook is stable.

According to the TCR on March 3, 2009, Standard & Poor's Ratings
Services said it lowered its long-term corporate credit rating on
Columbus, Ohio-based Limited Brands to 'BB' from 'BB+'.  S&P
affirmed the company's 'B-1' short-term rating.  The outlook is
negative.

The TCR reported on March 3, 2009, that Fitch Ratings downgraded
its rating on Limited Brands, Inc.'s unsecured notes to 'BB' from
'BB+' following the company's announcement that it has amended its
existing bank credit agreements.


LITTLE ROBERTS AUTO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Little Roberts Auto Parts, LLC
        2408 Blue Ridge
        Kansas City, MO 64129

Bankruptcy Case No.: 09-42747

Chapter 11 Petition Date: June 12, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: Victor F. Weber, Esq.
                  Merrick Baker & Strauss
                  1044 Main St., Ste. 400
                  Kansas City, MO 64111
                  Tel: (816) 221-8855
                  Fax: (816) 221-7886
                  Email: victor@mbslaw.psemail.com

Total Assets: $2,750,452

Total Debts: $1,842,598

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/mowb09-42747.pdf

The petition was signed by Dennis Roberts, member of the Company.


MAGNA ENTERTAINMENT: Files Fourth Default Status Report
-------------------------------------------------------
Magna Entertainment Corp. has filed its fourth bi-weekly default
status report under National Policy 12-203 of the Canadian
Securities Administrators, pursuant to which MEC announced that it
would not be filing its Annual Report on Form 10-K for the fiscal
year ended December 31, 2008, nor would it be filing quarterly
reports on Form 10-Q, with the U.S. Securities and Exchange
Commission or the Canadian securities regulators during the period
it continues to operate its business as a debtor-in-possession
under the United States Bankruptcy Code.

The filing of the report occurred after the two-week period
following the Company's last status report. Otherwise, MEC reports
that since announcing the original notice of default on March 26,
2009, and filing its first default status report on April 7, 2009,
second default status report on April 28, 2009, and third default
status report on May 29, 2009, there have not been any material
changes to the information contained therein, nor any failure by
MEC to fulfill its intentions stated therein, and there are no
additional defaults or anticipated defaults subsequent to such
announcement.  The Company intends to file its next default status
report on June 26, 2009.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MAGNACHIP SEMICONDUCTOR: Files for Chapter 11 Bankruptcy
--------------------------------------------------------
MagnaChip Semiconductor LLC and five subsidiaries have filed for
Chapter 11 bankruptcy protection in the the U.S. Bankruptcy Court
for the District of Delaware due to a sharp decline in demand.

Court documents say that MagnaChip listed up to $500 million in
assets and more than $1 billion in liabilities.

The bankruptcy filing in the U.S. was made after a South Korean
investment fund acquired assets of the MagnaChip, Reuters relates,
citing South Korean subsidiary, MagnaChip Semiconductor Ltd.

According to Reuters, MagnaChip said on Thursday that it had
signed a deal to sell the Company and its operating and sales
affiliates to a fund led by KTB Securities.  Bankruptcy Law360
says that the assets would be sold for $80 million.

Citing MagnaChip, Reuters states that the South Korean operations
for production and sales and sales units in Europe, Taiwan, and
Japan are excluded from the Company's bankruptcy filing.

MagnaChip Semiconductor -- http://www.magnachip.com/-- designs,
develops, and manufactures mixed-signal and digital multimedia
semiconductors addressing the convergence of consumer
electronics and communications devices.  MagnaChip also provides
wafer foundry services utilizing CMOS high voltage, embedded
memory, and analog and power process technologies
for the manufacture of IC's for customer-owned designs.
MagnaChip has world-class manufacturing capabilities and an
extensive portfolio of approximately 8,500 registered and
pending patents.  As a result, MagnaChip is a valued partner in
providing leading technology solutions to its customers
worldwide.


MAGNACHIP SEMICONDUCTOR: Case Summary & Seven Largest Creditors
---------------------------------------------------------------
Debtor: MagnaChip Semiconductor Finance Company
        787 N. Mary Avenue
        Sunnyvale, CA 94085

Bankruptcy Case No.: 09-12008

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
MagnaChip Semiconductor LLC                        09-12009
MagnaChip Semiconductor SA Holdings LLC            09-12010
MagnaChip Semiconductor Inc.                       09-12011
MagnaChip Semiconductor S.A.                       09-12012
MagnaChip Semiconductor B.V.                       09-12013

Type of Business: MagnaChip makes analog and mixed-signal
                  semiconductor.

                  See http://www.magnachip.com/

Chapter 11 Petition Date: June 12, 2009

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: James E. O'Neill, Esq.
                  jo'neill@pszyj.com
                  Laura Davis Jones, Esq.
                  ljones@pszjlaw.com
                  Mark M. Billion, Esq.
                  mbillion@pszjlaw.com
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19702
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Claims Agent: Omni Management Group LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: More than $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Bank of New York Mellon    bondholder debt   $500,000,000
101 Barclay Street 8W
New York, NY 10286
Tel: (212) 815-2923
Fax: (212) 815-5707

The Bank of New York Mellon    subordinated debt $250,000,000
101 Barclay Street 8W
New York, NY 10286
Tel: (212) 815-2923
Fax: (212) 815-5707

UBS Securities LLC             services          $1,250,000
299 Park Avenue, 37th Floor
New York, NY 10171
Tel: (212) 821-2000
Fax: (212) 8213285

O'Melveny & Myers LLP          services          $776,828
1999 Avenue of the Stars
Los Angeles, CA 90067
Tel: (213) 430-6459
Fax: (310) 246-6779

RR Donnelly                    services          $408,095

Shin & Kim                     services          $25,837

Shareholder.com                services          $4,407

The petition was signed by Margaret Sakai, chief financial
officer.


MARTIN JELINOWICZ: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Martin Jelinowicz
           aka Martco
           aka Jelco Enterprises
           aka Marty Bernard
        506 Lucero Avenue
        Pacific Palisades, CA 90272

Bankruptcy Case No.: 09-24771

Chapter 11 Petition Date: June 12, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Michael H. Weiss, Esq.
                  11835 W Olympic Blvd., Ste 1100
                  Los Angeles, CA 90064
                  Tel: (310) 473-6400
                  Email: mweiss@fms-law.com

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

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

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

The petition was signed by Mr. Jelinowicz.


MARVIN TE VELDE: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Marvin J. te Velde
                  aka TV Dairy, LLC
               Sandra Mae te Velde
                  aka TV Dairy, LLC
               7503 CR 19
               Fort Lupton, CO 80621

Bankruptcy Case No.: 09-21497

Chapter 11 Petition Date: June 12, 2009

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

Judge: A. Bruce Campbell

Debtors' Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 6 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/cob09-21497.pdf

The petition was signed by the Joint Debtors.


MEGACOLOR CORPORATION: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Megacolor Corporation
        1571 Heil Quaker Blvd
        La Vergne, TN 37086

Bankruptcy Case No.: 09-21841

Chapter 11 Petition Date: June 12, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Debtor's Counsel: Robert C. Furr, Esq.
                  2255 Glades Rd #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  Email: bnasralla@furrcohen.com

Total Assets: $3,747,067

Total Debts: $19,534,995

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

           http://bankrupt.com/misc/flsb09-21841.pdf

The petition was signed by Paul Hershkowitz, president of the
Company.


MERVYN'S LLC: Court Sets July 6 Administrative Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set
6:00 p.m. (prevailing eastern time) on July 6, 2009, as the
deadline for the filing of administrative claims requests in
Mervyn's LLC, et al.'s bankruptcy cases.

Pursuant to the order, all persons and entities who have a claim
or potential claim against the Debtors that arose on or after
November 30, 2008, and prior to April 30, 2009, no matter how
remote or contingent such right to payment or equitable remedy may
be, must file an administrative claim request so that it is
received on before the administrative claim bar date.

                      About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provided a mix of top national brands
and exclusive private labels. Mervyn's had 176 locations in seven
states. Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
100 shopping centers, and freestanding sites.

The Company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

In October 2008, Mervyn's disclosed its plans to close all stores
and wind down its assets.  The official committee of unsecured
creditors has proposed a conversion of the case to Chapter 7.
(Mervyn's Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MONTPELIER RE: Moody's Withdraws 'Ba1' Junior Subordinated Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Baa3 senior debt rating
(positive outlook) of Montpelier Re Holdings Ltd. and the Baa1
insurance financial strength rating (positive outlook) of
Montpelier Reinsurance Ltd. and has withdrawn the ratings for
business reasons.

The last rating action on Montpelier occurred on April 22, 2009
when Moody's affirmed the ratings of Montpelier and changed the
outlook to positive from stable.

Montpelier Re Holdings Ltd., through its subsidiaries in Bermuda,
the U.S., the United Kingdom and Switzerland, provides reinsurance
and insurance solutions to the global market.  For the quarter
ended March 31, 2009, Montpelier reported $52.3 million in net
income.  Shareholders' equity was $1.44 billion.

These ratings have been withdrawn:

* Montpelier Re Holdings Ltd. -- senior unsecured debt at Baa3;
  provisional senior unsecured debt at (P)Baa3; provisional
  subordinated debt at (P)Ba1; provisional junior subordinated
  debt at (P)Ba1; provisional preferred stock at (P)Ba2;

* Montpelier Reinsurance Ltd. -- insurance financial strength at
  Baa1;

* MRH Capital Trust I, II -- provisional capital securities at
  (P)Ba1.

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


MORRIS PUBLISHING: Forbearance on $9.7MM Interest Payment Moved
---------------------------------------------------------------
Morris Publishing Group, LLC, has obtained an extension until
July 14, 2009, to make a $9.7 million interest payment on its
senior subordinated notes.  Holders of more than 80% of the
outstanding amount of senior subordinated notes have agreed to
extend the forbearance period for the payment, which originally
was due February 1, 2009.

Morris Publishing's senior bank group also agreed to extend until
July 14, 2009, the waiver of the cross default arising from the
overdue interest payment on the senior subordinated notes.

Morris Publishing Group, LLC -- http://www.morris.com/-- is a
privately held media company based in Augusta, Georgia.  Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.


NESTOR TRUJILLO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Nestor Trujillo
                  dba Aluminum Supply & Service
               Cheryl Lynn Trujillo
                  dba Curley's Place
                  fka Cheryl Lynn Carey
               227 CR 302
               Bunnell, FL 32110

Bankruptcy Case No.: 09-04774

Chapter 11 Petition Date: June 12, 2009

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

Judge: Jerry A. Funk

Debtors' Counsel: Albert H. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Email: court@planlaw.com

Total Assets: $1,116,819

Total Debts: $1,988,744

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

          http://bankrupt.com/misc/flmb09-04774.pdf

The petition was signed by the Joint Debtors.


NEWLOOK INDUSTRIES: Says Sale of Two Subsidiaries Delayed
---------------------------------------------------------
Newlook Industries Corp. previously held that their December 31,
2008 audited annual financial statements would not be filed on
time.  As a result of the delay, Newlook Industries made an
application to the Ontario Securities Commission for a Management
Cease Trade Order to be imposed as prescribed under National
Policy 12-203 with respect to the late filing.

Newlook's failure to file its Annual Financial Statements within
the prescribed period of time was due to two subsidiaries being
placed into receivership by a secured creditor on January 9, 2009.
The court-appointed receiver-manager of the subsidiaries obtained
court approval for the sale of all of the assets on April 28,
2009.  The receiver-manager also obtained leave from the court on
May 14, 2009, to assign the subsidiaries into bankruptcy.

Newlook said it is unable to complete the audit of the year end
December 31, 2008, financial statements without confirmation of
the firm details of the sale transaction and the uncertainty
associated with the legal insolvency status of the subsidiaries.

The receiver-manager has communicated to Newlook that there has
been a delay in closing the sale transaction due to proposed
purchase price adjustments by the purchaser and the assignment
into bankruptcy has been delayed by the receiver-manager due to
legal administrative issues with changing the names of the
subsidiaries.

As a result of the delay in filing the Annual Financial
Statements, Newlook has been unable to file its interim quarterly
financial statements for the three month period ended March 31,
2009.

Newlook presently expects to file its Annual Financial Statements
and its Interim Financial Statements or provide further notice on
or before June 30, 2009.

Newlook also confirms that:

   -- the date on which it is anticipated that the Annual
      Financial Statements and the Interim Financial Statements
      will be filed has been changed from June 15, 2009 to
      June 30, 2009. This is the only material change in the
      information contained in the News Release.

   -- its stated intentions as stated in the News Release have not
      changed other than the delay of the expected filing of the
      Annual Financial Statements which is expected to occur on or
      before June 30, 2009.

   -- there are no actual or anticipated defaults of financial
      statement filing requirements subsequent to that default
      disclosed in the News Release.

   -- there is no other material information concerning Newlook's
      affairs that has not been generally disclosed.

As required by NP 12-203, Newlook will continue to provide
bi-weekly updates on the status of the failure to file the Annual
Financial Statements until they have been filed.  A CTO may be
imposed sooner if the Corporation fails to provide bi-weekly
updates.

                     About Newlook Industries

Newlook Industries Corp., headquartered in Toronto, Ontario, is a
publicly traded company listed on the TSX Venture Exchange.
Newlook holds a 56% controlling interest in Wireless Age
Communications, Inc., (WLSA:OTCBB).  Wireless Age's retail
subsidiary, Wireless Age Communications Ltd., owns and operates
retail cellular and telecommunications outlets in cities in
western Canada.  Wireless Age's wholesale subsidiary, Wireless
Source Distribution Ltd., distributes two-way radio products and
wireless accessories to retailers, dealers, service centres,
carriers and network operators.


NOBLE INTERNATIONAL: Auction of Spring Lake Assets Set on June 22
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
schedule a hearing for June 23, 2009, to hear the motion of Noble
International, Ltd. for the sale of its rolled formed and hot
formed products operations in Spring Lake, Michigan, to the
highest bidder at an auction.

Objections to approval of the sale are due not later than
June 19, 2009, at 4:00 p.m. (Prevailing Eastern Time).

The bidding deadline is June 19, 2009, at 5:00 p.m. (Prevailing
Eastern Time).

The auction will be held on June 22, 2009, at 10:00 a.m.
(Prevailing Eastern Time) at the offices of counsel to the
Debtors, Foley & Lardner LLP, One Detroit Center 500 Woodward
Ave., Suite 2700, Detroit, MI 48226-3489.

A copy of the approved bid procedures, attached as Annex 1 to the
bid procedures motion, is available for free at:

      http://bankrupt.com/misc/noble.bidprotocol.pdf

                     About Noble International

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. Mi. 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.


PACIFIC ETHANOL: Can Obtain $20 Million DIP Financing From WestLB
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Pacific Ethanol Holding Co. LLC and its debtor-affiliates to:

   1) obtain postpetition financing consisting of a:

      -- $20 million super priority non-amortizing revolving
         credit; and

      -- a dollar-for-dollar conversion in a principal amount not
         to exceed $20 million with WestLB, New York Branch as
         administrative agent and collateral agent and a syndicate
         of financial institutions and Amarillo National Bank;

   2) grant to the DIP Agent and DIP lenders (i) security
      interests and liens and (ii) superpriority claims to secure
      its obligations;

   3) use cash collateral.

As of Pacific Ethanol's petition date, the principal amount of
secured indebtedness was $247.3 million, plus accrued and unpaid
interest, fees and other costs and consited of, among other
things, construction/project financing, term loans, a revolving
loan facility and a note payable.  Each of the Debtors are parties
to that certain credit agreement, dated as of February 27, 2007,
as amended, with WestLB, as administrative agent and collateral
agent, and the other prepetition lenders.

At an emergency interim hearing held to consider the entry of the
interim order on May 19, 2009, the preliminary objections of Banco
Santader S.A., Banco de Sabadell S.A. and Dimaio Ahmad Capital LLC
as investment manager for certain clients and the limited
objection of Glitner Bank H.F. were considered.

The Debtors negotiated the DIP facility with the DIP lenders
extensively and at arms'-length.

                Salient Terms of the DIP Financing

Borrowers:            Pacific Ethanol Holding Co. LLC, Pacific
                      Ethanol Madera LLC, Pacific Ethanol
                      Columbia, LLC, Pacific Ethanol Stockton, LLC
                      and Pacific Ethanol Magic Valley, LLC

Borrowings:           The DIP Facility will include: (x) revolving
                      loans to be advanced and made available in
                      the maximum principal amount of $20 million
                      and (y) a 1:50:1.00 conversion of an amount
                      not to exceed $30 million with respect to
                      the pro rata outstanding prepetition
                      indebtedness beneficially owned by the
                      applicable DIP lenders at the closing date.
                      The DIP Roll-Up amount will be calculated on
                      a basis of one and one-half dollars of DIP
                      Roll-Up loans for each dollar of DIP
                      revolving loans provided by the DIP lenders.

                      About $15 million of the DIP Roll-Up loan
                      will convert concurrently with the funding
                      of the DIP revolving Interim Commitment.

DIP Lenders:          WestLB and together with any person who will
                      become a lender under the DIP Facility

DIP Agent:            WestLB, in the capacity as DIP agent.

Mandatory Prepayments:The borrowers will be required to prepay
                      certain amount under the DIP facility upon
                      receipt of (i) project documentation
                      payments; (ii) condemnation proceeds; (iii)
                      insurance proceeds; and (iv) net cash
                      proceeds of any disposition.

Interest Rate and
Default Interest:     Interest will be payable monthly in arrears
                      in cash on the outstanding amount of the DIP
                      revolving loans on the first business day of
                      each month at a rate equal to LIBOR +10% per
                      annum.

                      The default rate will be the then applicable
                      interest rate plus 2.0% per annum.

Maturity:             The borrowers will repay any outstanding
                      advances and loans under the DIP facility in
                      full in immediately available funds on the
                      maturity date, as the earliest of (i) 6
                      months after the closing date; (ii) the
                      acceleration of all or any portion of the
                      obligations under the DIP facility; (iii)
                      the first business date on which the interim
                      order expires by its term or is terminated,
                      unless the final order will have been
                      entered and become effective prior thereto;
                      (iv) conversion of any of the Chapter 11
                      cases to a case under Chapter 7 unless
                      otherwise consented to in writing by the DIP
                      agent and the DIP lenders; and (v) the
                      effective date of any borrower's Plan of
                      Reorganization confirmed in the Chapter 11
                      cases.

Liens:                To secure all obligations of the borrowers,
                      the DIP agent, and the DIP lenders will
                      receive valid, enforceable and fully
                      perfected security interests in liens upon
                      all prepetition and postpetition assets of
                      the borrowers, whether now existing or
                      hereafter acquired or arising, which liens
                      will have the priority.

                      The DIP liens granted to the DIP lenders
                      with respect to the DIP Roll-Up loans will
                      be pari passu, on a pro rata basis to the
                      liens granted to the DIP lenders with
                      respect to the DIP revolving loans.

                      All DIP obligations will have superpriority
                      administrative expense status with priority
                      over all costs and expenses.

Fees:                 The borrowers will pay these fees on account
                      of the DIP facility:

                      -- a 2.0% facility fee of the DIP revolving
                         commitment payable to the DIP lenders on
                         the closing date;

                      -- a 1.% structuring fee of the DIP
                         revolving commitment payable to the DIP
                         agent on the closing date;

                      -- a fee of 1.0% on the unused portion of
                         the DIP revolving commitment of 2.0% per
                         annum, payable monthly;

                      -- all reasonable out-of pocket fees, costs
                         and expenses of the DIP agent, the DIP
                         lenders, the prepetition agent and the
                         prepetition lenders, et.al., to be
                         payable by the borrowers under the DIP
                         facility on demand whether or not the
                         transactions contemplated hereby are
                         consummated.

The agreement contained certain events of defaults.

                   About Pacific Ethanol Holding

Headquartered in Sacramento, California, Pacific Ethanol Holding
Co. LLC -- http://www.pacificethanol.net/-- produces and sells
ethanol.  The Debtors are affiliates of Pacific Ethanol Inc.

The Company and its affiliates filed for Chapter 11 on May 17,
2009 (Bankr. D. Del. Lead Case No. 09-11713).  Lawrence C.
Gottlieb, Esq., and Richard S. Kanowitz, Esq., at Cooley Godward
Kronish LLP represent the Debtors in their restructuring effort.
The Debtors propose to hire Steven M. Yoder, Esq., at Potter
Anderson & Corroon LLP as co-counsel and Epiq Bankruptcy Solutions
LLC as claims and noticing agent.  The Debtors listed $50 million
to $100 million in assets and $100 million to $500 million in
debts.


PALM DRIVE: S&P Downgrades Rating on 2005 Tax Bonds to 'BB'
-----------------------------------------------------------
Standard & Poor's lowered its rating on Palm Drive Health Care
District, California's series 2005 parcel tax revenue bonds three
notches to 'BB' from 'BBB'.  The outlook was also revised to
stable from negative.  The district is currently in bankruptcy,
following its filing on April 5, 2007, under Chapter 9 of the U.
S. Bankruptcy Code.  The rating downgrade reflects S&P's view that
current economic conditions and the revenue environment may place
increased pressure on the district's ability to achieve the
operational reform needed to keep the hospital open or prevent it
from returning to bankruptcy, once it emerges, which, under the
indenture, could trigger payment acceleration.

The revenue bonds are secured by a fixed perpetual parcel tax of
$155 imposed on taxable parcels of real property within the
district.

The district's credit strengths, in S&P's opinion, include an
affordable $155 per parcel tax, strong pro-forma maximum annual
debt service, and high value-to-lien ratio.  Additionally,
according to the series 2005 parcel tax revenue bond indenture
trustee, all debt service payments have been made since the
district filed for bankruptcy protection under Chapter 9 on
April 5, 2007.

"The stable outlook is based on our view of the uninterrupted
payment of debt service since the bankruptcy filing, and
classification of the bonds as an unimpaired allowed secured claim
in the district's plan of adjustment," said Standard & Poor's
credit analyst Misty Newland.

Palm Drive Hospital is a 37-bed acute care hospital located in
Sebastopol, California in Sonoma County, about 8 miles west of
Santa Rosa-Petaluma, the nearest metropolitan area.  The hospital
is an independent, non-profit facility operated by the Pam Drive
Health Care District.  The district estimates its population at
about 60,000.  The median household effective buying income for
the county was 125% of the nation in 2008.


POLAROID CORP: U.S. Trustee Wants Case Converted to Chapter 7
-------------------------------------------------------------
Habbo G. Fokkena, the United States Trustee Region 12, asks Hon.
Gregory F. Kishel of the U.S. Bankruptcy Court for the District of
Minnesota to convert the Chapter 11 cases of Polaroid Corporation
and its debtor-affiliates to Chapter 7 liquidation proceedings.

The U.S. Trustee asserted that there is no business to
rehabilitate in Chapter 11 since the Debtors have liquidated their
primary business operations and majority of their assets.  PLR
Acquistion LLC, a joint venture composed of Hilco Consumer Capital
L.P. and Gordon Brothers Brands LLC, acquired all of the assets.
The sale closed on May 7, 2009, The U.S. Trustee noted.

A hearing is set for June 23, 2009, at 3:00 p.m., to consider the
U.S. Trustee's request.  Objections, if any, are due June 18,
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.  Paul Hastings, Janofsky & Walker LLP, and Faegre &
Benson LLP represent the Committee.

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.


POLAROID CORP: Committee Plan Outline to Be Heard July 16
---------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota will convene a hearing on July 16, 2009, at
1:30 p.m., to consider approval of the disclosure statement
describing a Chapter 11 plan of liquidation for Polaroid
Corporation and its debtor-affiliates filed by the Official
Committee of Unsecured Creditors.  Objections, if any, must be
filed five days before the hearing.

                        Overview of the Plan

The Plan provides for the transfer of all of the Estates' Assets
-- including the Debtors' ownership interest in PLR IP Holdings
LLC, a joint venture with Hilco PLR Company LLC, and Gordon
Brothers Brands LLC, and liabilities including Claims -- into the
Polaroid Liquidating Trust which will be formed pursuant to the
Plan for the benefit of the Estates.

The Polaroid Liquidating Trust will, among other things, have the
responsibility for liquidating certain assets, pursuing causes of
action, reconciling Claims and distributing the Assets of the
Estates to the Holders of Allowed Claims in accordance with the
Plan.  The Polaroid Liquidating Trust will be under the full
control of the Liquidating Trustee as provided in the Plan,
subject to the limitations set forth in the Plan and the
Liquidating Trust Agreement.

Under the terms of the Plan and the Polaroid Liquidating Trust,
Avidity Partners shall be appointed as the Liquidating Trustee of
the Polaroid Liquidating Trust.  It is anticipated that legal
counsel for the Committee will serve as legal counsel for the
Polaroid Liquidating Trust and that, in addition to the U.S.
Trustee as an ex-officio member, certain members to be identified
by the Creditors Committee will serve as members of the Trust
Oversight Committee

Neither the Debtors nor any of their present or former officers,
directors, shareholders, employees, professionals, agents or
affiliates shall have any duties or responsibilities in respect of
the Polaroid Liquidating Trust.  The Bankruptcy Court will retain
and have exclusive jurisdiction over any and all matters involving
the Liquidating Trustee and the Polaroid Liquidating Trust
and the Trust Oversight Committee.

                     Summary of Plan Treatment

Under the Plan, the Allowed Claims of the Debtors' Creditors will
be paid as follows:

a) Each Holder of an Allowed Secured Claim against any Debtor or
   Debtors will, at the option of the Liquidating Trustee, either:

   -- have its Claim reinstated and rendered unimpaired in
      accordance with Bankruptcy Code, notwithstanding any
      contractual provision or applicable non-bankruptcy law that
      entitles such Holder to demand or to receive payment of
      such Claim prior to the stated maturity of such Claim from
      and after the occurrence of a default;

   -- receive Cash in an amount equal to the allowed amount of
      such Claim, in full and complete satisfaction of such Claim,
      on the later of the initial distribution date under the Plan
      and the date such Claim becomes an Allowed Claim, or as soon
      thereafter as is practicable; or

   -- receive the collateral securing its Claim in full and
      complete satisfaction of such Claim on the later of the
      initial distribution date under the Plan and the date such
      Claim becomes an Allowed Claim, or as soon thereafter as is
      practicable.

b) Administrative Expense, Priority Tax, and Other Priority
   Claims will be paid in full.

c) Allowed General Unsecured Claims will receive a Pro Rata share
   of all Distributable Cash after:

   -- payment of the Priority Claims and the Convenience Class
      Claims; and

   -- retention of amounts needed to pay or reserve for
      anticipated amounts of Post-Confirmation Expenses.

d) The distribution to holders of Allowed Acorn/Ritchie Claims is
   dependent upon the outcomes of the Acorn and Ritchie
   Litigations.

e) Holders of Debtor Intercompany Claims shall receive no
   distribution or dividend based on account of such interests.

f) The distribution to Holders of Non-Debtor Intercompany Claims
   is dependent upon the outcome of the litigation to avoid,
   disallow, equitably subordinate or recharacterize such
   Claims that the Committee anticipates the Liquidating Trustee
   will prosecute.

g) Holders of the Interests or Interest Related Claims shall
   receive no distribution or dividend based on account of such
   interests.

A full-text copy of the Committee's disclosure statement is
available for free at http://ResearchArchives.com/t/s?3de1

A full-text copy of the Committee's Chapter 11 plan of liquidation
is available for free at http://ResearchArchives.com/t/s?3de2

                   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.  Paul Hastings, Janofsky & Walker LLP, and Faegre &
Benson LLP represent the Committee.

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.


PREMIER MILLWORK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Premier Millwork Manufacturing LLC
        12910 Automobile Boulevard, Suite A
        Clearwater, FL 33762

Bankruptcy Case No.: 09-12370

Chapter 11 Petition Date: June 12, 2009

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Timothy M. Papp, Esq.
                  Giffin, Papp & Myer, LLC
                  11681 Seminole Boulevard
                  Largo, FL 33778
                  Tel: (727) 393-8351
                  Fax: (727) 392-2188
                  Email: mbaeten@honestrep.com

Total Assets: $377,719

Total Debts: $1,401,302

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

          http://bankrupt.com/misc/flmb09-12370.pdf

The petition was signed by David M. Baccari, managing member of
the Company.


QUALITY LANDSCAPING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Quality Landscaping, Inc.
        72 Benedict Road
        Monroe, CT 06468

Bankruptcy Case No.: 09-51133

Chapter 11 Petition Date: June 12, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Stephen P. Wright, Esq.
                  Harlow, Adams, and Friedman
                  300 Bic Drive
                  Milford, CT 06460
                  Tel: (203) 878-0661
                  Fax: (203) 878-9568
                  Email: spw@quidproquo.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/ctb09-51133.pdf

The petition was signed by Robert Squinobal, president of the
Company.


QUEBECOR WORLD: R.R. Donnelley's Offer to Quebecor World Expires
----------------------------------------------------------------
R.R. Donnelley & Sons Company (NYSE: RRD) said in a press release
that its proposal to acquire substantially all of the assets and
assume certain liabilities of Quebecor World, Inc., expired on
June 10, 2009.

"We are disappointed by the decision of Quebecor World to reject
our June 8 proposal," said Thomas J. Quinlan III, RR Donnelley's
President and Chief Executive Officer. "We believe that our
proposal was undoubtedly in the best interests of creditors based
on a comparison of the distributions under our proposal with the
distributions under the proposed stand-alone plan of
reorganization.  We are particularly disappointed because of the
efforts and concessions made by us to adapt our proposal in
response to concerns that were communicated to us."

RR Donnelley originally made a proposal to Quebecor World on
May 12, 2009, and after preliminary due diligence, the proposal
was subsequently modified to respond to feedback from certain
Quebecor World creditors and resubmitted on June 2 and 8, 2009.

Under the offer, R.R. Donnelley proposes to pay Quebecor World in
the aggregate:

* approximately US$700,000,000 cash, contemplated for
   distribution under the draft First Amended Plan of
   Reorganization proposed with respect to the U.S. bankruptcy
   proceeding and the draft Plan of Reorganization and
   Compromise proposed with respect to the Canadian
   reorganization of QWI; plus

* cash on balance sheet -- estimated as of June 30, 2009, at
   $257,000,000 pursuant to the Plans; plus

* 30 million shares of RRD common stock, which represent
   approximately 15% of RRD's outstanding shares and have a
   value of US$394,200,000 based on the closing trading price
   on May 11, 2009.  RRD common stock is listed for trading on
   the New York Stock Exchange, and the current market
   capitalization of RRD is approximately US$2.7 billion.

"This would have been an excellent fit for RR Donnelley and the
best opportunity for the Quebecor World creditors.  However,
given our view of the Quebecor World operations, a transaction
ascribing a higher value to Quebecor World than we offered in our
last proposal is simply not in the interests of RR Donnelley,"
said Mr. Quinlan.  "We look forward to continuing to pursue other
strategic initiatives."

RR Donnelley (NYSE: RRD) is the world's premier full-service
provider of print and related services, including business
process outsourcing.  Founded more than 144 years ago, the
company provides products and solutions in commercial printing,
direct mail, financial printing, print fulfillment, labels,
forms, logistics, call centers, transactional print-and-mail,
print management, online services, digital photography, color
services, and content and database management to customers in the
publishing, healthcare, advertising, retail, technology,
financial services and many other industries.  The largest
companies in the world and others rely on RR Donnelley's scale,
scope and insight through a comprehensive range of online tools,
variable printing services and market-specific solutions.

For more information, and for RR Donnelley's Corporate Social
Responsibility Report, visit the company's Web site at
http://www.rrdonnelley.com/

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on January
20, 2008.  The following day, 53 of QWI's U.S. subsidiaries,
including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: CCAA Applicants File 2nd Amended & Restated Plan
----------------------------------------------------------------
Quebecor World, Inc., and its affiliates that filed insolvency
proceedings under the Canadian Companies' Creditors Arrangement
Act delivered on June 8, 2009, to the Ontario Superior Court of
Justice a Second Amended and Restated Plan of Reorganization and
Compromise.

The Second Amended Plan provides for these additional changes to
the Plan:

  (a) The Affected Syndicate Claims will be deemed to be
      accepted for both voting purposes and distribution
      purposes in accordance with the Plan in an aggregate
      amount equal to C$749,055,552, instead of the previously
      disclosed amount of $746,732,123, which will be the
      aggregate Proven Claims of the Affected Syndicate Claims
      and the Holders of the Affected Syndicate Claims will
      receive in the aggregate, in respect of the Proven Claims,
      the Syndicate Recovery.

  (b) Subject to the right of any current or former director,
      officer, employee, consultant or other service provider
      of QWI to participate in any new nonqualified plans,
      agreements or arrangements of QWI effective upon the
      Implementation Date, any plans, agreements and
      arrangements in respect of which QWI has any liability for
      the payment of pension benefits will be, and deemed to be,
      repudiated or otherwise terminated by QWI, without any
      further act or formality, effective upon the
      Implementation Date:

      * the Restoration Plan for Non-Unionized Employees of
        Quebecor World Inc. and all rights of current and former
        participants and beneficiaries to it; and

      * each agreement styled as a Supplemental Executive
        Retirement Plan or Supplementary Retirement Plan
        Agreement to which QWI is a party and all rights of
        current and former participants and beneficiaries to it.

      The Rejected Employee Agreements will not include any
      employment agreements or employment offer letter
      agreements that set forth terms and conditions of an
      employee's employment with QWI.

  (c) The Canadian Pension Plans will not be modified or
      affected by any provision of the Plan and will be
      continued after the Implementation Date in accordance with
      their terms.  QWI will satisfy the minimum funding
      requirements, and be liable for the payment of
      contributions, in accordance with applicable Laws, subject
      to any applicable rights and defenses of QWI, and
      administer the Canadian Pension Plans.  In the event that
      the Canadian Pension Plans terminate after the
      Implementation Date, QWI will be responsible for the
      liabilities imposed by applicable Laws.

  (d) The members of the Board who will not remain on the Board
      pursuant to the Plan will resign or be removed by the
      Sanction Order.

A blacklined copy of the Second Amended Plan is available for
free at http://ResearchArchives.com/t/s?3ddb

         CCAA Applicants File Additional Plan Exhibits

Quebecor World (USA), Inc., and its debtor affiliates filed on
June 8, 2009, exhibits to the Plan of Reorganization filed with
the U.S. Bankruptcy Court for the Southern District of New York:

  (a) Non-Exclusive Schedule of Executory Contracts and
      Unexpired Leases to be Assumed, a schedule of which is
      available for free at:

      http://bankrupt.com/misc/QWI_USPlan_Ex7-1.pdf

  (b) Previously Assumed Executory Contracts or Unexpired Leases
      to be Assigned, a schedule of which is available for free
      at http://bankrupt.com/misc/QWI_USPlan_Ex7-4.pdf

  (c) Non-Exclusive Schedule of Executory Contracts and
      Unexpired Leases to be Rejected, a schedule of which is
      available for free at:

      http://bankrupt.com/misc/QWI_USPlan_Ex7-5.pdf

QWI also delivered to the Ontario Superior Court of Justice
exhibits to the Amended And Restated Plan Of Reorganization And
Compromise:

  (a) Articles of Reorganization, a full-text copy of which is
      available for free at http://ResearchArchives.com/t/s?3dd6

  (b) Disclosure Exhibit disclosing R.R. Donnelley & Son's offer
      to buy Quebecor World, Inc.'s assets, a full-text copy of
      which is available for free at:

             http://ResearchArchives.com/t/s?3dd7

  (c) Restructuring Transaction Notice, a full-text copy of
      which is available for free at:

             http://ResearchArchives.com/t/s?3dd8

  (d) a Summary of the Class A Preferred Shares available for
      free at http://ResearchArchives.com/t/s?3dd9

  (e) a Summary of Warrants available for free at
      http://ResearchArchives.com/t/s?3dda

Quebecor World said it is proceeding on the timetable contemplated
under its proposed reorganization plans so as to successfully
emerge from both the U.S. and Canadian insolvency proceedings by
mid-July 2009.  In that connection, the Company is pleased to
announce that it is well advanced in its exit financing process.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on January
20, 2008.  The following day, 53 of QWI's U.S. subsidiaries,
including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


REDEEMED PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Redeemed Properties, Inc.
        4968 Underwood Avenue
        Baton Rouge, LA 70805

Bankruptcy Case No.: 09-10846

Chapter 11 Petition Date: June 12, 2009

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

Judge: Douglas D. Dodd

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: $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/lamb09-10846.pdf

The petition was signed by Jerry Baker, president of the Company.


REFCO INC: Court Extends Claims Objection Deadline to December 5
----------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended the time within which the
Plan Administrators of Refco, Inc., and its affiliates may object
to general and administrative claims, through and including
December 5, 2009.

Steven Wilamowsky, Esq., at Bingham McCutchen, LLP, in New York,
disclosed that since the Petition Date, 14,700 claims, aggregating
approximately $150 billion, have been filed against the estates.
In addition, the Plan Administrators have reconciled 8,300 unfiled
claims at the estate of Refco F/X Associates, LLC, resulting in a
total claims pool of 23,000 claims.

Over the course of Refco's Chapter 11 cases, about 22,900 filed
and unfiled claims have been resolved.  The Plan Administrators
currently have on file pending objections to approximately 70
claims.  Of the approximately 23,000 claims in the Debtors' cases,
225 claims were asserted as administrative claims against the
Debtors, Mr. Wilamowsky said.

Mr. Wilamowsky noted that the Plan Administrators continue to
reconcile the remaining outstanding claims filed against the Refco
estates, and anticipate filing additional claims objections or
resolving the outstanding claims over the coming months.
Specifically, 15 claims remain for additional claims resolution,
of which the Plan Administrators have completed an initial level
of analysis.  The Claims remain outstanding pending an analysis of
potential avoidance issues and coordination with the Plan
Administrators, and ongoing settlement discussions.

The Extended Objection Deadlines will allow the Debtors to
complete the claims reconciliation process and to help ensure that
all non-meritorious claims are appropriately challenged, Mr.
Wilamowsky maintained.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represented the Debtors in their restructuring efforts.
Milbank, Tweed, Hadley & McCloy LLP, represented the Official
Committee of Unsecured Creditors.  Refco reported US$16.5 billion
in assets and US$16.8 billion in debts to the Bankruptcy Court on
the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REZA FARNOOD AHMADI: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Reza Farnood Ahmadi
               Anisa Ahmadi
               3525 Cornell Rd
               Fairfax, VA 22030

Bankruptcy Case No.: 09-14697

Chapter 11 Petition Date: June 12, 2009

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

Judge: Robert G. Mayer

Debtors' Counsel: Daniel M. Press, Esq.
                  Chung & Press, P.C.
                  6718 Whittier Ave., Suite 200
                  McLean, VA 22101
                  Tel: (703) 734-3800
                  Fax: (703) 734-0590
                  Email: dpress@chung-press.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 19 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/vaeb09-14697.pdf

The petition was signed by the Joint Debtors.


RIVER HILL SPORTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: River Hill Sports Grille, Inc.
           fka Luna Sea Grille Inc.
           fka River Hill Sports Grille
        6040 Daybreak Circle
        Clarksville, MD 21029

Bankruptcy Case No.: 09-20691

Chapter 11 Petition Date: June 12, 2009

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

Judge: Nancy V. Alquist

Debtor's Counsel: Alan M. Grochal, Esq.
                  Tydings & Rosenberg, LLP
                  100 E. Pratt Street
                  Baltimore, MD 21202
                  Tel: (410) 752-9715
                  Email: agrochal@tydingslaw.com

                  Catherine Keller Hopkin, Esq.
                  Tydings & Rosenberg
                  100 E. Pratt Street, 26th Floor
                  Baltimore, MD 21202
                  Tel: (410) 752-9768
                  Email: chopkin@tydingslaw.com

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

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

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

          http://bankrupt.com/misc/mdb09-20691.pdf

The petition was signed by William Ray Miller II, owner of the
Company.


ROUND 'EM UP: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Round 'Em Up, LLC
        16012 Metcalf Avenue, Suite 1
        Overland Park, KS 66085

Bankruptcy Case No.: 09-21867

Chapter 11 Petition Date: June 12, 2009

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Neil S. Sader, Esq.
                  The Sader Law Firm, LLC
                  4739 Belleview, Suite 300
                  Kansas City, MO 64112-1364
                  Tel: (816) 561-1818
                  Fax: (816) 561-0818
                  Email: nsader@saderlawfirm.com

                  Bradley D. McCormack, Esq.
                  4739 Belleview, Suite 300
                  Kansas City, MO 64112-1364
                  Tel: (816) 561-1818
                  Fax: (816) 561-0818
                  Email: bmccormack@saderlawfirm.com

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

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

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

          http://bankrupt.com/misc/ksb09-21867.pdf

The petition was signed by Brian Studdard, managing member of the
Company.


SANDERSON INDUSTRIES: Court To Consider Cash Collateral Use Today
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia is
set to consider Sanderson Industries, Inc.'s continued access to
Comerica Bank's cash collateral on June 16, 2009, at 11:45 a.m.,
at Courtroom 1204, U.S. Courthouse, 75 Spring Street, S.W.
Atlanta, Georgia.

Comerica Bank asserts a security interest in and lien upon all of
the Debtor's property, including accounts receivable and proceeds
therefrom.  The Debtor owes Comerica in the principal amount of
$2,500,000.

The Debtor will grant the lender (i) security interest in and lien
upon the Debtor's postpetition assets; (ii) continuation in full
force and effect, in the same priority, of the lien and security
interest held by the lender in its prepetition collateral; (iii)
monthly payment due the lenders, calculated at the non-default
rate; replacement lien on postpetition accounts receivable and
proceeds.

                     About Sanderson Industries

Atlanta, Georgia-based Sanderson Industries, Inc. is manufacturing
parts for the automotive industry.

The Company filed for Chapter 11 on May 11, 2009 (Bankr. N. D. Ga.
Case No. 09-72311).  David G. Bisbee, Esq., represents the Debtor
in its restructuring efforts.  The Debtor listed total assets of
$12,895,000 and total debts of $16,513,276.


SANDERSON INDUSTRIES: Taps David Bisbee as Gen. Bankruptcy Counsel
------------------------------------------------------------------
Sanderson Industries, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Georgia for permission to employ The Law
Office of David G. Bisbee as general reorganization counsel.

The firm will represent the Debtors in the Chapter 11 case.

David G. Bisbee received $10,350 for prepetition services and
$14,650 as a retainer for the Chapter 11 case.  The source of the
pre-petition fees and retainer funds is the Debtor.

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

The firm can be reached at:

     The Law Office of David G. Bisbee
     2929 Tall Pines Way
     Atlanta, GA 30345
     Tel: (770) 939-4881
     Fax: (770) 783-8595

                     About Sanderson Industries

Atlanta, Georgia-based Sanderson Industries, Inc., filed for
Chapter 11 on May 11, 2009 (Bankr. N. D. Ga. Case No. 09-72311).
David G. Bisbee, Esq., represents the Debtor in its restructuring
efforts.  The Debtor listed total assets of $12,895,000 and total
debts of $16,513,276.


SEALED AIR: S&P Assigns 'BB+' Rating on $250 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '3' recovery rating to Sealed Air Corp.'s proposed
$250 million senior unsecured notes due 2017, to be issued under
Rule 144A without registration rights.  The '3' recovery rating
indicates S&P's expectation for meaningful (50% to 70%) recovery
in the event of a payment default.  The company will use net
proceeds from the proposed notes offering for general corporate
purposes, including the redemption of a portion of its 3%
convertible senior notes due 2033.  S&P also affirmed all other
ratings, including the 'BB+' corporate credit rating on the
company.  The outlook is stable.

The ratings on Elmwood Park, New Jersey-based Sealed Air Corp.
reflect its strong business risk profile and its fairly consistent
free cash flow, offset by a significant financial risk profile.
Sealed Air is a leading global manufacturer of a wide range of
packaging and performance-based materials and equipment systems
that serve an array of food, industrial, medical, and consumer
applications.  The company, with trailing 12-month revenues of
about $4.7 billion, benefits from significant geographic
diversity, and generates more than half of its sales outside the
U.S. Meaningful barriers to entry include strong market positions,
global infrastructure, technological expertise and innovation, and
powerful brands including Cryovac(R) flexible packaging (primarily
multilayer shrink bags and films for food) and Bubble Wrap(R)
cushioning for protective packaging.

The stable outlook is supported by the company's strong business
risk profile, consistent cash flow generation, and recent
financing efforts to address near-term debt maturities.  Following
the February 2009 issuance of privately placed $300 million 12%
senior notes due 2014 and the proposed $250 million notes
issuance, Sealed Air is adequately positioned to meet its near-
term debt maturities and to make the payment in connection with
the asbestos settlement payment, if W.R. Grace & Co. exits from
bankruptcy in late 2009 or 2010.  Adequate liquidity is supported
by its sizable cash balance, ample availability under its
committed credit facilities, and consistent free cash generated
from operations.

With the asbestos matter apparently close to resolution, the most
likely trigger for a downgrade would be a large, debt-financed
acquisition or significant shareholder rewards.  S&P could also
take a negative rating action if market conditions deteriorate and
covenant compliance becomes a concern.  Ratings upside is limited
primarily by financial policy considerations, given S&P's
expectations that operating results will gradually improve with
economic recovery and that the company will address its
obligations related to the Grace bankruptcy proceedings.


SENDTEC INC: Files for Chapter 11; Management Bids for Assets
-------------------------------------------------------------
SendTec, Inc., has elected to file a Chapter 11 petition in the
U.S. Bankruptcy Court for the Middle District of Florida.
Concurrently with the filing, the court has received an offer led
by management and a group of outside investment firms to purchase
assets and continue operations in a new company.

SendTec said its core operations are strong and that it has
sufficient cash reserves and cash flow from operations to continue
business operations as usual during the Chapter 11 process.  All
of SendTec's employees will continue and transition to the new
company upon approval of the court's sale of assets.

Paul Soltoff, Chief Executive Officer of SendTec said "SendTec's
core business of providing clients with efficient and effective
customer acquisition solutions remains valuable to its Clients.  A
series of corporate transactions involving SendTec's parent
companies going back to 2004, however, has left SendTec with a
large burden of debt apart from operations.  The proceedings
represent our best option for removing that burden while
continuing to serve our clients and run our business.  In the
interim, it will be business as usual.  We anticipate no reduction
in staff or services."

In conjunction with the bankruptcy filing, the Company filed a
variety of customary "first day" motions to support its employees
and vendors during the reorganization process.  As part of these
motions, the Company will continue operations with as little
interruption as possible.  Additionally, during the restructuring
process, the company is prepared to pay vendors and business
partners for post-filing goods sold and services rendered to the
Company in the ordinary course of business.

Based in St. Petersburg, Florida, SendTec, Inc., is a customer
acquisition ad agency with expertise in multi-channel integrated
direct marketing.


SIX FLAGS: Secured Lenders to Get 92% Recovery, Avenue Says
-----------------------------------------------------------
Pursuant to the terms of a Confidentiality Agreement, Avenue
Capital Management II, L.P., disclosed certain previously
confidential, non-public information regarding Six Flags, Inc.
provided by the Company to Avenue on May 21, 2009.  Avenue, a
global investment management firm, is a creditor of Six Flags,
Inc. and its affiliates.

Under the Confidentiality Agreement, dated April 22, 2009, Avenue
is entitled to disclose certain information if the Company fails
to do so.  The Company has advised Avenue that it does not believe
the information provided to Avenue on May 21, 2009, is required to
be disclosed, is hypothetical and stale.

Nonetheless, Avenue said that on May 21, 2009, Six Flags provided
EBITDA information of $240 million, $265 million, $285 million and
$310 million for the years 2010, 2011, 2012 and 2013,
respectively, and capital expenditure information of $105 million
for 2010 and $110 million for 2011.

Additionally, on June 13, 2009, after termination of the
Confidentiality Agreement, the Company informed Avenue that under
the proposed pre-arranged plan of reorganization, lenders under
the senior secured credit facility will receive 92% of the
reorganized Company's equity.

Avenue makes no representation or warranty as to the accuracy of
the information.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Six Flags' Chapter 11 reorganization may take four to six months
to complete, Jeff Speed, its chief financial officer has said.


SOLSTICE LLC: Ownership's Case Summary & 16 Largest Creditors
-------------------------------------------------------------
Debtor: Solstice Ownership 7, S.r.l.
        c/o Solstice Ownership VII, LLC
        1 Beach Street, 1st Floor
        San Francisco, CA 94133

Bankruptcy Case No.: 09-13745

Chapter 11 Petition Date: June 12, 2009

Debtor-affiliates that filed separate Chapter 11 petitions on
March 5, 2009:

        Entity                                     Case No.
        ------                                     --------
Solstice, LLC                                      09-11010
163 Charles Street No. 4 New York, LLC             09-11011
163 Charles Street No. 5 New York, LLC             09-11012
Parallel Aspen, LLC                                09-11013
Parallel Management LLC                            09-11014
Sea Vision I, LLC                                  09-11015
Solstice Management, LLC                           09-11016
Solstice Ownership I, LLC                          09-11017
Solstice Ownership II, LLC                         09-11018
Solstice Ownership III, LLC                        09-11019
Solstice Ownership IV, LLC                         09-11020
Solstice Ownership V, LLC                          09-11021
Solstice Ownership VI, LLC                         09-11022
Solstice Ownership VII, LLC                        09-11023
Parallel I LLC                                     09-11024

Type of Business: The Debtors operate a resort property club.

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Arthur Jay Steinberg, Esq.
                  asteinberg@kslaw.com
                  King & Spalding LLP
                  1185 Avenue of the Americas
                  New York, NY 10036
                  Tel: (212) 556-2100
                  Fax: (212) 556-2222

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
   ------                      ---------------   ------------
Caspar Schubbe                 trade debt        $159,579
Private Office
Place Centrale, CH 1936,
Verbier, Switzerland

Verbier Services               trade debt        $61,069
CP 433, CH-1936
Verbier, Switzerland

Snopex                         trade debt        $27,788
Via Oldelli 4
6850 Mendrisio
Swizerland

Caspar Schubbe                 reimbursement     $11,366

Chez Lise                      trade debt        $8,000

Edet International             trade debt        $5,003

Altitude Snowsport School      trade debt        $4,354

Angel Des Montagnes Verbier    trade debt        $4,141

Macbirch                       trade debt        $2,205

Bottega Informatica Toscana    trade debt        $1,351
SRL

Vitaly                         trade debt        $757

Soif & Thirst                  trade debt        $533

Sloan Miyasato                 trade debt        $520

Institut Ambrosia              trade debt        $344

Vinattieri Massimiliano SRL    trade debt        $181

Swisscom                       trade debt        $88

The petition was signed by Randall Gantenbein.


STONECHURH VINEYARDS: Ontario Winery and Farm Up for Sale
---------------------------------------------------------
In a legal notice, Zeifman Partners Inc., as Receiver and Manager
of Stonechurch Vineyards Inc. and Hunse Farms Limited, discloses
that the two companies are available for sale.

Stonechurch is a medium size estate winery operating on 66 acres
of grape vineyards and 6 acres of state of the art
winery/production and retail/bottling facilities in Niagara-on-
the-Lake, Ontario.

Stonechurch produces Vintner's Quality Alliance certified wines
which include, among many others, its recent award winning Syrah
Reserve, Chardonnay Barrel, Gewurztraminer, and Riesling.
Expressions of interest should be directed to the Receiver's
representative at:

     Zeifman Partners Inc.
     Attention: Jonathan Rutman
     1 Toronto Street, Suite 910
     P.O. Box 28
     Toronto, Ontario
     M5C 2V6
     Tel: (905) 935-3535 or (416) 26-4005 ext. 282
     Fax: (416) 256-4001

Offers must be received by June 30, 2009, and are subject to
Receiver's Terms and Conditions of Sale.


STONE OAK MARKET: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Stone Oak Market Inc.
        PO Box 428
        Holland, OH 43528

Bankruptcy Case No.: 09-33963

Chapter 11 Petition Date: June 12, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: Raymond L. Beebe, Esq.
                  Raymond L. Beebe Co LPA
                  1107 Adams St.
                  Toledo, OH 43604
                  Tel: (419) 244-8500
                  Email: RLBCT@buckeye-express.com

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

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

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

          http://bankrupt.com/misc/ohnb09-33963.pdf

The petition was signed by Bonnie Ostrander, president of the
Company.


THE LEDGES: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------
Debtor: The Ledges, LLC
        6451 South Virginia St., #301
        Reno, NV 89511

Bankruptcy Case No.: 09-51854

Chapter 11 Petition Date: June 12, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd
                  417 W Plumb Ln
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  Email: steve@renolaw.biz

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

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

         http://bankrupt.com/misc/nvb09-51854.pdf

The petition was signed by Lou Borrego.


TOLUCA LAKE: Wants to Hire SulmeyerKupetz as Bankruptcy Counsel
---------------------------------------------------------------
Toluca Lake Vintage, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for authorization to employ
SulmeyerKupetz as counsel.

SulmeyerKupetz will, among other things:

   -- examine claims of creditors in order to determine their
      validity;

   -- give advice and counsel to the Debtors in connection with
      legal issues, including the use, sale or lease of property
      of the estate, adequate assurance of utilities, use of cash
      collateral, requests for security interests, relief from the
      automatic stay, special treatment, payment of prepetition
      obligations, etc.; and

   -- negotiate with creditors holding secured and unsecured
      claims.

The hourly rates of SulmeyerKupetz are:

     Richard G. Baumann                 $525
     Howard M. Ehrenberg                $500
     Asa S. Hami                        $375
     Mark S. Horoupian                  $475
     Alexandra G. Kazhokin              $310
     Tamar Kouyoumjian                  $295
     Arnold L. Kupetz                   $600
     David S. Kupetz                    $550
     Daniel A. Lev                      $475
     Elissa D. Miller                   $475
     Jeffrey M. Pomerance               $425
     Victor A. Sahn                     $550
     John M. Samberg                    $475
     Israel Saperstein                  $400
     Alan G. Tippie                     $550
     Steven A. Wainess                  $475
     Steven F. Werth                    $375

     Paralegals
     John Baer                          $150
     Ann L. Sokolowski                  $195

     Trustee Administrator
     Lupe V. Perez                      $175

     Members and Senior Counsel     $475 - $700
     Of Counsel                     $400 - $425
     Associates                     $295 - $375

Mr. Sahn, a member of SulmeyerKupetz, tells the Court that
SK received $100,000 in funds prior to the petition date for
services and cost incurred prepetition.  As of the petition date,
the retainer balance was $79,283.

Mr. Sahn assures the Court that SulmeyerKupetz is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Sahn can be reached at:

     SulmeyerKupetz
     333 South Hope Street, 35th Floor
     Los Angeles, CA 90071
     Tel: (213) 626-2311
     Fax: (213) 629-4520

                        About Toluca Lake

Toluca Lake, California-based Toluca Lake Vintage, LLC, is owner
and developer of a 2-building unit condominium project.

The Company filed for Chapter 11 on May 14, 2009 (Bankr. C.D.
Calif. Case No. 09-15680).  The Debtor has assets and debts both
ranging from $10 million to $50 million.


TRILOGY DEVELOPMENT: Wants McDowell Rice as Bankruptcy Counsel
--------------------------------------------------------------
Trilogy Development Company, LLC, asks the U.S. Bankruptcy Court
for the Western District of Missouri for authorization to employ
McDowell Rice Smith & Buchanan as counsel.

MRS&B will, among other things:

   -- advise the Debtor with respect to its powers and duties as
      debtor and debtor-in-possession in the continued management
      and operation of its business and properties;

   -- attend meetings and negotiate with representatives of
      creditors and other parties-in-interest; and

   -- take all necessary action to protect and preserve the
      Debtor's estate including prosecution of actions on its
      behalf, the defense of any actions commenced against the
      Debtor or the estate, negotiations concerning litigation in
      which the Debtor may be involved, and objections to claims
      filed against the estate.

The hourly rates of MRS&B's personnel are:

     Shareholders           $175 - $425
     Associates             $140 - $175
     Paralegals              $70 -  $95

R. Pete Smith, shareholder of MRS&B, tells the Court that MRS&B
received $77,679 in connection with the representation of the
Debtor in the Chapter 11 proceeding.

Mr. Smith assures the Court that MRS&B is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Smith can be reached at:

     McDowell Rice Smith & Buchanan
     605 W. 47th Street, Suite 350
     Jackson County
     Kansas City, MO 64105

                     About Trilogy Development

Kansas City, Missouri-based Trilogy Development Company, LLC, is
founded by advertising magnate Bob Bernstein to build his west
edge project.

The Company filed for Chapter 11 on May 15, 2009 (Bankr. W. D. Mo.
Case No. 09-42219).  Jonathan A. Margolies, Esq., and R. Pete
Smith, Esq., at McDowell, Rice, Smith & Buchanan represent the
Debtor in its restructuring efforts.  The Debtor has assets and
debts both ranging from $100 million to $50 million.


TRILOGY DEVELOPMENT: Has Until Today to File Schedules, Statements
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
extended until today, June 16, 2009, Trilogy Development Company,
LLC's time to file its schedules and statement of financial
affairs.

Kansas City, Missouri-based Trilogy Development Company, LLC, is
founded by advertising magnate Bob Bernstein to build his west
edge project.  The Company filed for Chapter 11 on May 15, 2009
(Bankr. W. D. Mo. Case No. 09-42219).  Jonathan A. Margolies,
Esq., and R. Pete Smith, Esq., at McDowell, Rice, Smith & Buchanan
represent the Debtor in its restructuring efforts.  The Debtor has
assets and debts both ranging from $100 million to $50 million.


TRW AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Livonia, Michigan-based TRW Automotive
Inc. to 'B' from 'B+'.  At the same time, S&P lowered the rating
on TRW's senior secured debt to 'B+' from 'BB' and revised the
recovery rating to '2' from '1', and lowered the rating on the
senior unsecured debt to 'CCC+' from 'B' and revised the recovery
rating to '6' from '5'.  All ratings were removed from
CreditWatch, where they had been placed with negative implications
on April 30, 2009.  The outlook is negative.

"The downgrade reflects our view that the very weak global market
for light vehicles for 2009 and 2010 will cause TRW to use far
more cash in 2009 and 2010 than S&P expected for the previous
rating," said Standard & Poor's credit analyst Nancy Messer.  S&P
expects TRW's revenue to decline about 35% in 2009.  S&P believes
TRW could use as much as $775 million in cash this year, given
weak production in Europe, extended production shutdowns by
Chrysler LLC and General Motors Corp., and the lack of apparent
economic boosters in the U.S. or Europe that will cause a
significant increase in consumer spending on cars.  S&P expects
light-vehicle sales to decline about 28% in North America this
year versus 2008, to 9.5 million units.  In 2010 for North
America, S&P expects vehicle sales to increase by 16%, but only to
11 million units (still below the 2008 level of 13.2 million).

S&P expects auto registrations in Europe to decline as well this
year, but by less than in the U.S., partly because of various
national scrappage programs designed to boost sales.  These
schemes are typically followed by a decline in future sales.

The current rating reflects S&P's assumption that TRW will be
successful in obtaining an amendment to the credit facility that
is required for the company to remain in compliance with covenants
at June 30, 2009.  If the company does not obtain the amendment,
it would likely breach its covenants at the end of the second
quarter, triggering another downgrade on the company.

S&P views TRW's business risk profile as weak relative to all
corporate issuers, reflecting the company's narrow market focus as
a major Tier 1 supplier to automakers in the global light-vehicle
market.  TRW manufactures active and passive safety products (57%
and 25% of 2008 revenues, respectively) for the automotive
industry, a focus S&P believes has above-average long-term growth
characteristics.  S&P believes TRW's No. 1 and No. 2 market
positions for most of its products provide evidence of its
achievement of high-quality products and service and its
technological expertise.  TRW derived 56% of its 2008 revenues
from Europe, 30% from North America, and 14% from the rest of the
world.  Volkswagen AG, its largest customer, accounted for about
18% of 2008 sales.  Combined sales in North America to the
Michigan-based automakers accounted for about 23% of TRW's
consolidated revenues.

TRW's financial results for the first quarter of 2009 were poor.
EBITDA declined 88%, year over year, on a 42% decline in revenues.
As a result, lease- and pension-adjusted EBITDA for the 12 months
ended April 3, 2009, totaled $704.4 million and produced adjusted
leverage of 5.2x.

TRW's liquidity is adequate, assuming the credit facility
amendment is approved before the end of June.  The company had
cash on hand totaling $535 million at April 3, 2009, and
subsequent to the end of the quarter borrowed all but $100 million
on its $1.4 billion revolving credit line, boosting cash balances.
S&P expects the company to repay its recent borrowings in the
second quarter, retaining a cash balance of about $550 million,
assuming the amendment is approved.

S&P expects TRW's cash use to be high in 2009 and 2010 as a result
of lower global vehicle production volumes that have severely
reduced revenues and EBITDA, combined with severance and
restructuring costs required to downsize capacity and reconfigure
the product mix to a lower expected future production level.
Also, TRW's borrowing costs will rise, assuming lenders approve
the amendment.  Debt maturities are long-dated.

S&P expects TRW to refinance in 2011, given the May 2012 revolving
credit facility commitment expiration.  The outlook on TRW is
negative.  S&P could lower the ratings if the company is not able
before the end of this month to negotiate a satisfactory amendment
to its revolving credit facility that preserves liquidity.  S&P
could also lower the ratings if S&P believed the company's use of
cash would fail to moderate by the end of 2009.  A downgrade could
also occur if cash use appears to be poised to exceed $800 million
in 2009.

S&P could revise the outlook to stable if TRW can stem its high
rate of cash flow consumption and demonstrate that it has achieved
an operational breakeven point that better fits lower expected
intermediate-term global auto production levels.  This outcome is
less likely in the year ahead because of difficult global market
conditions.


TUCSON ELECTRIC: Fitch Affirms 'BB' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed Tucson Electric Power Company's
ratings:

  -- Long-term Issuer Default Rating at 'BB';
  -- Senior secured at 'BBB-';
  -- Senior unsecured at 'BB+';
  -- Short-term IDR at 'B'.

The Rating Outlook is Stable.

Approximately $1.4 billion of debt securities and capital lease
obligations are affected by the rating action.  TEP is a wholly-
owned subsidiary of UniSource Energy.

The ratings affirmation and Stable Outlook reflect: TEP's high
debt leverage; covenants in the utility's bank facilities that
restrict debt leverage relative to EBITDA and prospective mortgage
debt issuance; and, the need for amendments to its bank facilities
in 2008 to comply with the debt-leverage ratio covenant included
therein.  A relatively high degree of variable-rate debt,
structural subordination of its senior unsecured debt to
approximately $984 million of outstanding capital lease and
secured debt obligations, ongoing recession, restrictive credit
market conditions, regulatory lag and frozen non-fuel rates are
additional sources of concern for investors.

The ratings and outlook also consider expected improvement in
TEP's post-2008 credit ratios as the result of the Arizona
Corporation Commission-approved settlement in the utility's last
general rate case.  The ruling increased base rates in December
2008 and adopted a purchase power and fuel adjustment clause
effective Jan. 1, 2009.  The ratings also recognize TEP's
competitive rates, relatively low-cost generating resource mix,
historic, above-industry-average service territory growth and
significant debt reduction in recent years.

The ACC order in TEP's GRC increased the utility's base rates
$50 million (6%) effective Dec. 1, 2008.  In addition, the ACC
order authorized implementation of a PPFAC that allows TEP to
defer and recover 100% of the difference in the actual net power
supply costs from amounts reflected in rates.  Rates are to be
reset annually to collect deferral balances and prospective power
supply costs.  Fitch believes the adoption of the PPFAC by the ACC
is a constructive development for TEP that results in more
predictable earnings and cash flows and a meaningfully lower
business risk profile.

Based on Fitch's calculations, TEP's debt-to-EBITDA and EBITDA-to-
interest ratios are expected to approximate better than 4 times
(x) in 2009-2010.  This represents a significant improvement from
2008 debt-to-EBITDA and EBITDA-to-interest ratio levels of 2.5x
and 5.3x, respectively.  The estimated improvement in TEP's credit
metrics is a function of higher base rates and resulting benefit
to operating margin.  While realization of higher earnings and
cash flows as expected by Fitch in 2009 and beyond is likely to
result in robust credit metrics relative to the current rating
category, first-quarter 2009 results were below budget, indicating
perhaps that TEP may not achieve full potential of its recent rate
order.  In addition, TEP's flexibility is limited, in Fitch's
view, by high existing debt levels and restrictive covenants
included in its revolving credit and letter-of-credit facilities
which total $623 million.  Fitch expects TEP's operating cash flow
to be sufficient to meet its capital investment requirements net
of dividends, reflecting higher rates and reduced capital
expenditures, during 2009-2013, driven primarily by weak economic
and credit market conditions.

In 2008 TEP amended and restated its secured credit facilities
modifying the maximum allowable leverage ratio contained therein
from 4.0x to 4.50x from July 1, 2008 through Sept. 30, 2008, 4.75x
from Oct. 1, 2008 through Dec. 31, 2008, 4.50x from Jan. 1, 2009
through June 30, 2009, and 4.0x after June 30, 2009.  The
amendment became necessary due to the negative impact of high net
power supply costs in the first half of 2008 combined with the
absence of a PPFAC, frozen rates and other operating factors.  As
the result of the implementation of the PPFAC and $50 million rate
hike, Fitch expects TEP EBITDA to be reasonably stable at higher
levels in 2009 and beyond compared to 2008.

In addition to reflecting TEP's high debt leverage, the ratings
also consider the company's ongoing debt reduction efforts.  Since
2003, TEP has reduced outstanding indebtedness approximately 26%
to $1.4 billion at year-end 2008 from more than $1.9 billion at
year-end 2003.  Maturities are manageable with no corporate debt
scheduled in 2009-2013.  As of May 1, 2009, TEP had $99 million of
borrowing capacity available under its $150 million secured
revolving credit facility.  TEP has a total of $623 million of
secured bank facilities including a $150 million revolving credit
facility used to meet day-to-day working capital requirements and
$473 million secured letter-of-credit facility that supports
outstanding tax-exempt industrial revenue bonds.  The revolving
and letter of credit facilities mature in August 2011.

The credit implications of TEP's status as a subsidiary utility
operating company within the UNS corporate complex are also
factored into TEP's credit ratings.  UNS is a holding company with
no significant operations of its own and is reliant on cash flows
from its subsidiary companies, including TEP, to meet its
financial obligations.  In March 2009, UNS contributed $30 million
of capital to TEP, which the utility used to purchase outstanding
Springerville Unit 1 lease debt.  The notes purchased by TEP have
a 10.73% stated interest rate and mature Jan. 1, 2013.  Fitch
notes that ACC regulations limit the amount of dividends TEP is
permitted to upstream to UNS to 100% of net income.  UNS also owns
the much smaller, UniSource Energy Services, Inc., which owns two
Arizona-based operating utility subsidiaries, UNS Gas, a wholly-
owned natural gas distribution company serving 146,000 customers,
and UNS Electric, a wholly-owned electric distribution utility
serving 90,000 customers.

UNS also owns UniSource Energy Development Company and Millennium
Energy Holdings, Inc.  UED developed and owns a natural gas-fired
combustion turbine in Northern Arizona that supplies energy to
UES' electric utility subsidiary.  Millennium has existing
investment in unregulated businesses that represent 1% of UNS'
total assets as of Dec. 31, 2008.  There are no cross-defaults or
guarantees between TEP and its corporate parent or affiliate
companies.


TV DAIRY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: TV Dairy, LLC
        7678 County Road 17
        Fort Lupton, CO 80621-9039

Bankruptcy Case No.: 09-21490

Chapter 11 Petition Date: June 12, 2009

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: David P. Hutchinson, Esq.
                    dhutchinson@ottenjohnson.com
                  Jeffrey Weinman, Esq.
                    jweinman@epitrustee.com
                  William A. Richey, Esq.
                    lkraai@weinmanpc.com
                  Weinman & Associates, P.C.
                  950 17th St., Ste. 1600
                  Denver, CO 80202
                  Tel: (303) 825-8400

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
   ------                      ---------------   ------------
Nelson, Paul                                     $385,000
9000 Wcr 52
Milliken, CO 80543

Curt's Dairy Cattle                              $292,677
4075 Highway 13
Wishek, ND 58495-9023

Agland                                           $238,224
P.O. Box 338
260 Factory Rd
Eaton, CO 80615-3481
Tel: (970) 454-3391

Martin, Loren                                    $130,000

Kielian Construction                             $99,600

JD Heiskell                                      $73,046

Fort Collins Feed                                $32,977

Lansing Trade Group, Inc.                        $28,597

Dairy Specialists                                $26,283

Tucker Commodities, Inc.                         $25,556

Select Materials                                 $22,203

Lextron Animal Health                            $20,043

Semex                                            $17,064

Olander Farms                                    $16,409

Stallbaumer Livestock Transport, Inc.            $14,786

Alta Genetics USA, Inc.                          $13,216

Animal Clinic, LLC                               $13,110

Walco Central Accounting                         $12,939

Polar Gas                                        $7,000

IBA Dairy Depot                                  $5,938

The petition was signed by Marvin J. te Velde, manager.


TXCO RESOURCES: Wants Cox Smith Matthews as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized, on an interim basis, TXCO Resources Inc. and its
debtor-affiliates to employ Cox Smith Matthews Incorporated as
counsel.

Cox Smith will, among other things:

   a) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any action commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and preparation of objections to
      claims filed against the Debtors' estates;

   b) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration and prosecution of the
      Debtors' cases; and

   c) advise the Debtors in respect of bankruptcy, real estate,
      oil and gas, regulatory, labor law, intellectual property,
      licensing, and tax matters or other services as requested.

The Debtors relate that Cox Smith and Fulbright & Jaworski,
L.L.P., the proposed primary securities and lending counsel, will
avoid unnecessary duplicative work.

The hourly rates of Cox Smith personnel are:

     Deborah D. Williamson, shareholder    $550
     Jon R. Ray, shareholder               $495
     Patrick L. Huffstickler, shareholder  $425
     Thomax Rice, shareholder              $350
     Patrick T. Conroy, associate           $265
     Lindsey D. Graham, associate          $265
     Meghan E. Bishop, associate           $265
     Allison Seifert, paralegal            $140

Ms. Williamson told the Court that Cox Smith holds a $100,000
retainer as security against postpetition fees and expenses.

Ms. Williamson assures the Court that Cox Smith is a disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Williamson can be reached at:

     Cox Smith Matthews Incorporated
     112 E. Pecan, Suite 1800
     San Antonio, TX 78205
     Tel: (210) 554-5275
     Fax: (210) 226-8395

                       About TXCO Resources

TXCO Resources is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma. TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W. D. Tex. Case No. 09-51807).  The Debtors
propose to hire Deborah D. Williamson, Esq., and Lindsey D.
Graham, Esq., at Cox Smith Matthews Incorporated as general
restructuring counsel; Fulbright and Jaworski, L.L.P., as
corporate counsel & conflicts counsel; Albert S. Conly as chief
restructuring officer and FTI Consulting Inc. as financial
advisor; Goldman, Sachs & Co. as financial advisor for assets
sale; Global Hunter Securities, LLC, as financial advisors and
investment bankers; and Administar Services Group LLC as claims
agent.  As of March 31, 2009, the Debtors listed total assets:
$431,898,000 and total debts of $323,833,000.


TXCO RESOURCES: U.S. Trustee Picks 11-Member Creditors Committee
---------------------------------------------------------------
Charles F. McVay, U.S. Trustee for Region 7 appointed eleven
creditors to serve on the official committee of unsecured
creditors in TXCO Resources Inc. and its debtor-affiliates'
Chapter 11 cases:

The Committee members are:

1.  MTZ Vacuum Services
    Attn: Tim Ligocky
    P.O. Box 155
    Uvalde, TX 78802
    Tel: (830) 486-9722
    Fax: (830) 278-4647

2.  Halliburton Energy Services, Inc.
    Attn: James L. Crookham
    10200 Bellaire Blvd., Suite 3NE-17E
    Houston, TX 77072-5206
    Tel: (281) 575-4653
    Fax: (281) 575-4754

3.  WTG Gas Marketing, Inc.
    Attn: Richard Hatchett
    211 N. Colorado
    Midland, TX 79707
    Tel: (432) 682-6311
    Fax: (432) 682-4024

4.  Baker Hughes Oilfield Operations, Inc.
    Attn: Susan Wooley
    2929 Allen Parkway, Suite 2100
    Houston, TX 77019
    Tel: (713) 439-8774
    Fax: (281) 582-4031

5.  McGuire Industries, Inc.
    Attn: Weldon McGuire
    2416 W. 42nd Street
    Odessa, TX 79764
    Tel: (432) 550-4141
    Fax: (432) 362-2379

6.  Standard Tube Company
    Attn: Jodey Burkholder
    10307 Windfern Rd.
    Houston, TX 77064
    Tel: (210) 832-9030
    Fax: (210) 824-1151

7.  Precision Gas Well Testing L.P.
    Attn: Patrick N. Jessup
    2029 FM 1301
    Wharton, TX 77488
    Tel: (979) 531-8141
    Fax: (979) 531-8121

8.  Patterson-UTI Drilling Company, LLC
    Attn: Bill Moll
    450 Gears Road, Suite 500
    Houston, TX 77067
    Tel: (281) 765-7152
    Fax: (281) 765-7175

9.  Smith International, Inc., Thomas Energy and
    Wireline Control Systems
    Attn: Greg M. Attrep
    16740 E. Hardy Street
    Houston, TX 77032
    Tel: (832) 601-3059
    Fax: (281) 233-9515

10. Strata Directional Tech & Allis Chalmers Tubular Services
    Attn: Steve Courville
    911 Regional Park Dr.
    Houston, TX 77060
    Tel: (281) 951-2459
    Fax: (281) 951-2113

11. Innovative Energy Services, Inc.
    Attn: David DeMarco
    5250 FM 2855
    Katy, TX 77493
    Tel: (281) 994-5428
    Fax: (281) 994-5410

TXCO Resources is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma.  TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W. D. Tex. Case No. 09-51807).  The Debtors
propose to hire Deborah D. Williamson, Esq., and Lindsey D.
Graham, Esq., at Cox Smith Matthews Incorporated as general
restructuring counsel; Fulbright and Jaworski, L.L.P., as
corporate counsel & conflicts counsel; Albert S. Conly as chief
restructuring officer and FTI Consulting Inc. as financial
advisor; Goldman, Sachs & Co. as financial advisor for assets
sale; Global Hunter Securities, LLC, as financial advisors and
investment bankers; and Administar Services Group LLC as claims
agent.  As of March 31, 2009, the Debtors listed total assets:
$431,898,000 and total debts of $323,833,000.


TXCO RESOURCES: Court Grants 30-Day Extension for SALs and SOFAs
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
extended for an additional 30 days TXCO Resources Inc. and its
debtor-affiliates' time to file their schedules of assets and
liabilities and statements of financial affairs.

TXCO Resources is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma. TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W. D. Tex. Case No. 09-51807).  The Debtors
propose to hire Deborah D. Williamson, Esq., and Lindsey D.
Graham, Esq., at Cox Smith Matthews Incorporated as general
restructuring counsel; Fulbright and Jaworski, L.L.P., as
corporate counsel & conflicts counsel; Albert S. Conly as chief
restructuring officer and FTI Consulting Inc. as financial
advisor; Goldman, Sachs & Co. as financial advisor for assets
sale; Global Hunter Securities, LLC, as financial advisors and
investment bankers; and Administar Services Group LLC as claims
agent.  As of March 31, 2009, the Debtors listed total assets:
$431,898,000 and total debts of $323,833,000.


TXCO RESOURCES: Proposes Fulbright & Jaworski as Special Counsel
----------------------------------------------------------------
TXCO Resources Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Texas for
authorization to employ Fulbright & Jaworski L.L.P. as special
counsel.

Fulbright will:

   -- advise and assist the Debtors on setting up the Debtors'
      reorganized corporate structure, including, but not
      limited to, (a) negotiate with various secured lenders with
      respect to the new credit agreement entered into as part of
      the Debtors' reorganization efforts, (b) assist with any
      issuance of equity under a Plan of Reorganization, and (c)
      advise the Debtors on the sale of assets and issues
      related thereto and corporate disclosure matters;

   -- perform all tasks related to and continue advising the
      Debtors concerning their filings under and compliance with
      federal securities laws; and

   -- will serve as conflicts counsel representing the Debtors
      in place of Cox Smith Matthews Incorporated, the general
      restructuring counsel.

The hourly rates of Fulbright's personnel are:

     Partners                                $410 - $950
     Associates                              $205 - $550
     Paralegals                               $75 - $400

     Courtney Marcus, partner                    $590
     Daryl Lansdale, partner                     $535
     Steve A. Peirce, senior counsel             $475
     Matt DeArman, associate                     $355
     Sara C. Busch, associate                    $305
     Emilie H. Petty, associate                  $265

Mr. Lansdale tells the Court that Fulbright received $778,982 in
relation to prepetition services.  Fulbright has a $50,000
retainer on hand.  As of the petition date, the Debtors owe
Fulbright an undetermined sum for prepetition fees and expenses
incurred in connection with pre-bankruptcy preparation activities,
preparation of the application and other services shortly before
the bankruptcy filing.  Fulbright intends to submit these fees and
expenses to the Court for approval and payment by the bankruptcy
estate in connection with the fee application process.

Mr. Lansdale assures the Court that Fulbright is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Lansdale can be reached at:

     Fulbright & Jaworski L.L.P
     Fulbright Tower
     1301 McKinney, Suite 5100
     Houston, TX 77010-3095
     Tel: +1 713 651-5151
     Fax: +1 713 651-5246

                        About TXCO Resources

TXCO Resources is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma. TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W. D. Tex. Case No. 09-51807).  The Debtors
propose to hire Deborah D. Williamson, Esq., and Lindsey D.
Graham, Esq., at Cox Smith Matthews Incorporated as general
restructuring counsel; Albert S. Conly as chief restructuring
officer and FTI Consulting Inc. as financial advisor; Goldman,
Sachs & Co. as financial advisor for assets sale; Global Hunter
Securities, LLC, as financial advisors and investment bankers; and
Administar Services Group LLC as claims agent.  As of March 31,
2009, the Debtors listed total assets of $431,898,000 and total
debts of $323,833,000.


TXCO RESOURCES: Receives Final Approval of $32MM DIP Facility
-------------------------------------------------------------
TXCO Resources Inc. received final bankruptcy court approval of a
$32 million debtor-in-possession financing agreement.  This will
allow the Company to continue operations during its restructuring
and preserve its leasehold assets, including drilling required to
maintain certain leases.

TXCO Resources is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma. TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

TXCO Resources Inc. and 10 affiliates filed for Chapter 11 on
May 17, 2009 (Bankr. W. D. Tex. Case No. 09-51807).  Judge Ronald
B. King handles the case.  Deborah D. Williamson, Esq., and
Lindsey D. Graham, Esq., are the Debtors' general restructuring
counsel.  Attorneys at Fulbright and Jaworski, L.L.P. are
corporate and conflicts counsel. FTI Consulting Inc. is financial
advisor, and FTI's Albert S. Conly is chief restructuring officer.
Goldman, Sachs & Co. is the financial advisors for asset sales,
while Global Hunter Securities, LLC, is the investment banker.
Administar Services Group LLC is the Debtors' investment banker.
As of March 31, 2009, TXCO has assets of $431,898,000 against
debts of $323,833,000.


WENDY'S/ARBY'S GROUP: S&P Affirms 'B+' Corp. Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it took these ratings
actions as a result of the proposed $550 million senior unsecured
note offering:

  -- Revised the outlook on Wendy's/Arby's Group Inc. to negative
     from stable;

  -- Affirmed the 'B+' corporate credit rating of Wendy's/Arby's
     and Arby's Restaurant Group Inc. and Wendy's International
     Inc.;

  -- Assigned a corporate credit rating to the Wendy's/Arby's
     Restaurants, LLC of 'B+', a financing subsidiary of
     Wendy's/Arby's and parent of Wendy's and Arby's;

  -- Assigned a '3' recovery rating and 'B+' issue level rating to
     the proposed senior unsecured debt issuance (New Notes) of
     WAR.  The New Notes are rated the same as the corporate
     credit rating.  The '3' recovery rating indicates S&P's
     expectation of average (50%-70%) recovery of principal in the
     event of default;

  -- Affirmed the 'BB' issue level rating and '1' recovery rating
     on Arby's senior secured credit facility (Wendy's and WAR are
     both co-borrowers on the facility).  The '1' recovery rating
     indicates S&P's expectation of very high (90%-100%) recovery
     of principal in the event of default;

  -- Lowered the recovery rating on Wendy's outstanding senior
     unsecured notes (existing notes) to '6' from '5' and the
     issue level rating to 'B-' from 'B'.  The existing notes are
     now rated two notches below the corporate credit rating and
     the '6' recovery rating indicates S&P's expectation of
     negligible (0%-10%) recovery of principal in event of
     default.  The lower recovery rating on the existing notes
     reflects that the New Notes will be guaranteed by each
     restricted subsidiary of WAR-including Wendy's -- while
     Wendy's old notes are not guaranteed.  As a result, S&P
     expects that the New Notes have a priority claim to the
     existing notes in a reorganization scenario.

"The outlook revision comes as the company launches a senior
unsecured note issuance with expected proceeds of $550 million,"
said Standard & Poor's credit analyst Charles Pinson Rose.  As a
result, pro forma credit metrics will deteriorate: Operating
lease-adjusted debt to EBITDA will increase to 5.0x from 4.2x and
adjusted interest coverage will decline to 2.4x from 3.1x.  S&P
expects that profitability will be pressured in the near term
because of sales and margin declines at Arby's and leverage could
worsen to approximately 5.3x by the end of third quarter, assuming
no additional debt reduction.

The proceeds of the debt issuance will be used to retire
approximately $125 million of the company outstanding term loan
borrowings, add cash reserves, and pay fees associated with the
transaction.  Following the transaction, the company should have
in excess of $500 million cash.

The company announced that it obtained an amendment to its senior
secured credit facility that would allow it to issue additional
debt for its key strategic growth initiatives and reduce future
financing risk.  In 2011 the company has significant maturities as
its revolving credit facility and $200 of Wendy's unsecured notes
come due.  Furthermore, the outstanding balance of the company's
senior secured term loan is due in 2012.


WENDY'S/ARBY'S Restaurants: S&P Puts 'B+' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it took these ratings
actions as a result of the proposed $550 million senior unsecured
note offering:

  -- Revised the outlook on Wendy's/Arby's Group Inc. to negative
     from stable;

  -- Affirmed the 'B+' corporate credit rating of Wendy's/Arby's
     and Arby's Restaurant Group Inc. and Wendy's International
     Inc.;

  -- Assigned a corporate credit rating to the Wendy's/Arby's
     Restaurants, LLC of 'B+', a financing subsidiary of
     Wendy's/Arby's and parent of Wendy's and Arby's;

  -- Assigned a '3' recovery rating and 'B+' issue level rating to
     the proposed senior unsecured debt issuance (New Notes) of
     WAR.  The New Notes are rated the same as the corporate
     credit rating.  The '3' recovery rating indicates S&P's
     expectation of average (50%-70%) recovery of principal in the
     event of default;

  -- Affirmed the 'BB' issue level rating and '1' recovery rating
     on Arby's senior secured credit facility (Wendy's and WAR are
     both co-borrowers on the facility).  The '1' recovery rating
     indicates S&P's expectation of very high (90%-100%) recovery
     of principal in the event of default;

  -- Lowered the recovery rating on Wendy's outstanding senior
     unsecured notes (existing notes) to '6' from '5' and the
     issue level rating to 'B-' from 'B'.  The existing notes are
     now rated two notches below the corporate credit rating and
     the '6' recovery rating indicates S&P's expectation of
     negligible (0%-10%) recovery of principal in event of
     default.  The lower recovery rating on the existing notes
     reflects that the New Notes will be guaranteed by each
     restricted subsidiary of WAR-including Wendy's -- while
     Wendy's old notes are not guaranteed.  As a result, S&P
     expects that the New Notes have a priority claim to the
     existing notes in a reorganization scenario.

"The outlook revision comes as the company launches a senior
unsecured note issuance with expected proceeds of $550 million,"
said Standard & Poor's credit analyst Charles Pinson Rose.  As a
result, pro forma credit metrics will deteriorate: Operating
lease-adjusted debt to EBITDA will increase to 5.0x from 4.2x and
adjusted interest coverage will decline to 2.4x from 3.1x.  S&P
expects that profitability will be pressured in the near term
because of sales and margin declines at Arby's and leverage could
worsen to approximately 5.3x by the end of third quarter, assuming
no additional debt reduction.

The proceeds of the debt issuance will be used to retire
approximately $125 million of the company outstanding term loan
borrowings, add cash reserves, and pay fees associated with the
transaction.  Following the transaction, the company should have
in excess of $500 million cash.

The company announced that it obtained an amendment to its senior
secured credit facility that would allow it to issue additional
debt for its key strategic growth initiatives and reduce future
financing risk.  In 2011 the company has significant maturities as
its revolving credit facility and $200 of Wendy's unsecured notes
come due.  Furthermore, the outstanding balance of the company's
senior secured term loan is due in 2012.


* New Study Shows Winners Amid Turmoil in U.S. Auto-Parts Sector
----------------------------------------------------------------
A new report by The Smart Cube, a global independent research
firm, examines the turmoil facing the U.S. Auto-Parts Sector
following the General Motors and Chrysler bankruptcies.  The
sector has suffered severe distress over the last year with many
players struggling to avoid liquidation.

"The Auto-Parts industry faces the most difficult operating
environment in history with softening revenues and widespread job
losses in large part due to huge exposure to the Big 3." explains
Theodore Kim, Managing Director of The Smart Cube.  Revenues have
dropped significantly, while over 20% of jobs were eliminated over
the last year bringing total employment down to 561,000 -- a
startling plunge from the 1 million workers the industry employed
last decade. Within the last 2 years, 30 US Auto-Parts suppliers
have filed for bankruptcy with 5 already announced this year. The
wave of bankruptcies and potential liquidations will continue to
climb not only resulting from the GM and Chrysler bankruptcies ,
but also from the Big 3's plans to rationalize their supply
chains.

However, despite tumultuous conditions, there is definite
opportunity for a select number of firms to emerge leaner,
stronger and better able to compete than ever before.  "As this
hurricane passes, there are clear opportunities and a handful of
winners who will undoubtedly emerge -- not only the surviving
firms, but also well positioned advisory firms, value investors,
hedge funds, banks and restructuring consultants willing to do
their homework."  Among the changes in the industry will be an
increased focus on emerging markets, stronger strategic alliances
and financial restructuring.

The strongest firms identified by The Smart Cube report include:

     * Borg Warner,
     * Dorman Products,
     * Genuine Parts Company,
     * Johnson Controls, and
     * WABCO Holdings.

"For now, the outlook may seem dire. But the right management
implementing the right strategy will see their stakeholders very
well rewarded when this shakeout finally takes its course."

A full-text copy of the report is available at
http://www.thesmartcube.com/

The Smart Cube is a global research firm delivering customized
business intelligence to major, investment banks, hedge funds,
corporations and management consultancies throughout the world.
Headquartered in London, the firm has offices in New York,
Chicago, Detroit, Timisoara and New Delhi.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                              Total
                                             Share-      Total
                                    Total   Holders    Working
                                   Assets    Equity    Capital
Company               Ticker        ($MM)     ($MM)      ($MM)
-------               ------       ------   -------    -------
ABSOLUTE SOFTWRE      ABT CN          107        (7)        24
AFC ENTERPRISES       AFCE US         131       (33)         2
AMER AXLE & MFG       AXL US        2,072      (452)        64
AMR CORP              AMR US       24,518     (3108)    (3,545)
ARBITRON INC          ARB US          189        (3)       (22)
ARRAY BIOPHARMA       ARRY US         108       (54)        31
ARVINMERITOR INC      ARM US        2,873      (719)       278
BLOUNT INTL           BLT US          499       (43)       175
BOARDWALK REAL E      BEI-U CN      2,318        (5)      N.A.
BOARDWALK REAL E      BOWFF US      2,318        (5)      N.A.
BOEING CO             BA US        55,339      (509)    (2,160)
BOEING CO             BAB BB       55,339      (509)    (2,160)
BOEING CO-CED         BA AR        55,339      (509)    (2,160)
CABLEVISION SYS       CVC US        9,551     (5349)      (367)
CARDTRONICS INC       CATM US         468       (22)       (33)
CENTENNIAL COMM       CYCL US       1,413      (992)       148
CENVEO INC            CVO US        1,501      (221)       163
CHENIERE ENERGY       CQP US        1,975      (408)        79
CHENIERE ENERGY       LNG US        2,892      (444)       278
CHOICE HOTELS         CHH US          333      (146)       (10)
CLOROX CO             CLX US        4,464      (309)      (866)
DELTEK INC            PROJ US         191       (48)        42
DISH NETWORK-A        DISH US       7,063     (1666)      (422)
DOMINO'S PIZZA        DPZ US          473     (1396)        99
DUN & BRADSTREET      DNB US        1,614      (785)      (176)
EMBARQ CORP           EQ US         8,050      (527)      (163)
EPICEPT CORP          EPCT SS          12        (5)        (2)
EXELIXIS INC          EXEL US         355       (88)        53
EXTENDICARE REAL      EXE-U CN      1,833       (51)        98
FORD MOTOR CO         F US        207,270    (16476)    12,631
FORD MOTOR CO         F BB        207,270    (16476)    12,631
GENTEK INC            GETI US         430        (8)       102
GLG PARTNERS INC      GLG US          345      (382)       101
GLG PARTNERS-UTS      GLG/U US        345      (382)       101
HEALTHSOUTH CORP      HLS US        1,921      (656)       (53)
HOLLY ENERGY PAR      HEP US          469         0         (6)
HUMAN GENOME SCI      HGSI US         735        (3)       118
IMAX CORP             IMX CN          226       (98)        19
IMAX CORP             IMAX US         226       (98)        19
INCYTE CORP           INCY US         189      (256)       123
INTERMUNE INC         ITMN US         193       (82)       121
IPCS INC              IPCS US         545       (41)        62
JOHN BEAN TECH        JBT US          559        (6)        78
JUST ENERGY INCO      JE-U CN         535      (692)      (358)
KNOLOGY INC           KNOL US         635       (52)        25
LINEAR TECH CORP      LLTC US       1,491      (288)       995
LIONS GATE            LGF US        1,667        (8)      (819)
MEAD JOHNSON-A        MJN US        1,707      (897)       380
MEDIACOM COMM-A       MCCC US       3,700      (463)      (281)
MOODY'S CORP          MCO US        1,802      (919)      (482)
NATIONAL CINEMED      NCMI US         604      (514)        89
NAVISTAR INTL         NAV US        9,656     (1447)     1,784
NPS PHARM INC         NPSP US         200      (225)        87
OCH-ZIFF CAPIT-A      OZM US        1,821      (177)      N.A.
OVERSTOCK.COM         OSTK US         136        (4)        33
PALM INC              PALM US         656       (84)        30
PDL BIOPHARMA IN      PDLI US         219      (422)        79
QWEST COMMUNICAT      Q US         19,711     (1164)      (344)
REGAL ENTERTAI-A      RGC US        2,563      (246)       (78)
RENAISSANCE LEA       RLRN US          52        (3)       (11)
REVLON INC-A          REV US          784     (1095)       103
SALLY BEAUTY HOL      SBH US        1,433      (702)       389
SANDRIDGE ENERGY      SD US         2,670      (114)       118
SEMGROUP ENERGY       SGLP US         349      (124)        23
SOLARWINDS INC        SWI US           91       (40)        23
SONIC CORP            SONC US         821       (43)        26
STANDARD PARKING      STAN US         231         0        (15)
STEREOTAXIS INC       STXS US          53        (4)         3
SUCCESSFACTORS I      SFSF US         162        (7)         0
SUN COMMUNITIES       SUI US        1,197       (68)      N.A.
TALBOTS INC           TLB US          999      (184)       (28)
TAUBMAN CENTERS       TCO US        2,922      (276)      N.A.
TENNECO INC           TEN US        2,742      (304)       272
THERAVANCE            THRX US         214      (144)       152
UAL CORP              UAUA US      19,100     (2655)    (2,348)
UNITED RENTALS        URI US        3,976       (56)       266
VENOCO INC            VQ US           730      (107)        33
VERIFONE HOLDING      PAY IT          843       (14)       299
VERIFONE HOLDING      PAY US          843       (14)       299
VERIFONE HOLDING      VF2 GR          843       (14)       299
VIRGIN MOBILE-A       VM US           323      (281)      (141)
WALTER INVESTMEN      WAC US           12       (44)      N.A.
WARNER MUSIC GRO      WMG US        4,256      (110)      (394)
WEIGHT WATCHERS       WTW US        1,087      (848)      (313)
WR GRACE & CO         GRA US        3,726      (374)       892



                           *********

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 ***